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HomeMy WebLinkAbout75D - PH- MAIN PLACE TRANSFORMATIONREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 4, 2019 TITLE: PUBLIC HEARING — FILED BY MAINPLACE SHOPPINGTOWN, LLC FOR ENVIRONMENTAL REVIEW NO. 2018-72, AMENDMENT APPLICATION NO. 2018-04, DEVELOPMENT AGREEMENT NO. 2018-02, AND TENTATIVE PARCEL MAP NO. 2018- 01 FOR THE MAINPLACE TRANSFORMATION AND EXPANSION PROJECT SPECIFIC PLAN LOCATED AT 2800 NORTH MAIN STREET — (STRATEGIC PLAN NOS. 3, 2; 5, 3; 5,4) CITY MAV6EIR RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution approving and adopting an addendum to the Environment Impact Report for the Fashion Square Commercial Center Project (SCH NO. 1983021103) and re -adoption of a mitigation monitoring and reporting program. Adopt an ordinance approving Amendment Application No. 2018-04 to establish the MainPlace Specific Plan No. 4. 3. Adopt an ordinance approving Development Agreement No. 2018-02. 4. Adopt a resolution approving Tentative Parcel Map No. 2018-01, as conditioned. PLANNING COMMISSION ACTION At its regular meeting on May 13, 2019, the Planning Commission by a vote of 5:0 (Commissioners Alderete and Nguyen absent), adopted a resolution recommending that the City Council: (1) adopt a resolution approving and adopting an addendum to the Environment Impact Report for the Fashion Square Commercial Center Project (SCH NO. 1983021103) and re - adoption of a mitigation monitoring and reporting program; (2) adopt an ordinance approving Amendment Application No. 2018-04 to establish the MainPlace Specific Plan No. 4; (3) adopt an ordinance approving Development Agreement No. 2018-02; and (4) adopt a resolution approving Tentative Parcel Map No. 2018-01, as conditioned. The Planning Commission made no changes to the recommendation outlined in the attached staff report (Exhibit A) but 75D-1 ER No. 2018-72, AA Transformation Project June 4, 2019 Page 2 No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace recommended that a portion of park impact fees collected over time for the project be spent on improvements to Santiago Park. DISCUSSION Project Location and Site Description The subject site contains approximately 49 acres generally located northeast of the corner of Main Street and Main Place Drive. The site is surrounded by the Santa Ana (1-5) Freeway to the west, the Garden Grove (SR-22) Freeway to the north, Main Street and commercial and mixed - use land uses to east, and Main Place Drive and commercial -office land uses to the south. The subject site does not include the "Time and Temperature" midrise office building adjacent to the site at 2700 North Main Street. The site is currently improved with the 1,130,000-square foot MainPlace Mall regional shopping center, three parking structures, and surface parking lots. MainPlace Mall contains two anchor tenants, Macy's and J.C. Penney, a vacant anchor store previously tenanted by Nordstrom, interior mall corridor tenants, restaurants, a cinema, an indoor recreation venue, and a fitness club. Table 1: Project Location Information Item Information Project Address 2800 North Main Street Nearest Intersection Main Street and Main Place Drive General Plan Designation Existing: General Commercial (GC) Proposed: General Commercial (GC) no change proposed) Zoning Designation Existing: General Commercial (C-2) I Proposed: Specific Plan No. 4 (SP-4) Surrounding Land Uses North Garden Grove SR-22 Freeway East Commercial and Mixed -Use South Commercial and Office West Santa Ana 1-5 Freeway Property Size 49.04 acres (gross) Existing Site Development The site contains a 1, 1 30,000-square foot regional mall, three parking structures, and surface parking lots. Applicable Zoning Code Sections Existing: SAMC Chapter 41, Article III, Division 13 (General Commercial Proposed: SAMC Chapter 41, Article III, Division 25 (Specific Plan) Entitlements SAMC Chapter 41, Article V, Division II (Amendments and Change to District Boundaries) 75D-2 ER No. 2018-72, AA No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace Transformation Project June 4, 2019 Page 3 Proiect Background and Chronology The Project site has served as a shopping destination since 1958 when the area was known as the Santa Ana Fashion Square. In 1983, the Santa Ana Fashion Square development consisted of an approximately 512,595-square foot open-air retail mall on the Project site. The Fashion Square Commercial Center Subsequent Final Environmental Impact Report (EIR) was prepared in 1983 to evaluate the potential impacts associated with the rehabilitation and redevelopment of the site as a mixed -use commercial center with 1,600,000 square feet of retail space, 1,500,000 square feet of office space, and 1,200 hotel rooms. The 1983 EIR was certified by the City of Santa Ana Redevelopment Agency in 1983. In 1987, the majority of the Fashion Square was transformed into what is currently MainPlace Mall. In 1996, the City of Santa Ana prepared Addendum (ER No. 96-033) to the 1983 EIR to evaluate a proposed retail expansion of the project site. While the proposed retail expansion was never fully implemented, in 2000 the City relied on the 1996 Addendum and 1983 EIR to approve a site plan and vesting tentative parcel map. These entitlements permitted up to 1,509,255 square feet of retail, 1,500,000 square feet of office space, and 400 hotel rooms. A final parcel map consistent with the 2000 entitlements was approved and recorded in October 2002. However, the improvements related to the parcel map and 2000 entitlements were never implemented. MainPlace Mall is today comprised of 1,130,000 square feet of commercial and retail uses within an enclosed two- and three-story mall building. There are 4,882 parking spaces in six surface parking lots and three onsite parking structures. Table 2: Previous and Current Entitlements, below, illustrates the site's existing development capacity. Table 2: Previous and Current Entitlements Land Use - 1983 EIR I Net-Year-2000 Change 2000 Parcel Map Commercial 1,600,000 sq. ft. -90,745 sq. ft. 1,509,255 sq. ft. Office 1,500,000 sq. ft. 0 1,500,000 sq. ft. Hotel 1,200 rooms -800 rooms 400 rooms Residential (None) (None) (None) Project Description The applicant is proposing modify the current entitlements listed in Table 2 to establish a new Specific Plan zoning designation on the site. The proposed Specific Plan, SP-4, is implementing a mitigation measure (No. 5.1-1) from the 1983 EIR and would facilitate phased redevelopment and revitalization of the mall into a mixed -use urban village with commercial, office, hotel, and 75D-3 ER No. 2018-72, AA Transformation Project June 4, 2019 Page 4 No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace residential uses. The proposed, revised entitlements and net changes are outlined in Table 3: Proposed Entitlements and Net Change on the following page. Table 3: Proposed Entitlements and Net Change Land Use 1983 EIR 2000 Parcel Map 2019 Specific Plan Proposal Proposed 204.9 Net Entitlement Change Commercial 1,600,000 sq. ft. 1,509,255 sq. ft. 1,400,000 sq. ft. -109,255 sq. ft. Office 1,500,000 sq. ft. 1,500,000 sq. ft. 750,000 sq. ft. -750,000 sq. ft. Hotel 1,200 rooms 400 rooms 400 rooms 0 Residential None None 1,900 units +1,900 units Currently there are 1,130,000 square -feet of commercial. With the existing commercial and proposed entitlements and net changes detailed in Table 3, the proposed MainPlace Mall Specific Plan would still accommodate an additional 270,000 square feet of new commercial development. Because the site currently contains no office, hotel, or residential components, the Specific Plan would also allow up to 750,000 square feet of office space, 400 hotel rooms, and 1,900 residential units. Specific Plan A specific plan is a zoning tool available to local jurisdictions to establish a master plan that ensures high -quality, long-term development over a defined area. The specific plan has been identified as the appropriate zoning tool for the MainPlace project site due to the presence of the existing mall, the desire to introduce new uses over time, to ensure high -quality streetscape, open space, architectural, and landscape design, and to reflect the single ownership of the entire project site. In addition, the specific plan is implementing a mitigation measure of the 1983 EIR, which states that development of the project site should occur through the specific plan process. The specific plan will contain the components required by the State of California. Section 65451 of the Government Code mandates that a specific plan contain the following components: I. Introductory Plan Information VI I. Relationship of the Specific Plan's Il. Summary Environmental Document to III. Introduction Subsequent Discretionary Projects IV. Land Use Planning and Regulatory Vill. Specific Plan Administration Provisions IX. Specific Plan Enforcement V. Infrastructure Plan X. Appendices VI. Program of Implementation Measures 75D-4 ER No. 2018-72, AA No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace Transformation Project June 4, 2019 Page 5 The proposed MainPlace Mall Specific Plan, Specific Plan No. 4 (SP-4), contains the required components listed above. The Specific Plan details the site's context and setting, including its relationship with the surrounding community and its intent of creating a regional mixed -use village with commercial, employment, residential, open space, and visitor amenities and components. SP-4 contains four guiding principles that are intended to realize the success of MainPlace as a regional destination and as a contributor to the existing community. The four guiding principles are: 1. Enhance the Mall as an Iconic Local Shopping Destination. This will be realized through reinvestment in the mall and significant upgrades to the overall site through new sidewalks, bicycle lanes, landscaping, roadways, and parking. 2. Create a Unique Lifestyle and Entertainment Experience. This will be realized creating a mixed -use village consisting of retail, office, multi -family, and hospitality uses in an urban setting. 3. Promote a Diverse Mixture of Uses. This will be realized through careful curation of uses allowed both inside the existing mall and in new projects constructed around the mall. 4. Enhancing the North Santa Ana Cultural Experience. This guiding principle does not directly affect physical development at MainPlace but will be realized through additional uses at MainPlace that will complement existing regional draws such as the Bowers Museum and Discovery Science Center. When fully implemented, the Specific Plan will result in changes to the MainPlace site that include the following: 1. Ten (10) developable parcels for mixed -use and commercial development, including the existing MainPlace Mall building; 2. New onsite roadways with sidewalks, landscaping, and plaza areas depending on building type and use; 3. Creation of a new central, open -space plaza adjacent to the former Nordstrom space; 4. Enhancement of Main Place Drive to add bicycle lanes and enhance landscaping; 5. Realignment of Main Place Drive between Main Street and Bedford Road to create a rectangular -shaped, developable parcel intended for mixed -use development; and 6. Realignment of the loop road surrounding MainPlace Mall to anticipate a westward expansion of the mall for a regional "edutainment" tenant. The Specific Plan establishes a vision for a dynamic, mixed -use environment consisting of a regional mall surrounded by a mixed -use urban village containing residential, commercial, hotel, and office components. Moreover, the Specific Plan maintains the ability of the existing mall to expand. New land uses would be introduced to the site over time as market conditions warrant. Implementing projects would be submitted to the City for review on a case -by -case basis, requiring administrative review unless thresholds are met to require review and approval by the 75D-5 ER No. 2018-72, AA No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace Transformation Project June 4, 2019 Page 6 Planning Commission and/or City Council. Development regulations within the Specific Plan will ensure that projects are constructed pursuant to standards establishing setbacks and pedestrian zones, parking, and height. Allowable uses are defined for different sub -districts within the Specific Plan. Design Guidelines and Implementation sections within the Specific Plan will ensure that implementing projects are high -quality and reviewed consistently, streamlining the process for new developments in the Specific Plan area. Finally, implementing projects will be required to submit development impact fees and meet any inclusionary housing requirements in the Housing Opportunity Ordinance in place at the time of construction permits issuance. Analysis of the Issues The applicant is requesting approval of a Specific Plan, Tentative Parcel Map, and Development Agreement to facilitate construction of a master -planned, mixed -use village at MainPlace Mall. An analysis of issues is presented in Table 4 on the following pages. Table 4: Issues Analysis Issue Analysis _� Scale The Specific Plan is intended to produce a dynamic, mixed -use village that is integrated into and respects the surrounding community. Important components addressing scale include: • New buildings will be limited to 10 stories in height on the western side of the specific plan area where single-family residential neighborhoods exist across the 1-5 Freeway, while more intense development is allowed along the eastern portion of the Specific Plan area adjacent to existing mixed - use and commercial developments. • The Specific Plan's design guidelines will ensure that new projects are built to incorporate step -backs and other features to reduce massing. • Street plans for onsite roadways will ensure sufficient buffers between roadways, sidewalks, plaza areas, and buildings. Compatibility The Specific Plan is compatible with surrounding land uses in that: • The project site is surrounded by commercial and mixed commercial/residential uses to the south and east and by the 1-5 and SR- 22 freeways to the north and west. Beyond the 1-5 and SR-22 freeways are single-family residential neighborhoods in the cities of Santa Ana and Orange, approximately 350 and 300 feet away, respectively. • Development regulations in the Specific Plan limit building height on the project site to 10 stories; 20-story buildings are only permitted along Main Street, away from sensitive land uses such as single-family residences. • The Specific Plan anticipates that more intense land uses such as offices and mixed -use buildings will be located closer to Main Street, away from existing single-family neighborhoods. • Allowable uses in the Specific Plan document are intended to support a dynamic, mixed -use environment. Uses that may negatively impact the site and/or surrounding neighborhoods, such as industrial uses, are prohibited by the Specific Plan. 75D-6 ER No. 2018-72, AA Transformation Project June 4, 2019 Page 7 No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace Density The Specific Plan is consistent with the densities prescribed by the existing District Center (DC) General Plan Land Use designation. • The existing DC designation permits a floor -area ratio (FAR) of up to 2.1 for the MainPlace project site; MainPlace proposes an FAR of 2.08, which is below the 2.1 maximum. The General Plan Land Use Element provides for a density of up to 90 dwelling units per acre in most DC areas, while the Specific Plan proposes a residential density of 39 dwelling units per acre, which is below the typical 90 dwelling units per acre maximum. The General Plan Land Use Element already references existing entitlements at MainPlace, and the equivalencies used to analyze impacts from transitioning already -entitled office square footages at the site to residential land uses will ensure that the densities do not exceed impact analyses in the General Plan. A minimum of 200 square feet of residential open space and amenity space will be required for each residential unit within the Specific Plan The Specific Plan proposes a parking requirement that exceeds these observed demands and takes into account the mixed -use nature of the project site. • The parking standards require 3.5 spaces per 1,000 square feet for commercial uses (retail, restaurant, service, health club, cinema, etc.); 1.65 spaces per residential unit, inclusive of guest parking; 1.1 spaces per hotel room; and 3 spaces per 1,000 square feet for office uses. • The Specific Plan's parking requirements ensure that sufficient parking will be provided for each land use without resulting in parking intrusion into surrounding developments. • The Specific Plan allows for shared and alternative approaches to parking as technology evolves and parking demand is reduced through innovations such as parking lifts, enhanced transit and ridesharing, and conversion of existing parking structures to commercial and/or residential spaces. The entire MainPlace Mall site currently contains 4,882 parking spaces in the form of surface parking lots and multi -level parking structures. As part of the review of the proposed Specific Plan, a parking study was prepared to survey existing onsite parking usage and peak periods. The study finds that existing parking demands are 2.19 parking spaces per 1,000 square feet of gross floor area for the existing mall. This number would increase to 2.59 if the entire mall were occupied with no vacancies, and 2.91 when adjusted for seasonal peaks megionai mousing i ne housing tiement Hnnuai rrogress rteport inauoes a summary or cianta Needs Allocation Ana's progress in meeting its share of the RHNA. There were a total of 1,372 (RHNA) building permits issued for new housing units in 2018, of which 42 percent or 577 housing units are affordable. With these new units, the City substantially exceeds the overall target for Santa Ana's RHNA 204-unit allocation, by over nine times. 75D-7 ER No. 2018-72, AA Transformation Project June 4, 2019 Page 8 No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace - ,Isspe xPinel sis - . The MainPlace Specific Plan will create capacity for development of up to an additional 1,900 housing units in the City. Residential unit development in the Specific Plan area will be subject to the Housing Opportunity Ordinance as applicable. Amendment Application The subject site is currently in the General Commercial (C-2) zoning district. The C-2 zoning district permits a wide variety of commercial uses and includes all uses that are permitted in the Community Commercial (C-1) zoning district. In addition to those uses, the C-2 zoning district permits limited wholesale, research and development, equipment sales, car washes, trailer parks and camps, thrift shops, food distribution centers, indoor swap meets, warehouse stores, and superstores. These uses are permitted by -right or are subject to approval of a conditional use permit. The existing C-2 zoning designation does not meet the goals and objectives of the project to produce a dynamic mixed -use village with residential, hotel, office, and commercial land uses. SP-4 will ensure high -quality development at MainPlace and maintains the General Plan's vision for District Centers. According to the General Plan, District Centers are designed to serve as anchors to the City's commercial corridors, and to accommodate major development activity. District Centers are to be developed with an urban character that includes a mixture of high-rise office, commercial, and residential uses which provide shopping, business, cultural, education, recreation, entertainment, and housing opportunities. The Main Place/City Place District Center includes a regional shopping center and office complex, as well as high intensity housing and mixed -use development. The proposed Amendment Application (zone change) to establish a Specific Plan (SP-4) zoning designation is consistent with the goals and objectives of the project and is consistent with the goals and policies of the site's existing District Center (DC) General Plan land use designation. The proposed Specific Plan will establish permitted uses that will be permitted by right, subject to a conditional use permit, or subject to a land use certificate. The uses are intended to create a dynamic, mixed -use environment anchored by a central commercial mall and surrounded by complementary land uses. These uses differ from those allowed by the existing C-2 zoning at the site, which permit a broader range of commercial activities, many of which do not support the stated goals and vision for the project site. Additional details on the core components of the Specific Plan are provided in Table 5: Project - Specific Development Standards. 75D-8 ER No. 2018-72, AA Transformation Project June 4, 2019 Page 9 No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace Table 5: Proiect-Specific Development Standards Standard %Descriptor` - __-- Maximum Floor Area 2.1 (already permitted by the General Plan Land Use Element) Ratio FAR Maximum Building Mixed -use, residential, hotel, and/or office: 10 stories maximum; 20 stories Height permitted along Main Street or subject to a Site Plan Review approval by the Planning Commission Parking structures: 6 levels maximum above -grade Minimum Building 15 feet minimum from Main Street and Main Place Drive Setbacks Onsite Parking Commercial (retail, service, restaurants, etc.): 3.5 spaces per 1,000 sq. ft. gross floor area Residential: 1.5 spaces per unit, plus 0.15 spaces per unit for guest parking (1.65 gross parking spaces per unit) Hotel: 1.1 spaces per room Office: 3.0 spaces per 1,000 s . ft. gross floor area Onsite Open Space Minimum 200 square feet onsite per each residential unit; Minimum 15 and Landscaping ercent open sace for each planning area within the Specific Plan. Tentative Parcel Map The applicant has submitted a tentative parcel map to subdivide the project site into 10 parcels to create developable sites within the Specific Plan area. The 10 parcels include MainPlace Mall, which will remain at the core of the Specific Plan area. The remaining 9 parcels will surround the mall building, creating sites for mixed -use, residential, hotel, parking structure, and/or office developments to be submitted individually in the future. The tentative parcel map details roadway and utility improvements, as well as realignment of Main Place Drive in Parcel 1 to create a standard, rectangular -shaped parcel for future mixed - use development. These improvements will require a vacation of a portion of Main Place Drive near the Macy's building and vacation of smaller roadway segments due to various street improvements proposed along Main Place Drive for bike lanes and utility infrastructure. CC&Rs will be adopted to define the operating and maintenance requirements. They will also maintain a property owner's association responsible for maintenance and enforcement of the CC&Rs and will ensure that parking and access can be shared throughout the entire Specific Plan area The tentative parcel map leaves the Macy's parcel as -is, as it is an existing condition. The parcel is currently under separate ownership and is subject to a long-term lease, which render possible adjustments to the parcel as part of the tentative map impossible. The Specific Plan addresses any potential redevelopment that could take place on that parcel should Macy's reevaluate its presence at the site. 75D-9 ER No. 2018-72, AA No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace Transformation Project June 4, 2019 Page 10 Development Agreement The applicant has requested approval of a development agreement (DA), which is a contract between the City and a developer that provides assurances and public benefits for both parties. The development agreement addresses the term of the agreement, possible extensions, indemnification, incentives for buildout of the non-residential and residential components of the project, requirements for recording conditions, covenants, and restrictions (CC&Rs), public art, City access to onsite open space areas, positive local impacts, overcrowding mitigation plans, and monitoring and reporting. These terms have been crafted to ensure high -quality development at the project site with positive financial impacts to the City. Additional details are provided in the summary of major deal points in Table 6, Development Agreement Major Deal Points. Table 6: Development Agreement Maior Deal Points )Item �Glescription- Term and Extensions The initial term of the DA is 10 years. The term may be automatically extended to 15 years if the developer completes construction or redevelopment of certain components within the first 7 to 8 years, including the central open space, the Nordstrom box building, large -format educational/entertainment use, parking, and site improvements, and hotel rooms. Non -Residential Completing non-residential components of the project, including construction Development or redevelopment of central open space, the Nordstrom box building, large - Incentives format educational/entertainment use, parking, and site improvements, and/or hotel rooms, will result in automatic extensions to the DA from 10 to up to 20 years. Completion of non-residential development components will also allow issuance of building permits for additional residential units on the site, ensuring a balance of revenue -generating uses for the City. City Access to Open The DA ensures that the City will be provided usage of the Central Plaza, Spaces Entry Plaza, or other mutually -accepted space at least 12 days each calendar year for events that are reasonably compatible with the project programming. The owner will also be required to provide at least 10 free events each year for the general public. Public Art The DA requires that public art be created, installed, and maintained on the project with a value equivalent to one-half of one percent (0.5%) of the total construction cost of the project. The public art component must also include at least two publicly -accessible water features on the project site. Positive Local Impacts The DA requires that the owner shall submit a plan for ongoing engagement and support of local philanthropic activities in Santa Ana relating to education, culture, and the arts, as well as local live -work preference for the rental or sale of residential units on the project site, and a local sourcing plan to hire and procure locally. 75D-10 ER No. 2018-72, AA No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace Transformation Project June 4, 2019 Page 11 ENVIRONMENTAL IMPACT The MainPlace Transformation Project required preparation of studies relating to traffic, noise, air quality, greenhouse gas emissions, geologic and seismic hazards, hydrology and hydraulics, and sewer capacity. In addition, a health risk assessment, water supply assessment, water quality management plan, and fiscal impact and economic benefit analysis were prepared. All studies evaluate the changes of the proposed revisions as compared to the existing entitlements and were reviewed for content and accuracy by the City. The technical studies evidenced that an EIR Addendum to the previously -certified 1983 EIR is the appropriate CEQA document to evaluate and disclose the project's impacts. An addendum to a previously certified EIR is prepared when a lead agency is asked to approve modifications to an existing project for which an EIR has already been certified. An addendum evaluates the requested modifications and determines whether subsequent EIR review is required. Pursuant to CEQA case law, an addendum applies the same thresholds as the original, certified EIR. (Citizens Against Airport Pollution v. City of San Jose (2014) 227 Cal.AppAth 788.) Moreover, pursuant to Public Resources Code section 21166 and State CEQA Guidelines section 15162, when an EIR has been certified for a project, the City shall not require a subsequent or supplemental EIR or negative declaration for the project unless the lead agency determines that one or more of the following conditions are met: 1. Substantial project changes proposed that would result in new or substantially more severe impacts than disclosed in the previous EIR; 2. Substantial changes in circumstances that would result in new or substantially more severe impacts than disclosed in the previous EIR; or 3. Significant new information has come to light that shows there will be new or substantially more severe impacts than disclosed in the previous EIR. If some changes or additions to the previously prepared EIR are necessary, but none of the conditions specified above are met, the lead agency shall prepare an Addendum. In accordance with the State CEQA Guidelines, since none of the conditions specified in section 15162 are present, an Addendum to the previously certified 1983 EIR is the appropriate form of environmental review for the MainPlace Transformation Project. The Addendum focuses on the potential environmental impacts associated with the MainPlace Transformation Project that might cause a change in the conclusions of the certified 1983 EIR, including changes in circumstances or new information of substantial importance that would substantially change those conclusions. The Addendum considers whether the project result in new or substantially more severe impacts than were disclosed in the 1983 EIR and finds that no supplemental or subsequent EIR is required for the MainPlace Transformation Project. Pursuant to State CEQA Guidelines section 15164(b), an addendum to a previously -certified EIR is not circulated for public review. The Addendum is included with this staff report as Attachment 75D-11 ER No. 2018-72, AA No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace Transformation Project June 4, 2019 Page 12 9. Pursuant to State CEQA Guidelines section 15164(d), the City Council must consider the Addendum together with the 1983 EIR before making a decision on the MainPlace Transformation Project. Previous CEQA Documentation The 1983 EIR was prepared to evaluate the potential impacts associated with the rehabilitation and redevelopment of Fashion Square as a mixed -use commercial center with 1,600,000 square feet of retail space, 1,500,000 square feet of office space, and 1,200 hotel rooms. The 1983 EIR was certified by the City of Santa Ana Redevelopment Agency in 1983. The 1983 EIR considers the environmental impacts relating to land use, soils and geology, hydrology, biological resources, archaeology, traffic and circulation, noise, air quality, aesthetics (including shade/shadow, solar glare, and illumination), housing/population, John Wayne Airport, public services and utilities (including natural gas, electricity, communications, water, sewer, solid waste, police protection, and fire protection), energy conservation, irreversible environmental changes, and growth inducement. It determined that the original, 1983 entitlements would not result in any potentially significant impacts relating to soil and geology, hydrology, archaeology, noise, air quality, housing/population, John Wayne Airport, natural gas, electricity, communications, water, sewer, and solid waste. In 1996, the City prepared Addendum (ER 96-033) to the Environmental Impact Report for Proposed MainPlace/Santa Ana Expansion to the 1983 EIR to evaluate a proposed expansion of the original, 1983 entitlements' commercial uses. The 1996 Addendum evaluated each topical issue addressed in the 1983 EIR and included updated air quality and traffic analyses. The 1996 Addendum concluded that no subsequent environmental impact report was required under CEQA because the proposed retail expansion did not result in new or substantially more severe significant impacts than were disclosed in the 1983 EIR. While the 1996 proposed retail expansion was never fully implemented, in 2000 the City relied on the 1996 Addendum and 1983 EIR to approve a site plan and vesting tentative parcel map. These entitlements permitted up to 1,509,255 square feet of retail, 1,500,000 square feet of office space, and 400 hotel rooms. A final parcel map consistent with the 2000 entitlements was approved and recorded in October 2002. However, the improvements related to the parcel map and 2000 entitlements were never implemented. Mitigation Measures and Addendum Conclusions The City has prepared an updated Mitigation Monitoring and Reporting Program (MMRP) for the MainPlace Specific Plan. The original MMRP contained 19 mitigation measures, of which 8 are ongoing and applicable and 11 are no longer applicable because they have been completed or have been superseded by changes to various laws or codes. 75D-12 ER No. 2018-72, AA Transformation Project June 4, 2019 Page 13 No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace An updated MMRP has been prepared to for the MainPlace Transformation Project Specific Plan. The mitigation measures from the 1983 EIR include measures that are not applicable to the proposed MainPlace Mall Transformation Project, require modifications to reflect the current status of development at the Project site, or have been implemented and do not need to be carried forward. The 1996 Addendum did not identify any additional mitigation measures. The 1983 EIR mitigation measures are listed in the updated MMRP after each topical section. Where any clarifications to the 1983 EIR mitigation measures were necessary, strikeout text is used in the updated MMRP to show deleted wording and underline text is used to indicate wording that has been added. The MainPlace Transformation Project Addendum concludes no new or substantially greater impacts would occur with implementation of the proposed Project when compared to those identified in the 1983 EIR or the 1996 Addendum for: land use; soils and geology; hydrology; biota; archaeology; transportation and circulation; noise; air quality; shade/shadow, solar glare, and illumination; aesthetics; housing and population; airport; public services and utilities; energy conservation; irreversible environmental changes; and growth inducement. The updated MMRP will continue to mitigate or lessen any impacts already identified by the 1983 EIR, and any mitigation measures that are no longer applicable have been identified. Public Notification & Community Outreach The City and applicant conducted extensive community outreach to solicit and incorporate feedback from surrounding neighborhoods, affected public agencies and school districts, and other interested parties. Community outreach, Strategic Plan Alignment, and Public Notification details are provided in Table 6, below. Table 6: Public Notification. and Community Outreach Public Notification, and Community Outreach Public Notification & Community Outreach Required Measures A community meeting was held on May 31, 2018 at 5:30 p.m. at the MainPlace Mall former Nordstrom building in accordance with the provisions of the City's Sunshine Ordinance. Invitations/notices were mailed to property owners and occupants/tenants in a 600-foot radius from the project site, which exceeds the City's minimum 500-foot radius to ensure neighborhoods across the 1-5 and SR- 22 freeways would receive notice. Over 100 members of the public attended, as well as City staff from various agencies. The applicant provided all the required information to the City after the meeting. Details from the community meeting were posted to the project's webpage at https://www.santa-ana.org/pb/planning- division/major-pl anni ng-projects-and-documents/main-place-mall- transformation-project and are included as Attachment 12 to this staff report. Notification by mail was mailed to all property owners, occupants, and other interested parties within 500 feet of the project site on May 24, 2019. 75D-13 ER No. 2018-72, AA Transformation Project June 4, 2019 Page 14 No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace Public Notification, and Community Outreach Newspaper posting was published in the Orange County Register on May 24, 2019. Additional The applicant and City staff met with 78 interested groups, neighborhoods, Measures and/or individuals between May 31, 2018 and March 13, 2019. Meetings include those with business leaders/organizations, City Council, Planning Commissioners, other public agency staff, Neighborhood Associations, school board members, and school districts. The City received numerous letters of support for the project. Letters were received from the Bowers Museum, Jack Fisher Park Neighborhood Association, the Orange County Taxpayers Association, the Santa Ana Chamber of Commerce, Santa Ana Police Officers Association, the League of FISCAL IMPACT There is no fiscal impact associated with this action. At the City's request, the applicant prepared an economic analysis to outline net positive and negative economic and fiscal impacts resulting from the MainPlace Transformation Project. The Net Fiscal Impact & Economic Benefit Analysis, prepared by Kosmont Companies, was peer -reviewed by AECOM and details retail market trends, fiscal impacts, and economic impacts and job benefits. Kosmont's analysis indicates that the entire Specific Plan area at buildout would generate approximately $9.3 million in annual gross fiscal revenues but would create $2.8 million annual gross expenditures, resulting in a net $6.5 million in positive net fiscal impacts. This figure is projected to grow to $8.9 million with Measure X between 2019 and 2028, and $8.1 million thereafter until 2038. In addition to fiscal impacts, Kosmont's analysis indicates that the project is expected to generate over 3,600 full-time jobs during its first phase, which would increase to 12,700 full-time jobs at full buildout. Additional details are provided in the Net Fiscal Impact & Economic Benefit Analysis, included as Attachment 13 to this staff report. AECOM's peer -review of Kosmont's analysis largely supports the findings of the study and finds that the majority of the study is based on sound methodology. The peer -review indicates that while the methodology of the hotel visitors tax analysis is sound, the average daily rate that is used to calculate tax revenue is slightly lower for the City than the Orange County Market as a whole, by roughly 20 percent. However, the peer -review indicates that the study's analyses of economic benefits, fiscal revenues, sales taxes, and expenditures for service population are consistent with established methodologies. STRATEGIC PLAN ALIGNMENT 75D-14 ER No. 2018-72, AA No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace Transformation Project June 4, 2019 Page 15 Approval of this item supports Goal No. 3 Economic Development, Objective No. 2 (Create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), and Goal No. 5 Community Health, Livability, Engagement and Sustainability, Objective No. 3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods) and Objective No. 4 (Support neighborhood vitality and livability). CONCLUSION Based on the analysis in this report, staff is supportive of Amendment Application No. 2018-04, Development Agreement No. 2018-02, and TPM No. 2018-01 for the MainPlace Transformation Project. Moreover, the proposed Specific Plan, tentative parcel map, and development agreement have been analyzed by an EIR Addendum, which finds that no new significant impacts and/or new mitigation are required as a result of the proposed modifications to the site's existing entitlements. The project will transform an existing regional mall into a mixed -use village that will serve as a catalyst for new investment in that segment of Santa Ana and is a vital economic development strategy for the entire City. Minh Thai Executive Director Planning and Building Agency AP:la SARFCA\2019\0-04-19\MainPlace Mall\PBA MainPlace Transformation RFCA.dou Exhibits: 1. Planning Commission Staff Report 2. EIR Addendum and Mitigation Monitoring 3. Amendment Application Ordinance 4. Development Agreement Ordinance 5. Tentative Parcel Map Resolution Reporting Program Resolution 75D-15 75D-16 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: 7A, 'PLANNING COMMISSION MAY 13, 2019 TITLE: PUBLIC HEARING — ENVIRONMENTAL REVIEW NO.2018.72, AMENDMENT APPLICATION NO.2018-04, DEVELOPMENT AGREEMENT NO.2018-02, AND TENTATIVE PARCEL MAP NO.2018.01 FOR THE MAINPLACE TRANSFORMATION PROJECT SPECIFIC PLAN LOCATED AT 2800 NORTH MAIN STREET (STRATEGIC PLAN NOS. 3, 2; 5, 3; 5, 4) Prepared by All Pezeshkpour, AICP Executive Director - jscxe7irilTil k' � APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED ❑ Applicants Request ❑ Staff Recommendation CKiPINRINIFAla 7 Planning Manager 1, Adopt a resolution recommending that the City Council; (1) adopt a resolution approving and adopting an addendum to the Environment Impact Report for the Fashion Square Commercial Center Project (SCH NO.1983021103) and re -adoption of a mitigation monitoring and reporting program; (2) adopt an ordinance approving Amendment Application No. 2018.04 to establish the MainPlace Specific Plan No. 4; (3) adopt an ordinance approving Development Agreement No. 2018-02; and (4) adopt a resolution approving Tentative Parcel Map No. 2018-01, as conditioned. Executive Summary Margit Allen, representing MainPlace Shoppingtown, LLC, is requesting approval of several entitlements to facilitate a phased mixed -use development master plan at MainPlace Mail, located at 2800 North Main Street. Specifically, the applicant is requesting an amendment application to rezone the property from General Commercial (C-2) to Specific Plan No. 4 (SP-4), a tentative parcel map to subdivide the site into 10 developable parcels, and a development agreement. Staff is recommending approval of the project as the proposed specific plan will facilitate the transformation and redevelopment of the existing MainPlace Mall Into a regional, mixed -use village with additional commercial, office, residential, and hotel projects that will be carefully Integrated with the existing community. 75D-17 ER No. 2018-72, AA Transformation Project May 13, 2019 Page 2 No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace Project Location and Site Description The subject site contains approximately 49 acres generally located northeast of the corner of Main Street and Main Place Drive. The site is surrounded by the Santa Ana (1-5) Freeway to the west, the Garden Grove (SR-22) Freeway to the north, Main Street and commercial and mixed -use land uses to east, and Main Place Drive and commercial -office land uses to the south. The subject site does not include the "Time and Temperature" midrise office building adjacent to the site at 2700 North Main Street. The site is currently improved with the 1,130,000-square foot MainPlace Mall regional shopping center, three parking structures, and surface parking lots. MainPlace Mall contains two anchor tenants, Macy's and J.C. Penney, a vacant anchor store previously tenanted by Nordstrom, interior mall corridor tenants, restaurants, a cinema, an indoor recreation venue, and a fitness club. Table 1: PLoiect Location Information iteirt inforrrla.on777 Pro ect Address 2800 North Main Street Nearest Intersection Main Street and Main Place Drive General Plan Designation Existing: General Commercial GC Proposed: General Commercial (GC) no change proposed) Zoning Designation Existing: General Commercial (C- 2 Proposed: Specific Plan No. 4 (SP-4) Surrounding Land Uses North Garden Grove SR-22 Freeway East Commercial and Mixed -Use South Commercial and Office West Santa Ana 1-5 Freeway Property Size 49.04 acres (gross) Existing Site Development The site contains a 1,130,000-square foot regional mall, three parking structures, and surface parking lots. Applicable Zoning Code Sections Existing: SAW Chapter 41, Article III, Division 13 (General Commercial Proposed: SAMC Chapter 41, Article III, Division 25 (Specific Plan) Entitlements SAMC Chapter 41, Article V, Division 11 (Amendments and Change to District Boundaries) Eroiect Background and Chronoloov The Project site has served as a shopping destination since 1958 when the area was known as the Santa Ana Fashion Square. In 1983, the Santa Ana Fashion Square development consisted of an approximately 512,595-square foot open-air retail mall on the Project site. The Fashion Square Commercial Center Subsequent Final Environmental Impact Report (EIR) was prepared in 1983 to 75D-18 ER No. 2018-72, AA Transformation Project May 13, 2019 Page 3 No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace evaluate the potential Impacts associated with the rehabilitation and redevelopment of the site as a mixed -use commercial center with 1,600,000 square feet of retail space, 1,500,000 square feet of office space, and 1,200 hotel rooms. The 1983 EIR was certified by the City of Santa Ana Redevelopment Agency in 1983. In 1987, the majority of the Fashion Square was transformed into what is currently MainPlace Mall. In 1996, the City of Santa Ana prepared Addendum (ER No. 96-033) to the 1983 EIR to evaluate a proposed retail expansion of the project site. While the proposed retail expansion was never fully implemented, in 2000 the City relied on the 1996 Addendum and 1983 EIR to approve a site plan and vesting tentative parcel map. These entitlements permitted up to 1,509,256 square feet of retail, 1,500,000 square feet of office space, and 400 hotel rooms. A final parcel map consistent with the 2000 entitlements was approved and recorded in October 2002. However, the improvements related to the parcel map and 2000 entitlements were never implemented. MainPlace Mall is today comprised of 1,130,000 square feet of commercial and retail uses within an enclosed two- and three-story mall building. There are 4,882 parking spaces in six surface parking lots and three onsite parking structures. Table 2: Previous and Current Entitlements, below, illustrates the site's existing development capacity. Table 2: Previous and Current Entitlements Land Use 1983 EIR Net Year 2000 Change 2000 Parcel Map Commercial 1,600,000 sq. ft, -90,745 sq. ft. 1,509,255 sq. ft. Office 1,500,000 sq. ft. 0 1,500,000 sq. ft. Hotel 1,200 rooms -800 rooms 400 rooms Residential (None) (None) (None) Project Description The applicant is proposing modify the current entitlements listed in Table 2 to establish a new Specific Plan zoning designation on the site. The proposed Specific Plan, SP-4, is implementing a mitigation measure (No. 6.1-1) from the 1983 EIR and would facilitate phased redevelopment and revitalization of the mall into a mixed -use urban village with commercial, office, hotel, and residential uses. The proposed, revised entitlements and net changes are outlined in Table 3: Proposed Entitlements and Net Change on the following page. 75D-19 ER No. 2018-72, AA Transformation Project May 13, 2019 Page 4 No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, -- MainPlace Table 3: Proposed Entitlements and Net Chance 2019 Specific Proposed 2019 Land Use M3 EIR 2000 Parcel Map I Plan Proposal ` Net'Entitiement Change commercial 1,600,000 sq. ft. 1,509,255 sq. ft. 1,400,000 sq. ft. -109,255 sq. ft. Office 1,500,000 sq. ft. 1,500,000 sq, ft. 750,000 sq. ft. -750,000 sq, ft. Hotel 1,200 rooms 400 rooms 400 rooms 0 Residential None None 1,900 units +1,900 units Currently there are 1,130,000 square -feet of commercial. With the existing commercial and proposed entitlements and net changes detailed in Table 3, the proposed MainPlace Mall Specific Plan would still accommodate an additional 270,000 square feet of new commercial development. Because the site currently contains no office, hotel, or residential components, the Specific Plan would also allow up to 750,000 square feet of office space, 400 hotel rooms, and 1,900 residential units. Specific Plan A specific plan is a zoning tool available to local jurisdictions to establish a master plan that ensures high -quality, long-term development over a defined area. The specific plan has been identified as the appropriate zoning tool for the MainPlace project site due to the presence of the existing mall, the desire to introduce new uses over time, to ensure high -quality streetscape, open space, architectural, and landscape design, and to reflect the single ownership of the entire project site. In addition, the specific plan is implementing a mitigation measure of the 1983 EIR, which states that development of the project site should occur through the specific plan process. The specific plan will contain the minimum components required by the State of California. Section 65451 of the Government Code mandates that a specific plan contain the following components: 1. Introductory Plan Information 11. Summary 111. Introduction IV. Land Use Planning and Regulatory Provisions V� Infrastructure Plan VI. Program of Implementation Measures VI I. Relationship of the Specific Plan's Environmental Document to Subsequent Discretionary Projects Vill. Specific Plan Administration IX. Specific Plan Enforcement X. Appendices The proposed MainPlace Mall Specific Plan, Specific Plan No. 4 (SP-4), contains the required components listed above. The Specific Plan details the site's context and setting, including its 75D-20 ER No. 2018-72, AA No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace Transformation Project May 13, 2019 Page 5 relationship with the surrounding community and its intent of creating a regional mixed -use village with commercial, employment, residential, open space, and visitor amenities and components, SP-4 contains four guiding principles that are Intended to realize the success of MainPlace as a regional destination and as a contributor to the existing community. The four guiding principles are: 1. Enhance the Mall as an Iconic Local Shopping Destination. This will be realized through reinvestment in the mail and significant upgrades to the overall site through new sidewalks, bicycle lanes, landscaping, roadways, and parking. 2. Create a Unique Lifestyle and Entertainment Experience. This will be realized creating a mixed -use village consisting of retail, office, multi -family, and hospitality uses in an urban setting. 3. Promote a Diverse Mixture of Uses. This will be realized through careful curation of uses allowed both inside the existing mall and In new projects constructed around the mall. 4. Enhancing the North Santa Ana Cultural Experience. This guiding principle does not directly affect physical development at MainPlace but will be realized through additional uses at MainPlace that will complement existing regional draws such as the Bowers Museum and Discovery Science Center. When fully implemented, the Specific Plan will result in changes to the MainPlace site that include the following: 1. Ten (10) developable parcels for mixed -use and commercial development, including the existing MainPlace Mail building; 2. New onsite roadways with sidewalks, landscaping, and plaza areas depending on building type and use; 3. Creation of a new central, open -space plaza adjacent to the former Nordstrom space; 4. Enhancement of Main Place Drive to add bicycle lanes and enhance landscaping; 5. Realignment of Main Place Drive between Main Street and Bedford Road to create a rectangular -shaped, developable parcel intended for mixed -use development; and 6. Realignment of the loop road surrounding MainPlace Mall to anticipate a westward expansion of the mall for a regional "edutainment" tenant. The Specific Plan establishes a vision for a dynamic, mixed -use environment consisting of a regional mall surrounded by a mixed -use urban village containing residential, commercial, hotel, and office components. Moreover, the Specific Plan maintains the ability of the existing mall to expand. New land uses would be introduced to the site over time as market conditions warrant. Implementing projects would be submitted to the City for review on a case -by -case basis, requiring administrative review unless thresholds are met to require review and approval by the Planning Commission and/or City Council. Development regulations within the Specific Plan will ensure that projects are constructed pursuant to standards establishing setbacks and pedestrian zones, 75D-21 ER No. 2018-72, AA Transformation Project May 13, 2019 Page 6 No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace parking, and height. Allowable uses are defined for different sub -districts within the Specific Plan. Design Guidelines and Implementation sections within the Specific Plan will ensure that implementing projects are high -quality and reviewed consistently, streamlining the process for new developments in the Specific Plan area. Finally, implementing projects will be required to submit development impact fees and meet any inclusionary housing requirements in the Housing Opportunity Ordinance in place at the time of construction permits issuance. Analysis of the Issues The applicant Is requesting approval of a Specific Plan, Tentative Parcel Map, and Development Agreement to facilitate construction of a master -planned, mixed -use village at MainPlace Mali. An analysis of issues is presented in Table 4 on the following pages. Table 4: Issues Analysis Issue Analysis f 1. Scale The Specific Plan is intended to produce a dynamic, mixed -use village that is integrated into and respects the surrounding community. New buildings will be limited to 10 stories in height on the western side of the specific plan area where single-family residential neighborhoods exist across the 1-5 Freeway, while more Intense development is allowed along the eastern portion of the Specific Plan area adjacent to existing mixed -use and commercial developments. The Specific Plan's design guidelines will ensure that new projects are built to Incorporate step -backs and other features to reduce massing, while the street plans for onsite roadways will ensure sufficient buffers between roadways, sidewalks, plaza areas, and buildings. Compatibility MainPlace Mail is surrounded by commercial and mixed commercial/residential uses to the south and east and by the 1-5 and SR-22 freeways to the north and west. Beyond the 1-5 and SR-22 freeways are single-family residential neighborhoods in the cities of Santa Ana and Orange, approximately 350 and 300 feet away, respectively. Development regulations in the Specific Plan limit building height on the project site to 10 stories; 20-story buildings are only permitted along Main Street, away from sensitive land uses such as single-family residences. Moreover, the Specific Plan anticipates that more intense land uses such as offices and mixed -use buildings will be located closer to Main Street, away from existing single-family neighborhoods. Finally, the allowable uses in the Specific Plan document are intended to support a dynamic, mixed -use environment. Uses that may negatively Impact the site and/or surrounding neighborhoods, such as industrial uses, are prohibited by the Specific Plan. Density The existing District Center (DC) General Plan land use designation permits a floor -area ratio (FAR) of up to 2.1 for the MainPlace project site. The General Plan Land Use Element provides for a density of up to 90 dwelling units per acre In most DC areas. The MalnPlace Specific Plan proposes an FAR of 2.08, which is less than the 2.1 maximum allowed per the General Plan, as well as a 75D-22 ER No. 2018-72, AA No. 2018-04, DA No Transformation Project May 13, 2019 Page 7 2018-02, & TPM No. 2018-01, — MainPlace Issue Analysis residential density of 39 dwelling units per acre, which is below the typical 90 dwelling units per acre maximum. The General Plan Land Use Element already references existing entitlements at MainPlace, and the equivalencies used to analyze impacts from transitioning already -entitled office square footages at the site to residential land uses will ensure that the densities do not exceed impact analyses in the General Plan. Finally, a minimum of 200 square feet of residential open space and amenity space will be required for each residential unit within the Specific Plan area, ensuring a livable environment for residents. Onsite Parking The entire MainPlace Mall site currently contains 4,882 parking spaces in the form of surface parking lots and multi -level parking structures. As part of the review of the proposed Specific Plan, a parking study was prepared to survey existing onsite parking usage and peak periods. The study finds that existing parking demands are 2.19 parking spaces per 1,000 square feet of gross floor area for the existing mall. This number would increase to 2.59 if the entire mall were occupied with no vacancies, and 2.91 when adjusted for seasonal peaks (December holiday period). Additional details are provided in Attachment 15. The Specific Plan proposes a parking requirement that exceeds these observed demands and takes into account the mixed -use nature of the project site. The parking standards require 3.5 spaces per 1,000 square feet for commercial uses (retail, restaurant, service, health club, cinema, etc.);1.65 spaces per residential unit, inclusive of guest parking; 1 : 1 spaces per hotel room; and 3 spaces per 1,000 square feet for office uses. These parking requirements ensure that sufficient parking will be provided for each land use without resulting in parking intrusion into surrounding developments. Finally, the Specific Plan allows for shared and alternative approaches to parking as technology evolves and parking demand is reduced through innovations such as parking lifts, enhanced transit and ridesharing, and conversion of existing parking structures to commercial and/or residential spaces. Regional Housing The Housing Element Annual Progress Report includes a summary of Santa Needs Allocation Ana's progress in meeting its share of the RHNA. There were a total of 1,372 (RHNA) building permits issued for new housing units in 2018, of which 42 percent or 577 housing units are affordable. With these new units, the City substantially exceeds the overall target for Santa Ana's RHNA 204-unit allocation, by over nine times. The MainPlace Specific Plan will create capacity for development of up to an additional 1,900 housing units in the City. Residential unit development in the Specific Plan area will be subject to the Housing Opportunity Ordinance as applicable. Amendment Application The subject site is currently in the General Commercial (C-2) zoning district. The C-2 zoning district permits a wide variety of commercial uses and includes all uses that are permitted in the 75D-23 ER No. 2018-72, AA Transformation Project May 13, 2019 Page 8 No. 2018-04, DA No. 2018.02, & TPM No. 2018-01, — MainPlace Community Commercial (C-1) zoning district. in addition to those uses, the C-2 zoning district permits limited wholesale, research and development, equipment safes, car washes, trailer parks and camps, thrift shops, food distribution centers, indoor swap meets, warehouse stores, and superstores. These uses are permitted by -right or are subject to approval of a conditional use permit. The existing C-2 zoning designation does not meet the goals and objectives of the project to produce a dynamic mixed use village with residential, hotel, office, and commercial land uses. SP•4 will ensure high -quality development at MalnPiace and maintains the General Plan's vision for District Centers. According to the General Plan, District Centers are designed to serve as anchors to the City's commercial corridors, and to accommodate major development activity. District Centers are to be developed with an urban character that includes a mixture of high-rise office, commercial, and residential uses which provide shopping, business, cultural, education, recreation, entertainment, and housing opportunities. The Main Place/City Place District Center includes a regional shopping center and office complex, as well as high intensity housing and mixed -use development. The proposed Amendment Application (zone change) to establish a Specific Plan (SP-4) zoning designation is consistent with the goals and objectives of the project and is consistent with the goals and policies of the site's existing District Center (DC) General Plan land use designation. The proposed Specific Plan will establish permitted uses that will be permitted by right, subject to a conditional use permit, or subject to a land use certificate. The uses are intended to create a dynamic, mixed -use environment anchored by a central commercial mall and surrounded by complementary land uses. These uses differ from those allowed by the existing C-2 zoning at the site, which permit a broader range of commercial activities, many of which do not support the stated goals and vision for the project site. Additional details are provided in Attachment 6. Additional details on the core components of the Specific Plan are provided in Table 5, Project - Specific Development Standards, below. Table 5: Project -Specific Development Standards fi5tanklard Dqs"cii :�)abw . Maximum Floor Area 2.1 (already permitted by the General Plan !_and Use Element) Ratio FAR Maximum Building Mixed use, residential, hotel, and/or office: 10 stories maximum; 20 stories Height permitted along Main Street or subject to a Site Plan Review approval by the Planning Commission Parking structures: 6 levels maximum above -grade Minimum Building 15 feet minimum from Main Street and Main Place Drive Setbacks Onsite Parking Commercial (retail, service, restaurants, etc.): 3.5 spaces per 1,000 sq. ft. gross floor area 75D-24 ER No. 2018-72, AA Transformation Project May 13, 2019 Page 9 No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace Standard _00sc-4 tion T Residential: 1.5 spaces per unit, plus 0.15 spaces per unit for guest parking (1.65 gross parking spaces per unit) Hotel: 1.1 spaces per room Office: 3.0 spaces per 1,000 s . ft. gross floor area Onsite Open Space Minimum 200 square feet onsite per each residential unit; Minimum 15 percent and Landscaping open space for each planning area within the Specific Plan, Tentative Parcel Map The applicant has submitted a tentative parcel map to subdivide the project site into 10 parcels to create developable sites within the Specific Plan area. The 10 parcels include MainPlace Mail, which will remain at the core of the Specific Plan area. The remaining 9 parcels will surround the mail building, creating sites for mixed -use, residential, hotel, parking structure, and/or office developments to be submitted individually in the future. The tentative parcel map details roadway and utility improvements, as well as realignment of Main Place Drive in Parcel 1 to create a standard, rectangular -shaped parcel for future mixed -use development. These improvements will require a vacation of a portion of Main Place Drive near the Macy's building and vacation of smaller roadway segments due to various street improvements proposed along Main Place Drive for bike lanes and utility infrastructure. CC&Rs will be adopted to define the operating and maintenance requirements. They will also maintain a property owner's association responsible for maintenance and enforcement of the CC&Rs and will ensure that parking and access can be shared throughout the entire Specific Plan area The tentative parcel map leaves the Macy's parcel as -is, as it is an existing condition. The parcel is currently under separate ownership and is subject to a long-term lease, which render possible adjustments to the parcel as part of the tentative map impossible. The Specific Plan addresses any potential redevelopment that could take place on that parcel should Macy's reevaluate Its presence at the site. Development Agreement The applicant has requested approval of a development agreement (DA), which is a contract between the City and a developer that provides assurances and public benefits for both parties. The development agreement addresses the term of the agreement, possible extensions, indemnification, incentives for buildout of the non-residential and residential components of the project, requirements for recording conditions, covenants, and restrictions (CC&Rs), public art, City access to onsite open space areas, positive local Impacts, overcrowding mitigation plans, and monitoring and reporting. These terms have been crafted to ensure high -quality development at the project site with positive financial impacts to the City. Additional details are provided in the summary of major deal points In Table 6, Development Agreement Major Deal Points. 75D-25 ER No. 2018-72, AA Transformation Project May 13, 2019 Page 10 No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace Table 6: Development Agreement Malor Deal Points =Mein . Dsscii #tan Term and Extensions The initial term of the DA is 10 years. The term may be automatically extended to 15 years if the developer completes construction or redevelopment of certain components within the first 7 to 8 years, Including the central open space, the Nordstrom box building, large -format educational/entertainment use, parking, and site improvements, and hotel rooms, Non -Residential Completing non-residential components of the project, including construction or Development redevelopment of central open space, the Nordstrom box building, large -format Incentives educational/entertainment use, parking, and site improvements, and/or hotel rooms, will result in automatic extensions to the DA from 10 to up to 20 years. Completion of non-residential development components will also allow issuance of building permits for additional residential units on the site, ensuring a balance of revenue -generating uses for the City. City Access to Open The DA ensures that the City will be provided usage of the Central Plaza, Entry Spaces Plaza, or other mutually -accepted space at least 12 days each calendar year for events that are reasonably compatible with the project programming. The owner will also be required to provide at least 10 free events each year for the general public. Public Art The DA requires that public art be created, installed, and maintained on the project with a value equivalent to one-half of one percent (0.5%) of the total construction cost of the project. The public art component must also include at least two publicly -accessible water features on the project site. Positive Local Impacts The DA requires that the owner shall submit a plan for ongoing engagement and support of local philanthropic activities in Santa Ana relating to education, culture, and the arts, as well as local live -work preference for the rental or sale of residential units on the project site, and a local sourcing plan to hire and procure locally. California Environmental Qualify Act The MainPlace Transformation Project required preparation of studies relating to traffic, noise, air quality, greenhouse gas emissions, geologic and seismic hazards, hydrology and hydraulics, and sewer capacity. In addition, a health risk assessment, water supply assessment, water quality management plan, and fiscal impact and economic benefit analysis were prepared, All studies evaluate the changes of the proposed revisions as compared to the existing entitlements and were reviewed for content and accuracy by the City. The technical studies evidenced that an EIR Addendum to the previously -certified 1983 EIR is the appropriate CEQA document to evaluate and disclose the project's impacts. An addendum to a previously certified EIR is prepared when a lead agency is asked to approve modifications to an existing project for which an EIR has already been certified. An addendum evaluates the requested modifications and determines whether subsequent EIR review is required. 75D-26 ER No. 2018-72, AA No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace Transformation Project May 13, 2019 Page 11 Pursuant to CEQA case law, an addendum applies the same thresholds as the original, certified EIR. (Citizens Against Airport Pollution v. City of San Jose (2014) 227 Cal.AppAth 788.) Moreover, pursuant to Public Resources Code section 21166 and State CEQA Guidelines section 15162, when an EIR has been certified for a project, the City shall not require a subsequent or supplemental EIR or negative declaration for the project unless the lead agency determines that one or more of the following conditions are met: 1. Substantial project changes proposed that would result in new or substantially more severe impacts than disclosed in the previous EIR; 2. Substantial changes in circumstances that would result in new or substantially more severe impacts than disclosed in the previous EIR; or 3. Significant new Information has come to light that shows there will be new or substantially more severe impacts than disclosed in the previous EIR. If some changes or additions to the previously prepared EIR are necessary, but none of the conditions specified above are met, the lead agency shall prepare an Addendum. In accordance with the State CEQA Guidelines, since none of the conditions specified in section 15162 are present, an Addendum to the previously certified 1983 EIR is the appropriate form of environmental review for the MainPlace Transformation Project. The Addendum focuses on the potential environmental impacts associated with the MainPlace Transformation Project that might cause a change in the conclusions of the certified 1983 EIR, including changes in circumstances or new information of substantial importance that would substantially change those conclusions. The Addendum considers whether the project result in new or substantially more severe impacts than were disclosed in the 1983 EIR and finds that no supplemental or subsequent EIR is required for the MainPlace Transformation Project. Pursuant to State CEQA Guidelines section 15164(b), an addendum to a previously -certified EIR Is not circulated for public review. The Addendum is included with this staff report as Attachment 9. Pursuant to State CEQA Guidelines section 15164(d), the City Council must consider the Addendum together with the 1983 EIR before making a decision on the MainPlace Transformation Project. Previous CEQA Documentation The 1983 EIR was prepared to evaluate the potential impacts associated with the rehabilitation and redevelopment of Fashion Square as a mixed -use commercial center with 1,600,000 square feet of retail space, 1,500,000 square feet of office space, and 1,200 hotel rooms. The 1983 EIR was certified by the City of Santa Ana Redevelopment Agency in 1983. 75D-27 ER No. 2018-72, AA No. 2018-04, nA No. 2018-02, & TPM No. 2018-01, — MainPlace Transformation Project May 13, 2019 Page 12 The 1983 EIR considers the environmental impacts relating to land use, soils and geology, hydrology, biological resources, archaeology, traffic and circulation, noise, air quality, aesthetics (including shade/shadow, solar glare, and illumination), housing/population, John Wayne Airport, public services and utilities (including natural gas, electricity, communications, water, sewer, solid waste, police protection, and fire protection), energy conservation, irreversible environmental changes, and growth inducement. It determined that the original, 1983 entitlements would not result in any potentially significant impacts relating to soil and geology, hydrology, archaeology, noise, air quality, housing/population, John Wayne Airport, natural gas, electricity, communications, water, sewer, and solid waste. In 1996, the City prepared Addendum (ER 96-033) to the Environmental Impact Report for Proposed MainPlace/Santa Ana Expansion to the 1983 EIR to evaluate a proposed expansion of the original, 1983 entitlements' commercial uses. The 1996 Addendum evaluated each topical issue addressed in the 1983 EIR and included updated air quality and traffic analyses. The 1996 Addendum concluded that no subsequent environmental impact report was required under CEQA because the proposed retail expansion did not result in new or substantially more severe significant impacts than were disclosed in the 1983 EIR. While the 1996 proposed retail expansion was never fully implemented, in 2000 the City relied on the 1996 Addendum and 1983 EIR to approve a site plan and vesting tentative parcel map. These entitlements permitted up to 1,509,255 square feet of retail, 1,500,000 square feet of office space, and 400 hotel rooms. A final parcel map consistent with the 2000 entitlements was approved and recorded in October 2002. However, the Improvements related to the parcel map and 2000 entitlements were never implemented. Mitigation Measures and Addendum Conclusions The City has prepared an updated Mitigation Monitoring and Reporting Program (MMRP) for the MainPlace Specific Plan. The original MMRP contained 19 mitigation measures, of which 8 are ongoing and applicable and 11 are no longer applicable because they have been completed or have been superseded by changes to various laws or codes. An updated MMRP has been prepared to for the MainPlace Transformation Project Specific Plan. The mitigation measures from the 1983 EIR include measures that are not applicable to the proposed MainPlace Mall Transformation Project, require modifications to reflect the current status of development at the Project site, or have been implemented and do not need to be carried forward. The 1996 Addendum did not identify any additional mitigation measures. The 1983 EIR mitigation measures are listed in the updated MMRP after each topical section. Where any clarifications to the 1983 EIR mitigation measures were necessary, strikeout text is used in the updated MMRP to show deleted wording and underline text is used to indicate wording that has been added. 75D-28 ER No. 2018-72, AA No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace Transformation Project May 13, 2019 Page 13 The MainPlace Transformation Project Addendum concludes no new or substantially greater Impacts would occur with implementation of the proposed Project when compared to those Identified in the 1983 EIR or the 1996 Addendum for: land use; soils and geology; hydrology; biota; archaeology; transportation and circulation; noise; air quality; shadetshadow, solar glare, and Illumination; aesthetics; housing and population; airport; public services and utilities; energy conservation; irreversible environmental changes; and growth inducement. The updated MMRP will continue to mitigate or lessen any impacts already Identified by the 1983 EIR, and any mitigation measures that are no longer applicable have been identified. Economic Analysis At the City's request, the applicant prepared an economic analysis to outline net positive and negative economic and fiscal impacts resulting from the MainPlace Transformation Project. The Net Fiscal Impact & Economic Benefit Analysis, prepared by Kosmont Companies, was peer - reviewed by AECOM and details retail market trends, fiscal impacts, and economic impacts and job benefits. Kosmont's analysis indicates that the entire Specific Plan area at buildout would generate approximately $9.3 million in annual gross fiscal revenues but would create $2.8 million annual gross expenditures, resulting in a net $6.5 million in positive net fiscal impacts. This figure is projected to grow to $8.9 million with Measure K between 2019 and 2028, and $8.1 million thereafter until 2038. In addition to fiscal impacts, Kosmont's analysis indicates that the project is expected to generate over 3,600 full-time jobs during its first phase, which would Increase to 12,700 full-time jobs at full buildout. Additional details are provided in the Net Fiscal Impact & Economic Benefit Analysis, included as Attachment 13 to this staff report. AECOM's peer -review of Kosmont's analysis largely supports the findings of the study and finds that the majority of the study is based on sound methodology. The peer -review indicates that while the methodology of the hotel visitors tax analysis is sound, the average daily rate that is used to calculate tax revenue is slightly lower for the City than the Orange County Market as a whole, by roughly 20 percent, However, the peer -review indicates that the study's analyses of economic benefits, fiscal revenues, sales taxes, and expenditures for service population are consistent with established methodologies. Stratealc Plan Alignment, and Public Notification & Community Outreach The City and applicant conducted extensive community outreach to solicit and incorporate feedback from surrounding neighborhoods, affected public agencies and school districts, and other interested 75D-29 ER No. 2018-72, AA Transformation Project May 13, 2019 Page 14 No. 2018-04, DA No. 2018-02, & TPM No. 2018.01, — MainPlace parties. Community outreach, Strategic Plan Alignment, and Public Notification details are provided in Table 6, below. Table 6: Strategic Plan Alignment, Public Notification, and Community Outreach Strategic Plan Alignment, Public Notification and Community Outreach each Strategic Plan Alignment Goai(s), Policy or _ Approval of this item supports Goal No. 3 Economic Development, Policies Objective No. 2 (Create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), and Goal No. 5 Community Health, Livability, Engagement and Sustalnability, Objective No. 3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods) and Objective No. 4 (Support nei hbohoocllimlity). oand Pblc Nan 8,vbmunit Outreach Required Measures A community meeting was held on May 31, 2018 at 5:30 p.m. at the MainPlace Mall former Nordstrom building in accordance with the provisions of the City's Sunshine Ordinance. Invitations/notices were mailed to property owners and occupants/tenants in a 600-foot radius from the project site, which exceeds the City's minimum 500-foot radius to ensure neighborhoods across the 1-5 and SR- 22 freeways would receive notice. Over 100 members of the public attended, as well as City staff from various agencies. The applicant provided all the required Information to the City after the meeting. Details from the community meeting were posted to the project's webpage at https:Lwww.saata-ana ora/ob/olla, nnino- division/m alor-plann ing-projects-and-documents/main-place-mall- r nsformati n- rc'ect and are included as Attachment 12 to this staff report. A public noticed was posted on the project site on May 3, 2019. Notification by mail was mailed to all property owners, occupants, and other interested parties within 500 feet of the project site on May 3, 2019. Newspaper posting was published in the Orange County Register on May 3, 2019. Additional The applicant and City staff met with 78 interested groups, neighborhoods, and/or Measures individuals between May 31, 2018 and March 13, 2019. Meetings include those with business leaders/organizations, City Council, Planning Commissioners, other public agency staff, Neighborhood Associations, school board members, and school districts. The City received numerous letters of support for the project. Letters were received from the Bowers Museum, Jack Fisher Park Neighborhood Association, the Orange County Taxpayers Association, the Santa Ana Chamber of Commerce, Santa Ana Police Officers Association, the League of United Latin American Citizens and multiple residents in Santa Ana. 75D-30 ER No. 2018-72, AA No. 2018-04, DA No. 2018-02, & TPM No. 2018-01, — MainPlace Transformation Project May 13, 2019 Page 15 Conclusion Based on the analysis in this report, staff is supportive of Amendment Application No. 2018-04, Development Agreement No. 2018-02, and TPM No. 2018-01 for the MainPlace Transformation Project. Moreover, the proposed Specific Plan, tentative parcel map, and development agreement have been analyzed by an EIR Addendum, which finds that no new significant impacts and/or new mitigation are required as a result of the proposed modifications to the site's existing entitlements. The project will transform an existing regional mail into a mixed -use village that will serve as a catalyst for new investment in that segment of Santa Ana and is a vital economic development strategy for the entire City. Ali Pezeshkpour, AICP Senior Planner AP:sb SAPlanning Commisslon1201915-13-1 MMainPlace Mall TransfonnatlonWainPlace Mail Speclflc Plan TPM and DA for PC.docx Exhibits: 1. Planning Commission Resolution 2. Vicinity Zoning and Aerial View 3. Draft MainPlace Specific Plan (SP-4) 4. Tentative Parcel Map 5. 1983 EIR 6. 1996 Addendum 7. Sunshine Ordinance community meeting materials 8. Net Fiscal Impact & Economic Benefit Analysis (Kosmont) 9. Peer -review of Net Fiscal Impact & Economic Benefit Analysis (AECOM) 10. Parking study 11. Draft EIR Addendum and Technical Appendices 12. Draft Development Agreement 75D-31 This page left blank intentionally. 75D-32 :11-�iil 75D-33 LS 5.13.19 RESOLUTION NO. 2019-xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA RECOMMENDING TO THE CITY COUNCIL APPROVAL OF THE FOLLOWING: (1) ADOPT AN ADDENDUM TO THE ENVIORNMENTAL IMPACT REPORT FOR THE FASHION SQUARE COMMERCIAL CENTER PROJECT (SCH NO. 1983021103) AND RE - ADOPTION OF A MITIGATION MONITORING AND REPORTING PROGRAM (2) AMENDMENT APPLICATION NO. 2018-04; (3) DEVELOPMENT AGREEMENT NO. 2018-02; AND (4) TENTATIVE PARCEL MAP NO. 2018-01 AS CONDITIONED FOR THE PROJECT LOCATED AT 2800 N. MAIN STREET BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. MainPlace Shoppingtown, LLC (Applicant) is requesting approval of Amendment Application No. 2018-04 pursuant to Section 41-659 et seq. (Division 2 of Article V of Chapter 41) of the Santa Ana Municipal Code to redesignate the subject property from General Commercial (C-2) to Specific Plan No. 4 (SP-4). B. Applicant is also requesting approval of Development Agreement No. 2018- 02 for a development agreement between the City of Santa Ana and MainPlace Shoppingtown, LLC. C. Applicant is also requesting approval of Tentative Parcel Map No. 2018-01 as conditioned to subdivide the subject property into 10 developable parcels. D. On May 13, 2019, the Planning Commission of the City of Santa Ana held a duly noticed public hearing. During its deliberations, all interested persons were given full opportunity to be heard and present evidence, and the Planning Commission considered the environmental analysis and mitigation measures described in the draft Addendum to the Environmental Impact Report for the Fashion Square Commercial Center Project (SCH No. 1983021103) and Mitigation Monitoring and Reporting Program. E. The Planning Commission has reviewed the information presented in the Request for Planning Commission Action staff report dated May 13, 2019, 75D-34 including any and all attachments therein. F. As part of the recommended action, the City Council will take separate actions on the following: (1) Resolution approving and adopting Addendum to the Environmental Impact Report for the Fashion Square Commercial Center Project (SCH No. 1983021103) and Mitigation Monitoring and Reporting Program, attached and included herein as Attachment A; (2) Ordinance for Amendment Application No. 2018-04, attached and included herein as Attachment B; (3) Ordinance for Development Agreement No. 2018-02, attached and included herein as Attachment C; and (4) Resolution for Tentative Parcel Map No. 2018-01 as conditioned, attached and included herein as Attachment D. Section 2. The Planning Commission has independently reviewed and analyzed the draft Addendum to the Environmental Impact Report for the Fashion Square Commercial Center Project (SCH No. 1983021103) and Mitigation Monitoring and Reporting Program. The Addendum and Mitigation Monitoring and Reporting Program are included as Attachment A to the Request for Planning Commission Action dated May 13, 2019 for the project. Pursuant to CEQA Guidelines Section 15074(a), the Planning Commission considered the analysis and conclusion of the MND as well as the mitigations outlined in the Mitigation Monitoring and Reporting Program. The Planning Commission recommends, as a result of its consideration and the evidence presented at the hearings on this matter, that the City Council determine that, as required pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, the MND adequately addresses the expected environmental impacts of this project. On the basis of this review, the Planning Commission recommends that the City Council find that there is no substantial evidence from which it can be fairly argued that the project will have a significant adverse effect on the environment and the MND reflects the independent judgment and analysis of the City Council. Section 3. This Planning Commission of the City of Santa Ana after conducting the public hearing hereby recommends that the City Council adopts the Addendum to the Environmental Impact Report for the Fashion Square Commercial Center Project (SCH No. 1983021103) and re -adopts the Mitigation Monitoring and Reporting Program, consistent with Public Resources Code section 21081.6; make implementation of the Mitigation Measures contained in the Mitigation Monitoring and Reporting Program a condition of approval of the Project; adopt the Mitigation Monitoring and Reporting Program; and direct that the Notice of Determination be prepared and filed with the County Clerk of the County of Orange in the manner required by law; adopt an ordinance approving Amendment Application No. 2018-04; recommends that the City Council adopt an ordinance approving Development Agreement No. 2018-02; and recommends that the City Council adopt a resolution approving Tentative Parcel Map No. 2018-01 as conditioned to facilitate construction of the subject development. Section 4. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, 75D-35 authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. ADOPTED this 13th day of May, 2019. AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney Mark McLoughlin Chairperson 75D-36 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Commission Secretary, do hereby attest to and certify the attached Resolution No. 2019-xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on May 13, 2019. Date: Commission Secretary City of Santa Ana 75D-37 This page left blank intentionally. 75D-38 ATTACHMENT A OF EXHIBIT 1 75D-39 LS 5.13.19 CITY COUNCIL RESOLUTION NO. 2019-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AND ADOPTING AN ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT FOR THE FASHION SQUARE COMMERCIAL CENTER PROJECT (SCH NO. 1983021103) FOR THE MAINPLACE MALL TRANSFORMATION PROJECT AND RE -ADOPTION OF A MITIGATION MONITORING AND REPORTING PROGRAM WHEREAS, applicant MainPlace Shoppingtown, LLC ("Developer" or "Applicant") proposes the MainPlace Mall Transformation Project ("MainPlace Project") at 2800 N. Main Street ("Property") in the City of Santa Ana ("City'); and WHEREAS, the Property is an approximately 49-acre property and the current site of the existing MainPlace Mall, an enclosed 2- to 3-story shopping center with approximately 1,130,000 square feet of commercial uses; and WHEREAS, the MainPlace Project seeks to revitalize the existing MainPlace Mall to adapt to changing market conditions, facilitate private investment, and provide a long- term development plan for the Property; and WHEREAS, the MainPlace Project proposes a full buildout at the Property of 1,400,000 square feet of commercial, 750,000 square feet of office, 400 hotel rooms, and 1,900 residential units; and WHEREAS, the entitlements sought for the MainPlace Project include adoption of a Specific Plan (Specific Plan No. 4), approval of a Tentative Parcel Map (Tentative Parcel Map No. 2018-01), and approval of a Development Agreement (Development Agreement No. 2018-02); and WHEREAS, in 1983, the City Redevelopment Agency certified the Final Environmental Impact Report ("1983 EIR") for the Fashion Square Commercial Center Project ("Originally Approved Plan"), which analyzed the potentially significant environmental impacts of a mixed -use commercial center with 1,600,000 square feet of commercial space, 1,500,000 square feet of office space, and 1,200 hotel rooms; and WHEREAS, in 1996, Addendum ER 96-033 ("1996 Addendum") to the 1983 EIR was prepared and approved to evaluate a then -proposed expansion of the Originally Approved Plan's commercial uses; and WHEREAS, pursuant to the 1983 EIR as amended by the 1996 Addendum, the Property is currently entitled for up to 1,509,255 square feet of commercial, 1,500,000 square feet of office, and 400 hotel rooms ("Current Entitlements"); and 55394, 0005302005762.1 75D-40 WHEREAS, the Current Entitlements could be developed without any further discretionary permits issued by the City; and WHEREAS, when compared against the Originally Approved Plan, the MainPlace Project represents a reduction of 200,000 square feet of commercial, a reduction of 750,000 square feet of office, a reduction of 800 hotel rooms, and the addition of 1,900 residential units; and WHEREAS, when compared against the Current Entitlements, the MainPlace Project represents a reduction of 109,255 square feet of commercial, a reduction of 750,000 square feet of office, no change in the number of hotel rooms, and the addition of 1,900 residential units; and WHEREAS, when compared against the existing MainPlace Mall, the MainPlace Project would permit the addition of 270,000 square feet of commercial, the addition of 750,000 square feet of office, the addition of 400 hotel rooms, and the addition of 1,900 residential units; and WHEREAS, pursuant to the California Environmental Quality Act (Public Resources Code section 21000 et seq.) ("CEQA") and the State CEQA Guidelines (14 Cal. Code Regs. 15000 et seq.), the City is the Lead Agency for the MainPlace Project; and WHEREAS, pursuant to CEQA, when taking subsequent discretionary actions in furtherance of a project for which an EIR has already been certified, the Lead Agency is prohibited from requiring a subsequent or supplemental EIR unless at least one of the circumstances identified in Public Resources Code section 21166 or State CEQA Guidelines section 15162 are present; and WHEREAS, City staff has evaluated the MainPlace Project and considered whether, in light of the impacts associated with its development, any supplemental or subsequent environmental review is required pursuant to Public Resources Code section 21166 or State CEQA Guidelines section 15162; and WHEREAS, based upon the analysis contained in the MainPlace Mall Transformation Project EIR Addendum ("2019 Addendum") City staff has concluded that none of the circumstances described in Public Resources Code section 21166 or State CEQA Guidelines section 15162 have occurred, and thus no supplemental or subsequent EIR is required; and WHEREAS, on May 13, 2019 at a duly noticed public hearing, the Planning Commission considered the 2019 Addendum and recommended its approval to the City Council; and WHEREAS, on June 4, 2019, at a duly noticed public meeting, the City Council has reviewed the Addendum, along with the information in the 1983 EIR and the 1996 Addendum, prior to taking action on the MainPlace Project; and 55394.00053\32005762.t 75D-41 WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: SECTION 1. The above recitals are true and correct and incorporated herein by reference. SECTION 2. State CEQA Guidelines section 15164 requires lead agencies to prepare an addendum to a previously certified EIR if some changes or additions to the project are necessary, but none of the conditions requiring preparation of a subsequent EIR are present. The City Council has reviewed and considered the 1983 EIR, the 1996 Addendum, and the 2019 Addendum, and finds that these documents taken together contain a complete and accurate reporting of all of the potential environmental impacts associated with the MainPlace Project. The City Council further finds that the 2019 Addendum has been completed in compliance with CEQA and the State CEQA Guidelines. The City Council further finds and determines that the Addendum reflects the City's independent judgment. SECTION 3. Based on the substantial evidence set forth in the record, including but not limited to the 1983 EIR, the 1996 Addendum, and the 2019 Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the MainPlace Mall Property, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: (a) The MainPlace Project does not constitute a substantial change that would require major revisions of the 1983 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. (b) There is not a substantial change with respect to the circumstances under which the MainPlace Project will be developed that would require major revisions of the 1983 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. (c) New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 1983 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially 5 5394.0005 3\32005762.1 75D-42 reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. SECTION 4. The City Council hereby finds that certain mitigation measures identified in the 1983 EIR remain applicable to the MainPlace Project, while other mitigation measures are no longer applicable on the basis they have already been completed, or have been superseded by law. These findings are laid out more specifically in the Mitigation Monitoring and Reporting Program ("MMRP") attached hereto as Exhibit A. The City Council therefore hereby re -adopts those mitigation measures identified as remaining applicable to the MainPlace Project, through the MMRP attached hereto and incorporated herein as Exhibit A. SECTION 5. The City Council hereby approves and adopts the 2019 Addendum, attached hereto and incorporated herein as Exhibit B. SECTION 6. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. SECTION 7. The City Council directs staff to prepare, execute and file a CEQA Notice of Determination with the Orange County Clerk's Office within five working days of the City Council's approval of the MainPlace Project. 5 5 394,0005 3\3 20057 62, 1 75D-43 SECTION 8. The 1983 EIR, the 1996 Addendum, and the 2019 Addendum, and any other documents and materials that constitute the record of proceedings upon which these findings have been based are on file and available for public review at Santa Ana City Hall, Planning and Building Agency, M20, 20 Civic Center Plaza, Santa Ana, California 92802. The custodian of these records is Norma Mitre, Acting City Clerk for the City. SECTION 9. The Clerk of the Council shall certify to the adoption of this ordinance and cause the same to be published in the manner prescribed by law. ADOPTED this 4th day of June, 2019. AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck, Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, NORMA MITRE, Acting Clerk of the Council, do hereby attest to and certify the attached Ordinance No. 2019-xx to be the original ordinance adopted by the City Council of the City of Santa Ana on 2019. Date: 55394M053\32005762.1 Norma Mitre Acting Clerk of the City Council City of Santa Ana 75D-44 55394M053\32005762.1 EXHIBIT A MITIGATION MONITORING AND REPORTING PROGRAM 75D-45 a d Y y p C. o.: u m v L O pp Y G p� O a` N N N o F 0 3 c v 2 oN v •G Y_ C i O Y Y i y C c U d E K u 0 C O v i v` IO L N A NC O O N U N N f0 C N O O E o Q m E y O O L N O N '`'j T O pp U O y; -� L ❑ a N v U c O 'O C CO o O C fp N A v fp c N N o-> v a =o v < O Q� a M v Q o a n O r s C a u O° o a'� a E z m ao �n N n m o c d Z m a m `o ea �� •a a m c v m m w c w E v i a o �n cm v vi w M..... w w m Y c ti g v m a y o p m Y E ro T Y U C u v 'o E h` O E O. >O OV C UCl W v N O w C `o w�' 75D-46 V v � '6 Y O L E v Y w o Q 3 E e F a v E a v of mv_ 'O iNiwv- v > o v a > > m o 'u > c � s 'c c c m m -o °O u n y oc Y .o E E Y C E o u u -am. p a 'a-aCc E a o E ¢ c L v 0 C ry C �.. p E N Yo e C C cYY p N C U C " Q c u M m C U a Qp o u e C v C U u m e m vM a O N m Y m m v*'i C M N m N m ug M E e .O L L O v v v CO v v p t mv�' v v vQi O E<b' mN NYE ww ON 'oOLN° C py 0 12 E E O .4 g❑U C C V L v O C > m +L+ N C N y (0 N o O. 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Y o ni u° a> c m a a$ m$ vi m a a 75D-56 Y ° N c o ma z o <V dT { F T Y J7 iN C O 0: N d C N d N 3 E m -aa' o K v o m c m y I- O 6!1 L K C 'p N m pq 0. A O G J C L O w tlp d N O w naa vo O°mJ o v. Q dr w ° O ° cLm v 0 0 d v YOa C O u OO C QdOUJN u v vi O O E E O o m u 'mp w 'm o o` ^ o N m° Jv v m v m. m c `_ A 6 o 3 aEwJ3 vCwJ Q 0 ,.^2. m co +L+ C C C u u .= 3 on v rco u« m Ana �6 O c c a m Y d �n v o g v d d •oc4 L a C L m N 0. U u m L — U Vdi 7 a c N 0. L N C m O u m i0 m �' Og. u m 'in N C N aL+ N d u a E V N c c O_ a E w d C d m> a ° d d v a ° w a0 '^ °' v 'o .dc v m vA -vo o a s .s c w v 4 m v 5 0 d d c a C>° ° a c v Ir O d d °u m J CC 0 ,G m d m N LM 4 a W d L U d 3 C m v-oza c m ii m m N N m ncq a 2 o m- c M O m J N. d a u" d E o 75D-57 v a O N O c 20 c c.Q.m c o..o u o N 0 c u E a H z 0 � a ao c Y c � = a •C O V a.f0. 6h c N U Y l0 E ¢ o I� v N V- v QJ G o L Y m 3 -O N � O1 N NN � v vi ..O J O N vYi 75D-58 D d o c !' Y. h N 1O A' E V.. 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N •' O N E E C fl_ Y m �0 >O N •Y Q O~ -O O tcp 9 d O C 9 j .° }j 0.+ a y 7 .0 M.C:a WC i� 0= N C V 10 N 9 � v V a $ 3 E v e v 3 A A O N ai .a vJi cca C m N u a m v v E> o a E p° v` a > O° v v WE a E v tua c U f0 rvL42 vJi u v'J"i H ° j c U o cC W LO J C N c U O Om N N 5 c y« .°.� J v N L f0 v v c u E J° m y m E v m o o .v. i, u v v 3 w m vcc E m E m N a$ r T' `° a •`v �_ a Y 0 °- ¢ m in u Y a o ~ •Nv -C cd> O .'Yc O O J w W U c L C C O O C C v E2 I= C Q Z io 10 vYi m N N Ir u ,. v m m a a¢ N Y ii a$ u 75D-60 s v v �m �..Q. u w � C U E F J Q c o °- m n� c a: .. Q N C Y C; U O E E m O E U U_ y ° Q Q Q Q E ❑ a 2 ❑ JS uc u v v w O a° E C O O C OQ O tl C O Lc O i� >° C° 13 Hve •Y m O O ._ �CnyE x a d O O 3 v 0 ry N p a+ v'i N C O. Q j a N W vJi vi V O � a Q 0> Z N Q m u OD O N m a 0 O m Q C a 0 ba O v C N m 'a w a v , E L E a a w vmi m L W hp m y T O O a O v m u ❑ .c o N v°- m m v v u m I C_ O O m L° E m w w ti m c Q c E° m `� N o C 6 IIl L vui "UO L W C °' C .y m > is o u v° m v v c ii " a o= 3 s `°. c E -omn .mcu 75D-61 a, 0 d ° d '. A 2 c c: m a. u m'l c E F= ?a M N C ° N C d Y i C •Y A v V N�� C � p N yf QU F N E hU9 E h •-, IL- N f0 vi v c N v O N v f0 � v •}'i Easy v v x m o v s m m cn a mo c a a�N+ a a>i C N U c A': m ? v in u -p O Y 'O Q N G y ,� f0 O .� _C.0 ,° p �p 7 Y vl G C O y •� W- N m N u N E d >> U 'n Y W O w N () QO 10 vi O p a 0 Y m E V, C H U O. a v v -o v"i v va m e ai Q « v '0 m 0 N i i C G N � N N C RI �. m Y o C m p 00 v L N v c p u c m N v 9 O 75D-62 MAINPLACE MALL TRANSFORMATION PROJECT EIR ADDENDUM The MainPlace Mall Transformation Project EIR Addendum and Technical Appendices is available online at: https://www.santa-ana.org/pb/p Ian n i ng-divisio n/major-plann ing-projects-and- docu ments/main-place-mall-transformation-project Or by visiting: Planning and Building Agency — Planning Division Public Counter 55394.00053\32005762.1 20 Civic Center Plaza Santa Ana, CA 92701 75D-63 This page left blank intentionally. 75D-64 r 75D-65 LS 6.13.19 CITY COUNCIL ORDINANCE NO.2019-xx AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2018-04 FOR THE MAINPLACE MALL SPECIFIC PLAN FOR THE PROPERTY LOCATED AT 2800 NORTH MAIN STREET WHEREAS, the City of Santa Ana ("City") is authorized pursuant to Government Code Sections 65450 through 65457 and the Santa Ana City Charter to adopt specific plans to implement its General Plan by acting as statements of planning policy that refine the general plan policies applicable to a defined area, by directly regulating land use, or by bringing together detailed policies and regulations into a focused development scheme; and WHEREAS, applicant MainPlace Shoppingtown, LLC ("Developer") proposes the MainPlace Mall Transformation Project ("MainPlace Project") at 2800 N. Main Street ("Property") in the City, more particularly described in Exhibit A, attached hereto and incorporated herein by this reference; and WHEREAS, the Property is an approximately 49-acre property and the current site of the existing MainPlace Mall, an enclosed 2- to 3-story shopping center with approximately 1,130,000 square feet of commercial uses; and WHEREAS, the MainPlace Project seeks to revitalize the existing MainPlace Mall to adapt to changing market conditions, facilitate private investment, and provide a long- term development plan for the Property; and WHEREAS, the MainPlace Project proposes a full buildout at the Property of 1,400,000 square feet of commercial, 750,000 square feet of office, 400 hotel rooms, and 1,900 residential units; and WHEREAS, the entitlements sought for the MainPlace Project include adoption of a Specific Plan (Specific Plan No. 4) approval of a Tentative Parcel Map (Tentative Parcel Map. 2018-01), and approval of a Development Agreement (Development Agreement No. 2018-02); and WHEREAS, the General Plan land use designation for the Property is District Center and zoning for the Property is General Commercial (C2); and WHEREAS, the proposed MainPlace Mall Specific Plan ("Specific Plan"), attached hereto and incorporated herein as Exhibit B, would regulate and guide land development, design, as well as plan administration and implementation for the Property and the MainPlace Project; and 5 5394.00053\32005777, 1 75D-66 WHEREAS, pursuant to SB 18, which requires local governments to consult with California Native American Tribes before adopting or amending a specific plan, the City contacted the Native American Heritage Commission (NAHC) to request a list of tribes that should be consulted about the MainPlace Project, and NAHC provided a list of six tribes; and WHEREAS, on January 28, 2019, the City formally invited the six Native American Tribes identified by NAHC (Juaneno Band of Mission Indians Acjachemen Nation, Gabrielino-Tongva Tribe, Gabrielino Tongva Indians of California Tribal Council, Gabriel ino/Tongva Nation, Gabrieleno/Tongva San Gabriel Band of Mission Indians, and Gabrieleno Band of Mission Indians —Kith Nation) to consult and none responded requesting consultation; and WHEREAS, the Specific Plan came before the Planning Commission for a duly noticed public hearing on May 13, 2019. At that hearing, the Planning Commission recommended that the City Council approve said Specific Plan; and WHEREAS, the City Council has determined that by adopting the Specific Plan, the City will promote orderly growth and quality development on the Property in accordance with the goals and policies set forth in the General Plan; and WHEREAS, the physical effects, if any, of the MainPlace Project and this Development Agreement have been analyzed pursuant to California Environmental Quality Act ("CEQA") (Pub. Resources Code section 21000 et seq.) in the certified Final Environmental Impact for the Fashion Square Commercial Center Project ("1983 EIR"), Addendum ER 96-033 to that 1983 EIR ("1996 Addendum), and the MainPlace Mall Transformation Project EIR Addendum ("2019 Addendum), and together these documents contain a complete and accurate reporting of all of the potential environmental impacts associated with the MainPlace Project. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: SECTION 1. CEQA. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows: Based on the substantial evidence set forth in the record, including but not limited to the 1983 EIR, the 1996 Addendum, and the 2019 Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the MainPlace Mall Property, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: A. The MainPlace Project does not constitute a substantial change that would require major revisions of the 1983 EIR due to the involvement of new significant environmental effects or a 55394.00053\32005777.1 75D-67 substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the MainPlace Project will be developed that would require major revisions of the 1983 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 1983 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (Hi) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. SECTION 2. GENERAL PLAN CONSISTENCY. Based on the entire record before the City Council, including all written and oral evidence presented to the City Council, the City Council hereby finds that the Specific Plan is compatible with the objectives, policies, and general plan land use programs specified in the General Plan for the City of Santa Ana in that: A. The City of Santa Ana has officially adopted a General Plan. B. The land uses and development authorized by the Specific Plan, and the Specific Plan itself, are compatible with the objectives, policies, general land uses, and programs specified in the General Plan, for the following reasons: 1. The existing General Plan land use designation for the Property is District Center —intended to serve as an anchor to the City's commercial corridors, and to accommodate major development activity. District Centers are to be developed with an urban character that includes a mixture of high-rise office, commercial, and residential uses which provide shopping, business, cultural, education, recreation, entertainment, and housing opportunities. 5 5 394.00053\32005777. 1 75D-68 2. The proposed project will support several goals and policies of the General Plan, including: a. Housing Element (HE) Goal 2: Create diversity of quality housing, affordability levels, and living experiences that accommodate Santa Ana's residents and workforce of all household types, income levels, and age groups to foster an inclusive community. b. HE Policy 2.2: Create high intensity, mixed -use urban villages and pedestrian -oriented experiences that support the mid- to high-rise office centers, commercial activity, and cultural activities in the varied District Centers. C. HE Policy 4.4: Provide adequate rental and ownership housing opportunities and supportive services. d. Land Use (LU) Element Goal 1: Promote a balance of land uses to address basic community needs. e. LU Policy 1.2: Maintain and foster a variety of residential land uses in the City. f. LU Policy 4.3: Support land uses which provide community and regional economic and service benefits. g. LU Policy 4.4: Encourage the development of projects which promote the City's image as a regional activity center. h. LU Policy 5.5: Encourage development which is compatible with, and supportive of surrounding land uses. i. LU Policy 5.7: Anticipate that the intensity of new development will not exceed available infrastructure capacity. j. Land Use (LU) Element Goal 6: Reduce residential overcrowding to promote public health and safety. k. Urban Design (UD) Element Goal 1: Improve the physical appearance of the City through development of districts that project a sense of place, positive community image, and quality environment. I. LID Policy 1.1: New development and redevelopment must have the highest quality design, materials, finishes and construction. 55394.00053 02005777.1 75D-69 C. The proposed Specific Plan will not adversely affect the public health, safety, and welfare in that the Specific Plan will not result in incompatible land uses on adjacent properties, inconsistencies with any General Plan goals or policies, or adverse impacts to the environment. SECTION 3. EFFECTIVENESS. The Specific Plan shall not be effective unless and until the following is adopted and become effective: Resolution No. 2019-xx (2019 Addendum). If the approvals and the Specific Plan are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then the Specific Plan shall be null and void and have no further force and effect. SECTION 4. INDEMNIFICATION. The Developer shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the Project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Developer shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Developer of any Action brought and City shall cooperate with Developer in the defense of the Action. SECTION 5. CITY COUNCIL ACTION. The City Council hereby approves the MainPlace Mall Specific Plan, attached hereto and incorporated herein as Exhibit B, and which shall not take effect unless and until the 2019 Addendum is certified by the City Council. SECTION 6. PUBLICATION. The Clerk of the Council shall certify to the adoption of this ordinance and cause the same to be published in the manner prescribed by law. 5 53 94.00053\32005777.1 75D-70 ADOPTED this 4th day of June, 2019. AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck, Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, NORMA MITRE, Acting Clerk of the Council, do hereby attest to and certify the attached Ordinance No. 2019-xx to be the original ordinance adopted by the City Council of the City of Santa Ana on Date: Norma Mitre Acting Clerk of the City Council City of Santa Ana 55394.00053\32005777.1 75D-71 This page left blank intentionally. 75D-72 EXHIBIT A PROJECT SITE 5 53 94, 0005 3\32005 777.1 75D-73 - ��� 4\�� :..y . :.. . . � .. \ «« §\�� EXHIBIT B MAINPLACE MALL SPECIFIC PLAN The MainPlace Specific Plan (SP-4) is available online at: https://www.sa nta-ana.org/sites/defau lt/fi les/pb/plan n i ng/Fi na I_M ai n Place_SP_On I i ne_Vi ewi n g. pdf 55394.00053\32005777.1 75D-75 This page left blank intentionally. 75D-76 ATTACHMENT C OF EXHIBIT 1 75D-77 LS 5.13.19 CITY COUNCIL ORDINANCE NO. 2019-xx AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DEVELOPMENT AGREEMENT NO. 2018-02 BETWEEN THE CITY OF SANTA ANA AND MAINPLACE SHOPPINGTOWN, LLC FOR THE MAINPLACE MALL TRANSFORMATION PROJECT AT 2800 NORTH MAIN STREET, PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTION 65864, ET SEQ. WHEREAS, the City of Santa Ana ("City') is authorized pursuant to Government Code Sections 65864 through 65869.5 to enter into development agreements with persons having legal or equitable interests in real property for the purpose of establishing certainty for both City and owner in the development process; and WHEREAS, the City has found that development agreements strengthen the public planning process, encourage private participation in comprehensive planning by providing a greater degree of certainty in that process, reduce the economic costs of development, allow for the orderly planning of public improvements and services, allocate costs to achieve maximum utilization of public and private resources in the development process, and ensure that appropriate measures to enhance and protect the environment are achieved; and WHEREAS, the City enters into this Development Agreement pursuant to the provisions of the Government Code and applicable City policies; and WHEREAS, applicant MainPlace Shoppingtown, LLC ("Developer") proposes the MainPlace Mall Transformation Project ("MainPlace Project") at 2800 N. Main Street ('Property") in the City, more particularly described in Exhibit A, attached hereto and incorporated herein by this reference; and WHEREAS, the Property is an approximately 49-acre property and the current site of the existing MainPlace Mall, an enclosed 2- to 3-story shopping center with approximately 1,130,000 square feet of commercial uses; and WHEREAS, the MainPlace Project seeks to revitalize the existing MainPlace Mall to adapt to changing market conditions, facilitate private investment, and provide a long- term development plan for the Property; and WHEREAS, the MainPlace Project proposes a full buildout at the Property of 1,400,000 square feet of commercial, 750,000 square feet of office, 400 hotel rooms, and 1,900 residential units; and WHEREAS, the entitlements sought for the MainPlace Project include adoption of a Specific Plan (Specific Plan No. 4) approval of a Tentative Parcel Map (Tentative 5 53 94,00053\32005 772, 1 75D-78 Parcel Map. 2018-01), and approval of a Development Agreement (Development Agreement No. 2018-02); and WHEREAS, the Development Agreement, attached hereto as Exhibit B, came before the Planning Commission for a duly noticed public hearing on May 13, 2019. At that hearing, the Planning Commission recommended that the City Council approve said Development Agreement; and WHEREAS, entering into this Development Agreement would provide the City with extraordinary and significant benefits that are of regional significance, relate to existing deficiencies in public facilities, require the Developer to contribute a greater percentage of benefits than would otherwise be required, and represent benefits which would not otherwise be required as part of the development process; and WHEREAS, the Project and the use that the Developer proposes in connection with the Property have been extensively reviewed and considered by the City, and such proposed development and use have been found to accommodate the City's recommendations and suggestions in order to protect the public's interest to enhance the desirability of such proposed development and use. The terms and conditions of this Development Agreement have been found to be fair, just and reasonable, and the City has concluded that the pursuit of the MainPlace Project will serve the interests of the City; and WHEREAS, the City Council has determined that by entering into the Development Agreement, the City will promote orderly growth and quality development on the Property in accordance with the goals and policies set forth in the General Plan; and WHEREAS, the physical effects, if any, of the MainPlace Project and this Development Agreement have been analyzed pursuant to California Environmental Quality Act ("CEQA") (Pub. Resources Code section 21000 at seq.) in the certified Final Environmental Impact for the Fashion Square Commercial Center Project (" 1983 EIR"), Addendum ER 96-033 to that 1983 EIR ("1996 Addendum), and the MainPlace Mall Transformation Project EIR Addendum ("2019 Addendum), and together these documents contain a complete and accurate reporting of all of the potential environmental impacts associated with the MainPlace Project; and WHEREAS, the City and Developer have reached mutual agreement and desire to voluntarily enter into the Development Agreement to facilitate development of the Project subject to the conditions and requirements set forth therein; and WHEREAS, the terms and conditions of the Development Agreement have undergone review by the City Council at a publicly noticed hearing and have been found to be fair, just, and reasonable, and consistent with the General Plan; and WHEREAS, the proposed Project is consistent with the MainPlace Specific Plan. 55394.00053\32005772,1 75D-79 NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: SECTION 1. CEQA. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows: Based on the substantial evidence set forth in the record, including but not limited to the 1983 EIR, the 1996 Addendum, and the 2019 Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the MainPlace Mall Property, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: A. The MainPlace Project does not constitute a substantial change that would require major revisions of the 1983 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the MainPlace Project will be developed that would require major revisions of the 1983 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 1983 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. SECTION 2. GENERAL PLAN CONSISTENCY. Pursuant to California Government Code section 65867.5(b) and based on the entire record before the City Council, including all written and oral evidence presented to the City Council, the City Council hereby finds that the Development Agreement is compatible with the objectives, 5 53 94.0005 3\3 2005 772.1 75D-80 policies, and general plan land use programs specified in the General Plan for the City of Santa Ana in that: A. The City of Santa Ana has officially adopted a General Plan. B. The Development Agreement is compatible with the objectives, policies, general land uses, and programs specified in the General Plan, for the following reasons: 1. The existing General Plan land use designation for the Property is District Center —intended to serve as an anchor to the City's commercial corridors, and to accommodate major development activity. District Centers are to be developed with an urban character that includes a mixture of high-rise office, commercial, and residential uses which provide shopping, business, cultural, education, recreation, entertainment, and housing opportunities. 2. The proposed project will support several goals and policies of the General Plan, including: 5 5 3 94,0005 3\3 2005772. l a. Housing Element (HE) Goal 2: Create diversity of quality housing, affordability levels, and living experiences that accommodate Santa Ana's residents and workforce of all household types, income levels, and age groups to foster an inclusive community. b. HE Policy 2.2: Create high intensity, mixed -use urban villages and pedestrian -oriented experiences that support the mid- to high-rise office centers, commercial activity, and cultural activities in the varied District Centers. c. HE Policy 4.4: Provide adequate rental and ownership housing opportunities and supportive services. d. Land Use (LU) Element Goal 1: Promote a balance of land uses to address basic community needs. e. LU Policy 1.2: Maintain and foster a variety of residential land uses in the City. f. LU Policy 4.3: Support land uses which provide community and regional economic and service benefits. g. LU Policy 4.4: Encourage the development of projects which promote the City's image as a regional activity center. h. LU Policy 5.5: Encourage development which is compatible with, and supportive of surrounding land uses. 75D-81 LU Policy 5.7: Anticipate that the intensity of new development will not exceed available infrastructure capacity. Land Use (LU) Element Goal 6: Reduce residential overcrowding to promote public health and safety. k. Urban Design (UD) Element Goal 1: Improve the physical appearance of the City through development of districts that project a sense of place, positive community image, and quality environment. I. LID Policy 1.1: New development and redevelopment must have the highest quality design, materials, finishes and construction. C. The proposed Development Agreement will not adversely affect the public health, safety, and welfare in that the Development Agreement will not result in incompatible land uses on adjacent properties, inconsistencies with any General Plan goals or policies, or adverse impacts to the environment. SECTION 3. EFFECTIVENESS, The Development Agreement shall not be effective unless and until the following are adopted and become effective: Resolution No. 2019-xx (2019 Addendum) and Ordinance No. 2019-xx (MainPlace Specific Plan). If these approvals and Development Agreement are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then the Development Agreement shall be null and void and have no further force and effect. SECTION 4. INDEMNIFICATION. The Developer shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the Project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is 5 5 394,000 53\32005772. 1 75D-82 expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Developer shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Developer of any Action brought and City shall cooperate with Developer in the defense of the Action. SECTION 5. CITY COUNCIL ACTION. The City Council approves Development Agreement No. 2019-xx, attached hereto and incorporated herein as Exhibit B, and which shall not take effect unless and until the 2019 Addendum and the MainPlace Specific Plan are approved by the City Council. SECTION 6. PUBLICATION. The Clerk of the Council shall certify to the adoption of this ordinance and cause the same to be published in the manner prescribed by law. ADOPTED this 4th day of June, 2019. AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck, Assistant City Attorney Miguel A. Pulido Mayor 55394,00053\32005772A 75D-83 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, NORMA MITRE, Clerk of the Council, do hereby attest to and certify the attached Ordinance No. 2019-xx to be the original ordinance adopted by the City Council of the City of Santa Ana on 2019. Date: 55394.00053\32005772.1 Norma Mitre Acting Clerk of the City Council City of Santa Ana 75D-84 55394.00053\32005772.1 EXHIBIT A PROJECT SITE 75D-85 WIF7 ,� 1 1 ;4t EXHIBIT B DEVELOPMENT AGREEMENT The MainPlace Mall Transformation Project Development Agreement is available online at: https://www.santa-ana.org/pb/planning-division/major-planning-projects-and-documents/main-place-mall- 55394.00053\32005772.1 tra nsform ation-project 75D-87 This page left blank intentionally. 75D-88 ATTACHMENT D OF EXHIBIT 1 75D-89 LS 5.13.19 RESOLUTION NO.2019-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING TENTATIVE PARCEL MAP NO. 2018-01, AS CONDITIONED, TO ALLOW SUBDIVISION OF SIX EXISTING PARCELS INTO 10 PARCELS FOR THE MAINPLACE MALL AT 2800 NORTH MAIN STREET WHEREAS, applicant MainPlace Shoppingtown, LLC ("Developer" or "Applicant') proposes the MainPlace Mall Transformation Project ("MainPlace Project') at 2800 N. Main Street ("Property") in the City; and WHEREAS, Developer is requesting approval of a Tentative Parcel Map to allow the subdivision of six existing parcels (APNs 002-210-48, 002-221-27, 002-221-30, 002- 221-51, 002-221-52, 002-222-01) into 10 parcels for the MainPlace Mall at 2800 North Main Street; and WHEREAS, as part of this project, Developer also requested adoption of the proposed MainPlace Mall Specific Plan, for recommendation by the Planning Commission and approval by the City Council; and WHEREAS, Santa Ana Municipal Code section 34-127 authorizes the Planning Commission to review and approve a Tentative Parcel Map; and WHEREAS, on May 13, 2019, the Planning Commission held a duly noticed public hearing on Tentative Parcel Map No. 2018-139; and WHEREAS, the Planning Commission has determined that the required findings, which must be established in order to grant Tentative Parcel Map No. 2018-139, have been established as required by Santa Ana Municipal Code; and WHEREAS, the physical effects, if any, of the MainPlace Project and this Tentative Parcel Map have been analyzed pursuant to California Environmental Quality Act ("CEQA") (Pub. Resources Code section 21000 et seq.) in the certified Final Environmental Impact for the Fashion Square Commercial Center Project ("1983 EIR"), Addendum ER 96-033 to that 1983 EIR ("1996 Addendum"), and the MainPlace Mall Transformation Project EIR Addendum ("2019 Addendum"), and together these documents contain a complete and accurate reporting of all of the potential environmental impacts associated with the MainPlace Project. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: SECTION 1. CEQA. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows: 55394.00053\32005824.1 75D-90 Based on the substantial evidence set forth in the record, including but not limited to the 1983 EIR, the 1996 Addendum, and the 2019 Addendum, the Planning Commission finds that an addendum is the appropriate document for disclosing the changes to the MainPlace Mall Property, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: A. The MainPlace Project does not constitute a substantial change that would require major revisions of the 1983 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the MainPlace Project will be developed that would require major revisions of the 1983 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 1983 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. SECTION 2. FINDINGS. Based on the entire record before the City Council, including all written and oral evidence presented to the City Council, the City Council hereby determines that following findings, which must be established in order to grant Tentative Parcel Map No. 2018-01, have been established as required by Santa Ana Municipal Code: A. The proposed project, as conditioned, and its design and improvements are consistent with the District Center designation of the General Plan and are otherwise consistent with all other Elements of the General Plan. 55394.00053\32005824.1 75D-91 Tentative Parcel Map No. 2018-01, as conditioned, and its design and improvements will be consistent with the District Center (DC) land use designation of the General Plan and are otherwise consistent with all other Elements of the General Plan and applicable Specific Plans. The proposed subdivision is consistent with: 1. Housing Element (HE) Goal 2: Create diversity of quality housing, affordability levels, and living experiences that accommodate Santa Ana's residents and workforce of all household types, income levels, and age groups to foster an inclusive community. 2. HE Policy 2.2: Create high intensity, mixed -use urban villages and pedestrian -oriented experiences that support the mid- to high-rise office centers, commercial activity, and cultural activities in the varied District Centers. 3. HE Policy 4.4: Provide adequate rental and ownership housing opportunities and supportive services. 4. Land Use (LU) Element Goal 1: Promote a balance of land uses to address basic community needs. 5. LU Policy 1.2: Maintain and foster a variety of residential land uses in the City. 6. LU Policy 4.3: Support land uses which provide community and regional economic and service benefits. 7. LU Policy 4.4: Encourage the development of projects which promote the City's image as a regional activity center. 8. LU Policy 5.5: Encourage development which is compatible with, and supportive of surrounding land uses. 9. LU Policy 5.7: Anticipate that the intensity of new development will not exceed available infrastructure capacity. 10.Land Use (LU) Element Goal 6: Reduce residential overcrowding to promote public health and safety. 11. Urban Design (UD) Element Goal 1: Improve the physical appearance of the City through development of districts that project a sense of place, positive community image, and quality environment. 12. UD Policy 1.1: New development and redevelopment must have the highest quality design, materials, finishes and construction. 55394.00053\32005824.1 75D-92 B. The proposed project, as conditioned, conforms to all applicable requirements of the zoning and subdivision codes as well as all other applicable City ordinances, including the proposed MainPlace Mall Specific Plan. Tentative Parcel Map No. 2018-01, as conditioned, will conform to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances. The proposed project, as conditioned, conforms to the provisions of Chapter 34 and 41 of the Santa Ana Municipal Code including parking, setbacks and height. In addition, Covenants, Conditions and Restrictions (CC&Rs) will address issues such as drainage, reciprocal access, landscaping and maintenance that will be recorded prior to approval of the final map. C. The project site is physically suitable for the type and density of the proposed project. The project site is physically suitable for the type and density of the proposed project. The existing buildings on the project site were constructed in compliance with applicable city standards at the time of construction. All anticipated new construction or building expansions will be subject to the development standards in the proposed Specific Plan No. 4 (Ordinance NS-XXXX). Any future development will comply with the provisions of the Santa Ana Municipal Code and Specific Plan No. 4. D. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. Since the project is located in an urbanized area, there are no known fish or wildlife populations existing on the project site. Therefore, the proposed subdivision will not cause any substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. E. The design or improvements of the proposed project will not cause serious public health problems. The design or improvements of the proposed project will not cause serious health problems, with the proposed subdivision not having any detrimental effects upon the general public. All necessary utilities and infrastructure improvements currently exist and comply with City standards. All new infrastructure required will be constructed per the standards in Specific Plan No. 4 (Ordinance NS-XXXX). Therefore, approval of this subdivision will not cause any serious public health problems. 55394, 0005 3\3 2005 824.1 75D-93 F. The design or improvements of the proposed project will not conflict with the easements necessary for public access through or use of the property within the proposed project. The designs or improvements associated with approval of the tentative parcel map will not conflict with easements necessary for public access through or use of the property within the proposed project. The project site will allow for shared common access within development, which is outlined in the CC&Rs. The CC&Rs will ensure all ingress and egress easement and access will be maintained for the project site. SECTION 3. EFFECTIVENESS. Approval of the Tentative Parcel Map shall not be effective unless and until the following are adopted and become effective: Resolution No. 2019-xx (2019 Addendum) and Ordinance No. 2019-xx (MainPlace Mall Specific Plan). If the approvals and the Specific Plan are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then this Tentative Parcel Map approval shall be null and void and have no further force and effect. SECTION 4. CITY COUNCIL ACTION. The City Council hereby approves Tentative Parcel Map No. 2018-01, as conditioned, and which approval shall not be effective unless and until the City Council approves the 2019 Addendum and the MainPlace Mall Specific Plan. The conditions of approval are included herein and attached as Exhibit A. SECTION 5. INDEMNIFICATION. The Developer shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, referendum, and other proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Developer shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the 55394.00053\32005824, t 75D-94 Developer of any Action brought and City shall cooperate with Developer in the defense of the Action. ADOPTED this 4th day of June, 2019. AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck, Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, NORMA MITRE, Acting Clerk of the Council, do hereby attest to and certify the attached Ordinance No. 2019-xx to be the original ordinance adopted by the City Council of the City of Santa Ana on 2019. Date: 5 53 94. 0005 3\32005 824. 1 Norma Mitre Acting Clerk of the City Council City of Santa Ana 75D-95 EXHIBIT A Conditions for Approval for Tentative Parcel Map No. 2018-01 Tentative Parcel Map No. 2018-01 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, Applicant shall meet the following conditions of approval: The Applicant must comply with each and every condition listed below prior to exercising the rights conferred by this tentative tract map. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the tentative tract map. 1. All proposed site improvements must conform to the Site Plan Review approval of DP No. 2018-17. 2. The project and map shall comply at all times with the requirements listed in the attached Public Works Agency memorandum dated May 8, 2019 and attached hereto. 3. Two copies of the recorded final parcel map shall be submitted each to the Planning Division, Building Division and Public Works Agency within 10 days of recordation. 4. Applicant must submit Covenants, Conditions and Restrictions (CC&Rs) for the project to the case planner for review and approval prior to the final map being recorded 5. The tentative parcel map, final map and all improvements required to be made or installed by the subdivider shall be in accordance with the requirements and design standards and specifications of the City of Santa Ana and the requirements of the State Subdivision Map Act. 6. After project occupancy, landscaping is to be maintained in accordance with the landscape plan approved for the project. This shall include the minimum levels of plant materials shown on the landscape plan and installed at the time of occupancy. 7. The property owner shall be responsible for maintaining the lots free from debris, overgrown vegetation, and graffiti. The property owner shall provide as part of the Covenants, Conditions and Restrictions (CC&Rs) that the owner of each condominium shall immediately remove any graffiti placed thereon. Any graffiti must be removed within 24 hours 5 5 394.00053\32005 824.1 75D-96 8. The final map must be approved and recorded prior to issuance of permits for all on - site improvements such as, but not limited to the sidewalk and driveway apron improvements. 9. Development within the area of the map is subject to development and permit fees in effect at the time of permit issuance. Prior to approval of Certificate of Occupancy, all on -site improvements shall be made in accordance with the submitted plans. 10. Prior to submittal of the final map, submit a management plan per Section 34-184 of the Santa Ana Municipal Code. 11. Prior to submittal of the final map, submit a conversion plan per Section 41-1804 of the Municipal Code. 12. Landscaping shall be maintained in compliance with the submitted plan. Any modifications to this plan shall be submitted to the Planning Division for review and subject to the approval of the Planning Manager. 13. Property Maintenance Agreement. Subject to review and applicability by the Planning and Building Agency, the Public Works Agency, and the City Attorney to ensure that the property and all improvements located thereupon are properly maintained, Developer (and the owner of the property upon which the authorized use and/or authorized improvements are located if different from the Applicant) shall execute a maintenance agreement or incorporate the form of this condition within the Project's CC&R's with the City of Santa Ana which shall be recorded against the property and which shall be in a form reasonably satisfactory to the City Attorney. The maintenance agreement shall contain covenants, conditions and restrictions relating to the following: a. Compliance with operational conditions applicable during any period(s) of construction or major repair (e.g., proper screening and securing of the construction site; implementation of proper erosion control, dust control and noise mitigation measure; adherence to approved project phasing etc.); b. Compliance with ongoing operational conditions, requirements and restrictions, as applicable (including but not limited to hours of operation, security requirements, the proper storage and disposal of trash and debris, enforcement of the parking management plan, and/or restrictions on certain uses, c. Ongoing compliance with approved design and construction parameters, signage parameters and restrictions as well as landscape designs, as applicable; d. Ongoing maintenance, repair and upkeep of the property and all improvements located thereupon (including but not limited to controls on the proliferation of trash and debris about the property; the proper and timely removal of graffiti; the 55394.00053\32005824.1 75D-97 timely maintenance, repair and upkeep of damaged, vandalized and/or weathered buildings, structures and/or improvements; the timely maintenance, repair and upkeep of exterior paint, parking striping, lighting and irrigation fixtures, walls and fencing, publicly accessible bathrooms and bathroom fixtures, landscaping and related landscape improvements and the like, as applicable); e. If Developer and the owner of the property are different (e.g., if the Applicant is a tenant or licensee of the property or any portion thereof), both the Applicant and the owner of the property shall be signatories to the maintenance agreement and both shall be jointly and severally liable for compliance with its terms. The maintenance agreement shall further provide that any party responsible for complying with its terms shall not assign its ownership interest in the property or any interest in any lease, sublease, license or sublicense, unless the prospective assignee agrees in writing to assume all of the duties and obligations and responsibilities set forth under the maintenance agreement. The maintenance agreement shall contain provisions relating to the enforcement of its conditions by the City and shall also contain provisions authorizing the City to recover costs and expenses which the City may incur arising out of any enforcement and/or remediation efforts which the City may undertake in order to cure any deficiency in maintenance, repair or upkeep or to enforce any restrictions or conditions upon the use of the property. The maintenance agreement shall further provide that any unreimbursed costs and/or expenses incurred by the City to cure a deficiency in maintenance or to enforce use restrictions shall become a lien upon the property in an amount equivalent to the actual costs and/or expense incurred by the City. h. The execution and recordation of the maintenance agreement shall be a condition precedent to the final map being recorded. 55394,00053\32005824.1 75D-98 MEMORANDUM - wy4 a — To: Ali Pezeshkpour, Principal Planner Planning & Building Agency Date: May 8, 2019 Ehab Elias, Assistant Engineer NPDES PRIORITY PROJECT From: Public Works Agency Subject: DP #2018-17RR AT 2800 NORTH MAIN STREET; AP #002-210-48, 002-221-27, 002-221-28 (Macy's), 002-221-30, 002-221-51, 002-221-52, 002-222-01 PURPOSE: MAINPLACE SHOPPINGTOWN, LLC PROPOSES A MASTER PLAN TO ENTITLE UP TO 1,900 NEW RESIDENTIAL UNITS AS PART OF MASTER PLAN PREVIOUSLY ANALYZED IN 1983 AND AGAIN IN 2000 THAT ALSO INCLUDED UP TO 400 HOTEL ROOMS, 1,400,000 SQUARE FEET OF RETAIL SPACE, AND UP TO 750,000 SQUARE FEET OF OFFICE SPACE. THE PROJECT REQUIRES APPROVAL OF A NEW SPECIFIC DEVELOPMENT (SD) ZONING DISTRICT AND AN EIR ADDENDUM.. PROJECT: MAINPLACE MALL REVITALIZATION MASTER PLAN The Public Works Agency has reviewed the proposed project. To ensure that the requirements of the Santa Ana Municipal Code are met, the developer must obtain approvals from the Public Works Agency at four different phases of the development process — 1) Prior to Site Plan Approval (Including Tentative Map Approval); 2) Prior to the recordation of final map; 3) Prior to Submittal into Building plan check; 4) Prior to Issuance of a Building Permit; and 5) Prior to release of utilities or a certificate of occupancy. The details of all approvals are as follows: A. Prior to site plan approval (Including Tentative Tract Man Approval), complete the following: 1. The Public Works Agency is providing site plan review comments identifying the major components required for this project which will provide further direction for construction/implementation as deemed necessary, but not limited to, the Environmental Impact Report (E.I.R.) Addendum, as well as Traffic Impact Analysis, Drainage Study, Hydrology/Hydraulics Study, Water Demand Study, Water Supply Assessment Study, Sewer Feasibility Study, and Preliminary Water Quality Management Plan if applicable at the sole expense of developer/applicant. .;, e .. 75D-99 •� ._ -5, Revise the site plan4mative map to show all proposed parG@ls with aceess 4em a private or ^ublie s'-ee .-Confirm with planning if a separate letter lot is required for common areas. 8. Revise Hydrology and Hydraulics Study per attached comments Exhibit "C", further comments and project requirement for mitigation measure may apply after clarification based on revisions. 75D-100 DIE rfSG!!*�1SSeflSltF.EtelEfllS.lrRRTNff!T�',f�d.!ll�7l. .e5l�ieSEi -- - EIR�.TJ r . TT.![ll:SEST.I:F.tS...�!!�S'.ESIF!lRtl�5l�l�TRf-}S7-�FISl�J-_T_S!l�SlR!1 �� r _ \ _ _ ., 1� __ �,.Addressed Mil 75D-101 ON _� r •r� .. _�. „ 1 . •1 0-11111 . 11 _r F-0 and approval. The TIA shall inelude, but shall not b a limited to Submitted and under review. OWN The detailed seepe ef woAE will be previded to the eensultaRt. if you have any questions regarding the soope of work pleaqe onntaot Zed Vol ..1,. Senior Gi it Hagineef, .,t (71 A) Please address the following comments of the T1A Add te the,,4pets the, intentionally left blapdE tah1pq Apd a) page ntHnbers of rmwan Wit1,i« t1,e .o«,. i1afieus pages, qM ..:L_T�. me 75D-102 r W"Wwlr. � . .. . . . . . . . . . . . . . .. . // i MOMMIgAlff 75D-103 Comments on Administrative Draft - MainPlace Specific Plan 1) Page 2-16, Section 2.6.1.1) Broadwav: a) Second to last sentence is an incorrect statement. The HOV ramp is not off Broadway, it is off Main Street. Also, note that the access to the HOV ramp at Main St was eliminated on April 2019. "An HOV ramp from Broadway provides access to Interstate S near the Discovery Science Center, south of MainPlace. " Upon review of comments above, please contact Ruben Castaneda with any questions at rcastaneda@santa-ana.org. draining the site without @-xeeeding the sapaeity of any street or adjaeent qte;4n d-r-ain faeilit�- and reoemm@ndations mitigating any defieieneies generated from the pan 09. Submitted under review, 75D-104 ".: " . �.. - - - , illiMill"Wip" oil 75D-105 of way is subject to approval by the Enwirenmental and TF�sportatiefi Advisef) Committee (ETAG). A letter requesting the removal of existing street tree(s) that eenfliot 5with t4e proposed irnprevomofAs will be provided to the City of Santa Ana prior to site 23. Pay all related plan checking deposits for required Public Works Agency submittals. These include preliminary WQMPs, preliminary grading plans, traffic control study, drainage study, sewer capacity analysis and hydrological study. These may be paid at the Public Works counter at the time of submittal of these items, Not Paid, Please make the next submittal at the Development Engineering Counter and Pay related review fees. a. Preliminary Water Quality Management Plan (WQMP)/surface drainage/utility plan should depict all applicable "Site Design," structural "Source Control," and "Treatment Control" Best Management Practices (BMPs) in accordance with the most current Orange County Drainage Area Management Plan (DAMP) and the City of Santa Ana Local Implementation Plan (LIP) 75D-106 b. The site plan shall incorporate improvements as determined by the Public Works Agency from the review of the preliminary WQMP and surface drainage plan. c. The site plan to incorporate construction of any proposed "Site Design", BMPs, (such as walkways with open joints, sidewalks and parking lot aisles with minimum widths, draining sidewalks into adjacent landscaping, incorporating the landscape area into drainage system, etc.) to minimize the impervious areas and to maximize permeability and natural areas. Reference the most current Orange County DAMP and the LIP. d. Any proposed "Treatment Control" BMPs using the Best Available Technology (such as biofilters, dry or wet detention basins, landscape detentions, wet ponds or wetlands, drainage inserts, filtration basins, etc.) and recommended sizing calculations near pollutant source, so as to infiltrate and filter the pollutants of concern in post development runoff flow prior to its discharge into any receiving body of water or urban storm drain. Reference the most current Orange County DAMP and the City of Santa Ana LIP. e. All new developments and significant redevelopments require preparation of a NPDES post -construction storm water management plan in accordance with the most current Orange County DAMP and the City of Santa Ana LIP that includes all applicable BMPs for this "Priority Project." f. Add a note to the site plan and the tentative map to read "The BMPs, shown on the approved site plan are only preliminary and will be revised or modified as necessary upon completion of the WQMP. Prior to the issuance of the grading permit, the approved grading/utility plan shall incorporate all required Structural BMPs. For assistance and an informational handout (including a WQMP template)," Not Noted. .,the site plan to add the riete "This site will be designed arid earistmeted in iteeer-danee with the Ca4ifemia Regional Water Qual'y Control Board Sarita-A*&R-egieft B. Prior to the recordation of final man, complete the following: 1. Submit and have approved Street Improvement Plans prepared by a registered civil engineer for constriction of all new public improvements, including mitigation findings of Environmental Impact Report (E.I.R.), Traffic Impact Analysis, Drainage Study, Hydrology/Hydraulics Study, Water Demand Study, Water Supply Assessment Study, 75D-107 Sewer Feasibility Study, and Preliminary Water Quality Management Plan necessary to support that phase of development being proposed. (Added to continent EE) 2. Submit and have approved Street Improvement Plans prepared by a registered civil engineer for construction of bikelane along MainPlace Mall Drive including sandblasting of existing striping, slurry seal of new pavement and striping of new lanes prior to recordation of first phase of development being proposed. (Added to comment EE) I. Construct sidewalk along Mainplace Drive necessary to support that phase of development being proposed. The sidewalk shall connect to an existing City sidewalk directly or through an accessible path of travel through private property with proper pedestrian signage and easements. (New comment EE) 2. Complete street vacation process for portion of Main Place Drive to be abandoned in advance of the recordation of parcels 1, 2, and/or 9. (Added to comment EE) 3. Complete construction of, or provide a bond for all public and private water and sewer improvements necessary to support that phase of development being proposed. (Added to comment EE) 4. Provide required easements, through a final map, separate instrument or equivalent document for all public water and sewer improvements necessary to support that phase of development being proposed. (Added to comment EE) 5. Provide required CC&R for maintenance and cost sharing responsibility for all private water and sewer improvements necessary to support that phase of development being proposed. (New comment EE) 6. Complete construction of, or provide a bond for all public improvements as shown on the site plan, tentative map and all requirements hereon necessary to support that phase of development being proposed. (Added to comment EE) C. Prior to Submittal into Building plan check, complete the following: Submit to the Public Works agency any of following as applicable to the project: begin review process of surface drainage/grading/utility plans, erosion control plan, water quality management plan, street improvement plan, copy of the Storm Water Pollution Prevention Plan, State Water Board WDID number, street vacation, CC&Rs, easements and parcel map as described below under "Section C. Prior to issuance of building permit', by making the initial submittal of the listed plans and maps, and paying the required fees. D. Prior to issuance of a building permit, complete the following: 75D-108 1. Provide two copies of the approved WQMP that include the following: a. Site Assessment. b. Site Design BMPs. c. Applicable Routine Source Control BMPs. d. Selection and sizing of the Treatment Control BMPs. e. Mechanism(s) by which funding for long-term operation and maintenance of all Structural BMPs will be provided. f. Operation and Maintenance (O&M) Plan to describe the long-term operation and maintenance requirements of all applicable Structural BMPs and to identify the entity in charge of implementation. Note: All new developments and existing facilities with significant redevelopment, irrespective of their size or category (Priority or Non -priority) shall provide and have approved a WQMP prior to the issuance of a grading permit. The WQMP document shall describe all applicable BMPs consistent with the approved surface drainage/grading plan. contact Mindy Ly at (714) 647-5665 for assistance. 2. Submit, for review and approval, a surface drainage/grading/erosion control plan, prepared by a registered civil engineer, showing the direction and means of flow to the adjacent street. The plan is to include existing and proposed elevations at and adjacent to all property lines. Drainage routed to the street must be directed beneath the sidewalk and through the curb. The plan shall depict all applicable "Site Design," structural "Source Control," and "Treatment Control' BMPs in accordance with the most current Orange County DAMP and the City of Santa Ana LIP. Complete street vacation process for portion of Main Place Drive to be abandoned prior to the issuance of building permits on parcel 1 or parcel 9, adjacent to the portion of Mainplace Drive to be vacated.. (Added to cormnent EE) 4. Submit and have approved Street Improvement Plans, prepared by registered civil Engineer(s) for construction of all improvements identified in the approved site plan, and traffic and drainage mitigation measures necessary to support that phase of development being proposed. (New comment EE) 75D-109 5. Construct, or post a bond for, all improvements approved per the site plan, street improvement plans, and mitigation measures necessary to support that phase of development being proposed. (New comment EE). 6. Process and record the following: a. Final Map for the parcel that the building is located on. b. Covenants, Conditions, Restrictions and Easements (CC&Rs) or equivalent document for the maintenance and cost sharing responsibility of the future common utility facilities serving the proposed sites. c. Street abandonment deeds and legal descriptions if the building is located on parcel 1. or parcel 9. d. Easements for all public water and sewer improvements either by separate instrument or equivalent document. e. Agreement for installation of public improvements along with bonds or cash deposit. 7. Pay the required fees as follows: a. Plan Check Fee (WQMP, final map, CC&Rs, grading, dedication, and street improvement). b. Transportation System Improvement Area (TSIA) fees. c. Sewer Connection Fee - Based on the number of plumbing fixture units at the current cost per unit. The Public Works Agency will require a set of both plumbing and floor plans showing existing and new plumbing fixtures for all proposed development, including retail shops, office buildings, hotel and residential units. d. Orange County Sanitation District (OCSD) - Please check with OCSD for the latest fee for all new improvements.) e. Revise the site plan to depict and add a note on the plans to read, appropriate Back Flow Preventer required for all fire services, domestic and landscape water meter per grading and street improvement plans. f. Fair share fees, if required. 75D-110 g. Any proposed project, which includes a Food Service Establishment, shall comply with City's Ordinance No. NS-26-70 for Fat, Oil, and Grease (FOG) Control Program, and its subsequent requirement for construction of a Grease Interceptor. Developer shall contact City's Planning and Building Department to incorporate design of the required grease interceptor of adequate size, into the project's plumbing plans, and to determine an appropriate location for it within the project site. h. Drainage Assessment area fee. Note: The above fees are current and subject to change. The applicant must pay the prevailing rate at the time payment is made. Federal Clean Water Protection Enterprise Fee Surcharge of 26% added to public improvement plan check, sewer lateral/water service, street work permit, and grading permit fees. Street work shall be required to be performed by a licensed contractor. The contractor must provide the following prior to issuance of the street work permit. a. A City of Santa Ana business license. A Certificate of Insurance of general liability containing requirements as set forth by the City Attorney. c. A Contractors license (with approved classification). d. Proof of Worker's Compensation Insurance. e. Two (2) sets of the approved street improvement plans and traffic control plans. If there are any new connections to the City's Water Main, provide an approved application for installation of Water Service. For an application, Contact Water Division, at (714) 647-3320, for assistance. 9. Should the developer seek a building permit release or recordation of the final map prior to completing the off -site improvements, the developer must provide a cash bond (or cash deposit) in an amormt specified by the City of Santa Ana upon approval of all improvement plans and unit quantities. This cash bond (or cash deposit) shall guarantee the construction of all necessary improvements. The cash deposit shall be released after the passage of the mechanics lien period from the date that all improvements have been completed and the street work permit has been signed off by the Public Works Agency's Construction Inspector. The deposit amormt will be determined based upon grading and street improvement plans. 75D-111 General requirements (Water): 1. A complete Water Supply Assessment (WSA) required for this project. The developer is required to complete WSA prior to any permit issuance. 2. An updated 2000 Master Plan Analysis required. 3. Arrange for installation of any needed new, relocation or upgrading of any existing domestic or irrigation WATER SERVICES and WATER MAINS as required by the Public Works Agency. These facilities will be designed and installed in conformance with the City of Santa Ana Standards and approved plans. The developer shall abandon all non -used existing water services and meters at the main per City Standards, salvage and return the meter to the City Yard. The developer's engineer (License Civil Engineer) and contractor (required General Engineering "A" or a "C-34" Contracting License) will do design and installation of new water services following the issuance of a water application and a street work permit (if applicable). Demand calculations per gallon per minute for size determination are required for all domestic and irrigation water meters. Contact Water Division, at (714) 647-3320, for assistance. Note: Separate landscape irrigation water service/meter shall be used to irrigate all non- residential/commercial irrigated landscapes of 1,000 sq. ft. and residential irrigated landscape of 5, 000 sq. ft. or greater. It is required, a proper size water meter to be designed to supply the project's landscape irrigation system. Note: The City of Santa Ana recommends the use of Weather Based Irrigation Controllers" Smart Timers" and Rotating Nozzles for Pup -up Spray Heads to be used on your irrigation systems. For a listing of approved equipment and possible rebates, please go to wwww.bewaterwise.com; Contact Water Ouality Inspector at (714) 647-3341 for assistance. 4. Arrange for installation of any new, relocation or upgrading of any existing FIRE PROTECTION FACILITIES as required by the City of Santa Ana Fire Department. It is required, that these facilities to be installed in conformance with the City of Santa Ana Standards and approved plans. The developer's engineer (License Civil Engineer) 75D-112 and contractor (requiring General Engineering "A" or a "C-34" license) will do design and installation. All residential units require individual meters, master meter for the building with individual private meters for each unit. Provide fire flow calculations for fire line and bacicflow device suggested sizing. Contact OCFA Plan Check, at (714) 573-6126, for assistance. 5. Prior to turning on any water meters (domestic and irrigation) and/or fire services, arrange for installation, testing and certification of all needed BACKFLOW PROTECTION DEVICES, whether such devices are shown on the project plans or not. The developer in conformance with the code, regulations and the City of Santa Ana requirements will install approved bacicflow devices on -site. (Please obtain latest list of approved backflow prevention assemblies from USC foundation for Cross Connection Control and Hydraulic Research.) General requirements (Sewer): All new development projects fronting OCSD sewer shall construct a new City owned sewer main and be served by a separate and new sewer lateral connection(s) to serve each individual lot or parcel. Use of a common or shared sewer lateral/system among separate commercial/industrial parcels or residential lots (with no direct public sewer access) is only allowed if a CC&R for maintenance and cost sharing responsibility of such laterals/systems is prepared and recorded. (Added to comment by Rudy Rosas) 2. A complete Sewer Feasibility Study (SFS) required for this project. It is required to complete SITS prior to any permit issuance. 3. The Developer shall arrange for the design and construction of a new sewer mains as well as sewer lateral(s) per City of Santa Ana Standards and approved Improvement Plans, following the issuance of a Street Work Permit. The developer's engineer (License Civil Engineer) and contractor (requiring General Engineering "A" or a "C-34" license) will do design and installation. 4. Use of a common or shared sewer lateral/system among separate commercial/industrial parcels or residential lots (with no direct public sewer access) only allowed if a CC&R for maintenance and cost sharing responsibility of such laterals/systems prepared and recorded. 75D-113 5. OCSD officials shall approve construction of a new or using an existing OCSD sewer lateral connection in advance (if applicable). The developer shall submit design plans to OCSD for review and approval. After approval of the design connection plans by OCSD, the City of Santa Ana will process an OCSD connection permit. Upon payment of applicable OCSD permit inspection fees, a connection permit will be issued to the developer by OCSD 6. Any existing sewer lateral(s) serving the project site shall be capped and abandoned at the main line per City of Santa Ana standards, (contact Mir Fattahi for the latest sewer abandonment standard.) Contact Water Division, at (714) 647-3320, for assistance. D. Prior to release of utilities or a certificate of occupancy, complete the followin¢: 1. Complete construction of all the required improvement in the public right-of-way necessary to support that phase of development being proposed and provide a copy of the signed off street work permit. (Added to comment EE) Please contact Ehab Elias, at (714) 647-5627, for assistance regarding the above requirements. TADevelopment Services\Development Projects\MainN2800_2018- 017 MaiuPlaceMallRevitallzatloaMasterPlan EEWIEMO MainN2800 2018-017R MainPlaeeMallRevitalizationMasterPlan EE.doc 75D-114 75D-115 5/2/2019 Amendment Application No. 2018-04, Tentative Parcel Map No. 2018-01, and Exhibit 2 - Vicinity Zoning and Aerial View 19 n 7019 Dfaltal Man Prndwts. All riahts rsserved. apps.spatialstream.com/production/dashboard/8/9/0/CurrentSulId/tRrl OD'acll 6 1/1 75D-117 EXHIBIT 3 Draft MainPlace Specific Plan (SP-4) The MainPlace Specific Plan (SP-4) is available online at: https•//www santa-ana org/sites/default/files/pb/"plannina/Final MainPlace SP Online Viewing pdf 75D-118 75D-119 133HS 31111 dVW 1308Vd 3A11V1N31 I gb w r @ < iil95511i9l1#1 w # job %r1 r @% Of 11 pig 1 rgstl ! F!E�e g-!! ! 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UARIr-'' CC3MMERCIAL CENTF VOLUME ..PR EPARED FOR THE CITY 00 SANTA ANA COMMUNITY REDEVELOPMENT AGENCY 0. r�. !'PREPARED BY ULTRAE�YSTEMSm INC. °16®45 VONCALIFORNIA 92714 75D� NE' e-Yo1d.l RS3-7000- FINAL ENVIRONMENTAL IMPACT REPORT CITY OF SANTA ANA REDEVELOPMENT PROJECT FASHION SQUARE COMMERCIAL CENTER -' PREPARED FOR:,. THE CITY OF SANTA ANA COM:iUNITY REDEVELOPMENT AGENCY PREPARED BY: ULTRASYSTEMS, INC. 16845 VON KARMAN AVENUE IRVINE, CALIFORNIA 92714 SEPTEMBER, 19083 4123 75D-133 TABLE OF CONTENTS Section Page 1.0 INTRODUCTION . . . . . . . . . . . . . . . . . . . . 1 2.0 GENERAL SUMMARY OF ENVIRONMENTAL IMPACTS AND MITIGATION MEASURES . . . . . . . . . . . 3 2.1 Land Use . . . _ . . . . < _ . , _ . • • 3 l: 2.2 Soils and Geology . . . . . . . . . . . . . . 4 2.3 Hydrology . . . . . . . . . . . . . . . . . . 4 2.4 Biota . . . . . . . . . . . . . . . . . . . 5 2.5 Archaeology . . . . . . . . . . . . . . . . . 5 2.6 Traffic and Circulation . . . . . . . . . . . 6 2.7 Noise . . . . . . . . . . . . . . . . . . 8 2.8 Air Quality . . . . . . . . . . . . . . . . . 8 2.9 Shade/Shadow, Glare, Illumination . . . . . . 10 2.10 Aesthetics . . . . . . . . . . . . . . . 11 2.11 Housing/Population . . . . . . . . . . . . . . 12 r.: 2.12 John Wayne Airport , . . . . . . . . . 12 2.13 Public Services and Utilities . . . . . . . . 13 2.14 Energy Conservation . . . . . . . . . . . . . 16 3.0 PROJECT DESCRIPTION . . . . . . . . . . ... . . . . . 18 3.1 Location and Boundaries . . . . . e e . . . 18 3.2 Discretionary Actions ' s 18 3.3 Statement of Objectives . . . . . . . . . . . 25 3.4 Project Characteristics . . . . . . . . . . . 27 4.0 REGIONAL SETTING AND RELATED PROJECTS . . . . . . . . 30 �} 5.0 DISCUSSION OF THE ENVIRONMENTAL SETTING, IMPACTS AND MITIGATION MEASURES . . . . . . . . . . . 33 5.1 Land Use . . . . . . . . . . . . . . . . . . . 33 `L 5.1.1 Environmental Setting . . . . . . . . 33 5.1.2 Impacts . . . . . . . . . . . . . 49 5.1.3 Mitigation Measures . . . . 56 5.1.4 Significant Environmental Effects 57 5.2 Soils and Geology . . . . . . . . . . . . . . . 58 5.2.1 Environmental Setting . . . . . . . . 58 5.2.2 Impacts . . . . . . . . . . . . . 59 5.2.3 Mitigation Measures . . . 60 5.2.4 Significant Environmental Effects . , 60 75D-134 i aC W1 . . ;w11 Yptfma TABLE OF CONTENTS (CONTINUED) Section page 5.3 Hydrology . . . . . . . . . . . . . . . . . . . 61 5.3.1 Environmental Setting . . . . . . . . . 61 5.3.2 Impacts . . . . . . . . . . . . . 61 5.3.3 Mitigation Measures . . . . . . . . . . 62 5.3.4 Significant Environmental Effects . . . 62 5.4 Biota . . . . 63 5.4.1 Environmental Setting . . . . . . . . . 63 5.4.2 Impacts . . . . . . . . . . . . . 63 5.4.3 Mitigation Measures . . 64 5.4.4 Significant Environmental Effects . . . 64 5.5 Archaeology . . . . . . . . . . . . . . . . . . 65 L' 5.5.1 Environmental Setting . . . . . . . . . 65 5.5.2 Impacts . . . . . . . . . . . . . 165 I=; 5.5.3 Mitigation Measures . . . . . . 65 5.5.4 Significant Environmental Effects . . . 65 t; 5.6 Traffic and Circulation . . . . . . . . . . . . 66 5.6.1 Environmental Setting . . . . . . . . . 66 L 5.6.2 Impacts . . . . . . . . . . . . . . 84 5.6.3 Mitigation Measures . . . . . III 5.6.4 Significant Environmental Effects . . . 117 5.7 Noise 119 5.7.1 Environmental Setting . . . . . . . . . 119 5.7.2 Impacts . . . . . . . . . . . . 121 5.7.3 Mitigation Measures . . . . . 121 5.7.4 Significant Environmental Effects . . . 123 L 5.8 Air Quality . . . . . . . . . . . . . . . . . . 124 5.8.2 Environmental Setting . . . . . . . . . 124 5.8.2 Impacts . . . . . . . . . . . . . 127 5.8.3 Mitigation Measures . . . . 138 5.8.4 Significant Environmental Effects . . . 138 5.9 Shade/Shadow, Solar Glare, Illumination . . . . 139 5.9.1 Environmental Setting . . . . . . . . . 139 5.9.2 Impacts . . . . . . . . . . . . . 139 5.9.3 Mitigation Measures . . . . 143 5.9.4 Significant Environmental Effects . . . 144 75D-135 TABLE OF CONTENTS (CONTINUED) d Section page 5.10 Aesthetics . . . . . . . . . . . . . . . . . . . 145 5.10.1 Environmental Setting . . . . . . . . . . 145 5.10.2 Impacts . . . . . . . . . . . . . . . 145 l 5.10.3 Mitigation Measures . . . . . . . . 147 5.10.4 Significant Environmental Effects 147 [r 5.11 Housing/Population . . . . . . . . . . . . . . . 148 5.11.1 Environmental Setting . . . . . . . . . . 148 5.11.2 Impacts . . . . . . . . . . . . . . . 165 5.11.3 Mitigation Measures . . . . . 171 5.11.4 Significant Environmental Effects . . . . 171 5.12 John Wayne Airport . . . . . . . . . . . . . . . 172 5.12.1 Encironmental Setting . . . . . . . . . . 172 5.12.2 Impacts . . . . . . . . . . . . . . . 172 5.12.3 Mitigation Measures . . . . . . . . 174 5.12.4 Significant Environmental Effects . . . . 174 5.13 Public Services and Utilities . . . . . . . . . . 175 5.13.1 Natural Gas . . . . . . . . . . . . . . . 175 5.13.1.1 Environmental Setting . . . . . 175 5.13.1.2 Impacts . . . . . . . . . . . . 175 5.13.1.3 Mitigation Measures . . . 176 5.13.1.4 Significant Environmental Effects . . . . . . . . . . . . 176 a 5.13.2 Electricity . . . . . . . . . . . . . . . 178 y 5.13.2.1 Environmental Setting 178 { 5.13.2.2 Impacts . . . . . . . . . 178 5.13.2.3 Mitigation Measures . . . . 179 5.13.2.4 Significant Environmental Effects . . . . . . . . . . . . 179 5.13.3 Telephone . . . . . . . . . . . . . . . . 181 5.13.3.1 Environmental Setting 181 5.13.3.2 Impacts . . . . . . . . . 181 5.13.3.3 Mitigation Measures . . . 181 5.13.3.4 Significant Environmental Effects . . . . . . . . . . . . . 182 a 75D-136iii �f TABLE OF CONTENTS (CONTINUED) Section Page 5.13.4 Water . . . . . . . . . . . . . . . . . . 182 5.13.4.1 Environmental Setting . . . . . 182 t_ 5.13.4.2 Impacts . . . . , . . . . . 182 5.13.4.3 Mitigation Measures . . , . 185 5.13.4.4 Significant Environmental Effects . . . . . . . . . . . 185 5.13.5 Sewer . . . . . . . . . . . . . . . . . 186 �.• 5.13.5.1 Environmental Setting 186 5.13.5.2 Impacts . . . . . . . . . 186 5.13.5.3 Mitigation Measures . . . .. 189 5.13.5.4 Significant Environmental t Effects . . . . . . . . . . . . 189 5.13.6 Solid Waste . . . . . . . . . . . . . . 190 1_ 5.13.6.1 Environmental Setting . . . . . 190 5.13.6.2 Impacts . . . . . . . . . . 190 5.13.6.3 Mitigation Measures . . . 191 5.13.6.4 Significant Environmental Effects . . . . . . . . . . . . 191 L 5.13,7 Police . 193 5.13.7.1 Environmental Setting , 193 5.13.7.2 Impacts . . . . . . . . . 193 5.13.7.3 Mitigation Measures . . . 194 5.13.7.4 Significant Environmental .( Effects . . . . . . . . . . . . 194 5.13.8 Fire . . . . . . . . . . . . . . . . . . 194 5.13.8.1 Environmental Setting . . . . , 194 5.13.8.2 Impacts . . . . . . . . . 195 5.13.8.3 Mitigation Measures . . . . . 196 5.13.8.4 Significant Environmental Effects . . . . . . . . . . . . 196 5.14 Energy Conservation . . . . . . . . . . . . . . . 197 5.14.1 Environmental Setting . . . . . . . . . . 197 5.14,2 Impacts . . . . . . . . . . . . . . 197 5.14.3 Mitigation Measures . . . . . . 198 5.14.4 Significant Environmental Effects . . . , 198 u 75D-137V TABLE OF CONTENTS (CONTINUED) Section Pie 6.0 ALTERNATIVES TO THE PROPOSED ACTION . . . . . . . . . . 199 6.1 No Project . . . . . . . . . . . . . . . 199 6.2 Alternative Location . . . . . . . . . . . . . . 199 6.3 Alternative Development Concepts . . . . . . . . 201 6.3.1 In General . . . . . . . . . . . . . . . 201 6.3.2 Traffic and Circulation . . . . . . . . . 202 , 7.0 THE RELATIONSHIP BETWEEN LOCAL SHORT-TERM USES i OF MAN'S ENVIRONMENT AND THE MAINTENANCE AND ENHANCEMENT OF LONG-TERM PRODUCTIVITY . . . . . . , . . 208 8.0 ANY SIGNIFICANT IRREVERSIBLE ENVIRONMENTAL CHANGES WHICH WOULD BE INVOLVED IN THE PROPOSED ACTION SHOULD IT BE IMPLEMENTED . . . . . . . 209 9.0 THE GROWTH -INDUCING IMPACT OF THE PROPOSED ACTION , . . 210 {? 10.0 ORGANIZATIONS AHD PERSONS CONTACTED . . . . . . . . . . 211 APPENDICES Le APPENDIX I - PLANT AND ANIMAL SPECIES APPENDIX 1I - TRAFFIC DATA APPENDIX III - NOISE DATA l APPENDIX IV - CORRESPONDENCE i` L 75D-138 LIST OF FIGURES Figure Page 1 Regional Map . . . . . . . . . . . . . . . . . . . . . . 19 2 Local Map . . . . . . . . . . . . . . . . . . . . . . . 20 3 Site Map . . . . . . . . . . . . . . . . . . . . . . . . 21 4 Aerial Photo of Project Area . . . . . . . . . . . . . . 22 5 Basic Concept Drawing . . . . . . . . . . . . . . . . . 28 6 Cumulative Project Location Map . . . . . . . . . . . . 32 7 Fashion Square Shopping Center . . . . . . . . . . . . 34 8 Mainstreet Shopping Center . . . . . . . . . . . . . . . 35 9 Existing On -Site Land Uses . . . . . . . . . . 36 10 Existing On -Site Land Uses . . . . . . . . . . . . . . . 37 11 Existing On -Site Land Uses . . . . . . . . . . . . . . . 38 12 Existing On -Site Land Uses . . . . . . . . . . . . . . . 39 13 Surrounding Land Uses . . . . . . . . . . . . . . . . . 41 14 Surrounding Land Uses . . . . . . . . . . . . . . . . . 42 15 Surrounding Land Uses . . . . . . . . . . . . . . . . . 43 16 City of Santa Ana Land Use Map . . . . . . . . . . . . . 44 17 City of Santa Ana Zoning Map . . . . . . . . . . . . . 47 18 Redevelopment Plan Map . . . . . . . . . . . . . . . . . 48 19 KLST Patnership, Ltd., and Comet, Inc., Parcel Ownerships . . . . . . . . . . . . . . . . . . . 53 20 Regional Roadnet . . . . . . . . . . . . . . . . . . . . 67 21 Local Roadnet . . . . . . . . . . . . . . . . . . . . . 68 22 Existing Bus Routes and Stops . . . . . . . . . . . . . . 78 23 TSIP Improvement Plan . . . . . . . . . . . . . . . . . 81 75D-139i LIST OF FIGURES (Continued) Figure Page 24 1995 Travel Forecast . . . . . . . . . . . . . . . . . 91 25 Freeway Access to Fashion Square . . . . . . . . . . . 95 26 Fashion Square Driveway Assignments (PM Peak Period). 100 27 Redistribution of Fashion Square Freeway Trip Assignments . . . . . . . . . . . . . . . . . . . 103 28 Noise Exposure Contours of 65 d8(CNEL). . . . . . . . . 120 29 Typical Wind Patterns in General Vicinity of Project Site . . . . . . . . . . . . . . . . . . . . . 125 30 Aerial Photo of the Project Area Indicating Residential Areas in the Project Vicinity . . . . . . . 142 31 John Wayne Airport Approach and Clear Zone Plan . . . . 173 75D-140vii LIST OF TABLES Table Page 1 Acquisition and Disposition of Portions of the Site 24 2 Tentative Development Schedule . . . . . . . . . . . . 29 'L. 3 Cumulative Projects . . . . . . . . . . . . . . . . . . 31 4 Arterials Serving the Study Area . . . . . . . . . . . 72 L 5 Intersection Capacity Utilization . . . . . . . . . . . 76 .L 6 City Code Parking Requirements . . . . . . . . . . . . 77 7 Distance of Employee Residences from North Main Street . . . . . . . . . . . . . . . . . . . . . . 79 8 Phase Two Transportation System Improvement Program . 82 -• 9 Fashion Square Trip Generation . . . . . . . . . . . . 88 10 Office Trip Generation Rates (PM Peak Period) . . . . . 89 11 Fashion Square Freeway Travel Demand (PM Peak Period) 92 12 Portion of Total Travel Assigned to Freeways (PM Peak Period) . . . . . . . . . . . . . . . . . . . 93 1 13 Comparison of Freeway Assignment vs Travel �= Assignment vs Travel Demand at Various Locations . . . 93 14 Distribution of Access to Fashion Square . . . . . . . 94 '1. 15 Arterial Directional Design Hourly Volumes . . . . . . 98 i C_ 16 Comparative Impact of Fashion Square on Critical Main Street Intersections . . . . . . . . . . . . . . . 101 e 17 Summary of Existing Air Quality Data - 1981 . . . . . . 128 i 18 Estimated Air Pollutant Emissions from On -Site Use of Natural Gas . . . . . . . . . . . . . . . . . . 130 4a 19 Estimated Air Pollutant Emissions from Off -Site I Generation of Electricity . . . . . . . . . . . . . . . 131 ,a 20 Estimated Air Pollutant Emissions from Motor Vehicles . 132 21 Summary of Project Air Emissions in Pounds Per Day . . 136 75D-14i1 LIST OF TABLES (CONTINUED) Table Page 22 Summary of Project Combined with Cumulative Projects Mobile Source Emissions in Pounds Per Day . . . 137 23 Estimated Maximum Building Heights . . . . . . . . . . . 141 kL 24 Office Related Occupations . . . . . . . . . . . . . . . 149 i= 25 Retail Related Occupations . . . . . . . . . . . . . . . 150 26 Health Related Occupations . . . . . . . . . . . . . . . 151 L. 27 Hotel Related Occupations . . . . . . . . . . . . . . . 152 28 Average Wage for Various Business Categories . . . . . . 153 29 Combined Industries . . . . . . . . . . . . . . . . . . 154 30 Occupation of Primary Wage Earner . . . . . . . . . . .�156 31 Location of Primary Wage Earner . . . . . . . . . . . . 157 t'. 32 Journey to work . . . . . . . . . . . . . . . . . . . . 158 33 Vacancy Rates . . . . . . . . . . . . . . . . . . . . . 161 L 34 Housing Costs . . . . . . . . . . . . . . . . . . . . . 162 L 35 Affordable Housing . . . . . . . . . . . . . . . . . . . 163 36 Fair Market Rents . . . . . . . . . . . . . . . . . . . 163 37 Maximum Income Section 8 Housing Assistance . . . . . . 164 38 Estimated Employment Generation Project Specific . . . . 166 39 Occupational Profile . . . . . . . . . . . . . . . . . . 166 40 Estimated Employee Generated Cumulative Projects . . . . 169 41 Occupational Profile Cumulative Projects . . . . . . . . 170 42 Project Natural Gas Consumption . . . . . . . . . . . . 176 43 Cumulative Natural Gas Consumption . . . . . . . . . . . 177 44 Project Electrical Consumption . . . . . . . . . . . . 179 45 Cumulative Electrical Consumption . . . . . . . . . . . 180 75D-142ix LIST OF TABLES (CONTINUED) Table Page 46 Project Water Consumption . . . . . . . . . . . . . . . . 183 47 Cumulative Water Consumption . . . . . . . . . . . . . . 184 48 Project Sewage Generation . . . . . . . . . . . . . . . 187 49 Cumulative Sewage Generation . . . . . . . . . . . . . 188 50 Project Solid Waste Generation . . . . . . . . . . . . . 191 51 Cumulative Solid Waste Generation . . . . . . . . . . . 192 52 Fire Stations Serving the Site . . . . . . . . . . . . ..194 53 Comparison of DDHU for Main Street of 33% Reduction in Fashion Square . . . . . . . . . . . . . . 203 54 Typical Trip Generation Rates for Fashion Square Land Use . . . . . . . . . . . . . . . . 204 75D-143K 1.0 INTRODUCTION This Environmental impact Report (EIR) has been prepared to evaluate the environmental impacts of the proposed "Fashion Square Commercial Center" project. The proposed "Fashion Square Commercial Center" project involves the demolition of the existing Main Street Shopping Center, rehabilitation of Fashion Square Shopping Center and a maximum permitted development of 3,100,000 square feet of office and retail space and 1,200 hotel rooms. This EIR is prepared as a "subsequent environmental impact report" to address the environmental impacts of an undertaking which is in furtherance of the Redevelopment Plan of the Santa Ana Redevelopment Project (as amended in June, 1975) and which is located within the project area established by that amended Redevelopment Plan. An environmental impact report was certified for the amended Redevelopment Plan on May 15, 1975, and is now a public record available for 1 inspection in the offices of the Community Redevelopment Agency of the City of Santa Ana ("Agency"). This EIR is designed to be complete in itself, rather than merely as a supplement to the amended Redevelopment Plan EIR. For purpose of convenience, the word "project" is used herein to refer to this specific undertaking in furtherance of the amended ` Redevelopment Plan rather than to refer to the Santa Ana Redevelopment { Project as a whole. This EIR has been prepared for the City of Santa Ana Community Redevelopment Agency in accordance with the Guidelines for Implementa- tion of the California Environmental quality Act of 1970 (California Administrative Code, sections 15000 et. seq.). I The following organizations with this project in the 4 capacities indicated: 1 75D-144 Lead A eqm Community Redevelopment Agency City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 (714) 834-4228 Project Participants Federated Department Stores, Inc. and Santa Ana Venture 3315 Fairview Road Costa Mesa, California 92626 (714) 546-0110 Traffic Consultant Barton-Aschman Associates, Inc. 180 South Lake Avenue, Suite 260 Pasadena, California 91101 (213) 449-3917 JEF Engineering 601 Sandlewood Avenue La Habra, California 90631 (714) 738-7139 Environmental Consultant ultrasystems, Inc. 2400 Michelson Drive Irvine, California 92715 (714) 752-7500 a 7511-145 2.0 GENERAL SUMMARY OF ENVIRONMENTAL IMPACTS AND MITIGATION MEASURES 2.1 Land Use .b The project would result in the demolition of Mainstreet Center, rehabilitation of Fashion Square and provide a maximum development of 3,100,000 square feet of office/retail commercial use :a �.: and 1,200 hotel rooms on the site. The project is consistent with the Community Shopping Center land use designation for the site while a small portion of the site would require a zone change from R-1 (Single Family Residential) to C-2 (General Commercial). The tenants of Main Street Center and some Fashion Square tenants will require relocation due to the project. The project would accomplish the objectives of the Redevelopment Plan by revitalizing and restoring the economic, physical and social health of the Redevelopment Project Area. Without mitigation, the project would result in the loss of !. approximately 198 parking spaces used for parking for the KLST-owned Fidelity Federal Savings building, but mitigation measures are available which would allow that building to retain an acceptable level of parking �- spaces in accordance with City code standards. 4Ly 0 Mitigation Measures I. (a) The project should be landscaped similar to or more extensive than the existing landscaping in order to buffer the Ib development from surrounding residential areas as much as possible. r (b) All tenants displaced by the project will be provided assistance in accordance with State law and Santa Ana Redevelopment Agency policies. IY (c) The Agency and the Project Participants should offer KLST " land (including the Agency owned land to the south of the Fidelity Savings Building and a portion of the project site in the near vicinity) 75D-146 L e u at fair market value (or fair rent, if a lease arrangement is preferred) in trade-off against the acquisition of Sales Parcels 3 and 5. The land area so offered should be sufficient to allow a total of at least 351 parking spaces serving the Fidelity Savings building assuming a maximum permitted amount of small car spaces, with the Agency and/or Project Participants bearing any necessary design and installation costs. 2.2 Soils and Geology Impacts There are no anticipated soil and geology impacts with the proposed project. Mitigation Measures No mitigation measures are proposed. 2.3 Hydrology Impacts The existing drainage facilities that serve the site should be adequate to accommodate the additional runoff generated by the project. Mitigation Measures No mitigation measures are proposed. 75D4147 2.4 Biota Impacts The project would not result in any significant vegetative impacts. The proposed project will to provide a landscaping plan that j requires Agency approval per the Participation Agreement. During demolition and construction phases of the project, small grounddwelling 'r= animals and birds would be forced to migrate to outlying areas. When the project is completed and the project area is re -landscaped, wildlife would probably return. Mitioation Measures The Participation Agreement requires the Project Participant to provide adequate landscaping on the site and provides for the Redevelopment Agency to approve all preliminary and final landscaping •. plans submitted by the Participant. u 2.5 Archaeology 3. Project Impacts l., Since most of the site is already developed and there are no � recorded sites on the : property, no impacts are anticipated. r ' Mitigation Measures 1;� No mitigation measures are proposed. 75D5148 2.6 Traffic and Circulation i1 Impacts The project will have significant traffic impacts on the arterial highway and freeway system surrounding the site. Increased L. traffic will create the need for a substantial investment in improve- ments to the existing highway and transit system and creation of a C TSM/Parking Management Program capable of achieving a 20 percent shift to a ride sharing/transit mode. Even with full implementation of all recommended transportation improvements, the project will cause a significant change in existing travel patterns. Although the project has a significant impact of the streets immediately surrounding the tI site, an even greater impact occurs on the freeways. Approximately 70 percent of the project is directly oriented to the freeways. If the freeway capacity is not increased, this traffic will be diverted td. local arterials causing major congestion on Main Street. I: Mitigation Measures (_ 1. Pay a one percent assessment fee to the areawide TSIP j Program for implementation of improvements. 1 2. Provide funding for construction of two new freeway ramps on the west side of Fashion Square. R i L 3. Widen Main Street in front of Fashion Square to provide i t 1 four sou.thbound lanes and a 26 foot wide median. 4. Construct a public road around Fashion Square. J 5. Widen the Main Street entrance to Fashion Square and provide funding to construct a left turn lane on Town and Country Road and modify the signal phasing. d 75D.6149 e 1 6. Provide funding to install traffic signals on La Veta Avenue at Bedford Road and the southbound Rte 57 Fwy off -ramp. 7. Develop and implement an aggressive TSM Program to maximize use of transit, ride sharing and staggering of work hours with a goal of achieving a 20 percent reduction in overall trip generation. 8. Develop an on -site pedestrian circulation plan with buildings designed to accommodate second level access from a transit station and/or a pedestrian bridge located in the vicinity of Main Street/Town and Country road. 75D-1750 i 2.7 Noise Project Impacts i The project will generate additional noise in the local area j. due to demolition of existing on -site structures, construction activity, construction traffic and project -generated traffic. Since construction activities are limited to daytime hours and there are no "noise sensitive" land uses immediately adjacent to the site, no adverse noise impacts are anticipated during phase development of the project. The project may be expected to increase traffic noise levels along Owens Drive east of Main Street. Since the development plans are for commercial uses, the majority of traffic noise related to the project would occur during the daytime hours. Late night and early morning hour noise levels are not expected to be much different than existing conditions. Therefore, residents on Owens Drive closest to Main Street could anticipate increased noise levels only during the daytime. P Mitigation Measures No mitigation measures are proposed. I 2.8 Air Quality I Project Impacts I The construction phase of the project would produce two sources of air pollution emissions. These are exhaust emissions from construction and grading equipment and dust generated as a result of earth movement and equipment traffic on local streets. The dust emissions may cause a nuisance to people and businesses located on adjacent properties or along roadways used by the earth -moving equipment 3 i }1 i 75d-151 or to motorists who park motor vehicles in the vicinity of the project. Upon completion of construction, the dust emissions would cease. The exhaust emissions would be of short-term duration during the construction phase only. The stationary on -site emissions resulting from natural gas consumption by the project is approximated to considered to be negligible when comparing this to the 1987 total emissions inventory projected for Orange County. The contribution of all other on -site generated air pollutants to the projected County emissions inventory is considered negligible (i.e., less than 0.1 percent). The stationary emissions resulting from project electrical (' energy consumption would occur off -site at electrical power -generating plants located throughout the utility's generating network. C: The emissions associated with project traffic would incrementally contribute to primary pollutant concentrations near local intersections during peak traffic periods and also result in incremental air quality deterioration. The proposed project is consistent with the AQMP population forecast for this area of Orange County. The project is also consistent with SCAG-78 land use projections in Orange County. u L The aggregate long term contribution of the estimated project emissions to the 1987 Orange County emission inventory ranges from a negligible amount of organic gases to 0.7 percent of nitrogen oxides, depending upon the type of pollutant. The proposed projectes air quality emissions would not have a significant adverse impact on the environment. 75DA 52 Mitigation Measures Since increased air emissions resulting from the Project are due primarily to (1) increased traffic and (2) increased use of electricity, and since mitigation measures for these areas of concern are discussed elsewhere in this report, no additional mitigation L measures are proposed here. b 2.9 Shade/Shadow, Solar Glare, Illumination Project Impacts L Depending upon the height and the location of the buildings, [; there could be shade/shadow impacts to surrounding land uses, including residential areas. There could be on -site and off -site solar reflection impacts if glass and/or reflective mirrors are used on the exterior of the 1'- proposed buildings. These solar reflection impacts cotld include "blind" spots for motorists, as well as a nuisance and annoyance for l-= pedestrians and shoppers. These reflections could also extend to adjacent residential areas. 1' f The project would also result in increased illumination due to aesthetic, security lighting and illumination after dark from the office buildings due to cleaning crews and people working in the buildings. )'' However, any increase in illumination is not anticipated to have any significant impacts on surrounding land uses due to the existing i illumination in the area. Mitigation Measures Development plans submitted to the Agency for approval pursuant to the Participation Agreement should be accompanied by a i 75110-153 shade/shadow analysis in order to determine the best building locations and heights for the structures which could result in the least shade/shadow impact, if any, to the surrounding land uses. •' Non -reflective building exteriors should be used, unless the buildings are oriented so that their surfaces are directed away from other structures, roadways and residential areas in the project area. All on -site lighting should be directed downward and shielded from surrounding land uses. Low -intensity lighting in the parking areas should be utilized and flood lighting should be discouraged. r. 2.10 Aesthetics L: Project Impacts The project site would be altered by the removal of the iexisting Mainstreet Center and several surface -level parking lots. L Consistent with the Redevelopment Plan objectives the project would support the aesthetic quality of the North Main shopping area. Since L there are existing high-rise buildings in the project area, the i development of high-rise buildings on the site should not result in an , adverse impact. l Mitigation Measures i The Participation Agreement incorporates standards and controls which would preclude any development which is unacceptable to r I the community on aesthetic grounds. Pursuant to the Participation Agreement, all buildings would be constructed of high architectural quality with landscaped areas. The structures must be effectively and aesthetically designed. The shape, y scale of volume, exterior design and exterior finish of each building must be consistent with, visually related to, physically related to and 75D-f54 7 an enhancement to each other and the surrounding project area. Landscaping would be provided to integrate this project with adjacent projects. Architectural, landscape and site plans must be approved by the Agency. 2.11 Housing/Population L Project Impacts L• The project is anticipated to generate an estimated 8,630 employees. However, due to the relatively high unemployment rate which has added to the ample labor supply already existing in the City, the proposed project would draw its employees from a resident labor supply to a great extent. 1_ Even though most of the job opportunities created by the', project will be filled by persons already residing in the area, the project will result in some increase in the demand for housing. Some of the new employees will be persons residing a considerable distance from the project who will desire to move into Santa Ana or other neighboring L_: communities in order to shorten their commuting distance. By contributor ributing to the general demand for housing in the area, such persons l_ will add somewhat to the existing housing market problems, such as the 1 difficulties of finding affordable housing and upward pressures on i„ housing costs. f Mitigation Measures j No mitigation measures are proposed. 2.12 John Wayne Airport ' Project Impacts Like any other development in Orange County, the project may result in increased demand at the airport. The impact of this 75DA 55 development, relative to that of county -wide development, is not considered significant. Any structure constructed on the site over approximately 58 feet in height would require Federal Aviation Administration approval. The Federal Aviation Administration would make a determination as to the aeronautical hazard of any proposed structures which intrude above the imaginary horizontal surface of 203 feet above sea level. Flashing -red obstruction lights might be required as a 1-. precaution for aircraft safety. Mitigation Measures No mitigation measures are proposed. 2.13 Public Services and Utilities Natural Gas Project Impacts l:. 1. The project would consume approximately 86,210,000 cubic feet La of natural gas per month. The project would not have a significant impact on Southern California Gas Company's ability to provide gas service to the project. r �A Mitigation Measures ki No mitigation measures are proposed other than the energy conservation measures discussed in Section 5.14 (Energy) of this report. s Electricity Project Impacts The project would consume approximately 13,054,240 Kwh of electricity per month. The project would be served by existing Mul 56 I R 1 facilities located in the area and the electric loads of the project are within parameters of projected load growth which Edison is planning to iR meet in this area. IR Mitigation Measures No mitigation measures are proposed other than the energy conservation measures discussed in Section 5.14 (Energy) of this report. 1 Telephone r E �u Project Impacts f Although the project would be served from existing facilities, reinforcement of the existing telephone network would be necessary. The e degree of reinforcement would vary from new tables being pulled through existing conduit systems to the installation of new conduit and cable systems. 1' f, Mitigation Measures i No mitigation measures are proposed. i..,_ Water I Project Impacts 1� The proposed project is estimated to consume approximately 490,000 gallons of water per day. The project would be served by existing water mains in the area, however, some improvements to the system may be required at the time of development in accordance with the i, City's standard building permit approval process. r Mitigation Measures No mitigation measures are proposed. +r i 75D-1 9! Sewer Project Impacts The project is estimated to generate approximately 490,000 gallons of sewage per day. The existing sewage system does not have the capacity to serve the project and therefore, additional sewer facilities would be required. The size and location of the required sewer facilities would be determined when final site plans become available. Mitigation Measures No mitigation measures are proposed. Solid Waste .. j Project Impacts The proposed project would result in a net generation of approximately 33 tons of solid waste per day. Since the County anticipates having adequate landfill capacity to last beyond the year . 2000, no significant adverse impacts are anticipated. However, the ?;. project would have an incremental impact on the reduction of the life capacity of the Coyote Canyon landfill site. 1 .v Mitigation Measures r i t: No mitigation measures are proposed. 1 i Police i Project Impacts The types of crimes that can reasonably be expected to increase due to the project would be larceny, crimes against persons, f 75D)58 I auto thefts, auto burglaries and commercial burglaries. These anticipated increases in crimes would increase demand on police services, but the project would also generate additional tax revenues available for augmenting such services. i 1 Mitigation Measures The applicant should provide a private security force that would respond to business and customer needs. The presence of a L-1 t security force would also have a deterrent effect on crime. Li f Fire Project Impacts i In addition to Fire Station #I, the project would require an initial response from an additional engine company and an additional j i truck company. Fire Station #5 would be one of the additional responding companies, as well as Station #2. The project would also increase demand for paramedic services. However, the project would also 6 i generate additional tax revenues available for augmenting such services. is Mitigation Measures The project developers shall maintain the current underground water reservoir with auxiliary pumps (or provide its equivalent at an T alternative location) and expand such system upon development of the P site as necessary for compliance with Fire Code requirements. 2.14 Energy Conservation The proposed project can be expected to result in an increase in energy consumption. The estimated net increase in energy consumption figures associated with the project are 8,656,292 Kwh per month of electricity and a natural gas consumption of 62,507,440 cubic feet per month. 75DA 59 Mitigation Measures The orientation of building glazing areas, overhangs, and site landscaping should be selected in order for solar radiation to reach indoor areas during the winter months to reduce heating loads. The same principal should be incorporated for the summer months so that building glazing, overhangs and landscaping will reduce the amount of solar radiation reaching the interior of the buildings which will reduce air conditioning loads. 1. L. 1. 1_ C 75D-160 3.0 PROJECT DESCRIPTION 3.1 Location and Boundaries The +63-acre project site is located within the City of Santa Ana, California, as shown on the Regional Location Map (Figure 1). The project is located west of Main Street, south of the Garden Grove Freeway, east of the Santa Ana Freeway, and north of Roe Drive as show on the Local Vicinity Map (Figure 2).' This figure also indicates that the City of Orange is located north and east of the site. Figure 3, Site Map, locates the project boundaries and the various parcels within the site. The aerial photo of the project area, Figure 4, shows the relationship between the proposed project site and its immediate surroundings. ° 3.2 Discretionary Actions j: The only agencies who will be using this EIR for decision making are the Redevelopment Agency and the City of Santa Ana. The primary discretionary action by which the Community Redevelopment Agency will determine whether or not to carry out the proposed project is its F decision on whether to approve a proposed "Participation Agreement" �. between the Agency and the Project Participants. This "Participation !, Agreement" has received preliminary approval by the Project l Participants, subject to the incorporation of mutually acceptable measures designed to mitigate significant environmental effects. Basically, it requires the Project Participants to undertake a r prescribed minimum redevelopment of the project site and permits them to I undertake the maximum redevelopment described in Section 3.4 of this report. The Agency's primary role is to acquire the project site (apart from the parcel already owned by the Participants) and to sell it to the Participants. This preliminary approved "Participation Agreement" is a public record on file with the Agency's Executive Director and available �= for inspection upon request. .r 75D-1 61 ,ISoutce Title: RENIE MAP SERVICE IREGIONAL MAP I 75 a::��.. Y.: -.. .,,.. ro, � � ur":`.�I,. pgr��.v 6�.: •���i�6 �:.r—.1-�p�'i�� �F�w r,E !�%.- �i;�il. 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"t« ®msn aama n'i �t, '•. acx w .oDYart _ yy ww � �« « qq� LI va•: t.z'^ w � A$ J J Bmtl a h� mmr, .mrr. m n e4 an q ^ m wel L .ylMYm I��Baj � 3MQli M t S Y .CRI n a ,Ali. bs br r"8< � mup mm 39Ntltl� R aa:.la � ' mono � e - � ! t I � n n ° PwrasPY ay Yavas _�'_ , i .-�� ..:':,::: ✓¢ 1r -w1 tea.... � E' w Ml8 « ➢53T7D9 311Yir ♦ ,. _. L a gun 6 :: 91w: In i I Cl q � t-�- ' At u WIN �� Pad 'D) "--i wJ� y , wn. �u• In �:_. "a Ni'"'' g siw {i _Q"'...,k �� L w� a• `q "I, '.��j wu �p� �i nnar � n'°° S ,`u a}Wa'.kv... Ivou � O L, is C ®mal{sf« p 1 •,N li ; �� r« ,viy - j Vy 1 ru,r i iilSOM Eal ? C r � � ��� :,. vL 8:M vl Fa� l[�n' 4 b ry �. � 3 �•F ` n u L n�BF ^'! r �• 3� to a: i e 1§ d id.e : 71 t L .� ��- xl a ssgi q `d K1 +•� .des `iJ ...`ypylm .. a KlQr ll1 p1t:!ilfiiiui r'""a°i BAI�.. pe1Y,. .....«. ..ei_ ✓ roeeil� Y� 7502163 GARDEN GROVE 1 SALES PARCEL e I I PARTICIPATION PARCEL S FREEWAY SALES PARCEL I PARTICIPATION PARCEL SALES PARCEL 2 IV SALES PARCEL 5— SALES PARCEL 3 ` i 1i SALES PARCEL 4 I 'np PERIMETE i MONTH N� SITE BOUNDARY Source: a COMMUNITY REDEVELOPMENT AGENCY e: SITE MAP m r err. 1: 3 n L [ �t �Belo, 1e, • 1 F 'k lh'( ,i+- ♦ ? �' a _!� I • , MIT 66, 14 IT F* irk FASHION SQUARE SHOPPING CENTER _ = i x i en It AA 1�• a �� V � :,rw`, '� � e "a ' ;f J ► s 1 r,> Il. e••- r { @1" `w7�`. i'r r J i �•/�/ . %�`\� .l. IY L- r .>y irl. W y t r AI w- At the same time as the Agency determines whether to approve the "Participation Agreement", the City Council of the City of Santa Ana ,l will determine whether to approve the terms of sale of the project site to the Participants. The Participants may also ask the City to approve a "Development Agreement" that will secure their rights under the Participation Agreement against subsequent application of possibly inconsistent land use restrictions. 1; A zone change will be required for commercial development to occur within the small area zoned R-1, single-family residential, located in the northwest portion of the site. In addition, a Conditional Use Permit (CUP) is required for the proposed hotel use. L The developer may want to subdivide the project site and a � subdivision map may be required from the City. U In accordance with and subject to all the terms, covenants and Lconditions of the Participation Agreement, the Agency agrees to acquire r or has acquired the Sales Parcels 1, 2, 3, 4, 5, and 6 as shown on 4 L Figure 3, Site Map. The owners of those parcels are shown in Table 1, t Acquisition and Disposition of Portions of the Site. i r I 75D-1 & L i 1 C's TABLE 1 ACQUISITION AND DISPOSITION OF PORTIONS OF THE SITE Sales Parcel I - Fee title, presently owned by Bank America Realty Investors. Sales Parcel 2 - Fee title, presently owned by Bruce Walkup. Sales Parcel 3 - Fee title, presently owned by KLST Partnership, Ltd. Sales Parcel 4 - Fee title, presently owned by Agency. Sales Parcel 5 - Fee title, presently owned by Comet, Inc. a California Corporation. Sales Parcel 6 - Fee title, presently owned by the State of California, Department of Transportation. The Agency also agrees to acquire or to cause the City to acquire sufficient interests in real property for the Perimeter Road, some of which real property is now owned by the City and some of which real property has been previously dedicated to the City for street purposes. The Perimeter Road is also shown on Figure 3, Site Map. It should be noted that Sales Parcel 5, which is the westerly 60 feet of Assessor Parcel 002-210-29, is a portion of property involved in a long term parking ,lease arrangement between the owner, Comet, Inc., and KLST Partnership, Ltd. KLST Partnership, Ltd., is the owner of the Fidelity Federal property and Sales Parcel 3. 751167 I 3.3 Statement of Objectives The purpose of the proposed project is to implement the Amended Redevelopment Plan for the City of Santa Ana Redevelopment Project by providing for the rehabilitation and redevelopment of the Fashion Square Commercial Center site. The site shall be designed and developed consistent with the Redevelopment Plan as a mixed use commercial complex. The complex will be designed to insure that the individual buildings in the complex will have a distinctive, but cohesive architectural appearance. Since the project is in a redevelopment area as designated by the City of Santa Ana Community Redevelopment Agency, the project objectives will be to support the objectives of the Redevelopment Plan, which are: - To work in development and revitalization of the downtown core and northern core (Fashion Square) so that the two areas are complementary in terms of land use and develop- ment of that use rather than contradictory and competitive. - To strengthen vehicular access between the northern retail center (Fashion Square) and the downtown area, and to implement a program of improved traffic circulation and freeway access between north and central Santa Ana, in order that service of both areas is more available to all persons in and surrounding the Project Area. - To strengthen the revitalization of the central city and the North Main shopping area by implementing a program of beautification and improvement. - Restore the economic, social and physical health of the Santa Ana Redevelopment Area. 25 75D-168 i Make the area a source of pride to persons residing and working in Santa Ana or visiting the City. Guide development towards an urban environment preserving the aesthetic and cultural qualities of the City. ` - Assist in the re-establishment of businesses within the Project Area. ii Stimulate and attract private investment, thereby improving t the City's economic health, employment opportunities and the tax base. is To preserve the retail vitality of the community by provid- ing the Redevelopment Agency the tool by which the Agency f_ may participate in a plan to increase the existing shopping area known as Fashion Square. 1. These objectives shall be accomplished through removal of structurally substandard buildings, elimination of blighting influences, provision of land for needed public facilities, provision of substantial L offstreet parking through the use of multi -story parking structures, t removal of impediments to land disposition and development, achievement { of changes in land use, improvements to major arterials and secondary streets.* u r l I * Amended Redevelopment Plan for the City of Santa Ana Redevelopment Project, amended June 2, 1975, p. 4. 75D-A9 M 3.4 Project Characteristics i The project proposes the rehabilitation and redevelopment of the site as a mixed use commercial complex consistent with the Redevelopment Plan. The ultimate maximum density of development of the f site shall not exceed 1,500,000 net leasable square feet of office space, 1,600,000 gross leasable square feet of retail space, and 1,200 hotel guest rooms, with supportive facilities. All such development shall be in accordance with architectural and design plans, landscaping plans, and sign criteria approved by the Agency, as set forth in the Participation Agreement.* This EIR will discuss the potential 1 environmental impacts of the proposed project based upon the previously mentioned maximum permitted development of the site. The project will require the demolition of the existing Fain Street Center (163,403 square feet of leasable area) and the construction of new retail and/or office buildings in its place. The b. existing Fashion Square Center (521,125 square feet of leasable area) will be substantially renovated, structurally altered and, in part, demolished, so as to incorporate the center into an improved, modernized, integrated shopping mall. Figure 5 shows a Basic Concept Drawing of the proposed Development Plan. ! Based on current estimates, it is assumed in this EIR that approximately 400,000 square feet of the existing Fashion Square will be retained and approximately 1,200,000 square feet of new commercial develoment will be added if the project is, in fact, developed to the p maximum. , 1 * City of Santa Ana Redevelopment Project, Santa Ana, California, Fashion Square Commercial Center Site Participation Agreement By and Between Community Redevelopment Agency, City of Santa Ana and Federated Department Stores, Inc., and Santa Ana Venture, pp. 15-17, and Attachment No. 2, p. 4. 0 75D470 H 4 h " h O I� ZE ;l�4 JlLi / 75D-T71 E L Table 2, Tentative Development Schedule, indicates the projected phasing for the various stages of development for the project.. The timing for project development is tentative since it is contingent on the acquisition of property and the economic conditions to provide a market for the proposed commercial development. Use Retail Office Hotel TABLE 2 TENTATIVE DEVELOPMENT SCHEDULE Approximately Time Additional Footage Of Opening 800,000 sq. ft. 1985 - 1986 400 000 s ft. 1986 - 1988 Total 1 L65,O0b q: ft. 300,000 sq. ft. 500,000 sq. ft. 700,00o sq. R. Total 1,5�660 sq.�t. 600 rooms 600 rooms Total 1,200 rooms 1985 i - 1986 1986 - 1987 1987 - 1989 75D-1972 4.0 REGIONAL SETTING AND RELATED PROJECTS i There are a number of other current ,and potential projects in the vicinity of the proposed Fashion Square Commercial Center Site project which could be expected to contribute to cumulative environmental impacts in the general area. These "cumulative projects" include a variety of proposed uses (i.e., Residential, Office, Commercial/Retail, and Hotel) located within the City of Santa Ana and the City of Orange. Table 3, Cumulative Projects, summarizes these k "cumulative projects", giving a brief description of their relative size F (approximate square footage), proposed use, and their present status. Figure 6 shows the location of the cumulative projects in relationship to the proposed subject. 1 The "cumulative projects" listed in Table 3, in addition:to the proposed Fashion Square Commercial Center Project, will provide the basis for the cumulative impact analysis discussed in the Impacts Sections of this EIR. f J It should be noted, however, that some of these "cumulative k projects" are quite speculative and may never be developed to the extent l described in Table 3. In particular, the "Hurwitz site" is not currently proposed for any specified development and the numbers given for that site represent merely a preliminary development proposal which was subsequently abandoned. i The approach taken in this report was to assume a maximum density scenario in order to determine the maximum possible magnitude of environmental effects. The listed "cumulative projects" should therefore be viewed only as illustrative of the types and magnitude of j future development which could occur in the vicinity of the Fashion Square project if and when economic conditions ever become favorable to such large-scale new development. 75D-Y73 t: NAME Hurwitz Site es and Narver ansion tinental Center ley ical Offices n and Country dominiums hion Square TABLE 3 CUMULATIVE PROJECTS PROPOSED USE Office Hotel Retail Office General Office Office Medical Offices Residential Retail (additional) Office Hotel(s) SQUARE FOOTAGE 2,300,000 450 Rooms 500,000 98,239 754,850 400,000 86,600 500 units 1,100,000 1,500,000 1,200 rooms STATUS Proposed Proposed Approved Approved Under Construction i Approved Proposed 75D-17'4 n w. MMt6WdFli Wa .�� LYJ ELM �mm r , . all IA u c QlI v To] 75D-*75 5.0 DISCUSSION OF THE ENVIRONMENTAL SETTING, IMPACTS AND MITIGATION MEASURES i 5.1 Land Use 5.1.1 Environmental Setting The existing land uses on the project site include Fashion Square Shopping Center, Main Street Shopping Center, vacant land and a 442 foot by 446 foot three level parking structure that provides approximately 1400 parking spaces and surface level parking lots. Fashion Square covers approximately ±35.91 acres and has 51 stores totalling 521,725 square feet of leasable area.* A map of the existing Fashion Square Shopping Center showing the existing businesses is shown in Figure 7. Mainstreet Center covers ±14.92 acres and has 163,403 square feet of leasable area.** A map of existing Mainstreet Center showing the existing businesses is shown in Figure 8. The vacant land and surface level parking lots cover approximately ±12.71 acres. The parking structure is located immediately west of Fashion Square Shopping Center (refer back to Figure 4). Overall, the project site consists of ±63.54 acres. Surface level photographs of these existing on -site land t uses are shown in Figures 9 through 12. i The land uses surrounding the project site include the Garden p Grove Freeway, office buildings, and residential homes north of the site. The City Limit boundary for the City of Santa Ana and the City of Orange parallels the Garden Grove freeway along the north side of the freeway. The office buildings and the residential homes north of the Li Garden Grove Freeway are within the City of Orange. East of the site is the Town and Country Center, a vacant 18-acre parcel of land, Polly's Pie restaurant, residential homes, and commercial uses. The Town and Country Center is within the City of Orange. The other land uses east of the site and south of Town and Country Center are in the City of Santa Ana. * Santa Ana Fashion Square, Santa Ana, Ca Wornia,, piii, Report by Landauer Associates, Inc., July 20, 1979. ** Mainstreet Center and Adjacent Vacant Lane, Santa Ana, California, p. 13 Report by Landauer Associates, Inc., July 20, 1979. 75D476 I BuIlock's 2 I. Magnin 3 Monte Factor 4 Gibraltar Savings 5 Casual Corner 6 Higgi Hair Salon 7A Shelly's Tall Girl 713 Anthony's Shoe Service 8 Hunters Books 10 Security Bank 11 Jurgensens 12 Russo's Pets 14 Ellen Bak Photography 15 General Nutrition Center 16 Horstmans Hallmark Center 17 * 18 Jewel Palace - FSPNB o 78 7p e a M I MAGNIN N a PARKING STRUCTUR NORTH i 19 Red Balloon 20 Wetherby Kayser 21 See's Candies 22 Joan Buck 23 Rooney & Borden 24 Dr. Ring (Optometrist) 25 Dedrick's Tux 26 27 Air Step Shoes 30 C.H. Baker Shoes 31 Draper's 32 J. Herbert Hall 33 Kaplan's Deli 35 Mary Millerick s®n 40 Judy's 50 1, 51 Glendale Federal * Vacant 11 12141516 17 1819 20 27 26 24 23 22 21 JUDY'S Ln m N M .r ra 0 m .� . ���„LANDAUER ASSOCIATES, INC, 1TItle:EXISSNOPPIASHIONTSQUARE 1 s ..:rza... \- . e �}0,A ,_ 1 t OFFICE i (tRAN MON L MALL SHOPS i MOFFICE J '~ ^� �.� N-OFFICE OF THE CENSER O-OFFICE IS'y P OFFICE BOWLING I 9-MAP 590RE ALLEY /�p}���� �}`}`}\�qqj -1...� ,yL R•CANDY STORE\\\��\ti\\\\tl 5 - OF FILE PFT STORE 1 ...e s 2. Cj IFCOLTON PI PIANO i`7f+/77TITT��TT/a! ( •I3TAVk4Ni JL{'i CLUB .LOOK STORE 7, OFFICE y -- 4NTIQUe GALLERY tARTS 1 GRAFTS A SLEEP SHOE uE FURNITURE t 6°250 Sp. FT. t M6MAHAN'S FURNITURE \ a A l w° it R e 7 Source: Title: 'R LANDAUER ASSOCIATES, INC. EXISTING MAINSTREET SHOPPING CENTER 1 81 I is n Q e w N O Z a J h N 1�- Z h x 2W' 4 C7 Z th/1 a Z CD G� x LL z W a a+ W [Y Z O r N z .. N w w 0 LLp Lw N w N r N z r+ a � � N w Y ~ h W N > 3 ¢ � Y p O Z � Z Y 0 0 J y u 4 O N 37 75D-180 1• �l T N w F a o N Z W b H O N N uQ, W W w O O Z � O � J •a fY O rF-r O U V 2 CD Nw w o o �Qi 0 a z Q w W W w O Z O � ]L 2 Y O O CD O J .. y r y I *r 1-- H � w � W w a 3 � w K a U U S a M O N N a LL z w ~ w C Y N � N j c a m w 1 o VI Q Q U O ♦- F- � N w Z p NO N .may Q X X l� O 75D-M 39 75D-182 South of the project site is Fidelity Federal and Savings office building, a motel and Ham's Restaurant. The Santa Ana Freeway is located west of the site. Figures 13 through 15 show surface level photographs of the surrounding land uses. The project site is designated as part of the "Mixed Use Corridor" land use according to the City of Santa Ana General Plan. i Figure 16 presents the City of Santa Ana Land Use Map. The surrounding land use designations in the City of Santa Ana include "Mixed Use Corridor" east and south of the site, parks and recreational open space south of the site and the Santa Ana Freeway and Garden Grove Freeway west and north of the site, respectively. The surrounding land use designations within the City of Orange include Low Density Residential and Major Commercial north of the site and Major Commercial east of the site. i t; One of the policies of the Santa Ana General Plan's "Land Use" �. element is to "encourage higher density residential, office and commercial uses in Mixed Use Corridors." f The Mixed Use Corridors are a key component of the City's overall planning strategy and program, or Framework Plan. The mixed use corridors: k. "provide important neighborhood facilities and services i. including shopping, recreation, cultural and entertainment l activities, employment and education" f I "provide support facilities and services for the Industrial i Districts including office and retail, restaurants and various N other services." I' The Mixed Use Corridors will vary in character and intensity along their length according to the degrees of access, market demand, relationships to adjacent residential uses, availabillity of land and relationships between existing and new land uses. " 75D-4(83 i5 I L R L� y:. A _ 4 k A . 1 .. K 1 , i .. iP r I �S l sse• y .'yi ». <I S r �S :� :� 'c' a F� i � 'i �3 t r `t:: � � ?. 3 ':� w � _ x _ ,kF i t41 f� rc . 4 �;r `0. !e � ''� i f �', 3 4 � S y l ��� � �� S K� -4 � � f .�t-� � � q' £ w P f f� 7 3 4i � > �� I5 � 4 .� ; „ , �� �,� �� ��� I f t e8p F N w M w d J 44 75D-187 -, A key feature of detailed planning and develeopment of the i Mixed Use Corridors will be the integration of land uses, pedestrian ,I walkways, open spaces and building configurations with key transit routes and their associated stations or stops.* Li One land use implementation policy that pertains to this project is: Encourage higher density residential, office and commercial uses in Mixed Use Corridors. The Implementation Programs that are applicable to this project include: - Upgrade the economic and physical vitality of existing shopping centers. - Upgrade marginal or poorly -located commercial strips through design plans and implementation programs. - Utilize appropriate economic development programs to assist in the financing, upgrading and recycling of commercial uses. - Promote the Main Street and First Street corridors as locations for higher density mixed use development. - Adequately zone land and prepare development plans for a major new linear activity center between the Downtown and Fashion Square. - Prepare specific plans for the Mixed Use Corridors. * City of Santa Ana General Plan, October, 1982. 75D-1 98 The project site is mostly zoned C-2 (General Commercial) with a small area on the site zoned R-1 (Single -Family Residential). Figure 17 presents the City of Santa Ana Zoning Map. The surrounding zoning within the City of Santa Ana is C-2 (General Commercial), R-1 (Single -Family residential) and Open Space south of the site, Open Space west and north of the site, and C-2 (General Commercial), R-1 (Single-family residential) and Open Space east of the site. Surrounding zoning within the City of Orange is Low Density Residential ! (R-1-6) and Major Commercial (C-2) north of the site, and Major Commercial (C-2) and (C-3) east of the site. 2. Some of the uses allowed by the City of Santa Ana C-2 zoning designation are administrative and professional offices, retail and J service uses, restaurants, schools, automobile parking garages, etc. The uses allowed with a conditional use permit in the C-2 zone include i hotels, motels, trailer parks, outdoor and indoor recreational uses, and dwelling units when erected above the ground floor of a commercial structure. t The project is in a redevelopment area as designated by the City of Santa Ana Community Redevelopment Agency. Figure 18 presents the Redevelopment Plan Map and indicates the location of the proposed Li project within the Redevelopment Area. The project is located in Height District 1I. All lots within ' Height District II shall be subject to the following height exceptions and regulations: k Any structure may exceed thirty-five (35) feet in height if both of the following provisions are corn- , plied with: a. Each part of any structure exceeding thirty-five (35) feet in height shall be set in from one or the other or from both side property lines not less than 75D-1B9 GROVE . _7 — W GARDEN _GROVE I AI RI R_1 -- i I fRF IiFit ! C-Z C-2 I AI I O At RI RI % RI ¢ ° R4 R4 • v[�x I i co C2-RD 11 j ;yAl • RI RIB - ef'.°nr - f At ry RI ,�y aI O 1 one i i :J III LI v RI RI RI c .� RI At .. --. At O J� _I r lPo� C2 O RI RI AI ^° 1 « AI I' O t �—' RI 9�'•S RI F;. At LP-n 1 I RI RI RI RI RI RI 4 Cl I RI 4 •RI RI IE RI RI CI 1 MD I RI At RI RI RI RI RI RI N fll RI RI R i� •° 1 w At RI �_� LA Lj RZ k RI q` 1 R2 I_ rr - P 'CcI y` 3. RI RI RI ii ff I O RI RI Al � .i Al1A I FI q2 RI t T " AI RI RI At RI RI RI RI R! P �- T ,\ AI P IRI° I \i Ip yy\RI RI RI RI flI A*1 9v RI RI b ww0. RI ...RI Iv I T�' RI RI :.. RI CI p ue R RI RI AI RI Y 6� RI RI t wRl w Rk� R✓t e i e to 1 R3R R3H 1 • c4 . �.? _ T CI a A_.- tl .n 1 naw• g wM n M 'e 1 T Cl f-T� r-n _ 1=1 n ZONING DISTRICT i_. .._. 0 e.[x ,..0 LP ...,<e,wb°,e«rl LM ca.�wr .mwurunw AI wnna..w<u.+w. p •.cs[uaul yM Irmo w.vur.eu.n. MI uxn n«unu.I RI CR M2 n[�v .mnnu 1 R2 <wn<« .u+in[ r.xu.r n[«m.xnu tl mwiwrr w,c[.ua •pp R.vn{v wwxor««n RJ cewx w•enr rwrir.. r.««r cwacnw. t2 c.w., mx+dn. -{Yip n.ww canal wier�fn q//A��� w r R511 .c. cx°m .u.+nu r.,.ur cuwxrul C! 4ncLL eaxrtp -Sp eracrs «[KWr.YYr V C4 cuc.•>m e.x-:w aw+m _B •«°.w .�oe.=w°a fp 4n[ xx[w•«[n Of unenu m..cwu. NpII cwnr nn«c+ a MMTH Source: Titles 17 �_ CITY OF SANTA ANA ZONING MAP . is -..tee ... a combined total distance equal to one-half (112) of the overall height of the structure, signs, included, i b. Each part of any structure exceeding thirty-five (35) i feet in height shall be set in from the front or the j back or from both the front and the back property lines not less than a combined total distance equal to one-half (1/2) of the overall height of the structure, signs included.* 5.1.2 Impacts t Project Impacts The project proposes development of commercial/retail, L, offices, specialty shops and 1,200 hotel rooms on the project site. In order to construct the proposed uses, the Main Street Shopping Center would require removal, The existing tenants of the Main Street Center and some of the tenants in the existing Fashion Square Center would require relocation upon project implementation. The Agency has already notified the tenants on the site of the proposed project. The tenants will again be notified at the time of the public hearing for acceptance of the Participation Agreement between the Redevelopment Agency and the project Participants. The tenants will also be formally notified at the time the Agency makes an offer on the purchase of the site. Once the project site is acquired by the Agency, the tenants will have at least 90 days to relocate. Generally, tenants prefer to find their own location to relocate to, but the Agency will assist them in this effort. * The Proper Place of Multi -Story Structures, Special Study, 17, Planning Department, City of Santa Ana, October, 1961, p. 33. 75D-`192 75D-193 a L'1 is The Agency will assist all persons (families, business concerns, and others) displaced by the project in finding other locations and facilities. The Redevelopment Agency will provide displaced tenants with relocation payments to compensate for moving expenses and assistance in finding new locations. The Agency administers such assistance in accordance with State law and regulations and as a matter of policy in accordance with the H.U.D. regulations that implement the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (called the "Uniform Act"). Some of the displaced businesses may relocate while some may go out of business. If a business relocates, it may suffer financially from lost sales during the period that the business is relocating. Depending upon the individual business, this financial loss may or may not be significant. In addition to lost sales, the business may also experience reduced clientele at its new location. If a business relocates in the same general area as the proposed project, then it probably will not suffer from reduced clientele and sales. The project will be developed in several phases providing up to a maximum of 3,100,000 square feet of commercial -office use and 1,200 hotel rooms. Construction of the project is expected to begin in mid-1983 and be completed by 1989. The project would meet the intent and the policy of the Mixed Use Corridor land use designation. The project would provide important employment and shopping needs to the City of Santa Ana as well as other cities. The project could provide support facilities for the Industrial Districts, although the project is removed from these areas. The project would integrate land uses, pedestrian walkways, open space and building configurations with key transit routes and bus stops located along Main Street. The project would meet one of the implementation policies by providing high density office and commercial uses. 75D sq 94 '1" , �C iL ;L The project would comply with the Implementation Programs that are applicable to this project. The project would upgrade the economic and physical vitality of the existing Fashion Square shopping center. Although the project would result in the removal of the Mainstreet Center, the proposed project would upgrade the area. This project, with financial assistance through the Santa Ana Redevelopment Agency, will upgrade and recycle the commercial uses on the site. The project would also promote the Main Street corridor with higher density mixed use development. The project would help initiate major new linear activity between Downtown and Fashion Square. The project should have a specific plan prepared for ultimate development of the site as recommended in the General Plan. The proposed project would generally conform with the existing zoning designations for the property. However, the project would require a zone change from R-1 (Single -Family Residential) to C-2 (General Commercial) for a small piece of property near the northwest corner of the site in order for the proposed project to be consistent with the zoning designation. The project would conform with the surrounding land uses since the types of uses proposed (retail and commercial) are characteristic of the existing uses in the project area. The proposed development would accomplish the objectives of the Redevelopment Plan by revitalizing and restoring the economic, social and physical health of the Redevelopment Project Area. The project specifically complies with the objective to provide the Agency the tool by which the Agency may participate in a plan to increase the existing shopping area known as Fashion Square Center. The project should compliment the downtown area by expanding and varying the economic base in the city. The existing surface level parking lot south of Mainstreet Center provides parking for customers, tenants and visitors of the Fidelity Savings office building. This parking lot is divided in ownership by KLST Partnership, Ltd. and Comet, Inc. as shown in Figure 75D-495 E 19. The City of Santa Ana has an agreement with Comet, Inc. and KLST whereby Comet, Inc. agrees to provide parking, in addition to parking provided by KLST, for tenants of the Fidelity Savings building until the year 2023 or until recission of the agreement. The proposed project would eliminate the west parking lot owned by KLST (Sales Parcel 3) and y 60 feet at the west end of the Comet, Inc. parking lot (Sales Parcel 5). l The Fidelity Savings Building consists of approximately L' 116,900 square, feet of gross floor area. There are approximately 418 parking spaces in the total parking area serving the building, representing an existing ratio of 3.6 parking spaces per 1,000 square f feet of gross floor area. Approximately 198 of these spaces are located i., in the area proposed to be acquired for the Fashion Square project (Sales Parcels 3 and 5). Assuming no redesign of the remaining parking area to include compact car spaces, the Fidelity Savings Building Would be left with 220 parking spaces, for a ratio of 1.9 spaces per 1,000 i square feet of gross floor area. The City of Santa Ana zoning ordinance requires one parking i', space per each 300 square feet of floor area for office buildings, but i in practice, the City measures this requirement against about 90 percent of gross floor area, with the remainder consisting of hallways, l '.. elevators, restrooms and similar non -office space. This results in an effective official city standard of 3 parking spaces per 1,000 feet of gross floor area. Applied to the Fidelity Savings Building, this would call for 351 parking spaces. Thus, without mitigation, the Fidelity Savings Building would have a shortage of 131 spaces below the City established standard for office buildings. This could result in impacts on surrounding areas, in that there may not be enough on -site parking for tenants, employees, and clientele of the building, who would therefore seek alternative parking in adjacent shopping centers and along public streets. It is quite speculative at this time whether this pattern would occur to the extent 75D-1596 E of creating a severe parking problem in the area, since it depends both on the future availability of alternative parking in the area and on the actual future parking needs of the Fidelity Savings Building. For purposes of this environmental review, it will be presumed that the loss of parking spaces by the Fidelity Savings Building will amount to a significant effect on the environment only if it is not mitigated so as to provide that building with at least the 351 spaces required under current City off-street parking standards. i� (It is true, of course, that even with mitigation to the extent of providing 320 spaces, the Fidelity Savings Building would still lose the 67 spaces it now has in excess of City standards, and that such decrease, while not deemed substantially adverse to the L environment, does take away something of value to KLST. This, however, would be a loss of value for which the Agency would be required to G° compensate KLST in the course of its acquisition of Sales Parcels 3 and 5 by purchase or eminent domain). t�.. In order to provide 351 spaces to the Fidelity Savings Building, it will be necessary to provide that building with additional land usable for off-street parking, The amount of land required will depend upon the City's requirements for parking space size and aisle width as well as the amount of additional spaces to be provided. The existing Fidelity Savings Building parking area is designed for � 9 Y 9 9P 9 +a full-size car spaces. The City zoning code does allow, however, for up ' to 40 percent of parking spaces to have the smaller dimensions prescribed for small cars together with some reduction in the width of i aisles serving such small car spaces. The Redevelopment Agency currently owns the strip of vacant land between the Fidelity Savings site and the Owens Drive extension to the south. Of this land, approximately 26,300 square feet lies to the south of that portion of the Fidelity Savings site which would remain after the loss of Sales Parcels 3 and 5. The City's Planning Department has conducted a review which indicates that, if this 26,300 square foot 751Y-197 area were added on to the remainder of the existing Fidelity Savings parking area and the entire parking area were then redesigned to provide l 35 percent small car spaces, then 259 total spaces could be provided. i This still leaves 92 spaces to be provided, and the only land available for this purpose appears to be some part of the Fashion Square Project site itself. It is therefore recommended that the Agency and the Developer seek an agreement with KLST to provide additional off-street parking, sufficient to satisfy City code standards, for the Fidelity Savings Building by sale or lease, or some combination thereof, of both the vacant Agency land to the south and some portion of the Project site in the near vicinity. The amount of land involved will depend upon the extent to which the existing and additional parking area is redesigned for small car spaces, which is a matter to be negotiated by the interested parties. At the least, however, the Agency and the Project Participants should offer KLST sufficient land at fair market value (or fair rent) in trade-off against the land to be acquired for the Project (Sales Parcels 3 and 5), to allow for a total of 351 parking spaces, assuming the maximum number of small car spaces, with the Agency and/or the Project Participants to bear the cost of installation of the new and redesigned parking areas. (It may prove advisable to offer more land for more spaces in order to avoid potential severence damages, but this is a legal and economic issue rather than an environmental concern). L3 Cumulative Impacts 1 Construction of the "cumulative projects" listed in Table 3 would result in a high intensity of commercial and office uses in the project area. The proposed project in addition to the other proposed projects would convert existing vacant land into commercial uses, which , would reduce open space in the area. However, the area is proposed for commercial uses by the respective general plans and, therefore, the f n 75D 198 75D-199 proposed developments are not inconsistent with the proposed land use designations. The cumulative projects could result in cumulative impacts to adjacent land uses, especially residential areas. The cumulative impacts to local residents could consist of increased noise, reduced air quality, increased local traffic, increased illumination, etc., as described in the appropriate sections of this report. The proposed project would contribute to these cumulative impacts. i 5.1.3 Mitigation Measures 1 a) The project should be landscaped similar to, or more extensive than, the existing landscaping in order to buffer the development from surrounding residential areas as much as possible.. b) All tenants displaced by the project will be provided assistance in accordance with State law and Santa Ana Redevelopmenti. Agency policies. I ci The Agency and the Project Participants should offer KLST land (including the Agency owned land to the south of the Fidelity Savings Building and a portion of the Project site in the near vicinity) I at fair market value (or fair rent, if a lease arrangement is preferred) in trade-off against the acquisition of Sales Parcels 3 and 5. The land area so offered should be sufficient to allow a total of at least 351 1. parking spaces serving the Fidelity Savings Building assuming a maximum permitted amount of small car spaces, with the Agency and/or Project t, Participants bearing any necessary design and installation costs. d) Ultimate development of the project site should occur through the specific plan process. The specific plan should provide information on how the project would incorporate pedestrian walkways, building configurations, and open space with key transit routes. 56 75D-200 I r 5.1.4 Significant Environmental Effects Unless agreements can be reached with KLS7 for the provision of additional off-street parking for the Fidelity Savings Building, the project will result in inadequate off-street parking for that building. I 75D'201 r 5.2 Soils and Geology 5.2.1 Environmental Setting ' A soils and geology report has not been prepared for the proposed project. A soils and geology report* was prepared, however, 1_ for the Fashion Square Parking Structure located west of Fashion Square Shopping Center within the proposed Fashion Square Commercial Center 1 project boundaries. This section will summarize the information ' contained within that report and will serve as general information of the soil type on the project site. , Natural soils underlying the parking structure and presumably i [' the project site are alluvial deposits associated with deposition by the Santa Ana River. The upper deposits are comprised of variable fine, sand, silt and clay mixtures. In -place consistency was found to be'. t somewhat non -uniform, generally ranging from moderately loose or soft to i compact. These upper non -uniform deposits extend to depths of 12 to 25 feet in thickness. The soils between 25 feet and 50 feet, the maximum ' depth explored, consisted of compact to dense, fine to course sands and gravels. (� Artificial fill,.apparently associated with the original overall grading of the Fashion Square site was encountered in all the test borings made within the paved areas that were once located where the parking structure is now located. In general, the depth of fill was ¢ greatest along the east edge of the parking structure site and then i gradually decreased in depth toward the southwest. The fill material [� was predominantly comprised of variable silty sand and clayey sand mixtures with occasional sandy clay and clean sand layers. No t * Soils and Foundation Investigation Fashion Square Parking Structures, Soils International, February 23, 1977. 75DPi202 significant contamination was observed and the in -place consistency appears to range between moderately compact to compact. The remaining portion of the proposed project site (Main Street Center and the surface -level parking lot) probably contain some quantities of fill material from when these areas were constructed. The vacant parcel probably contains very little if any, fill materials. Except for some shallow subsurface fill material, the soil of that J' portion of the project site south of Fashion Square Center probably consists of Santa Ana River alluvial deposits as is characterized by the soil underlying the parking structure. f f 5.2.2 Impacts a Project Impaets Since there were no identified soils and geology constraints or problems with the Fashion Square Center parking structure, it is not anticipated that there will be any adverse soils and geology impacts j associated with the proposed project. Any potential impacts that may occur would probably be mitigated with proper engineering techniques. r I As indicated in the Participation Agreement, "it shall be the sole responsibility of the participant, at the participant's expense to J investigate and determine the soil and seismic conditions of the 1 participation parcel and sales parcels and its suitability for the development to be constructed thereon." The Participation Agreement also states that "it shall be the sole responsibility of the participant, at the participant's expense, to do all work necessary to demolish, grade, clear, and prepare the z Participation Parcel and Sales Parcels and to investigate and determine the soil conditions of the Participation Parcel and Sales Parcels and 75[X-203 E t the suitability of the Participation Parcel and Sales Parcels for the development to be constructed by the Participant. If the soil conditions of the Participation Parcel and Sales Parcels or any portion thereof are not in all respects entirely suitable for the use or uses to which the Participation Parcel and Sales Parcels will be put, then it is the sole responsibility and obligation of the Participant to take such action as may be necessary to place the Participation Parcel and Sales Parcels in all respects in a condition entirely suitable for the development thereof."* Any soil and/or geologic conditions that could create building and construction impacts will have to be disclosed and corrected at the Participant's expense in accordance with the City's standard building permit approval process. Cumulative Impacts The cumulative impact of this development end other identified developments in the area are not anticipated to have any impacts on soils and geology in the area. 5.2.3 Mitigation Measures No mitigation measures are proposed. 5.2.4 Significant Environmental Effects No adverse impacts are anticipated. * City of Santa Ana Redevelopment Project, Santa Ana, California, Fashion Square Commercial Center Site, Participation Agreement by and Between Community Redevelopment Agency, City of Santa Ana and Federated Department Stores, Inc. and Santa Ana Venture, p. 14. 75D-204 5.3 Hydrology 5.3.1 Environmental Setting The project site is basically flat and almost entirely covered with buildings and parking lots. Runoff from the site drains in a southwesterly direction to a 36-inch storm drain in Arnett Drive. Runoff from the storm drain in Arnett Drive discharges into Santiago Creek. There is also a 42-inch storm drain in Main Street that collected some runoff from the site which also discharges into Santiago Creek. The runoff generated from the northwest portion of Fashion Square drains into an open channel located within the freeway right-of- way (CALTRANS' property) and empties into the Santa Ana River.* U; 5.3.2 Impacts Project Ympacts Since the site is almost completely covered with development at the present time, the proposed project is not anticipated to result in a significant amount of additional runoff. The existing drainage facilities that serve the site should be adequate to accommodate the `1 additional runoff generated by the project. Any improvements which do prove to be necessary will be required to be made at the time of construction pursuant to the City's standard building permit approval I process. Cumulative Proposed Impacts s G The proposed project in conjunction with other developments in the area would result in an increase in the amount of stormwater runoff. The additional increase in runoff generated by the cumulative projects * John Burk, Senior Civil Engineer, City of Santa Ana, Public Works. 75D-At E Li I is not known at this time. Therefore, it is not known if the existing storm drain facilities in the area could adequately accommodate the additional increase in runoff. if the existing facilities are inadequate, then improvements to the facilities would be required, at the time of development of the cumulative projects pursuant to the City's standard building permit approved process. 5.3.3 Mitigation Measures No mitigation measures are proposed. 5.3.4 Significant Environmental Effects No adverse impacts are anticipated. 75D-206 i i 5.4 Biota 5.4.1 Environmental Setting The project site is located in a mature urban environment with d residential and commercial land uses. As a result, the natural vegetation in the project area has been replaced with introduced i � ornamental trees, shrubs and grasses. This vegetation consists almost entirely of species that were selected for their aesthetic qualities, adaptability to the urban environment and their ease of maintenance. The trees on the project site provide nesting and roosting places for several urban bird species. The urbanized character of the project site provides limited habitat for wildlife. Only small ground mammals and birds that ar$ adaptable and tolerant of man°s activities are able to survive in the project area. Mammal species include mice and gophers while larger species are non-existent. Urban bird species include House Finch, Song Sparrow, Common Raven and Mourning Dove. A list of the plant and animal r, species observed or expected to occur on the site is listed in Appendix I. 5.4.2 Impacts �' Project Impacts The construction of the proposed project will not result in any reduction in the amount of ornamental trees, shrubs and grasses on the site, although the location will be changed. A project landscaping plan will be required subject to Agency approval per the Participation Agreement.* During the demolition and construction phases of the a * City of Santa Ana Redevelopment Project Santa Ana, California, Fashion Square Commercial Center Site Participation Agreement By and Between Community Redevelopment Agency, City of Santa Ana and Federated Department Stores, Inc., and Santa Ana Venture, p. 16. ,a i I� project, the small ground -dwelling animals and the birds would be forced to migrate to the outlying areas. When the project is completed and the project area is re -landscaped, wildlife would probably return. Cumulative Impacts The proposed project, in conjunction with other development in the area, would result in a cumulative reduction of existing vegetation t and habitat during construction of these projects and consequently, a reduction of bird and mammal species. However, the vegetation and L landscaping that would be provided by the cumulative developments after project completion could actually result in an overall increase of urban L bird and mammal species. 5.4.3 Mitigation Measures i l_: The Participation Agreement requires the Project Participant =' to provide adequate landscaping on the site and provide for the Redevelopment Agency to approve all preliminary and final landscaping plans submitted by the Participant. to 5.4.4 Significant Environmental Effects 1 i There are no substantial adverse biological impacts t% anticipated as a result of project implementation. 1 i, i n I 75D-2b8 L I I I 5.5 Archaeology 5.5.1 Environmental Setting An archaeological record search was conducted by Dr. David Van Horn to determine if there were any recorded archaeological sites on the project site. The record search indicated that there are no recorded sites on the property and only one archaeological site, Ora-278, has been recorded within a two -kilometer radius of the site. Archaeological site Ora-278 is located southwest of the project site. 5.5.2 Impacts Project Impacts Since most of the site is already developed and there are no recorded sites on the property, no impacts are anticipated. Cumulative Impacts No cumulative impact is anticipated. 5.5.3 Mitigation Measures No mitigation measures are proposed. 5.5.4 Si nificant Environmental Effects No substantial adverse impacts are anticipated. 75D6109 W J C.; 5.6 Traffic and Circulation 5.6.1 Environmental Setting Santa Ana Fashion Square is an existing regional open shopping mall in Santa Ana, California. It is located immediately south of the boundary line with the City of Orange. Figure 20 illustrates the site and regional highway system. The site is bounded by Main Street to the east, the Garden Grove Freeway to the north, the Main Street Shopping Center to the south, and the interchange connector ramps of the Santa Ana and Garden Grove Freeways to the west. The site location and area highways are illustrated in Figure 21. Presently, Santa Ana Fashion Square consists of approximately 512,595 square feet gross floor area (GFA) of retail space anchored by two major department stores - Bullocks and I. Magnin - together with mall specialty shops, on 35.21 acres of land. The Santa Ana venture proposes to redevelop and expand this facility by acquiring parcels of land to the south of the existing center. As presently conceived, the redevelopment and expansion of the center consists of the following: 1. Retail - 1,200,000 square feet in addition to 400,000 square feet of the existing Fashion Square Center that will remain 2. Office - 1,500,000 square feet 3. Hotel - 1,200 rooms. The existing 163,403 square foot Main Street Center would be demolished under the proposal. 75D-210 ;• . :c _ _...F "_ >: _ 1 .L ei O' 'fir 1 yy't- �� � .•i r -. !f is •JZ' }._ _r• 'i -� ...-1�• •_ Or :�,• `c:—~J��-. ..r +3`..: ` Sil1.. gyiye.y.�E t ^„``"'.ec."+ �' { _,• ate: ; •-':. �• _ 9� _ - ci a ,�'�`• �q ._.. 10 , `C _ .•O i � - `Y16e x _ ^'rv,'• A .... i" 1f °''r;�'7 ..•.tie �' .-F. _ 'Y lA a cr oa h. y -� 'O ' _•tit_• r-j AllI i r• n a Y i 9 i zig a �� r .s a' im z o 00 CD ZZ i MI_ x 75D2211 i I I u `�✓ /�� �� �� f '' E _--- 91 I. �. 1 AL! 1 � J ''' '�_ 'l�l .�11` I. a 1`. e'_`—�`^', i• .i I� ��.r' ro jL J �l{-`^,s`.01�—� •� 7 � :..jai. s: L�_1•�-.:/ ^L.r J:41JI �IL�1� �'�.• f ^ �� f'I� •':ram` r11 a' '� •.. l -�—�r— 1 w lJ rCm 75D-212 I Freeway The principal access to the study area is shown in Figure 21. The area is served directly by three freeways: The Santa Ana (I-5), the Garden Grove (Rte 22) and the Orange (Rte 57) and indirectly by a fourth - the Costa Mesa -Newport (Rte 55). Interchanges are provided with the main arteries (Main Street, Grand/Glassell, Chapman and a partial interchange with Bristol/LaVeta). The existence of the I-5/Rte 22/Rte 57 interchange creates a "spaghetti bowl" immediately adjacent to the study area. This Beverly limits opportunities for creation of new ramps without substantially reconstructing the existing facilities. The freeways themselves create significant travel barriers and bridge crossings are limited to relatively few locations. The City of Santa Ana and Caltrans have budgeted funds for construction of a new bridge over I-5 connecting Broadway with Owens Drive and linking with Parker Street and Lawson Way. j Interviews with the California Highway Patrol together with field observations -ndicate that the freeways are relatively free flow during the off peak periods. I-5 is congested in both directions during the AM and PM peak periods and is becoming increasingly congested during non -peak periods, especially noontime. Rte 57 is relatively free flow except for the southbound connector to I-5 in both the AM and PM peak periods. Northbound Rte 57 is congested north of the study area during the PM peak period at Ball Road. The Rte 22 Freeway is relatively free flow in the vicinity of the study area throughout most of the day. However, congestion does occur daily at locations outside the study area. Eastbound Rte 22 backs up from its transition with Rte 55 in the morning (for the southbound connection) and during the evening (for the northbound connection). Caltrans recently improved westbound Rte 22 in the vicinity of Bristol/LaVeta. This substantially reduced what was previously one of the most congested exists on eastbound Rte 22 in advance of the transition to I-5 and Rte 57 during both peak periods. , However, through traffic eastbound on Rte 22 passes this congestion with 75W213 relatively minor delay by using the number one lane. All freeway to freeway connections to and from the study area are relatively free flowing with the following exceptions: I. The southbound Rte 57 to southbound I-5 connector during both peak periods 2. The eastbound Rte 22 to northbound Rte 55 during the PM peak period. Peak period congestion on the southbound 1-5 creates a backup of traffic on southbound Rte 57 and eastbound Rte 22 Freeways. Once a motorist reaches the eastbound Rte 22 connector (from either southbound Rte 57 or I-5) then free flow conditions are encountered through the study area. Other than the existing congestion on the southbound 1-5, nearly free flow freeway conditions are (or could be available) to/from the study area. To take advantage of this situation, access to the study area must be via Rte 22 rather than I-5. Ramps Several ramps serve the study area, but two in particular, are considered important. These are the two Main Street interchanges with I-5 and Rte 22. Neither of these interchanges is a conventional design nor is either particularly well suited to accommodate the high volume of traffic expected from new commercial development in the Main Street Area. The 1-5/Main Street Interchange has one off -ramp directing traffic onto a residential street with a stop sign at the end of the ramp. The on -ramp directs on -ramp traffic through a circuitous "maze" of tight turns through a residential neighborhood. A third ramp directs Main Street traffic off to Broadway instead of Main Street and the Rte 22/Main Street Interchange is situated such that it does not serve Main Street directly. It directs freeway traffic on or off to two side streets -La Veta and Town and Country Road. in addition, the Main Street/Rte 22 Interchange has no bridge over the freeway to connect the on and off ramps. 75D27 14 i Two isolated off -ramps which directly serve the Fashion Square area are particularly noteworthy. These are the La Veta off -ramps from southbound I-5 and southbound Rte 57. There are no corresponding on -ramps, but the return trip is facilitated via the Bristol Street on -ramp to eastbound Rte 22 and the "horseshoe" connector to northbound I-5 or Rte 57. These two off ramps serve Fashion Square in a reasonably { direct manner with little delay encountered. However, the return trip via the "horseshoe" involves considerable out -of -direction travel. The severe congestion associated with the "horseshoe" connector makes the t` return trip tq.the freeways particularly unsuitable. i i Arterials The Orange County Master Plan of Arterial Highways (MPAH) shows relatively few main arterials serving the study area. These arterials are shown in Table 4. Lawson Way, an existing 406 lane wide street, which provides direct access to the Rte 22 Freeway, is not included on the MPAH. This appears to be a significant omission particularly since the road does provide direct access to a freeway. Furthermore, with the completion of the Broadway Overcrossing (including construction of Ovens Drive), Lawson Way offers a more attractive routing to and from Rte 22 than Main Street. This fact becomes increasingly more important if, as will be discussed later, a bridge is constructed at the Main Street/Rte 22 Interchange connecting the ramps. Although the MPAH indicates the future configuration of arterials serving the study area, there are substantial gaps in what exists today. Glassell Street north of La Veta Avenue is essentially a two lane roadway with several four-way stop controlled intersections and a traffic circle located at the intersection of Chapman Avenue. These restrictions effectively limit the capacity of Glassell Street, to little more than its present volume unless a major widening program is completed. 71 75D-215 Natural barriers to travel such as the I-5 and Rte 22 Freeways and Santiago Creek restrict north -south travel. Santiago Street, the only crossing of Santiago Creek between Main Street and Grand Avenue, has been closed to protect the residential area south of the creek from traffic generated by new development in the study area. TABLE 4 ARTERIALS SERVING THE STUDY AREA Arterials MPAH Classification i N-S 1. Main Street Major/Primary 2. Grand/Glassell Major/Primary 3. Batavia Street Secondary 4. Flower Street Commuter 5. Broadway/Owens Drive/Parker Secondary/Primary k- 6. Lawson Way Not Included E-W 1. 17th Street Major L 2. La Veta Avenue Primary 3. Town and Country Road Primary 4. Chapman Avenue Primary 1� With Santiago Street closed and Glassell Street offering ! limited capacity, at least for the foreseeable future, the principal north -south access to and through the Fashion Square area will be Main i k Street. Parker Street has an undercrossing of Rte 22 but offers only limited possibilities. Its principal function is to provide the north -south link for the Rte 22/Main Street Interchange. With the completion of the Broadway Overcrossing, Lawson Way offers an excellent opportunity to supplement north -south access. 72 75D-216 The cross section of Main Street varies considerably throughout the study area. North of La Veta, Main Street has four lanes and a left turn median. Signals exist at two intersections between Chapman Avenue and La Veta Avenue, but they do not seriously effect street capacity. The capacity of Main Street is determined at the intersections with La Veta and Chapman. South of La Veta, Main Street generally has three lanes northbound and two southbound with median turning lanes. The curb widths vary, but the five travel lanes exist t between 17th and La Veta. Main Street, in the vicinity of I-5, has LZ experienced severe congestion in years past. Recent improvements by the I City of Santa Ana including relocation of the southbound on -ramp, elimination of parking and left turns at several locations and restriping have significantly improved the level of service. Left turn ILI restrictions associated with the 1-5/Main Street Interchange (southbound off and northbound on) have increased the inconvenience for some freeway - traffic. However, this inconvenience is offset by a significant I improvement in the level of service provided on Main Street. Several i f: "complaints" were registered by residents during the Phase One TSIP Study regarding the inconvenience caused by left turn restrictions but actual measurements show relatively little impact whereas travel time on t` Main Street is much improved. f 'Cs Traffic Volumes i !, Peak hour traffic volumes were used for analytical purposes I for both present and future conditions. Peak hour volumes for all I signalized intersections in the study area are presented in Appendix II -A. The source of data is existing counts from the two cities, both of whom maintain active annual counts programs, and several additional counts collected expressly for the Phase Two Transportation System Improvement Study. The machine counts along with several individual intersection peak hour turning movement counts were collected by Newport Traffic Studies (NTS). CalTrans provided information on freeway counts as well as selected on and off ramp peak hour counts. Travel time and delay data were collected for all major roadways in the study area and is presented in Appendix II-B. 75D-217 IL A special Christmas season traffic count was conducted during the peak hour at the intersection of Main and Town and Country (Fashion Square Entrance) to determine what changes occurred during peak shopping periods. The surprising results showed that typical Christmas and non -Christmas peak hourly intersection volume (5:00 PM - 6:00 PM) was the same (2,535 vph during Christmas compared to 2,566 vph during the non -Christmas season). Intersection Capacity Analysis An intersection capacity analysis was conducted utilizing PM peak hour turning movement counts collected at all signalized inter- sections. Appendix II -A shows the existing number of approach lanes at each signalized intersection along with the PM peak hour traffic volume. This information was used as the basis for the capacity analysis using an Intersection Capacity Utilization (ICU) technique to report thejLevel of Service. In order to calibrate the ICU analysis to the actual driving characteristics of motorists encountered in the study area, a special study of lane capacities was undertaken. The results indicate the following lane capacities per hour of green time at signalized intersections: Lane Designation Single Left Turn Lane Dual Left Turn Lanes Thru Lane (including right turns) Ca acit 1600 2750 (1500 one lane, 1250 2nd lane) 1700 * These are actual flow rates observed at the four approaches on the intersection of Main/La Veta. The flow rate is expressed in terms of vehicles per hour of green signal time. 775D-218 7 An independent ICU capacity analysis was conducted for the intersections along Main Street by the firm of Linscott, Law and Greenspan, Inc., (LL&G) on behalf of the developers of Fashion Square. Although there were some differences in assumptions and lane designa- tions made by the analysis, the results of the two ICU studies corroborated one another. (The LLG study was done to determine the extent of additional development which could be accommodated by the existing arterials without necessitating a major widening program. That analysis indicates that six travel lanes will be required on Main Street L to accommodate the traffic to be generated by approved projects and that i expected in the first phase of the proposed Fashion Square Expansion and L.` a number of other approved or anticipated developments in the area. ' LL&G's study presumed the completion of the Broadway Overcrossing . Li, Project.) The existing level of service provided by the arterial highway system was examined using ICU type of analysis. Supplemental information in the form of a signal cycle inventory of the existing signalization was conducted. The results of the Intersection Capacity Utilization for critical signalized intersections in the Study Area is shown in Table 5. The results of the signal cycle inventory is presented in Appendix II-C. i v f f a f I 75D-219 I L I TABLE 5 INTERSECTION CAPACITY UTILIZATION 1981 - PM PEAK HOUR Total Vol. Location Entering ICU 1. Main/Chapman 3,292 0.77 2. Main/Almond 2,128 0.54 3. Main/Culver/Stewart 2,606 0.55 4. Main/La Veta 4,855 0.93 5. Main/Town & Country 2,414 0.47 6. Main/Edgewood 2,226 0.49 7. Main/Santa Clara 2,942 0.56 8. Main/Buffalo 2,443 0.71 9. Main/17th 4,450 0.69 10. 17th/Spurgeon 2,779 0.52 11. 17th/Penn Way 2,731 0.67 12. 17th/Valencia 3,142 0.81 13. 17th/Santiago 2,828 0.49 14. 17th/Lincoln 3,421 0.84 15. 17th/Grand 4,425 0.77 16. Grand/Santa Clara 2,942 0.56 18. Glassell/Garden Grove FWY Ramps 3,031 0.75 19, Glassell/La Veta 2,388 0.79 20. La Veta/Pepper 3,052 0.85 21. La Veta/Garden Grove FWY Ramps 3,312 0.62 22. Garden Grove FWY/Town & Country 1,784 0.64 City Parking Requirements LOS The City of Santa Ana's code required parking for land uses anticipated in the study area was investigated. The code requirements are shown in Table 6. Comparison of the code requirements with typical code requirements existing elsewhere and with actual parking experience shows the City of Santa Ana's requirement is high with respect to retail parking but adequate for office parking. The City of Los Angeles has recently completed a study of parking usage. The study indicates employment is a more predictable unit of measure for parking than square footage. Their study shows offices generate an average parking demand of 0.70 spaces per employee. However, in the downtown CBO area which is 75D-210 r- well served by transit, the actual parking demand ranges between 0.41 and 0.68 spaces per employee. This indicates that transit service can produce a significant reduction in the need for office parking. Another parking study recently completed in Anaheim showed actual parking usage rates of 5.0 spaces/1,000 SF for retail and 3.0 spaces/1,000 SQ for high rise offices. This is the same as required in the massive Century City office development. Examination of the parking being provided by the Continental Cities Development shows 3.0 spaces/1,000 SE are being supplied. The City of Santa Ana code requirement of 6.7 spaces/1,000 SF of retail is higher than necessary to satisfy normal or even peak retail parking demand. Land Use Office TABLE 6 CITY CODE PARKING REQUIREMENTS Unit 1,000 SF Retail 1,000 SF Hotel Room Transit Service Parking Required (spaces per unit) Sant— a Typical Requirements 3 6.7 0.5+0.33/ employee 2.4 - 4.0 4.5 - 5.0 1.0 Existing bus routes, stops and transfer locations serving the study area are presented in Figure 22. Information was obtained from the Orange County Transit District (OCTD) of residence of employees who work in the North Main Street area and for bus patronage. This information is presented in tabular form in Appendix II-D. Table 7 shows a breakdown of the typical driving distance for employees of the Main Street area. 77 75D-221 C: t t' I 1 I _ t LECEND'. OVT movTgS------------ DOS RO►S - • TAANSFROt /OIMIS — 8 [Yong ss Aral.- Source: Title: JEF•ENGINEERING ' E-XISITING BUS, ROUTES AND STOPS 22 75D-J12 i i Examination of the existing transit service in the study area shows most service is concentrated on Grand/Glassell Street. Main Street has only one line (53/53A) which does have 20 minute service in peak periods. East -west service is provided on Chapman Avenue/Almond Avenue, La Veta Avenue, and 17th Street. One express bus line (202) does service the Main Street area with one stop. RTD provides service l from one line (800) on Main Street. I An investigation was conducted to determine the total time `= required to use existing bus service from Fashion Square to the Amtrak Station in Santa Ana. The total time required (including waiting between transfers) is 45 minutes to an hour. r TABLE 7 DISTANCE OF EMPLOYEE RESIDENCES FROM NORTH MAIN STREET Number of j Distance Employees Percent Less than 5 miles 1,535 41% 5 to 10 miles 1,645 43% 10 to 15 miles 502 13% 15 to 20 miles - 50 1% + Greater than 20 miles 57 2% Total 3,789 100% f i; One transfer is required to complete the trip. Frequent E transit service does exist along Main Street, but the Amtrak Station is too far from Main Street to walk. A similar situation exists for the future Amtrak Station planned in Anaheim Stadium where no direct bus i service is provided between the rail station and Fashion Square. Consequently, it is expected that a shuttle bus system operating between the two Amtrak stations and the Main Street portion of the study area is going to be needed to take advantage of expanded commuter rail service proposed in the future. The City of Santa Ana is expanding the parking 79 75D-223 capacity of its Amtrak Station through relocating to Santa Ana Boulevard. Relocation to Santa Ana Boulevard will effect available transit serving the station. Two lines (61 and 75) serve the present location for the Amtrak Station and two lines (69 and 85) serve the future Santa Ana Boulevard location. Reasonably good and relatively direct bus service is provided between Fashion Square and the downtown Santa Ana Park and Ride Station and the future Santa Ana Multi -modal Terminal. If the first phase of the future rapid transit starter line were to be the PERR alignment (as opposed to both the N-S and PERR Lines), then reasonably frequent (10-20 minute) and direct service between Fashion Square and the PERR Starter Line would be provided by the fixed route feeder bus system. Upon completion of the N-S Transit Line, direct accessibility to a rapid transit facility will be available in the Fashion Square area. Status of TSIP Agreement i The Cities of Santa Ana and Orange have adopted a Transportation Systems Improvement Program (TSIP) Agreement to fund construction of transportation improvements needed to support the 5 proposed development in the Main Street area. The agreement establishes a one percent assessment fee on all new development in the TSIP area to ibe used for implementation of improvements identified in the Phase Two I TSIP Study and mutually agreed upon by the Cities. The consultant's recommendations for the Phase Two TSIP master plan are presented in Figure 23 and Table 8 and are currently under review by both of the Cities involved. Review by outside agencies such as CalTrans, etc., 1 have indicated that the project proposals are feasible although a funding shortfall has been identified. i The entire TSIP plan, exclusive of the widening of the Santa Ana Freeway which is a project of regionwide interest, is estimated to cost $16.66 million (1982) dollars. Full development of the one percent 7. TSIP assessment fund will generate approximately $8 million - creating a i. 75D-1�4 Source: I Title: JEP',ENGINEERING TSIP.IMPAt VEMENT PLAN 123 81 75D-225 TABLE 8 ! PHASE TWO TRANSPORTATION SYSTEM IMPROVEMENT PROGRAM i Project Cost Priority Complete TSM/Parking Management $485,000 I Program. I+ Auxiliary Lane S/B I-5 7.0 M III i I, Auxiliary Lane N/B I-5 8.0 M III r Lawson Way Bridge 4.5 M I } Fashion Square Service Road Ramps 0.5 M I New S/B Main St. on -ramp 1.0 M I Realign N/B I-5/Main St. off -ramp 2.0 M II r New La Veta Ave on -ramp 1.0 M II -6 Modify 17th St./I-5 Interchange 2.5 M II y Modify Glassell St./Rte 22 Interchange 2.0 M III Widen Main St. (8 lanes Memory L Lane to La Veta) 2.0 M I i j Complete Memory Lane (east L; of Lawson Way) 75,000 II Complete Santa Ana Residential Traffic Control Plan 50,000 I Develop Orange Residential Traffic Control Plan 50,000 I i Widen Bedford Road 500,000 III Total $31.66 Million 1 I 75D-226 shortfall of $8.66 million. In order to fully implement the transportation improvements necessary to support maximum development envisioned in the Main Street area, an additional $8.66 million (1982 dollars) will be necessary. As a result, the Fashion Square project (including developers and the City's Redevelopment Agency), and all other future developments in the TSIP area as well, must be prepared to fund transportation system improvements substantially in excess of what the one percent assessment fee would otherwise support. t- WE I I 75D-227 5.6.2 Impacts Introduction The entire vicinity of Main Street, including Fashion Square and Town and Country, is undergoing intensive new development. As a i result, the Cities of Santa Ana and Orange jointly developed a computerized travel model to analyze the traffic impacts of new projects ! in the area. (That travel model, referred to as the SATC/TSIP Model, is t a derivative of the regional Multi -Modal Transportation Study (MMTS) - 1. Santa Ana Transportation Corridor (SATC) Model. The only difference is that the SATC/TSIP version of the model disaggregates the area of North } Santa Ana/South Orange into smaller zones and includes a highway network with Primary and Secondary classifications rather than only the "Majors" i included in the MMTS/SATC Model). i r The SATC/TSIP Model was created for the purpose of analyzing traffic impacts of various development proposals as they come forth. L3 The SATC/TSIP Model incorporates an estimate of the maximum density envisioned for each zone along Main Street as well as current estimates �+f for additional development in the remainder of the region. This model formed the basis for travel forecasts expected from the maximum planned l development in the Main Street area and a master plan of transportation improvements for highway and transit facilities was developed. The availability of the travel model and the designation of the zones in the vicinity of Main Street are well suited for the traffic analysis necessary in the EIR process. In fact, the regional model, i which has been refined for detailed analysis of the study area, provides considerable more information for an EIR study than is normally 1 � available. The model provides for distribution and assignment of travel r on region -wide basis. Frequently, traffic studies for EIR purposes must ? make large assumptions as to the trip generation distribution and assignment from a new or expanded facility. These assumptions can be a weakness when the project under consideration is large and the resulting 75D-2248 i 70 peak hour trips are sufficient to cause a significant shift in both mode selection and time of travel. Such is the case with the proposed Fashion Square project. The anticipated trip generation is large compared to traffic presently existing on the streets. Several new highway facilities are proposed which will cause significant changes to r occur in existing travel patterns that accompany major changes in demand (such as created by Fashion Square) and highway and transit capacity. 4 As a result, the SATC/TSIP regional model was selected as the basis for i� the Fashion Square EIR traffic analysis. Scope of Work Much of the traffic analysis presented in the Fashion Square L EIR traffic study was performed during the Phase Two TSIP study conducted jointly by the Cities of Santa Ana and Orange. The primary effort undertaken with regard to the preparation of the traffic study for the Fashion Square project was: tom" 1. A comparison cf the current proposal's density with that programmed in the SATC/TSIP Model. 2. The conduct of a selected link analysis to isolate that ft traffic specifically generated by the Fashion Square project. 3. Evaluate that portion of the highway assignments attributable directly to Fashion Square. 4. Identify any impacts resulting from the Fashion Square proposal that were not included (or differed with) the overall master plan developed in the Phase Two TSIP Study. 75D-229 J.. } i� i L L i In addition, comparable trip generation rates were studied for high density commercial retail/office developments. It was noted during the Phase Two'TSIP study effort that the MMTS/SATC Model tended to forecast less traffic, particularly for large scale commercial developments, than some trip generation studies would otherwise indicate. Such a relationship seemed reasonable since it was recognized that large commercial developments offered better opportunities for ride sharing, transit and staggering of work hours. However, rather than to simply rely on this intuitive assumption, comparisons were conducted on commercial developments similar to that proposed in Fashion Square to ensure the trip generation model was realistic. To the extent possible, an intersection level capacity analysis was conducted as part of the EIR traffic study. The Phase Two TSIP Study conducted a capacity analysis at the arterial scale in sufficient depth to size the main arteries but had not extended the study to the detail of intersection level capacity analysis. Such was attempted in the EIR traffic study, primarily for the purpose of comparison with the classical Intersection Capacity Analysis (ICU) approach, but the effort was abandoned. Highway assignments are forecast on an individual link by link basis, but intersection turning movements are not readily obtainable. Assumptions would have to be made as to the percentage of thru and turning traffic at each intersection and these assumptions significantly influence the resulting capacity evaluations. Existing traffic data is available but does not necessarily provide an indication of future turning patterns because the proposed roadway network is substantially different than present. As a result, the comparison of ICU's was abandoned and a more generalistic approach taken whereby individual intersection approach volumes were compared against capacity to ensure a minimum level of Service D was provided. The typical cross section of Main Street is presumed to provide a median wide enough for dual left turn lanes. The proposed expansion of Fashion Square is one of the first projects to proceed after completion of the Phase Two TSIP Study. The 75D-2;30 Ea4 section of the Fashion Square EIR Traffic Study relies on the travel forecasts produced by the Phase Two TSIP Study and expands and foc6ses the analysis on the Fashion Square project. Included in the detailed analysis of the Fashion Square expansion is an investigation of trip generation rates for large commercial projects and examination of the impact of Fashion Square on the entire Main Street area. Freeway access recommended by the Phase Two Study is examined as well as changes in travel patterns that will occur and impacts on Main Street of a failure to provide any or all of the recommended freeway ramp additions. An intersection capacity analysis is performed which provides an indication of the impact newly generated Fashion Square traffic will have on two key Main Street intersections. This capacity analysis, which is based on the conventional "existing plus project traffic" approach is intended for comparative purpose only since existing conditions will be changed dramatically by planned development and roadway improvements in the area. Trip Generation Trip generation forecasts were prepared for the proposed maximum density development of the Fashion Square/Town and Country areas as part of the Phase Two TSIP Study. A "reasonableness" check was performed on the MMTS/SATC Model as a part of that effort to ensure that the trip generation aspect of the model realistically predicted travel demand. That analysis indicated that the MMTS/SATC Model's trip generation procedures did produce reliable estimates of total trip generation. The results of the trip generation for Fashion Square are presented in Table 9. 75D•�31 TABLE 9 FASHION SQUARE TRIP GENERATION AM Pk PM Pk Off Peak Daily Inbound 6,668 4,552 17,317 28,537 Outbound 729 10,832 17 147 28 708 T,39! 15;38-T .Vff 5-5r-i In order to test the validity of the MMTS/SATO Model's trip generation algorithm, extended peak period driveway counts were conducted at a number of office buildings in the vicinity of Main Street and trip generation information for other large scale office developments in the metropolitan area was researched. The results are presented and shown graphically in Table 10. The graph indicates that while the peak trip generation may be highly concentrated for relatively small office buildings (one hour and frequently less) it tends to become a peak period of 2 hours or longer for large office complexes. Prediction of these changes in travel patterns is an inherent characteristic of the regional travel model and is particularly appropriate in analyzing the changes that can accompany a proposed high density development such as Fashion Square. 75D-2932 i TABLE 10 OFFICE TRIP GENERATION RATES (PM PEAK PERIOD) I Size PM Pk Hour Peak 2 Hr Pt Location SF Vacancy Enter Exit Enter Exit 1. 2525 N. Main 84,500 NA 0.16 1.73 0.40 2.37 L. 2. Wells Farbo/ Caldwell/Banker 103,000 6.4% 0.71 1.61 1.33 2.85 L' 3. Holmes & Narver 100,000 NA 0.10 2.17 0.19 2.59 I f 4. Fidelity Savings 110,000 6.0% 0.29 1.53 0.49 2.99 L: 5, Union Square Plaza 363,000 3.9% 0.09 1.63 0.17 2.24 t 6. Newport Center 812,000 NA 0.23 1.16 0,42 2.00 Comparable Projects which Indicate Trends Only 'J (Data not Complete)* 7. Century City 907,000 NA 0.27 1.02 0.57 1.81 P 8. Continental Cities (EIR) 754,850 NA 0.20 1.03 NA NA sj v * Note: This data presented to indicate trend of large office complexes is toward lower trip generation rates per 1,000 SF but data is incomplete - actual trip generation rates may be different. t S f L 9 75D-233 Trip Distribution and Assignment Distribution and assignment of trips generated by the Fashion Square project was obtained from the regional model. Figure 24 presents the 1995 travel forecasts obtained from the TSIP/SATC Model for maximum development of the Main Street/Town and Country area. A "selected link analysis" was performed on the highway assignment for the critical afternoon peak period. Two freeway flow conditions were examined. First, the freeway was treated as if sufficient capacity were available, and/or ramp metering were provided, which permitted the freeways to operate at near optimum flow rates, i.e., 35-45 miles per hour. Secondly, the freeway assignment resulting from a congested (stop and go) condition on the freeways was examined. The typical trip length for travel associated with Fashion Square was also investigated. Analysis shows that 57.2 percent ofithe trips to and from Fashion Square will be less than 5 miles in length. Similarly, 95.9 percent of all trips will remain within Orange County whereas only 4.1 percent will travel to/from destinations beyond County boundaries. This information is corroborated by the Orange County Transportation Commission's employment study of Main Street which revealed 41 percent of existing employees live within five miles and 84 percent live within a 10 mile radius of the Fashion Square. With several commercial centers located close by, it appears reasonable that most shopping trips will be less than five miles in length. The combination of short shopping trips with the employment based trips show good correlation between the model output and survey data and provides reasonable assurance that the model's forecast of trip lengths is reliable. The distribution of inbound and outbound trips from Fashion Square during the critical PM peak period is presented in Table 11. This table shows that 72.3 percent of the highly directional outbound peak period Fashion Square traffic is oriented directly to the freeways. This demonstrates the importance of providing direct freeway access. from the site. 75D-f34 A I Cs L '.c- JiJ 31 it LV UU"LJlw 15 ]4 UVULl'Q'-l_. " LJLJ a to :;q 0 U., 1 13 p n 25 11 1 1{ a1 1��...77] u � �-----� ••' f�f a r.° � i � "., 31 IS 06 ao `.ate �� ¢, �' as ° eaeaj 26 !^ ctz �IV.J'�'U91 L.J�� 1 s• �\+++... �t Y; F . '� .'-� -Let--- Li LJ .+Y✓-�� 48 P all L : ` L it ;�,� e LJUDO!! LEGEND: ® = ADT (Y woo) Source: Title: 24 Oc JW ENGINEERING , \9 5 j�1V�� FpgE Ay,,T. 75M.135 TABLE 11 FASHION SQUARE FREEWAY TRAVEL DEMAND t. (PM PEAK PERIOD) Freeway Direction Outbound Trips i I-5 S/B 25.0% I-5 N/B 12.7% r Rte 57 N/B 3.9% Rte 22 W/B 16.7% Rte 22 E/B 14.0% Inbound Trips I-5 N/B 19.0% I-5 S/B 15.5% Rte 57 5/8 6.0% i Rte 22 W/B 16.7% Rte 22 E/B 6.0% 63.2% I Examination of peak -period highway assignments for the overall Fashion Square/Town and Country area revealed a significant portion of the would-be freeway trips generated may, in fact, travel by the arterials rather than the freeways. The MMTS/SATC Model's capacity i restraint program continually adjusts the freeway speeds (downward) as additional traffic is assigned. Freeway speeds slow to the point where travel by the arterials is faster. The model assigns trips to the ' fastest routing timewise, which results in freeway trips being assigned to arterial streets. i To determine the effect of the diversion of freeway oriented f traffic to the arterials, a "selected link analysis" was run on the SATC model. An optimum capacity condition was assumed for the freeways. Such a condition might be achieved by an effective ramp metering is program. The freeways were assigned a speed of 40 miles per hour, a i, 92 75D-236 speed generally associated with the maximum flow rates on the freeway. The analysis was conducted for the critical PM peak period (3:30-6:30 PM) Table 12 shows the results. Analysis shows that as a result of increasing freeway congestion, approximately 20% of would-be freeway traffic may be diverted from the freeways to arterial streets during the peak periods unless the freeways themselves are improved. The SATC model was also examined to determine how extensive the trip diversion from freeways to arterials was at some distance from the study area. The analysis revealed that motorists whose trips originate in the study area continued to avoid the freeway at locations away from the study area. Typical examples are indicated in Table 13. Analysis of Table 13 shows motorists will continue to utilize arterial streets in lieu of the freeways at distances considerably remote from Fashion Square unless the freeways themselves are improved. TABLE 12 PORTION OF TOTAL TRAVEL ASSIGNED TO FREEWAYS (PM PEAK PERIOD) Freeway Flow Condition Direction Percentage Congested To study area 11.8% Congested Out of study area 56.1% Maximum Capacity (40 MPH) To study area 57.8% Maximum Capacity (40 MPH) Out of study area 70.6% TABLE 13 COMPARISON OF FREEWAY ASSIGNMENT VS TRAVEL DEMAND AT VARIOUS LOCATIONS PM Peak Period Volume (x100) Location Direction eman ssignment 1-5 @ Rte 91 N/B 3 1 1-5 @ Rte 91 S/B 2 1 Rte 57 @ Rte 91 N/B 7 8 Rte 57 @ Rte 91 S/B 3 4 Rte 22 @ Beach W/B 11 5 Rte 22 @ Beach E/B 4 1 I-5 @ Rte 55 S/B 31 38 I-5 @ Rte 55 N/B 7 5 Rte 91 @ Rte 55 E/B 9 3 Rte 91 @ Rte 55 W/B 3 1 Rte 55 @ I-5 S/B 21 0 Rte 55 @ I-5 N/B 5 0 75D-237 Freeway Access to Fashion Square Existing and proposed access to Fashion Square is shown in a Figure 25 and the resulting directional distribution of ingress/egress is presented in Table 14. l TABLE 14 DISTRIBUTION OF ACCESS TO FASHION SQUARE Entrance Exit AM PM Oaf L' Town and Country 49.0% 41.6% 42.3% t= Broadway 28.6% 34.5% 28.75 Bedford Road 12.6% 13.4% 19.2% L., Service Road Ramps 9.8% 11.0% 9.8% Figure 25 illustrates that traffic generated by Fashion Square will not necessarily be concentrated on Main Street. Access to and from the freeways is designed to disperse traffic away from Main Street by taking advantage of Town and Country Road and Broadway and La Veta Avenue. In fact, Main Street does not provide any direct freeway access except for the Santa Ana Freeway and the revised circulation system provides alternative access to the Santa Ana Freeway. For example, �., southbound Santa Ana and Orange Freeway traffic have two off -ramp choices other than Main Street Interchange. These are the Bristol/La LVeta off -ramps and the Main Street ramp from the Garden Grove Freeway. E An Origin and Destination survey conducted during the Phase One TSIP study revealed most motorists coming from the north, who are , familiar with the area's freeway system, preferred to use the eastbound Garden Grove Freeway for access to the Fashion Square/Town and Country area rather than the southbound Santa Ana Freeway. 75D-298 LUGS ND: aglw.... MEWFRECWAY ACCI!" T'O iA3141aN SQUARE ........... EY13TING ACCESS TO WAIN 3TAEBY AND TOWN C COUNTRY AnEA Source: JEF ENGINEERING 1 1 4*- PDBa AADVL nu s•n �` FASHION SQUARE Nw• ffL sarD fYR 144V DTPPTIVL sagfr]L Title: 125 FREEWAY ACCESS TO FASHION SQUARE 75D=139 i . Fashion Square traffic destined for the southbound Santa Ana Freeway will have a choice between Main Street and Broadway south to the Buffalo on -ramp. Inbound Fashion Square traffic from the southbound Santa Ana Freeway has a choice of using either Main Street or Broadway. However, most of this traffic will have been intercepted and diverted to the La Veta off -ramps or the Garden Grove Freeway. Northbound Santa Ana Freeway will be provided with a direct off -ramp to the Fashion Square Service Road. Outbound Fashion Square traffic headed north will have an opportunity to use a new Main Street on -ramp or avoid Main Street altogether by using the Rte 22 Freeway. Fashion Square will probably be identified with Main Street ( and many motorists, particularly retail and hotel customers and visitors to the office buildings may use Main Street solely because of this identity. But more than half of peak periods travel will be by employees (commuters who seek out the shortest time paths which will be via freeway access other than Main Street. Capaci�:y Analysis k j An arterial capacity analysis was conducted using the traffic j assignment forecasts from the SATC/TSIP travel model. A detailed L�. location by location Intersection Capacity Utilization (ICU) analysis was not conducted since the highway assignments do not include t� intersection turning movements. An assumption that the turning movements will remain similar to those existing today is highly speculative given that intensive development of the Fashion Square/Town L and Country area will cause substantial changes in existing travel patterns. These changes will result from modifications to the existing highway network (new ramps, Broadway Overcrossing, Memory Lane, Lawson (' Way) and improved transit service as well as from increased ride sharing and staggering of work schedules. I a r " i 75D-240 'A The intersection capacity analysis involved a transportation a planning approach. The number of arterial lanes required to accommodate the directional design hourly volume (DDHV) was determined. i� The High Flow Arterial Concept Feasibility Study completed by the Orange County Transportation Commission examined several high volume r. intersections in Orange County. The study disclosed that 70-80 percent of traffic approaching a signalized intersection is thru traffic which receive 35-40 percent of the green time. !> From this information, an intersection capacity was estimated ( for thru and right turn traffic. This capacity is based on actual i experience at Main/La Veta where flow rates equivalent to 1,700 vehicles (., per lane per hour of green were observed. A theoretical approach capacity of 750-800 vplph was used in conjunction with SATC/TSIP Model forecasts of the DDHV to predict intersection capacity. Table 15 presents results of arterial capacity analysis showing the forecasted DOW compared with the current peak hour volume and the number of arterial lanes required to satisfy the demand. In the case of Main Street and La Veta Avenue, a curiosity is noted with r respect to a significant difference in the directionality of the DDHV flows. This situation is partially created by the construction of a new l off -ramp directly into Fashion Square which eliminates the necessity to !_ use Main Street northbound from the Santa Ana Freeway. A similar situation occurs on La Veta Avenue where inbound traffic from the 1� southbound Santa Ana Freeway can use eastbound La Veta Avenue (from Bristol/La Veta off -ramp) and return using eastbound La Veta Avenue to the La Veta Avenue on -ramp. In addition to the arterial lane requirements shown in Table 1� ! 15, a center median is recommended on Main Street with sufficient width to accommodate dual left turn lanes and a future mass transit guideway. The capacity analysis for Main Street indicates something less than-8 lanes may be sufficient to satisfy thru traffic requirements, but it is i 75D-241 i expected that high volume turning movements into the adjacent commercial developments will be needed. Consequently, an eight lane section with the curb lanes functioning more as right turn lanes and bus stops is required. I TABLE 15 1 ARTERIAL QIRECTIONAL DESIGN HOURLY VOLUMES Arterial Current Peak Future Lanes Street Direction Pk. Hr. Vol. DDHV Required i. C Main Street N/B 1,450 2,450 3 �` S/B 1,100 2,950 4 La Veta Ave. E/B 2,140* 2,000 3 t. W/B 1,100 1,500 2 r Town & Country Rd. E/B 850 1,600 2 W/B 425 1,600 2 Owens Drive E/B Negl. 1,300 2 W/B Negl. 1,450 2 f Broadway N/B N.A. 1,600 2 l S/B N.A. 1,700 2 Lawson Way N/B 100 2,150 3 S/B 125 2,150 3 * East t off" Main Street; 1,100 vph west of Main Street. L Fashion Square Impact on Main Street An analysis was conducted of the volume of the Fashion Square traffic that would use or cross Main Street and its impact on the l existing levels of service. The SATC/TSIP Model was used for trip € generation distribution and assignment and a selected link analysis was performed on the highway assignment for Fashion Square traffic. It was r noted that the computerized assignment model allocates all freeway trips i to the shortest time path to the freeway. In some cases, the computer assignment had to be adjusted to reflect that a proportionate share of freeway trips exiting from Fashion Square would use alternative routings 4 75D-242 ea to the freeways. For example, the computer assignment directs all the southbound I-5 trips to Main Street. In reality, this demand will be distributed between both Main Street and Broadway. Similarly, all southbound Route 55 Freeway trips are assigned to the Santa Ana Freeway (via southbound Main Street) then to southbound Route 55. Origin and Destination information obtained in the Phase One TSIP Study indicates this travel demand is distributed among both the I-5 and Route 22 Freeways, both of which interchange with the southbound Route 55 Freeway. The MMTS/SATC's assignment model has a capacity restraint feature whichcontinually monitors volume to capacity ratios and assigns traffic around bottlenecks (such as the Main/La Veta Intersection). Consequently, appropriate refinements were necessary to use the computer assignment. A diagram of the adjusted trip assignment for the Fashion Square entrance/exit locations is presented in Figure 26. Examination of this assignment reveals the area's revised circulation system enables approximately half (46.9 percent) of .the Fashion Square traffic to avoid Main Street altogether while another one quarter (24.2 percent) only crosses Main Street in an east -west direction. Less than one-third of trips generated by Fashion Square (28.9 percent) will utilize Main Street for direct access into/out of the center. The trips assigned to the Main Street entrance/exits of Fashion Square, while shown as concentrated at Town and Country Road, will be distributed among a number of driveways situated along the Fashion Square/Main Street Center frontage. An intersectional capacity analysis using the adjusted Fashion Square driveway assignment was conducted to demonstrate the relative impact of superimposing the Fashion Square development on two key intersections immediately surrounding the site - Main at La Veta and Main at Town and Country. It must be cautioned that this is an exercise for comparison purposes only and does not necessarily reflect a realistic portrayal of future conditions since new arterials and freeway ramps to be constructed will dramatically alter the current travel patterns at these two locations. 75D-24s3 m li ri I This analysis does provide at least a frame of reference by which a decision maker can comprehend the order of magnitude represented by the Fashion Square project by itself without including other approved or proposed projects and the effect it would have on these two key intersections. For this analysis, existing conditions were taken as those counted in 1981 and the future peak hourly volume is assumed to be iIL equivalent to 35 percent of the PM peak period travel forecast. I� The results of the "comparative" critical intersection capacity analysis is presented in the following table. TABLE 16 I COMPARATIVE IMPACT OF FASHION SQUARE ON CRITICAL MAIN STREET INTERSECTIONS �.�. Intersection Existing vol/cap Future vol/cap* Main St./La Veta Ave. 0.93 1.10 Main St./Town & Country Rd. 0.47 0.97 * Not - e: U�or comparison, purposes only. This is a theoretical calcu- lation based on Fashion Square trip distribution superimposed on existing (1981) traffic volumes. Is. This theoretical capacity analysis indicates that Fashion Square considered by itself and in conjunction with the freeway/ramp _t4 improvements proposed in the Phase Two TSIP Master Plan would increase traffic at the two critical Main Street intersections by 18 percent at La Veta Avenue and 106 percent at Town and Country Road. This would cause the volume/capacity (vol/cap) ratio to exceed capacity (capacity = 0.90 to 1.00) but remain within limits manageable by reasonable C mitigation measures. r It is evident from this analysis that a capacity restraint encountered at the Main and La Veta intersection in combination with the principal design feature of the Phase Two TSIP master plan, (i.e., diversion of traffic away from Main Street by providing parallel arterials and freeway access) does create a substantial dispersion of traffic around the Fashion Square site. 75D-245 d f This analysis should not be used to reach conclusions regarding design details since, as was cautioned, the conditions 5 simulated do not necessarily represent realistic ones. Rather, the arterial level capacity analysis and the highway trip assignments indicate the redistribution of travel patterns that will occur and form the basis for identification of appropriate mitigation measures. �j Fashion Square Trip Assignment Without New Freeway Ramps A qualitative "what if' type of analysis was conducted regarding the effect of a failure to implement all or part of the — proposed new freeway ramp additions in the vicinity of Fashion Square. The effect of the redistribution of freeway oriented traffic shown in Figure 27. It should be noted that his assignment is for freeway trips only (69.6 percent of total trips) and intended to depict only the y, changes to travel patterns resulting if none of the new ramps are constructed. The two new freeway ramps to be located on the west side of Fashion Square are the most important ones in terms of diverting traffic away from Main Street. If these two ramps are not constructed, then an additional 2,674 vehicles in the peak period (935 vehicles in the peak hour) will be superimposed on the arterial streets surrounding Fashion Square. With the new ramps, this same traffic would not impact any � arterial streets. Failure to provide these two ramps will have a significant detrimental impact on both Main Street and La Veta Avenue. All of this traffic will involve left turn maneuvers from arterial streets further magnifying the impact. Likewise, concentration of all this new freeway traffic at the existing on/off ramp location will overload those facilities. Aside from the two new freeway ramps which directly serve Fashion Square, significant impacts will result from failure to provide several other new ramp installations or modifications. Failure to 75D-A6 Atli 489 —1 " N/a 1-3 L 3T 16oD 6" r 8&S FASHION SQUARE •••••• OP «A. n«r..c lco 9a8 •• •• row u.cu/TAwr.Va wwrefa LEGEND: VOLUM4 oe$CAI.TI CN VCM/3 ORS. 489 ---- INBOUND FRcc WAY TRIP3 (uncwAN4eB) ISIG ..........� OUTBOUIIB" a"AY TRIPS (VnCOAN6EO) 1009 RCTISt0 FREeWAYASSirM- mamT WITOOUT new RAMPS 865-------- PROPBSCP FASCWAY FyANPS SOUPCC: TILI@: B JEF ENGINEERING REDISTRIBUTION OF FASHION SQUAREF27 ` FREEWAY TRIP ASSIGNMENT WITHOUT ___ PROPOSED NEW RAMPS 103 75D-247 provide the Flower Street on -ramp will cause Fashion Square traffic to use Flower Street or other residential streets to reach the northbound 57 Freeway on -ramp at Chapman Avenue. Failure to provide the new Main Street slip ramp to northbound 1-5 would increase the southbound left turning movement to Edgewood by 688 veh in the peak period (240 veh/pk hour). An equal volume of IL freeway bound trips will use Main Street northbound through the La Veta Avenue intersection to the westbound Route 22 on -ramp. In effect, the entire northbound I-5 travel demand (1,376 vehicles in the 3 hour peak period) would use Main Street thereby increasing turning movements all along Main Street. Construction of the new Main Street slip ramp eliminates left turns on Main Street and necessitates only right turns t. and use of thru lanes, both of which have substantially less impact on critical intersection capacity. This analysis has been qualitative rather than quantitative because construction of the Broadway Overcrossing and the Owens Drive P connection to the east will significantly alter existing travel patterns particularly in the vicinity of Main Street and the Santa Ana Freeway. e. Superimposing the freeway ramp traffic on existing intersection traffic would not be realistic. In addition, several alternate routings to the e: freeways do exist. The travel patterns shown in Figure 27 are the most direct routes to the freeways, but commuters will opt for alternates (which avoid left turns) if substantial congestion is experienced at their primary ramp location. As an example, many motorists may opt to use the Route 22 Freeway for access to the I-5 and Route 55 Freeway rather than Main Street particularly if the 1-5/Main Street interchange is not improved. It can be concluded from this qualitative analysis that failure to provide the freeway ramp improvements proposed would severly limit development opportunities in the entire Main Street/Town and Country area. With regard to Fashion Square, the two new ramps on the k 75DS48 q west side providing direct connection with the freeways are essential if the traffic from the size of development contemplated is to be accommodated. TSM/Parking Management Development and implementation of a TSM/Parking Management Program to promote ride sharing (including car pooling, van pooling, and transit) is essential if the traffic created by the Fashion Square development is --to be accommodated by the transportation system. TSM/Parking Management Programs implemented in dense commercial office/retail projects elsewhere have produced a twenty percent mode shift. Examples are Century City, Newport Fashion Square, Fluor Corporation and several others. A TSM Program could include some combination of the following: 1. Preferential parking for ride -sharing vehicles 2. Transit subsidy - in a dollar amount at least equal to the value of parking otherwise provided 3. Flex time and staggered hours and work schedules 4. Promotion of pedestrian and bicycle traffic 5. Employer -sponsored car pool/van pool/bus pool programs 6. Transit system coordination (developers working with OCTD to set up programs to maximize use of transit) 7. The elimination of the "hidden subsidy" for single -occupant vehicles (by paying all employees the equivalent of the free market value of parking, then charging for parking - thus only parking users would pay the cost of parking). 75D-2149 8. Remote area parking with shuttle service for employees to the office.location a 9. Variable parking fees according to time of ® arrival/departure to promote staggering of work hours 10. Other programs offering any prospect of reduced or a, shifted travel patterns. " It is probable that pay parking must be required for the employees in the buildings of Fashion Square, in order for TSM parking management strategies to reduce the overall travel demand. Initially, it would be expected that many employers will subsidize their employee's parking costs in order to attract key personnel. This practice tends to penalize employees who share rides. Another method of accomplishing the same purposes while rewarding ride -sharing employees would be to "pay" all employees the monthly ' equivalent of the cost of providing their parking. Others (those sharing rides or transit users) would realize a financial benefit. The total monthly cost would be about the same for the employer (depending upon what rate is charged for an individual parking stall), but the subsidy encouraging use of a single occupant vehicle would be removed and ride -sharing would be rewarded. Considering the current monthly 4. parking cost of about $40-50 per space, the financial benefit would be significant. Although pay parking offers opportunities to reduce employee's vehicular trips, it creates spill -over problems with the "free" residential and retail/commercial parking situated nearby. The extent of the spill -over is directly related to the cost of parking. Employees seeking to avoid paying the parking charges will attempt to park in these free areas causing complaints from those adversely affected and requests of the city to enforce parking regulations. These regulations may take the form of residential permit parking programs. ;.c 106 75D-250 Experience with enforcement of residential parking permit programs shows they are reasonably successful when the undesired parking is by repeat users, such as employees working in the vicinity. On the other hand, when the undesired parking is by occasional users, enforcement of residential permit parking is frequently ineffective. There are costs of administration and enforcement associated with residential permit parking programs which would be borne by the appropriate jurisdiction. The spill -over parking problem can be dramatically reduced by the TSM parking management program previously described. The employer charges back employees in single occupant vehicles for their parking whether or not they park in the company lot. This removes the temptation to park in adjacent free area. This requires minor administration and enforcement on the employer's part to ensure the monthly cost of parking is paid by all employees who drive alone. Elimination of the "hidden parking subsidy" is but one way of encouraging ride -sharing. The advantage to the transportation system is that less traffic is generated. The advantage to the employers is that they would have to provide less parking which would save (1982 dollars) the equivalent of $10,000 per space in capital costs or about $480.00 per space per year in annual costs for maintenance, operation, and capital recovery. Parking charges can be varied not only to encourage ride -sharing but also to promote travel during other than peak periods. A For example, employees arriving and departing before or after the peak hour(s) would pay less for parking. This would not reduce the required parking spaces of the office unless employee times did not overlap. But it would distribute travel over the off-peak period since it would • provide a direct financial incentive to employees to adjust working hours. 75D i51 A TSM Program might also include payment of transit subsidies for implementation of a shuttle bus connection to the Amtrak station and improved fixed route bus lines with direct service to Main Street. One area in particular is the residential area of Orange located to the northeast of Fashion Square. The Main Street Employment Study"isolated 1. this as an area with a high concentration of residences for Main Street area employees. Examination of the existing bus service shows no convenient transit service from this area to Fashion Square. An opportunity also exists to negotiate an agreement with OCTD .: to provide improved transit service to Fashion Square. Given the intensity of office development in the limited area of Fashion Square, all of which is within convenient walking distance from Main Street, ideal conditions are provided for transit usage to be maximized. The OCTD has expressed an interest in providing increased transit service to such intense employment centers. Exp:yrience shows one way to make a TSM program successful is through provision of a financial incentive in addition to conditional L approvals. One incentive could be a potential reduction in required parking. The developer would set up a pilot program consisting of y, appropriate ride -sharing elements, and the performance of that program in terms of reduced vehicular trip generation would be evaluated. Based upon the success achieved, the City of Santa Ana may consider reductions in parking requirements as a means to promote additional participation in these elements with a demonstrated effectiveness in reducing vehicular trip generation. Neighborhood Traffic Control Phase Two of the TSIP Study identified the residential area north of La veta Avenue and Bedford Road as potentially receiving an impact from increased traffic emanating from Fashion Square. The EIR investigated that impact in more depth and determined that such an impact will occur unless mitigated. 75D-2k Investigation of trip generation from Fashion Square revealed a spill -over parking problem existed. Several employees and students who work or attend school in the Union Bank Plaza park in Fashion Square walk to the Union Bank Buildings. Closer investigation revealed that increased parking charges created this situation and that spillover parking was not limited to Fashion Square but occurred in the retail �. lots on the northwest corner of Main and La Veta and in the adjacent residential area. It was noticed that St. Joseph Hospital employees also park in the same residential area. Since employees have demonstrated a willingness to park in surrounding lots and residential areas to save the cost of parking, then the same would probably apply to t' future employees of Fashion Square as well as for other proposed projects in the area. u In addition to increased parking in the adjoining residential neighborhood, increased traffic as well may result. Bedford Road north of La Veta Road offers an excellent opportunity for commuters to avoid congestion at the intersection of Main Street and La Veta Avenue. Some area employees were observed using this route. Bedford Road provides a convenient by-pass for commuters headed north either to the Orange or Santa Ana Freeway. Flower Street provides a similar by-pass routing. The only difference is that Flower Street is a master planned commuter route passing through a multi -family area. Bedford Road is purely a residential street in a single family neighborhood. Flower Street also poses a by-pass routing for northbound Bristol Street commuters seeking to avoid congestion on the connector ramp enroute to the Orange Freeway. The impact of installation of a new traffic signal on La Veta 1 Avenue at Bedford Road to serve Fashion Square (and Union Bank Plaza) traffic will enhance opportunities for commuters to use adjacent residential streets. The signal will be needed to control a high volume (16,000 ACT) entryway to Fashion Square. But the new signal also poses the potential for encouraging commuters to use Bedford Road. To preclude such, it may be necessary to force northbound traffic on ' Bedford Road to burn right or left at La Veta Avenue. This, in itself, 75D-253 -r may not be sufficient. Commuters may turn on Crest or Devon Road and it may become necessary to prohibit right turns onto Crest and Devon during commuter hours to prevent intrusion of traffic into the residential area. i. (Fortunately, the reverse direction of these by-pass routing does not appear to pose as serious a problem. Southbound commuters on the freeways are not likely to exit at Chapman Avenue although some east -west commuters on Chapman Avenue could opt to use Feldner/Bedford instead of Main Street.) �- Construction of a new La Veta on -ramp to the Orange Freeway, as recommended in the Phase Two TSIP Master Plan, would eliminate the time advantage offered to Fashion Square commuters (as well as others) of by-pass routings through the residential neighborhood north of La L. Veta Avenue. Upon completion of this ramp, commuters would simply proceed westbound on La Veta to the on -ramp and immediately enter the northbound Orange Freeway at a location where free flow conditions are a, encountered. Reduction of the spillover of parking, whether caused by employees of Fashion Square or other office developments, may involve t signing of limited time curb parking or a residential permit parking program. In either case, additional police enforcement from the City of y Orange would be necessary. As demonstrated by the Phase One TSIP Study, residential traffic control is a sensitive issue and the affected residents must be involved in any program designed to reduce or prevent commuter traffic 1� through their neighborhood. Some suggestions have been presented, but these may not be acceptable to the City of Orange or the residents. Consequently, an effort similar to that in the Phase One TSIP study should be undertaken to determine the extent of the problem and more importantly, the measures the residents want (or will accept) as mitigation. 75D-A4 5.6.3 Mitigation Measures IT Description of Mitigation Measures One transportation system improvement currently underway is „ construction of the Broadway Overcrossing and Owens Drive. Completion of the Broadway Overcrossing will significantly increase north -south capacity and provide direct connection to Fashion Square without necessitating use of Main Street. The Broadway Overcrossing will provide direct,access to/from the Santa Ana freeway without increasing Main Street traffic. .4 The following mitigation measures are recommended to reduce the traffic impacts of the proposed Fashion Square project: I. Contribute a one percent (1%) assessment fee to the'Joint City of Santa Ana and City of Orange Transportation System Improvement Program (TSIP) to fund needed transportation improvements ii the area identified in the Phase Two TSIP Study. The TSIP Assessment Fee of one percent of project �s building cost is expected to generate only half of the cost of the recommended Phase Two TSIP Plan. The Fashion t: I Square development (the developers themselves and the Redevelopment Agency alike) must be prepared to fund those areawide transportation improvements which principally benefit their project as well as contribute a one percent assessment to the TSIP Program. 2. Provide funding for the construction of a pair of new freeway ramps on the west side of Fashion Square linking the Santa Ana Freeway with a public road surrounding the project. 75D45'5 i, L L i7, I 0 These two new ramps will connect with a public street and as such, provide overall benefit to the general public. However, the primary need for and beneficiary of this improvement is the Fashion Square development itself. The cost of this improvement is included in the overall TSlP Plan, but that program is underfunded by approximately 50 percent. Consequently, the cost of any transportation improvements which relate to and directly benefit a single development, should be borne by that development. Construction of these two ramps will substantially improve the freeway access of the Fashion Square site and permit traffic to enter and exit the development with no delay from traffic congestion on the surrounding arterial street system. 3. Widen Main Street along the fashion Square frontage to provide four southbound lanes and a 26 foot wide median island to accommodate dual northbound left turn lanes and the columns of the future North -South Transit Guideway. A total curb to curb width of 124 feet will be required for an ultimate eight lane section planned on Main Street. The increased width will be the general responsibility of developments planned on both sides of Main Street, but some transitions in alignment may be necessary to minimize impacts to existing buildings. 4. Construct a public roadway around the west side of the site from the intersection of Owens Drive/Broadway to Main/Town and Country. This public road shall have a capacity of 16,000 ADT and connect the new freeway ramps with Main Street and Broadway/Owens Drive. This public road will provide an alternative means of access to Fashion Square and allow traffic to virtually avoid use 112 75D-256 E IL I of (and impact upon) Main Street. This new road will provide direct access to/from the I-5 Freeway in order to relieve pressure at the existing Main Street Interchange. Dedication of the roadway as a public street is required to satisfy CalTrans standards for construction of ramp facilities on public roads. 5.A. Provide for redesign and reconstruction of the Main Street Entrance to Fashion Square to accommodate two entry and exit lanes and a left turn pocket. The entrance shall be integrated with the new public roadway planned around the site to link with Bedford Road, the freeway ramps and Broadway/Owens Drive. The signalized entrance shall be modified to include separate left turn phasing. i B. Provide sufficient funding for the reconstruction of the median island on Town and Country Road to include a separate westbound left turn lane. The existing median is a wide landscaped island with no separate turning lane. Fashion Square will be the primary beneficiary of this reconstruction even though the new westbound left turn lane is not intended to directly serve Fashion Square traffic. Widening of the Main Street Entrance will mitigate the effect of increased traffic (primarily east -west direction) created by expansion of the shopping center. 6. Provide for installation of two new traffic signals on La Veta Avenue at Bedford Road and the off -ramp from the southbound Rte 57 Freeway. 75D- °M G,n � In order to facilitate access to Fashion Square from the Rte 57 Freeway a traffic signal will be needed on Bristol Street/La VEta at the off -ramp location. Presently, this ! intersection is controlled only by stop signs and a left I' turn from the off -ramp to La Veta Avenue involves considerable delay. This off -ramp provides a convenient route to Fashion Square and allows southbound freeway traffic to avoid congestion encountered at the 1-5/57/22 Interchange. To promote use of this alternative access, L especially by commuters, signalization of two inter- sections is necessary. One location, Bristol/La Veta at I the Freeway off -ramp is under the jurisdiction of the State and the other intersection, La Veta/Bedford is the responsibility of the City of Orange. 7. Develop and maintain an aggressive Transportation Systems L Management (TSM) Program designed to maximize use of L" transit and ride sharing and staggering of work hours. A realistic target of 20 percent increase in ride sharing L and transit usage is established as the goal for a TSM Program. The developer shall be required to develop a program designed to achieve the goal and submit this program to the City for approval. In addition, the developer will be required to provide a Transportations System Management Coordinator to actively pursue implementation of the TSM/Parking Management Program. This position need not necessarily be on a full time basis until such time as implementation of a substantial portion of the proposed office use is underway. The developer also shall be required to provide and maintain a security force whose task, among others, shall I be to enforce all on -site parking regulations. 75D-268 i� 8.A. Design buildings to accommodate second level access from a future transit station on Main Street in the vicinity of Town and Country Road and/or a possible future grade separated pedestrian bridge connecting developments on both sides of Main Street. The buildings and internal pedestrian circulation should be designed to allow for 1 such future improvements, which would serve to minimize at -grade pedestrian crossing of Main Street at street level. (Main Street will be a 124 foot wide with high volumes of turning traffic and transit operations). L: B. On -site pedestrian circulation must be maximized to facilitate easy movement of people between buildings. Vehicular traffic must be intercepted at major entrances along the public service road and channelized quickly to is parking areas. Convenient pedestrian facilities must be provided from the parking areas to the buildings and to i the transit station/bus stops. L i Priority of Mitigation Measures 1. -- I j The project does not have a defined phasing plan. The L developers acknowledge that the maximum development would only be realized in 5-10 years if the market has sufficient demand to support l.; such intense development. The traffic study is based on the maximum f allowable development with a recognition that a lesser density may hultimately result. This means that if the maximum development in the Main Street/Town and Country area materializes, then all the i improvements identified in the Phase Two TSIP Plan will be needed. To determine at what stage these improvements will be needed, the phasing of transportation improvements was compared with project implementation. Linscott Law and Greenspan prepared an estimate of the magni- tude of Fashion Square development that could proceed with only rela- tively minor additions of turning capacity at critical intersections. 75D-269 I That analysis concluded that 400,000 SF of additional development could proceed if 6 lanes are provided on Main Street, the entrance to Fashion Square is improved, and a separate right turn lane provided on westbound La Veta Avenue at Main Street. This analysis included traffic created by other projects affecting Main Street. Any further development would require significant modification to existing freeway access such as proposed in the Phase Two TSIP Plan. L: Next to the construction of the Broadway Overcrossing, the most important transportation system improvement is implementation of the new freeway ramps on the west side of Fashion Square. (Widening of Main Street in front of Fashion Square will provide only a marginal increase in capacity. The full capacity of Main Street will not be l; available until such time as the entire Main Street improvement is completed.) Consequently, the next increment of development of Fashion Square will be dependent upon construction of the two new freeway vamps. Construction of these two ramps will allow an estimated 80 percent of development of Fashion Square to proceed. These two ramps, in combination with the Broadway Overcrossing, provide Fashion Square with direct access to the freeways, minimizing the impact on Main Street. is Full development of Fashion Square will depend upon completion of a new Main Street on -ramp to northbound I-5 or construction of the i new Lawson Way Bridge. Either of these projects alleviate the L congestion caused by Fashion Square traffic using the existing northbound on -ramp to the I-5 Freeway. (A temporary alternative to l; these freeway projects is implementation of a new right turn lane on northbound Main Street at La Veta Avenue. This will permit Fashion Square traffic to use the Rte 22 Freeway westbound in lieu of the northbound I-5). The success of the TSM/Parking Management Program will effect the magnitude of development that could accompany various levels of transportation system improvements. If the TSM program were to achieve 75D-260 more than a 20 percent mode shift, the trip reductions would translate into more square footage that could be developed within available transportation capacity. 5.6.4 Significant Environmental Effects The redevelopment of Fashion Square will substantially increase employment in the area and generate an estimated 57,245 trips daily. This equates to 429,337 vehicle miles of travel daily based on average lengths of 10 miles for work and hotels and 3.0 miles for shopping. It should be noted that this is not entirely new travel since many of the trips will be diverted from elsewhere on the existing system. Large increases in traffic created by redevelopment of Fashion Square will significantly impact the surrounding arterial highways;and the freeways. Analysis shows that if the new ramps proposed in the Phase Two TSIP Plan are implemented, then approximately 30 percent of the Fashion Square traffic will directly impact local arterials. The remaining 70 percent will directly impact on the surrounding freeways causing severe congestion to occur. The capacity of the existing freeways will have to be enhanced to accommodate the increased regional travel or the freeway oriented trips generated 6y Fashion Square will use local arterial streets in lieu of the freeways. This will create congestion on the arterial highways such as Main Street and nullify the basic goal of the Phase Two TSIP Plan. Improvement of the freeway ramps and widening of the freeways themselves is essential if traffic generated by Fashion Square is to be accommodated. Redevelopment of Fashion Square and the surrounding area will cause substantial changes in existing travel patterns. The complete character of travel in the area will change. The highly peaked travel condition currently encountered only during one hour in the afternoon will become a peak period of approximately three hours in duration. Capacity of the highway and transit elements will limit the travel that 75D-291 !I i can occur during the peak hour forcing trips to be redistributed over a n longer span of time. Employees and shoppers will have to accept and adjust to new peak period conditions. Construction of transportation facilities will change the entire look of the area into a high density downtown CBD rather than the 4 suburban character that exists today. , If the development proceeds and the associated transportation improvements either fail to materialize or lag the pace of development, j then severe congestion will develop on Main Street. Main Street congestion is influenced not only by Fashion Square but by redevelopment in the area. Implementation of the Phase Two TSIP Plan is dependent upon securing additional funds to cover $8.66 Million for identified but unfunded projects. Implementation of some of the freeway ramp improvements on Main Street will require acquisition and relocation of residential and commercial properties. Four single family homes and one or two commercial businesses on Main Street will be eliminated to make way for the new freeway ramps. t t , 75D '262 0 5.7 Noise i 5.7.1 Environmental Setting 1 Vehicle traffic is the primary noise source in the project area. The Santa Ana Freeway (I-15), Garden Grove Freeway (Route 22), and Main Street are all located within close proximity to the site. Noise exposure contours for these highway segments were calculated and are presented in Appendix III of this report. Figure 2B illustrates the general outline of the unattenuated 65 dB contour in the project area. L 65 dB or greater is typically considered excessive for certain types of "noise sensitive" uses, i.e., residential. Since the primary access to the site will be along Main Street, "peak hour" traffic noise measurements were made at a residential area which is located near Owens Drive and Main Street (Refer to Figure 28). A series of noise measurements were made at locations 1, 2, and 3 to establish ambient levels in this area which could be impacted by increased traffic from the project along Main Street. Noise samples of 12-minute periods taken at each location exhibited a range of 64 dB(A) at location 1, 57 dB(A) at location 2, and 52 dB(A) at location 3. Results of the noise survey also indicated that any change in traffic volumes along Main Street would change noise 1 levels that would only be noticeable within the first 100-200 feet of Main Street. This is due to the shielding effect of homes along Owens Drive as one proceeds in an easterly direction away from Main Street. (Refer to noise measurement data in Appendix III of this report). Appendix III also contains supplemental noise measurement data collected near Broadway Street located southwest of the project site. CALTRANS proposes to extend Broadway Street over the Santa Ana Freeway. This overpass will provide an additional link for traffic between the project site and the west side of the Santa Ana Freeway. Results of this noise measurement study indicated that the noise levels are in the 75D-263 t :L �77 4 I LEW"e-l" A 1.1 Ll I s same noise range as the noise levels measured by CALTRANS.* CALTRANS will construct a noise barrier along the west side of Broadway between the freeway and Santa Clara Avenue. 5.7.2 Impacts Project Impacts The project will generate additional noise in the local area due to demolition of existing on -site structures, construction activities, construction traffic, and project -generated traffic. As with most development projects, there will be an increase in noise in the immediate vicinity of the site during project construction. Since construction activities are limited to daytime hours and there are no "noise sensitive" land uses immediately adjacent to the site, no adverse noise impacts are anticipated during phase development of the project. It is not anticipated that construction related truck traffic would use residential streets. City regulatory control over truck routes and street load limits is adequate to assure such use does not occur. The proposed project will generate a additional volumes of vehicle traffic. The majority of this traffic will utilize Main Street or Broadway Street when the Broadway overpass is completed. The two areas of concern which may experience an increase in traffic noise are the first few homes along Owens Drive east of Main Street and residences on the west side of Broadway Street between the Santa Ana Freeway and Santa Clara Avenue. However, when the Broadway overpass is completed, CALTRANS will construct a noise barrier along the west side * California Department of Transportation, District 7. Physical Environmental Report, Broadway overcrossing Route 5 Freeway in Santa Ana. 75D-2615 " of Broadway as previously mentioned. This will mitigate any increase in traffic noise along Broadway resulting from project traffic. e� The following traffic noise level increases may be expected - along Owens Drive within a couple hundred feet of Main Street as a result of the project and cumulative development traffic: i. Development Scenario Noise Level increase u " Proposed Project 3-5 decibels i Cumulative Development 4-6 decibels Results of the analysis indicate that a noticeable noise level increase will occur near Owens Drive and Main Street. Implementation of the project could increase noise levels to 67-69db, 60-62db and 55;57db 6< at locations 1, 2 and 3 respectively. Since the development plans are for commercial uses, the majority of traffic noise related to the 1 project would occur during the daytime hours. Therefore, residents on Owens Drive closest to Main Street could anticipate increased noise L levels only during the daytime.* Late night and early morning hour noise levels are not expected to be much different than existing 1_. conditions. The development of hotel structures on site are not expected i. to affected by local traffic if standard design and construction , materials are utilized. 5.7.3 Mitigation Measures 4 No mitigation measures are proposed. * Since there is no viable way to construct a noise barrier along the east side of Main Street in this area, this impact is unavoidable. 75D-266 5.7.4 Significant Environmental Effects Residents along Owens Drive within a few hundred feet of Main Street may receive an increase in local traffic noise resulting from the proposed project. 75YE267 r 5.8 Air Quality + 5.8.1 Environmental Setting 4- Air quality is dependent upon the source location, the amount and type of pollutants emitted, and on the subsequent atmospheric dispersion of the pollutants. Schematically, air quality may be described as follows: I: DISPERSION LI_ o Emissions + Meteorology + Air Chemistry --i► Air Quality SOURCES RECEPTORS cr: i. e There are several distinctions made in the identification of air pollutants. One distinction made is between primary and secondary air pollutants. Primary pollutants are those pollutants that are emitted directly from sources. Carbon monoxide, hydrocarbons (organic gases), oxides of nitrogen, sulfur dioxide, and particulate matters are primary pollutants. Secondary pollutants are those pollutants formed by chemical and photochemical reactions in the atmosphere. Photochemical oxidants and nitrogen dioxide (NO x2) are principal secondary pollutants. Primary and secondary pollutants are transported and dispersed by meteorological processes. Meteorological factors important to the transport of air pollution within the South Coast Air Basin, in which the proposed project site is located are wind speed and direction, and the presence of atmospheric temperature inversions. With very light wind speeds (average of 5.7 miles per hour) the basin atmosphere has a limited capability to disperse air pollutants horizontally. As shown in Figure 29, the dominate daily wind pattern is a northeasterly daytime sea breeze and southwesterly nighttime land breeze. 75D--268 TYPICAL SUMMER DAYTIME OCEAN WINDS (Noon to 7:00 PMI 11 TYPICALSUMMER NIGHT DRAINAGE WINDS (Midnight to 5:00 AM) 'i TYPICAL WINTER DAYTIME OCEAN WINDS TYPICAL WINTER NIGHT DRAINAGE WINDS y (Noon to 5:00 PM) ®site (Midnight to 7:00 AM) These maps show dominant summer and winter patterns in the South Coast Air Basin. For the period of the day shown, the I net transport of air onshore usually is greater in the summer, while the net offshore transport as a rule is greater during the winter. Whether there is air movement or air stagnation during the morning and evening hours, before these dominant air flow patterns take effect, is one of the critical factors in determining the smog situation on any given day. Source: T1tte: SOUTH COAST AIR QUALITY TYPICAL WIND PATTERNS IN / MANAGEMENT DISTRICT GENERAL VICINITY OF G PROJECT SITE %r6 — e u r Atmosphere temperature inversions are common in the South Coast Air Basin and inhibit the vertical dispersion of air pollution while they persist. As a result, air pollutants become more concentrated until the inversions either break or surface winds increase enough to disperse pollutants horizontally. Levels at which air pollution produces adverse health or welfare effects on receptors are reflected in the Ambient Air Quality Standards. The Federal and State Air Quality Standards are represented in Table 17. The attainment of the Federal Primary Air Quality Standards is required by December 31, 1982,* but may be extended with EPA approval for carbon monoxide and oxidant to December 31, 1987. The California State Air Quality Standards were originally set as air quality goals and do not have a specific attainment date. In August, 1982, the Southern California Air Quality Management District (SCAQMD) and the Southern California Association of Governments (SCAG) revised the Air Quality Management Plan (AQMP)/State Implementation Plan (SIP) for the South Coast Air Basin. The plan was required by the Federal Clean Air Act and its revised goal is to attain federal and state ambient air quality standards in the basin as expeditiously as practical. However, modeling shows that even with the implementation of all reasonable measures which can be realistically implemented in the next five years, the region can not demonstrate attainment by 1987. Therefore, a long range plan has been prepared which includes provisions for annual increments of progress and interim air quality goals leading to the attainment of all standards at the earliest feasible date. The intent of the long range plan is to identify actions necessary to achieve attainment over a longer time frame, with the year 2000 selected as a target date. Existing Air Quality The South Coast Air Quality Management District measures air quality at their Anaheim Station, approximately seven miles north of the * Clean Air Act Amendments, 1977. 0 75D-2Yb �. project site. Air quality information from this station can be assumed to be indicative of the general air quality for the project area. Air quality data for the year 1981, the most recent year for which annual air quality data are available, are presented in Table 17 for the Anaheim Station. As shown in the table, the State standard for carbon r monoxide (CO > 9 ppm), 8-hour standard) was exceeded for 4 days; the State oxidant standard Ox > .10 ppm, 1-hour average) was exceeded 65 days; the State nitrogen dioxide standard (Wx > .25 ppm, 1-hour j average) was exceeded a total of 4 days; and the particulate matter standard (TSP > 100 ug/m3, 24-hour) was exceeded a total of 26 days. !; The Federal standard for carbon monoxide (CO > 9ppm, 8-hour) was exceeded for 14 days, the Federal standard for oxidant (0x > .12ppm, 1-hour) was exceeded on 32 days; particulate matter (TSP > 260 ug/m3, 'L� 24-hour) was exceeded one day. C: 5.8.2 Impacts Project Impacts i Short -Term Impacts i; The construction phase of the project would produce two ii sources of air pollution emissions. These are exhaust emissions from construction and grading equipment and dust generated as a result of earth movement and equipment traffic on local streets. The dust emissions may cause a nuisance to persons and businesses located on adjacent properties or along roadways used by the earth -moving equipment or to motorists who park motor vehicles in the vicinity of the project. The exhaust emissions would be of short-term duration during the construction phase only. Based on EPA estimates of dust emissions from F construction projects, an estimated 80.pounds of dust per day per acre of grading activity is expected to occur. The actual daily dust emissions would vary depending on the amount of land and the type of soil being graded. Upon completion of construction, the dust emissions would cease. 75D1 71 t` w w m r¢- i I } WN 4, M a E Y v ro a v a Y O L Y N a if ro rtl O U N A O U N N > x o a ro ro W AI 'cY }t W '1 p.N r E ME tna O an t 'a 1 co a ro cr a w O a i w J W ako CD U a N ~ c:E o o Z r LL M ¢ X CL O M ro u E N x c u M m �ro� = E cl Y O O W Lro 4 ro Ln 'o L G ZJ cv c m a E a a a > U w ✓+ U E x z >,x o IOU ra O ro W clp L O an o ON N a 0 S- Z L Sa LL A a M 5 t! N N L S V O L � U 0- 7 C c a. a o • r d S O i x a O r N E (1 x X t6 r- a L av w r a ro N CDN rp V ✓ \` ¢ c Z7 V ED N W t0 a .V.. w a .U. W W a a Z Z •-• N V c( •p X > X 7 yt L E. oz taw .n 0e m ro 0 o aC o� a � w er O a ro zo z� r m u U c C O L O S- u G d 0 r0. S .-t •rdx X X Z ro ro F a ro is Y O Y L a > 0 tl S a Y a •; U L E E a o 0. O. 0. 0.e E to O C 0. m N v AA o L L ro N' 00o a O O a C S S en O lIl N +raw O L L L 00 • ti vv a r C C C ++ taroro E E ++1 .3 o, o. a E a0.E c a 47, Be to AN4�o NNE Al L L rn 3 0 a L O O N 0 L S mO C7 • S co m •-- V N ct •r } N tlVNa--. .�,•_.. MY4- L C� ?r O r >r 01 .`ry T ro t _> Y W a ++>f ar V •r ai S U a u Y U e p u0.d a Y aE L L 0 to t6 a `O1 Y a Ut ^ L 7 •r n L C 'b .n O N r ro NOC) E t0 'O c r ti e-i -0 L ro •m L N Y C to mm rod O to r I-» N C Y cot0cr- n a ro Y Y a a Y N C V1 > L VI L tp ro m 0 + L a Y a O aY U ro+1L� vrotaYm a.-t a mYv o LL fh (Y •O V1 N a A � V �o U at v M m 75D 2'72 i Long -Term Impacts Long-term impacts associated with the project consist of emissions generated by the following sources: ` Stationary Mobile Off -site generation of Motor Vehicles electricity for project. On -site use of natural gas for space heating and water heating. i Stationary Sources i The stationary on -site emissions resulting from natural gas consumption associated with the existing Fashion Square Commercial Center project are presented in Table 18. As shown in the table, the contribution of project emissions from on -site consumption of natural gas to the 1987 total emissions inventory projected for Orange County is considered negligible (i.e., less than 0.1 percent). t The stationary emissions resulting from project electrical energy consumption would occur off -site at electrical power -generating plants located throughout the utility's generating network. The total emissions due to the generation of electricity for the Fashion Square Center and the contributory effect from the proposed project are given in Table 19. Mobile Source An estimate of the total motor vehicle emissions generated by the traffic associated with the Fashion Square Center and the effect of the proposed project are presented in Table 20. The emissions 75[ ,nM l.i wd O N r 1n z 1-� W E �w W Y ar r1 Z a N `L w d' Q LS � c-1 -1 W W W W W Z = Z Z Z O 1D O U7 11* O c Ot Ol h• Ol ID M rn 00 1�rr •-' cli Ch C7 O lP N M Z l' O O t0 r-1 fJ'S d OI M tin Z CO CD LO N N D r-1 ? N v N v � N b C> m m c C) 7 O (U G O i u O r 4- 5- 4' " m c 0 L 4- v al c Y O %- N yl ? N C O O E 10 u W l!l OD CL 01 N 10' 1n Cf .-H � n 1 W M L m C O �- W G � o Y-I °.. 4� 1v w c Er S V i O V m QO p Ol � Owl C N m 4- - Y L Y L 1 n O m Y Ph C =Q u p J O 4 E IV ® i m m w m O V O CD i C 0 O ec 41 Oi A N N U C L L G i W C G� Li L E O o E +- O n c O O N L 7 E c A a' c c 0 = C E U C vt m N S 10 v m� d • cr t$ F914J r� •1- rr In + e- Y IV 10 K- m?G c IV I-m r- 7 04- 3 3 O CY W., Y Cr •' r t U m •� L d.1 0 Qrw = m4 ••A1 u V W .rn c vz n C C O • G 'Z O Y O'D � O 11 Cy Y ut .- N CY C. J (Q.J m •X CC O W 1NLL.W EOV14J= . N May 75D-'2'74 TABLE 19 ESTIMATED AIR POLLUTANT EMISSIONS FROM OFF -SITE GENERATION OF ELECTRICITY AIR POLLUTANT EMISSION FACTORI (LBS/1000 KWH) EXISTING2 (LBS/DAY PROPOSED PROJECT LBS/DAY) Carbon Monoxide 0.2 16.0 87.0 Total Organic Gases 0.17 13.6 74.0 Nitrogen Oxide 2.3 183.8 1,000.8 Sulfur Oxide 2.7 215.8 1,174.9 Particulates 0.401 32.1 174.5 I - NLAQMU. Air Quality Handbook for Environmental Impact Reports, 2 October 1980, Energy Use Emission Factors, Table XII. Existing Fashion Square development has estimated total 3 electrical consumption of 2,397,948 KWH per month. Based on electrical consumption rate of 13,054,240 KWH per month. 75D475 N z 0 O N W W V7 N lO 4!'i N U � r az 0 v N nz 0 viKr N W O l!) M 01 Co tT n r N fh cf h CT t0 M (T CD O N U 0. J W r Q W" O M u U W 7 r CD K � Co C> mCl O N m W J w .-v N N 0 al 0 [l N LID rZi p i`� O 00 1- \ O O W .m J V W O Q •-• E CD cY h m w \ to OY H r1 O Q L C> m ✓Ni c�a E n n v Eve r N u a ro L U W IA 0 L O CD CD 1 O X ro C O Q > O U � C CT L Q Q P u v L 4-- ++ O L ro 0 n ro of ro ro CY x N: u-, a v _ V1 L N ro 4 9! N u E v4i � a o w 4L to n c c O v 4J ON L N s n m a w ro c O y a u L �Y •O i V u L O I Y i % ca > V N a > Y7 r rn b v n E a E aro =U yr �. J ro4 6 rti v [1 N G L LV r UCU C� ~ate rr% V L Cc (l > > ^ co O O i m o) L O+4m a -I it O Y1 •` N w~ �Ea w rn Q m u C +J C L' N 9w C L lLD < L L C C)N a)> Q V N [T N 4 O Or ro CO C 4J E co ro c c noo 0 = Iv O �S O -o v C)Y N4 Q v > O U ^Q W N N i ZJ C L O ^ O L Q! 4 C U O r L N ro ro4- 4JC T CO LL L i C1CN L N c E N y c Oto, COfi CE ✓i N 0, Gl N vL U Or E a L ro N •c c ro•0c W N C LL O S. U N d Oi 0_ U ro L4J Q. + roa ¢ 3 Y u LLL dN Cr-•C W m w O c G W•YO x > > L r. N Q h v co L TJ W N L 44- Np-m¢ 44J .r NCl) d 75D 1276 associated with project traffic would incrementally contribute to primary pollutant concentrations near local intersections during peak traffic periods, and also result in an incremental air quality deterioration. This analysis assumes that the vehicle trips, and therefore the motor vehicle emissions, are strictly a result of the proposed project. In reality, this project is a receptor of vehicle trips, not a generator. This means that the vehicle trips would most likely be generated to another location in the South Coast Air Basin (SCAB) if they were not generated to the proposed project site. Therefore, the motor vehicle emissions would still be generated in the SCAB regardless of the status of the project. However, this simplified analysis which conforms to the procedures provided in the "Air Quality Handbook for Environmental Impact Reports" as revised October, 1980, does not recognize this. The project would redistribute the motor vehicle' emissions to the area of the project from another area in the SCAB. Project Consistency with the Air Quality Management Plan An EIR must demonstrate the project's consistency with the AQMP- This is done by showing consistency of local population and land use projections with those in the AQMP. The AQMP utilizes the Growth Forecast Policy from the Southern California Association of Governments to prepare emission projections for future levels of air pollution in order to achieve air quality standards. The Draft SCAG-82 Growth Forecast Policy* expresses regional and local growth policies by providing projected population, housing, employment, and land use totals for Regional Statistical Areas (RSA's). * Some changes to the SCAG-82 Growth Forecast Policy may occur prior to its finalization in approximately April, 1983. 751R277 The proposed project is located in RSA 42, which is in the Northwest Orange County Subregion. The Growth Forecast Policy shows a population increase of 95,900 during the period between 1980 and 2000 which is a 25.6 increase in growth for this RSA. This represents the fifth smallest population increase for the Orange County region, absorbing 11% of the County's growth. Most available land is developed within this urban area by 2000, and moderate recycle rates are forecasted." The proposed project is a commercial project that recycles existing urban land and will therefore, not directly increase the population in RSA 42. Such recycling of urban land uses is consistent with the AQMP population forecast. According to The SCAG-82 Growth Forecast Policy, "Urban areas include the following land use categories which are generally associated with urban use: residential, commercial, industrial, transportation and . utilities, and institutional. Non -urban acreage includes agricultural land, vacant land, water bodies, and undevelopable acreage. The forecast assumes that only vacant lands and agricultural lands will be converted to urban use." RSA 42 is forecasted to grow by 3,603 urban acres between 1979 and 2000, i.e., 3,603 non -urban acres will convert to urban use. The proposed project site is comprised of 63 acres of existing urban land which would be recycled to a greater intensity. Recycling of existing urban land uses is consistent with SCAG-82 and the AQMP. Project Effects The aggregate air quality emissions from on -site emission sources associated with the proposed project is shown in Table 21. As indicated in the table, only emission sources associated with the operational phase of the project were totaled. Emissions associated with the construction phase were considered short-term, and therefore, not considered in the long-term contribution of air emissions. The emissions associated with the generation of electricity were off -site 75D-27$ 0 f Wjjh s7�,'l�m1e I 4 and therefore, not considered to be a contribution to the 1987 projected Orange County emission inventory. The total contribution of the estimated project emissions to the 1987 projected Orange County emission inventory is approximately 15,712 pounds per day and represents .4 percent of the total 1987 projected County emissions. 75D479 E u , m TABLE 21 SUMMARY OF PROJECT AIR EMISSIONS IN POUNDS PER DAY POLLUTANT NATURAL GAS MOTOR VEHICLES TOTAL OF POLLUTANT TOTAL 1987 PROJECTED ORANGE COUNTY EMISSIONS (POUNDS/DAY) PERCENT PROJECT EMISSIONS OF TOTAL ORANGE COUNTY IN 1987 Carbon Monoxide 56.7 11,938 11,494.7 2,509,560 0.5 Total Organic Gases 22.7 22.7 849,000 Negl. Reactive Organic Gases 710 710 424,3002 .2 Nitrogen Oxides 340.1 2,149 2,489.1 347.960 0.7 Sulfur Oxides Negl 190 190 39,840 0.5 Particulates 0.43 305 305.43 196,400 b.2 1 Air Quality Management Plan, SCAQMD and SCAG, August, 1982, Table I.1, page B-14; 2 converted from tons to pounds. Reactive Organic Gases = Total Organic Gases less Methane. Negl. = Negligible (less than 0.1 percent). Cumulative Effects The air quality emissions from mobile sources associated with the proposed project conbined with the cumulative projects (see Table 3) is shown in Table 22. The contribution of the estimated cumulative emissions to the 1987 Orange County emission inventory is approximately 23,514 pounds and represents .6 percent of the total 1987 projected Orange County emissions. 75D-A0 TABLE 22 SUMMARY OF PROJECT COMBINED WITH CUMULATIVE PROJECTS MOBILE SOURCE EMISSIONS IN POUNDS PER DAY POLLUTANT Monoxide ve Organic EMISSION FACTOR (GRAMS/MILE) 55 mph 25 mph 11.73 19.88 I V I NL 11161 PROJECTED ORANGE MOTOR 2 COUNTY EMISSIONS EHICLES (POUNDS/DAY1 18,077 2,509,560 EMISSIONS OF TOTAL ORANGE COUNTY IN 198 7 ses .77 1.43 1,205 424,300 .3 trogen Oxides 2.49 1.75 3,482 347,960 1.0 ]fur Oxides .20 .20 289 39,840 .7 rticulates .32 .32 461 196,400 .2 i 1 1987 EMFAC6C Emission Factors, County of Orange, EMA, 1982, The assumed vehicular L operating speed is 55 mph for highways and 25 mph for residential streets. The 2 traffic is distributed as 90 percent freeway and 10 percent residential. 1 Based on a cumulative generation of 653,909 vehicle miles traveled per day j 3 (JEF Engineering, Joe Foust, January 26, 1983). L Air Quality Management Plan, SCAQMD and SCAG, August, 1982, Table 1.1, page B-14; converted from tons to pounds. 1 r u r k i r k t f r i 75d3181 5.8.3 Mitigation Measures Increased air emissions resulting from the project are due to (1) increased traffic and (2) increased.use of electricity, and natural gas. Mitigation measures designed to reduce the generation of traffic and usage of electricity and natural gas.are discussed in detail in sections 5.6, 5.13.1, 5.13.2 and 5.14 of this report therefore, no additional mitigation measures are proposed here. 5.8.4 Significant Environmental Effects The proposed project will incrementally increase the air emissions in the SCAB; however, the proposed project would account.for less than two percent of the County emissions, which is considered not significant. 138 75D-282 S 5.9 Shade/Shadow, Solar Glare, Illumination t i 5.9.1 Environmental Setting t Most of the existing structures on the site are single -story buildings with some buildings in Fashion Square Center two-story in i height. There are several I2-story buildings in the project area such as the Fidelity Savings building south of Mainstreet Center and two office buildings adjacent to and north of the Garden Grove Freeway. L! The solar reflections originating from the project site are t very minimal, if not non-existent, since none of the existing on -site buildings have reflective -type (mirror or reflective glass) surfaces. There may be some solar glare from the glass windows of the buildings, 7 but the glare is not significant. - The illumination on the site (parking lot lights, security y lights, store lights, signs, etc.) is not out of character with the surrounding developed urban areas. The light poles in the parking lots are used for lighting the parking lots only and are not directed off - site or used for flood -lighting large areas. There are light poles on the top level of the Fashion Square parking structure, but these are low -intensity lights and are used only to light the top level of the structure. There are no high -intensity illumination sources on the site. t 3 5.9.2 Impacts J i Project Impact t' C It is not known at this time the height or the location of the ' proposed buildings. Since the site is located in Height District II (see Figure 17), there is no absolute height limit. 75DL"283 Since the building heights are not known, and for the purposes of this report, the maximum height of a building that would cast a shadow on surrounding residential areas will be evaluated. There are three major residential areas in the project vicinity that will be used to determine the height of the buildings (See Figure 30). Table 23 ' lists the maximum estimated height of a building that could be constructed on -site and not cast a shadow on the adjacent neighbor- hoods. As listed in Table 23 and shown in Figure 30, a building varying in height from 13 to 25 stories, depending upon location, could be located in the southeast portion of the site and not cast a shadow on residential area "A". Shadows from a building located in this area would not cast any shadows to either of the other residential areas as jwell. A building between 8 and 19 stories tall could be located in the southwest portion of the site and not cast shadows to residential area "B". Again, none of the buildings in this area of the site would cast shadows to the other two residential areas. A building from 19 to 52 stories tall could be located along the northern project boundary before J any shadows were cast to residential area "C". j There are many areas on the site where multi -story buildings could be located so that the shadows from the structures would not extend to adjacent residential areas. An analysis for each building and its location would have to be prepared when the plans are available in order to determine the shadow impacts. Generally though, the closer the proposed structures are located to the center of the site, the higher the buildings could be before they would cast shadows on adjacent residential areas. On the other hand, the closer that buildings are located to the project boundary in the vicinity of a residential area, j the shorter a building would have to be in order that a building did not cast a shadow on an adjacent residential neighborhood. r Depending upon the type of building exterior of the proposed buildings (glass, reflective mirrors), there could be solar reflection impacts. Both on -site and off -site reflections could occur throughout 75Du284 E f i L: TABLE 23 ESTIMATED MAXIMUM BUILDING HEIGHTS OF PROPOSED BUILDING BEFORE THEY WOULD CAST A SHADOW TO ADJACENT RESIDENTIAL AREAS DISTANCE OF BUILDING SETBACK FROM PROJECT BOUNDARY (FEET) RESIDENTIAL AREA 100 0 0 700 A* 13 Stories 15 Stories 17 Stories 21 Stories 25 Stories B** 8 Stories 10 Stories 12 Stories 15 Stories 19 Stories C*** 19 Stories 24 Stories 30 Stories 41 Stories 52 Stories * Only affected during summer solstice period. ** Ibid. *** Only affected during winter solstice period. the day if a reflective surface is used. The sun could be reflected by i. the proposed buildings to on -site parking areas as well as to the adjacent streets and freeways (Main Street, Santa Ana and Garden Grove Freeways). At certain angles these solar reflections could cause "blind" spots for motorists as well as be a nuisance and annoyance for pedestrians and shoppers. The reflections could also extend to surrounding residential areas and cause an annoyance to residents. At a long distance from the building, the solar reflection would not shine on one particular point for a very long time, however, in close t= proximity to the building, a reflection may occur for a relatively long period (possibly one-half hour to an hour). The proposed project would probably require additional security and aesthetic lighting which would create increased on -site sources of illumination. In addition, there would be increased illumination after dark from the office buildings from cleaning crews and people working in the buildings. A specific determination and evaluation of illumination impacts cannot be made at this time since 75D 285 linm 7 ry' } • q aq ... ('� i �'`1: t dY 3. h• ��1.Z. i e'! �a.L'.w 'u�1:d"L'�� t Y a I a ♦ .SOT.-.t`' '.a s .. v-- ';`. is t�: • �`)�.. _��gjYy4 y-YV•N/dt/'/'?"NA(�.' t.itl , = .mil iee�tK.+3" ue,: gl ♦ t� "ti"•rt �.141,`Ri mh�SaL �,..5..^,^ • •a. a �`' I UAW LIN 1 11 ♦ � tr Y ��l•��S. .y'� 7A.t ��♦. • -.11. r:.:: iT"',yH,>j• r..t rN'P•`+l+r9T _1 ,n Ss 1 there are no site specific development plans. However, any increased on -site illumination is not anticipated to have any significant impacts on surrounding land uses due to the existing illumination in the area. There would be•, however, an incremental increase in the illumination on the project site. Cumulative Impacts The cumulative impact of this project in conjunction with other developments in the area that would have high-rise buildings would result in an increase of solar interruption (shade/shadows) in the area and possibly an increase in solar reflection. Depending upon the location and height of the cumulative high-rise buildings, some of the local areas (residential and commercial) could experience an increase in solar interruption during certain periods of the year. The cumulative projects would also increase illumination in the area. 5.9.3 Mitigation Measures Development plans submitted to the Agency for approval pursuant to the Participation Agreement should be accompanied by a shade/shadow analysis in order to determine the best building locations and building heights for the structures which could result in the least shade/shadow impact, if any, to the surrounding land uses. Non -reflective building exteriors should be used, unless the buildings are oriented so that their surfaces are directed away from other structures, roadways and residential areas in the project area. Pll on -site lighting should be directed downward and shielded from surrounding land uses. Low -intensity lighting in the parking areas should be utilized and flood lighting should be discouraged. 75D 1287 I i F 9 4 1 5.9.4 Significant Environmental Effects The project would result in an increase in shadows and solar interruption in the area and possibly an increase in solar reflection. Depending upon final building heights, building locations and type of building exterior, the buildings could cause solar interruption and solar reflection to surrounding land uses. E 75D—JAI 288 L 5.10 Aesthetics 5.10.1 Environmental Sett The project area is characterized by commercial uses, residential homes and freeways which are typical of an urban environment. Commercial development on the project site is generally in good condition, although aging with well -maintained, mature landscaping. The Mall area of Fashion Square was built in 1957, with 1. Magnin completed in 1958. The Mainstreet Center was also built in 1958. The large trees and shrubs located within the surface parking areas around both shopping centers enhance the aesthetic appearance of the site. Figures 9-12, previously presented, illustrate existing aesthetic conditions on the site. Surrounding commercial and residential development north of the site is generally in a well -maintained condition. Two high-rise buildings are 'ocated north of the Garden Grove freeway in the City of Orange. The Town and Country Shopping Center located east of the site is very well maintained and characterized by extensive mature landscaping. The area south of the project site is characterized by mixed commercial and residential land uses in a general declining condition. New infill commercial development is occurring on isolated parcels along Main Street south of the project site. The 12-story Fidelity Federal Building is located adjacent to and east of the site on Main Street. Figures 13-15, previously presented, illustrate aesthetic conditions in the surrounding area. 5.10.2 Impacts Project Impacts The project would provide for the rehabilitation and redevel- opment of the project site consistent with the Amended Redevelopment Plan for the City of Santa Ana Redevelopment Project. The aesthetic 75D 1289 #ins appearance of the site would be altered by the removal of the existing Mainstreet Center and associated surface parking lot and the surface level parking lots south of Mainstreet Center, Parcels 3-5. New commercial development with associated landscaping would replace these existing uses. Consistent with the Redevelopment Plan, the existing Fashion Square Shopping Center would be rehabilitated and integrated into the proposed plan for new development of Fashion Square into an enclosed regional shopping center. The overall identity and architectural appearance of the site would be improved by development of a uniform urban design plan for the entire site. The proposed improvements would integrate and unify the land uses within the redevelopment area, revitalizing the area visually and economically, One of the objectives of the Redevelopment Plan is to create an attractive and pleasant environment within the Redevelopment area. Consistent with the objectives of the Redevelopment Plan, the aesthetic quality of the North Main shopping area in the City would be improved by the proposed rehabilitation and redevelopment. Although no architectural designs are available at this time, the project will be designed to insure that the individual buildings will have a distinctive, but cohesive architectural appearance. All landscape plans, site plans and architectural drawings shall be reviewed and approved by the Agency. A master plan for the overall development will be prepared. The structure heights could exceed 35 feet if the provisions of the Height District II are complied with. The visual character of the site will be transformed from low intensity commercial development to an intensely developed commercial complex. The proposed new development will alter the view of the site by the ! introduction of vertical and horizontal building mass into existing visual open space, The proposed structures will be similar in scale with other high intensity commercial development in the area. However, when compared to the small scale of the older residential and commercial areas surrounding the site, the project could tend to visually dominate the area. 146 75D-290 Since there are high-rise buildings in the project area, the development of high-rise buildings on the site should not result in an adverse impact. However, the possible addition of several high-rise buildings on the project site may have aesthetic impact to some people, ! depending upon individual preference. i Cumulative Impacts i Several of the cumulative projects proposed in the area consist of high-rise buildings similar to those that could be constructed on the project site. The cumulative aesthetic impact could be additional buildings in the area that would dominate the skyline and f possibly interrupt existing views. .The cumulative project area could become dominated by high-rise buildings as a result of the proposed project and other cumulative projects. 5.10.3 Mitigation Measures The Participation Agreement incorporates standards and controls which would preclude any cevelopment which is unacceptable to the community on aesthetic grounds. f Pursuant to the Participation Agreement, all buildings would f be constructed of high architectural quality with landscaped areas. The structures must be effectively and aesthetically designed. The shape, scale of volume, exterior design, and exterior finish of each building must be consistent with, visually related to, physically i related to, and an enhancement to each other and the surrounding project area. Landscaping would be provided to integrate this project with adjacent projects. Architectural, landscape and site plans must be approved by the Agency. i 5.10.4 Significant Environmental Effects No adverse environmental effects are anticipated. 147 75D-291 5.11 Housing/Population 5.11.1 Environmental Setting Introduction The proposed Fashion Square Commercial Center project is 4 composed of office, retail and hotel land uses. Population growth and housing needs that would be created by future employees of that project, and how those needs might be satisfied are determined through the evaluation of various interrelated variables. Those variables, which are identified in this assessment are: 1) type of employee and related income, 2) existing labor supply, 3) housing market, 4) housing costs, j and 5) housing assistance programs. U Type of Employee and Related Income Tables 24 through 27 give the percentage of occupations that i would result from office, retail, health, and hotel development. Table fy 28 shows the related incomes associated with the various business r categories. t. The Federal Department of Housing and Urban Development (HUD) has determined that in 1981 a single person making $620 a month, and a family of four making $887 a month are considered very low income house- holds. HUD has also determined that in 1981 the median family income [[ C, for Orange County was $29,900. Low and moderate income households are computed based on 80-120 percent of the median income. Given that fact, $23,920-$35,800 for 1981 are considered low to moderate family income a i categories. Broken down into monthly increments the range would be $1,993-$2,983. Medium to higher family income is considered to be E $35,800 a year and above. Table 29 combines all the project related occupations and places them into expected income categories. As shown e in Table 29 managers, officials, professionals and technicians comprise 23.6 percent of the expected work force and are the only occupations i that can be expected to reach a higher income status. The remaining , 76.4 percent of the work force would be comprised of sales, clerical, r 148 75D-292 , I TABLE 24 OCCUPATIONAL PROFILE FINANCE, INSURANCE, AND REAL ESTATE INDUSTRIES (OFFICE) rLmLrll In OCCUPATION EXPECTED Total Employment 100.0 Managers/Officials 15.2 Professional/Technical 11.7 Sales 8.3 Clerical 52.7 Maintenance, Construction, Repair 6.9 Service 5.0 Source: State of California Employment Development Department, Employment Data and Research. * Percentages do not add to the total because of rounding. 75D-' b3 I f i f TABLE 25 OCCUPATIONAL PROFILE RETAIL TRADE INDUSTRIES OCCUPATION Total Employment Managers/Officials Professional/Technical Sales Clerical Maintenance, Construction, Repair Service Source OF EXPECTED 100.0 9.4 2.2 26.3 16.6 17.0 28.5 i State of California Employment Development Department, Employment Data and Research 150 75D-294 TABLE 26 OCCUPATIONAL PROFILE HEALTH INDUSTRIES (EXCLUDING HOSPITALS) PERCENTAGE OCCUPATION OF EXPECTED EMPLOYEES* Total Employment 100.0 Managers/Officials 6.7 Professional/Technical 41.5 Sales 0.0 Clerical 18.2 Construction, Repair 4.5 Service 29.2 Source: State of California Employment Development Department, Employment Data Research. 75D-2J5 ;L i to TABLE 27 OCCUPATIONAL PROFILE HOTEL INDUSTRY rcnuuvinuc OCCUPATION OE EXPECTED EMPLOYEES Total Employment 100.0 Managers/Officials 6.5 Professional/Technical 1.3 Sales .4 Clerical 15.5 Maintenance, Construction, Repair 7.2 Service 69.1 Source: State of California Employment Development Department, Employment Data and Research 152 75D-296 TABLE 28 AVERAGE WAGE FOR VARIOUS BUSINESS CATEGORIES Average Monthly Pay Estimated Annual Pay Occupation Per Employee* Per Employee** Office $1,321 $15,852 Retail 783 9,396 Hotel 656 7,872 Health 1,366 16,392 * Based on Third Quarter 1980 data. Includes all employees, even those who worked only part-time. Therefore, pay shown is lower than the average for full-time workers. ** Estimated by multiplying third quarter average by 12. 153 75D-297 TABLE 29 OCCUPATIONAL PROFILE COMBINED INDUSTRIES OCCUPATION PERCENTAGE OF EXPECTED EMPLOYEES INCOME CATEGORY* Total Employment 100.0 Managers/Officials 9.5 Moderate to High Professional/Technical 14.1 Moderate to High Sales 8.8 Very Low to Low Clerical 25.7 Very Low to Low Maintenance, Construction, Repair 8.9 Low to Moderate Service 33.0 Very Low to Low * State of California Employment Development Department, Employment Data and Research. Estimated from Wage and Salary Study Orange County, May 1981. 75D-298 i and maintenance related occupations. Therefore, 76.4 percent of project related occupations would, when considered as the sole source of family income, be classified as either very low or low income households. It i is assumed however, that in many cases income levels are raised through the existence of a second and third family income. The nature of both the retail and hotel related industries indicate that many employees in those industries will be part-time employees providing a secondary income. A study conducted by the Irvine Company concluded that up to 80 percent of wage earners in regional shopping centers are second and third wage L earners in the family.* i Existing Labor Supply L Table 30 indicates the occupation of primary wage earners L' provided in the 1976 Special Census for persons living in the City of Santa Ana. Table 31 indicates the location where the primary wage earner La is employed. Lfi t u As shown in the above Table.31, only about 26 percent of the respondents who live in the City of Santa Ana actually work in the City. The data from the 1976 Special Census (Tables 30 and 31) indicate that there are qualified workers in all the project related occupations living in the City of Santa Ana. Since approximately 74 percent of those workers commute to work, it is possible that some of those workers would welcome the opportunity to leave their present place of employment to work in the City, if given the opportunity. * Earl Timmons, Director of Marketing Services, The Irvine Company conversation, April 14, 1982. 75D-299 IV, -L. Lz In addition to future employees who already live in the City, there are those workers who live in neighboring communities who might be willing to commute into Santa Ana to work. Table 32 presents a breakdown of distances people are willing to travel to work. Based on TABLE 30 OCCUPATION OF PRIMARY WAGE EARNER 1976 SPECIAL CENSUS OCCUPATION PERCENTAGE No Response 11.38 Professional, Technical 10.10 Managers, Officials and Proprietors 7.46 Clerical 6.60 Sales 5.12 Craftsman, Foremen 16.58 Operatives 8.54 Service 6.83 Laborers 3.93 Retired 15.36 Other 8.09 TOTAL 99.9* * Does not equal 100% because of rounding. ��J-�115 / i4a _ TABLE 31 LOCATION OF EMPLOYMENT PRIMARY WAGE EARNER 1976 SPECIAL CENSUS LOCATION PERCENTAGE No Response 12.48 Santa Ana Central Business District/Civic Center 7.32 .I . Remainder~ of Santa Ana 18.74 Anaheim/Garden Grove 8.28 Irvine/Newport/Costa Mesa 10.67 North Orange County 5.30 South Orange County 5.16 City of Los Angeles 1.57 Remainder of Los Angeles County 4.03 Other 26.44 TOTAL 99.9* * Total does not equal 100% because of rounding. Table 32 estimates, 79 percent of workers living in surrounding communities would be willing to travel a distance of up to 15 miles to work. This represents a substantial labor market for employment in j, Santa Ana. The existing labor supply in both the City of Santa Ana and in surrounding communities is further evidenced by the current rate of unemployment, which was 6.1 percent in February, 1982 and expected to climb to 9.0 percent by the end of the year. The unemployment rate represents 72,200 unemployed individuals, many of which are concentrated in the Santa Ana and Central Orange County area.* * State of California, Employment Development Department, Alta Yetter, Labor Market Analyst, telephone conversation, April 10, 1982. 75D 13701 L L. 'TABLE 32 JOURNEY TO WORK PERCENT OF SELECTED MILES FROM EMPLOYEES WHO CITIES WITHIN PROPOSED DEVELOPMENT TRAVEL THOSE MILES* THAT DISTANCE 0-5 39 Santa Ana, Garden Grove, Anaheim, Orange, Tustin, Villa Park 6-10 26 Fullerton, Anaheim, Westminster, Stanton, Yorba Linda, Irvine, Costa Mesa 11-15 14 Buena Park, La Mirada, La Habra, El Toro, Huntington Beach 16-20 9 Long Beach, Lakewood; Whittier, Mission Viejo, 21+ 12 Compton, East Las Angeles, Corona, San Juan Capistrano TOTAL 100 * SCAG, Los Angeles Regional Transportation Study, 1979. 75D-W2 Evidence of an existing labor market is further supported by labor statistics for Orange County as a whole. In 1981 there were 1,200,000 adult workers in the County; however, only I million jobs were available in the County for those workers. The result is that approx- imately 200,000 workers each day must travel outside of Orange County to work. The creation of new jobs in Orange County average about 90,000 annually.* 1. i Housing Market The Southern California Association of Governments (SCAG) reports that the housing demand in the region for the past five years has exceeded the supply by 180,000 units.** The housing market in s Orange County in particular is very short in terms of affordable housing relative to the demand placed on it by low and moderate income } households. l Based on the findings of the 1980 federal census, the City of s. Santa Ana has a population estimated at 204,000 residents. The City of Santa Ana experienced rapid growth from 1945 to 1965 when a substantial i portion of the residential dwelling units were built. The existing housing stock in the City of Santa Ana is com- prised of a mixture of single-family dwelling units, multiple -family dwelling units, apartments, and mobile home, units. A Southern Calif- ornia Association of Governments (SCAG) 1980 study identified that the majority of the housing stock was in "good" condition, with approx- imately 6,000 dwelling units in need of repair. Santa Ana is essen- tially a built -out city and, therefore, experiences only modest levels of new residential construction. E * Earl Timmons, Director of Marketing Services, The Irvine Company, presentation before the Orange County Chamber of Commerce", Economic Review and Forecast for Orange County, April 14, 1982. ** The SCAC region is composed of the counties of Imperial, Los Angeles, Orange, Riverside, San Bernardino, and Ventura and the cities within those counties. s 7 5 D WO3 The 1976 special federal census estimated that the City of Santa Ana has approximately 62,135 total dwelling units. Of the 62,135 total dwelling units, 33,900 or 55 percent are categorized as single- family dwelling units, 8,923 or 14 percent are categorized as multiple -family units with two to four occupancies, 15,335 or 25 percent are categorized as multiple -family units with five or more occupancies, 3,666 or six percent are categorized as mobile home units, and 311 or .005 percent are categorized as 'other" forms of housing. Based upon the SCAG 1980 study, 33,488 dwelling units in the City were owner -occupied, and 29,560 dwelling units were renter - occupied. Of the 33,488 owner -occupied units, 1,451 were identified as `' being suitable for rehabilitation, with 4,045 renter -occupied units being suitable for redevelopment. The vacancy rate for rental dwelling units in Santa Ana is considerably less than in neighboring cities. In Santa Ana, the Vacancy rate was estimated to be 0.5 percent by the SCAG 1980 study. To contrast, a vacancy rate under three percent is considered critical. Apparently, many residential dwelling units in Santa Ana exist in overcrowded conditions due to a shortage in rental units. Table 33 provides the vacancy rate in 1979 for selected cities where some future employees of the proposed project might seek housing. As that table indicates, vacancy rates in surrounding communities are also below the standard of three percent. k ( The cost of all forms of housing, particularly single-family housing, has risen so drastically over the last ten years that house- holds of moderate to medium levels of income are to a large extent purchasing less desirable homes which they would not purchase under normal circumstances. Or if they cannot afford to buy a home, they remain as tenants of rental units that otherwise would filter down to lower income households. The effects of this trend has caused even more narrowing of housing opportunities for low and moderate income house- holds. 75DA304 � It yyl me TABLE 33 t VACANCY RATES Buena Park 0.7 i Garden Grove 1.4 Orange 1.3 Westminster 0.9 Anaheim 2.0 Source: State of California, Employment Development Department, Annual Planning Information, 1980-81. L l Housing Costs The results of housing demand exceeding the supply has been a i; low vacancy rate and high prices. A consequence of the disparity between supply and demand is that homebuyers in the SCAG region paid an average of $124,000 for a single home in 1980. This exceeded the national average by more than $29,000.* It is apparent that the low income levels of the occupation categories previously listed, even when combined with a second income, would prevent most families from purchas- ing a home in Orange County. As a result most employees would be '- restricted to the rental market to satisfy their housing needs. Table 34 illustrates housing costs for the City of Santa Ana and other cities in the Central Orange County area. Table 35 presents the price of housing and rents afford- able for various income levels. Realistically, families with incomes under $30,000 a year would not qualify to purchase a house in Orange County, unless assistance is provided. i f * SCAG, 1979-8o Report of the Southern California Association of Governments. a 75D-305 7 For purposes of comparison with rents indicated in Table 34, the Fair Market Rents as determined by HUD for 1981 are presented Table 36. TABLE 34 HOUSING COSTS* 1981-1982 CITY PRICE RANGE RENTALS Anaheim/Anaheim Hills Brea Buena Park Fullerton Garden Grove Placentia Santa Ana Tustin Villa Park Yorba Linda $ 80,000 - 400,000 95,000 - 300,000 88,000 - 250,000 90,000 - 650,000 80,000 - 200,000 100,000 - 250,000 70,000 - 400,000 110,000 - 750,000 225,000 - 900,000 100,000 - 300,000 $400 - $1,000 250 - 1,200 350 - 900 350 - 1,500 300 - 1,000 350 - 900. 400 - 1,000 400 - 2,500 900 - 2,500 350 - 1,200 Source: Moving to Publications, Ltd., 1981-82. * House prices include single-family detached, condominiums and townhouses. Rental prices include houses and apartments. The Fair Market Rents presented in Table 36 apply to the cities of Buena Park, Garden Grove, Orange, Westminster and Anaheim. As indicated by the Fair Market Rents table, the rents are on the lower end of the scale of actual rents as indicated in Table 34, previously presented. In summary, there is an existing shortage of dwelling units affordable to low and moderate income families. 75D-30T6 TABLE 35 AFFORDABLE HOUSING* HOUSING AFFORDABLE ANNUAL INCOME INTEREST RATES 15% 16% 17% 18% ` $30,000 $ 62,000 $ 58,000 $ 54,000 $ 51,000 40,000 82,000 78,000 73,000 69,000 50,000 103,000 97,000 91,000 86,000 60,000 124,000 116,000 109,000 103,000 L 70,000 144,000 136,000 127,000 120,000 L Source: Moving to Publications, Ltd., 1981-82. * Assumes 20 percent down payment and a 30-year loan, I TABLE 36 '.L FAIR MARKET RENTS 1981 11 NUMBER OF BEDROOMS RENT* �l. Single $ P87 1 345 L 2 406 i 3 556 iL Housing Assistance Programs City of Santa Ana Community Redevelopment Agency State of California Redevelopment Law in Section 33000 of the Health and Safety Code (1976) stipulates that redevelopment projects must set aside 20 percent of designated funds for housing. The Santa Ana Community Redevelopment Agency is currently half way through the 75D-3.U7 t s process of establishing four new redevelopment districts which would provide low cost housing. Currently, the Agency provides 398 apartment units for senior citizens. It is also providing 157 condominium units which are under construction, and 157 condominium units which are ioccupied.* t Section 8 Housing Program 1 The cities of Santa Ana, Garden Grove, Anaheim and the County ys of Orange have their own Housing Authorities which assist families through the use of Federal Section 8 Certificates. Families are required to pay 25 percent of their income towards rent for their unit. t The Housing Authority pays the owner the remainder of the contract established rent. Maximum rents per unit per family are established by j HUD for each area such as Orange County. Those rents have previously been presented in Table 36. i I The program was established by the 1974 Housing and Community Development Act, and is the Federal Government's major operating program for assisting lower income families to secure adequate housing. Table 37 indicates the maximum income that an individual or family can earn to qualify for Section 8 Housing Assistance. TABLE 37 MAXIMUM INCOME SECTION 8 HOUSING ASSISTANCE Family Size 1 Income 15,250 2 3 4 17,400 19,550 21,750 *Alice McCullough, City of Santa Ana Community Redevelopment Agency, telephone conversation, February 3, 1982. 75D-1308 I' •1 91 • 1 As of February, 1982 the Housing Authority is assisting 560 households and has a waiting list of an additional 370 households. I 5.11.2 Impacts I' Project Impacts I 1 Table 38 displays the estimated number of employment opportun- ities generated by each land use. Currently there are approximately (' 1,370 retail occupation related employees in the existing Fashion Square i and Mainstreet Center shopping centers. L As shown in Table 38, the proposed project has the potential to generate an estimated 8,630 employees. This represents approximately 29 percent of the average annual job growth for the County. �- The occupational profile of those projected employees is shown in Table 39. The creation of 8,630 employment positions in the City of Santa Ana will have an impact on housing demands. However, there are 1 several factors that should be considered in analyzing the nature of this impact. - 6,593 (refer to Table 39) of the projected employees will be low income employees many of which will be lower - skilled part-time workers. It is anticipated that most of those positions will be filled by persons already residing in Santa Ana or in the surrounding area and willing to commute to work (Refer back to Table 32). I- Many of the lower paying service and clerical positions will be filled by women and by recent high school graduates entering the job market. Those incomes, for the most part, will not be primary incomes. At 75D-309 c.: TABLE 38 ESTIMATED EMPLOYMENT GENERATION PROJECT SPECIFIC L N USE SQUARE FEET MERATION FACTOR ESTIMATED EMPLOYMENI POSITIONS GENERATED Office 1,500,000 1 employee/* 6,000 250 Sq. Ft. Commercial/ 1,600,000 1 employee/** 3,200 Retail 500 Sq. Ft. Hotel 979,200 800*** (1,200 rooms) Less Existing Employees 1,370 TOTAL 8,630 * City of Los Angeles, EIR Manual for Private Projects, 1975, update 1976. ** Ibid. *** Los Angeles Hilton Hotel, Wilshire Boulevard, May 18, 1981. TABLE 39 OCCUPATIONAL PROFILE PROPOSED PROJECT OCCUPATION INCOME LEVEL PERCENTAGE OF EXPECTED EMPLOYEES* NUMBER OF EMPLOYEES Total Employment Moderate 100.0 8,630 Managers/Officials Moderate -High 9.5 820 Professional/Technical Moderate -High 14.1 1,217 Sales Lower 8.8 759 Clerical Lower 25.7 2,218 Maintenance, Construction, Repair Low -Moderate 8.9 768 Service Very Low 33.0 2,848 * Percentages used are derived from combining the occuppational profile of all anticipated land uses (refer back to Table 29). 75D-3'10 - As indicated in Table 31 previously shown, only about 26 percent of Santa Ana primary wage earners work in the City. The proposed project will give more residents an opportun- ity to work in Santa Ana. i - Table 39 indicates that approximately 2,037 of the future employees will be in the managerial, official, professional and technical fields. Incomes for those job categories would be expected to range from moderate to high. Some of those higher paid employees can be expected to prefer to transfer in from other areas, thus creating an increased j demand for housing. Likewise, some of the 2,037 professionals, middle management and technical employees will be recent college graduates with moderate incomes wishing to establish new households. Those employees would desire to purchase'. moderate priced housing, but housing affordable to households making $30,000 a year or less can no longer be purchased in Orange County for that price (refer back to Table 34). ' - The existing low vacancy rates in the City of Santa Ana (0.5) and in surrounding cities indicate that employees desiring moderately priced rental housing will experience difficulty finding it within short commuting distance of t the proposed project (refer back to Table 33). 0 IL o - The high unemployment rate, 6.1 percent (72,200 individuals) in Orange County during February, 1982 indicates that there is an existing work force in the County. This situation would mitigate housing impacts, l especially at the lower income levels, which for the most I part are lower skilled occupations. s, 75D-M Cumulative Impacts Cumulative projects in the vicinity of the proposed Fashion Square Commercial Center project would generate an estimated 16,233 new employees, as illustrated in Table 40. The occupational profile of those employees is displayed in Table 41. The employees generated represent approximately 54 percent of the average annual job growth for Orange County. i The creation of 16,233 employment positions within the Santa Ana area could potentially have a significant impact on population L growth and housing demands, subject to the same factors that were considered in analyzing the project impact. L I I 75D-M 2 TABLE 40 ESTIMATED EMPLOYEE GENERATED CUMULATIVE PROJECTS PROPOSED SQUARE EMPLOYEE NAPE USE FOOTAGE GENERATION* Hurwitz Office 2,300,000 9,200 Hotel 450 Rooms 675 Retail 500,000 1,000 Homes and Narver Expansion Office 98,239 393 Continental Center General Office 754,850 3,019 Tooley Office 400,000 1,600 Medical Offices Medical Offices 86,600 346 Town and Country Condominiums Residential 500 Units Not Applicable TOTAL 16,233 * Employee generation is based on the following generation factors. General and medical offices, I employee per 250 Sq. Ft.; Retail Commercial, 1 employee per 500 Sq. Ft.; Hotel, based on information provided by Los Angeles Wilshire Hotel. 75D-313 i i i l� TABLE 41 OCCUPATIONAL PROFILE CUMULATIVE PROJECTS OCCUPATION INCOME LEVEL PERCENTAGE OF EXPECTED EMPLOYEES* NUMBER OF EMPLOYEES Total Employment 100.0 16,233 Managers/Officials Moderate -High 9.5 1,542 Professionals/Technical Moderate -High 14.1 2,289 Sales Lower 8.8 1,429 i Clerical Lower 25.7 4,172• Maintenance, Construction Low -Moderate Repair 8.9 1,445 Service Very Low 33.0 5,357 * Percentages used are derived from combining the occupational profiles of all anticipated land use,- (refer to Table 29). 75D-Si'4 The proposed Fashion Square Commercial Center project combined with cumulative projects could potentially generate 24,863 new employ- ment opportunities. The population growth and increased housing demands resulting from those employment opportunities will be of lesser !a magnitude because of the existing labor market both in the City of Santa Ana and in the surrounding communities. That labor market has the capacity to provide most of the low skilled employment needs anticipated frp, both the proposed project and cumulative projects. Housing difficulties will be more evident for those employees in higher income �- occupations who wish to move into Santa Ana or nearby communities. '�. 5.11.3 Mitigation Measures No mitigation measures are proposed. 5.11.4 Significant Environmental Effects Even though most of the job opportunities created by the L project will be filled by persons already residing in the area, the project will result in some increase in the demand for housing. Some of �. the new employees will be persons residing a considerable distance from the project who will desire to more into Santa Ana or other neighboring communities in order to shorten their commuting distance. By contributing to the general demand for housing in the area, such persons will add somewhat to the existing housing market problems, such as the difficulties of finding affordable housing and upward pressures on housing costs. I� 75D-31 5 Y t as 5.12 John Wayne Airport 5.12.1 Environmental Setting The project site is located outside the 60 CNEL noise contour for John Wayne Airport and is located over one mile from the area designated as the approach and horizontal surface. Figure 31 illustrates the location of the site in relation to John Wayne Airport's approach and horizontal surfaces. The existing commercial development on the site generates minimal impact upon John Wayne Airport operations. The airport is currently operating at over -capacity conditions and airport parking is grossly inadequate to meet existing demand. Based upon existing conditions and current projections, John Wayne Airport will not be able to satisfy short-term demand without significant expansion of airport operations and facilities. 5.1?.2 Impacts Project Impacts The proposed retail, office and hotel development would increase demand for air service and parking at John Wayne Airport in common with all new development approved for construction in Orange County. The project would probably result in additional passenger demand at John Wayne Airport, where even the existing demand is presently not being met by the airport. As shown in Figure 30, the project is not located 'under the approach or horizontal surface of the airport. However, the Federal Aviation Administration regulations, as cited in Part 77, require a determination as to the aeronautical hazard of structures which intrude 1, into an imaginary horizontal surface of 203 feet above sea level.* { E. a * Shirli Reithard, Supervising Planner, Orange County, Airport Land .. Uses Commission. .N 75D41� -I i f ae I • t' �x } e' it e� n Ip . L. rl °/ ' 75D-Si'7 a■ u ¢ O 4. 0. 2 + �d EI a a w 1} z t 6 O t, 1 N Ii W f 3 J ! oz Assuming an average ground elevation of 145 feet above sea level, FAA approval would be required for any structure over 58 feet in height. The Federal Aviation Administration would make a determination as to the aeronautical hazard of any proposed structures which intrude above the imaginary horizontal surface of 203 feet above sea level. Flashing -red obstruction lights might be required as a precaution for aircraft safety.* Cumulative Impact The cumulative impact would result in additional passenger demand at the airport. As the case with the proposed project, the airport is not capable of meeting the existing demand, and therefore, the cumulative demand would also not be met. The additional passenger demand by the cumulative projects would probably be met by alternative airports or travel methods. 5.12.3 Mitigation Measures No mitigation measures are proposed. 5.12.4 Significant Environmental Effects The project will contribute toward increased demand for air service and parking John Wayne Airport. * Elly Stanson, Federal Aviation Administration, Air Space and Procedures Branch. 75D-31118 I I 5.13 Public Services and Utilities 5.13.1 Natural Gas 5.13.1.1 Environmental Setting Natural gas is currently provided to the existing uses on the project site by the Southern California Gas Company. Gas service could be provided to —the proposed project by existing gas mains on the site. Natural gas service would be provided in accordance with the Company's policies and extension rules on file with the California Public Utilities Commission.* 5.13.1.2 Impacts Project Impact The existing uses on the project site consume approximately 13,702,560 cubic feet of natural gas per month. Mainstreet Center and Fashion Square consume approximately 3,268,060 and 10,434,500 cubic feet of natural gas per month respectively.** As indicated in Table 42, the proposed project would consume approximately 86,210,000 cubic feet of natural gas per month. The removal of Mainstreet Center and the construction of the proposed project would result in a net increase in consumption of natural gas of approximately 72,507,440 cubic feet per month. The Southern California Gas Company has indicated that the proposed project would not have a significant impact on its ability to provide natural gas service to the project*** (Refer to Appendix IV). * J. D. Allen, Southern California Gas Company. i ** Based on 20 cubic feet a month per square foot. 75D-31 9 i` H I L TABLE 42 PROJECT NATURAL GAS CONSUMPTION Land Use Square Feet Consumption Rate* Consumption Office 1,500,000 3.5 CU.FT./MONTH/SQ.FT. 5,250,000 CU.FT./MONTH Retail 1,600,000 20 CU.FT./MONTH/SQ.FT. 22,000,000 CU.FT./MONTH Hotel 979,200 50 CU.FT./MONTH/SQ.FT. 48,960,000 CU.FT./MONTH (1,200 Rooms) TOTAL 4,079,200 86,210,000 CU.FT./MONTH Cumulative Impacts As indicated in Table 43 cumulative projects in the vicinity of the proposed project site would consume approximately 43,598,912 cubic feet of natural gas per month. The net increase in consumption, considering cumulative projects and the proposed project, would be 116,106,352 cubic feet per month. 5.13.1.3 Mitigation Measures Energy conservation measures are discussed in Section 5.14 of this report. No additional mitigation measures are proposed here. 5.13.1.4 Significant Environmental Effects No substantial adverse impacts are anticipated. * City of Los Angeles, EIR Manual for Private Projects, 1975, Updated, 1976. 75D-320 1c4) I I I I TABLE 43 CUMULATIVE NATURAL GAS CONSUMPTION onsumption onsumption Project Name Land Use Area Factor* Cu.Ft./Month Hurwitz Site Office 2,300,000 Sq.Ft. 3.5 Cu.Ft./ 8,050,000 Month/Sq.Ft. Hotel 450 Roams 50 Cu.Ft./ 18,360,000 367,200 Sq.Ft. Month/Sq.Ft. Retail 500,000 Sq.Ft. 20 Cu.Ft./ 10,000,000 Month/Sq.Ft. Homes & Narver Office 98,239 Sq.Ft. 3.5 Cu.Ft./ 343,837 Expansion Month/Sq.Ft. Continental Office 754,850 Sq.Ft. 3.5 Cu.Ft./ 2,641,975 Center Month/Sq.Ft. Tooley Office 400,000 Sq.Ft. 3.5 Cu.Ft./ 1,100,000 Month/Sq.Ft. Medical Offices Medical Office 86,600 Sq.Ft. 3.5 Cu.Ft./ 303,100 Month/Sq.Ft.- Town & Country Residential 500 D.U. 5,000 Cu.Ft./ 2,500,000 Condominiums D.U./Month Subtotal 43,598,912 Proposed Project: Fashion Square Commercial Center 86,210,000 Less existing uses 13,702,560 TOTAL 116 106,352 * City of Los Angeles, EIR Manual for Private Projects, 1975. Update 1976. Ultrasystems, Inc. plann7�actors. 75D-hl E 5.13.2 Electricity 5.13.2.1 Environmental Setting Southern California Edison currently provides electricity to the project site. This site is served by four 12 kV circuits served from four adjacent substations. Three of the circuits enter the site from overhead facilities and a fourth circuit enters the site as an underground facility. Edison maintains an extensive underground system within the northerly portion (Fashion Square Shopping Center) of the project site.* 5.13.2.2 Impacts Project Impacts a The existing uses on the project site consume approximately 2,397,948 Kwh per month of electricity.** As indicated in Table 44, the proposed project would consume approximately 13,054,240 Kwh of electricity per month. The removal of Mainstreet Center and the construction of the proposed project would result in a net increase in electrical consumption of approximately 10,656,292 Kwh per month. The proposed project would be served by existing facilities located in the area and the electric loads of the project are within parameters of projected load growth which Edison is planning to meet in this area (refer to Appendix IV).*** f( it . meth, Southern California Edison Company. ** Based on 3.5 Kwh a month per square foot. *** B. K. Smith, Southern California Edison Company. 75D-322 TABLE 44 PROJECT ELECTRICAL CONSUMPTION Land Use Square Feet Consumption Rate* Consumption ice 1,500,000 3.0 Kwh/Month/Sq.Ft. 4,500,000 Kwh/Month ail 1,600,000 4.0 Kwh/Month/Sq.Ft. 4,400,000 Kwh/Month el 979,200 2.2 Kwh/Month%Sq.Ft. 2,154,240 Kwh/Month 4,079 Cumulative Impacts As indicated in Table 45, cumulative projects in the vicinity of the proposed project would consume approximately 13,876,907 Kwh per month of electricity. The net increase in consumption, considering cumulative projects and the proposed Fashion Square Commercial Center project would be 24,533,199 Kwh per month. 5.13.2.3 Mitigation Measures Energy conservation measures are discussed in Section 5.14 of this report. No additional mitigation measures are proposed here. 5.13.2.4 Significant Environmental Effects No substantial adverse impacts are anticipated. * City of Los Angeles, EIP. Manual for Private Projects, 1975, Updated 197E. 75D-323 I 1 TABLE 45 CUMULATIVE ELECTRICAL CONSUMPTION Consumption Consumption Project Name Land Use Area Factor* KWH/Month Hurwitz Office 2,300,000 Sq. Ft. 3.0 KWH/ 6,900,000 Month/Sq.Ft. Hotel 450 Rooms 2.2 KWH/ 807,840 . (367,200 Sq. Ft.) Month/Sq.Ft. Retail 500,000 Sq. Ft. 4.0 KWH/ 2,000,000 Month/S .Ft. Homes & Narver Office 9 q. t. H/ 94,717 Expansion Month/S .Ft. Continental Office 754,850 Sq. Ft. 3.0 KWH/ 2,264,550 Center Month/S .Ft. Tooley Office 400,000 Sq. Ft. 3.0 KWH/ 1,200,000 Month/S .Ft. Medical Offices Office 86,600 Sq. Ft. 3.0 KWH/ 259,800 Month/S .Ft. Town & Country Residential 500 D.U. 300 KWH/ 150,000 Condominiums Month/D.U. SUBTOTAL 13,876,907 Proposed Project: Fashion S uare Commercial Center 13,054 240 Less existing uses 2>39 ,9 8 TOTAL 24,533,199 E * City of Los Angeles, EIR Manual for Private Projects, 1975. Updated 1976. r 75D-32m4 i 5.13.3 Telephone 5.13.3.1. Environmental Setting J The Pacific Telephone Company currently provides telephone service to the project site. The project would be served from existing facilities in the project area.* f t 5.13.3.2 Impacts Project Impacts I Although the project would be served from existing facilities, reinforcement of the existing telephone network would be ;ty necessary. The degree of reinforcement would vary from new cables being pulled through existing conduit systems to the installation of new conduit and cable systems. In any case, the existing facilities are inadequate to serve the proposed project** (Refer to Appendix IV). , L. Cumulative Impact ,�_ The proposed project in conjunction with other projects in the area would require additional telephone facilities, possibly new conduit and cable systems. 5.13.3.3 Mitigation Measures lu 11 No mitigation measures are proposed. 1 1, I Marshall Andrews, Pacific Telephone. ** Ibid. 75D-315 i 5,13.3.4 Significant Environmental Effects No substantial adverse impacts are anticipated. 5.13.4 Water 1 4 5.13.4.1 Environmental Setting_ u The City of Santa Ana currently provides water service to the I€. project site. Fashion Square is served by a 12 inch water main located at the southern boundary of Fashion Square center and the Mainstreet Center is served by an 8 inch water main located along its southern L boundary. The City also has a 16 inch water main in Owens Drive at Main Street that is proposed to extend west to the proposed Broadway Street overcrossing. This 16 inch main could then be extended north to the proposed project to support the existing water distribution facilities.* L 5.13.4.2 Impacts L Project Impacts 1. u i. The existing uses on the site consume approximately 68,513 s gallons of water per day, assuming a consumption rate of 100 gallons/ f: 1000 square feet/day. The proposed project is estimated to consume 1 approximately 490,000 gallons of water per day (See Table 46). L: The removal of Mainstreet Center and the construction of the proposed project would result in a net increase in water consumption of approximately 421,487 gallons per day.. + * Walter Schraub, City of Santa Ana Public Works Department, telephone i� conversation May 8, 1981. 75D-326 The project can be served by the existing water mains in the area. Some improvement to the system might be required, at the time that precise development plans are submitted, in accordance with the standard City building permit approved process. (Refer to Appendix IV). a The project would be required to meet all State mandated water conservation measures, including use of low -flush toilets, turn-off adapters and faucet flow control devices to reduce water consumption. i. Cumulative Impacts As indicated in Table 47, cumulative projects in the vicinity j; of the proposed project would consume approximately 624,969 gallons of water per day. The net increase in consumption, considering cumulative i projects and the proposed Fashion Square project would be approximately 1,046,456 gallons of water per day. TABLE 46 i_ I I PROJECT WATER CONSUMPTION Land Use Square Feet Consumption Rate* Consumption Office 1,500,000 100 Gal/1O00Sq.Ft./Day 150,000 Gal/Day Retail 1,600,000 100 Gal/1000Sq.Ft./Day 160,000 Cal/Day Retail 979,200 150 Gal/Room 180,000 Gal/Dayl 1 City yC of Los Angeles, FIR Manual for Private Projects, 1975, updated 1976. 75D1127 L� TABLE 47 CUMULATIVE WATER CONSUMPTION Project Consumption Consumption Name Land Use Area Factor* Gallons/Day Hurwitz Site Office 2,300,000 Sq.Ft. 100 Gal/1000/ 230,000 Sq.Ft./Day Hotel 450 Rooms 150 Gal/Room/ 67,500 (367,700 Sq.Ft.) Day Retail 500,000 Sq.Ft. 100 Gal/Day/ 50,000 1000 So. Ft. Homes & Narver Office 98,239 Sq.Ft. 100 Gal/Day/ 9,824 Expansion 1000 S . Ft. Continental Office 754,850 Sq.Ft. 100 Gal/1000/ 75,485 Center Sq.Ft./Day Tooley Office 400,000 Sq.Ft. 100 Gal/1000/ 40,000 Sq.Ft./Day Medical Offices Medical Office 86,600 Sq.Ft. 100 Gal/1000/ 8,660 Sq.Ft./Day Town & Country Residential 500 D.U. 125 Gal/Day/ 137,500 Condominiums (2.2 persons/ Person D.U. SUBTOTAL Pro used Project: Fashion Square Commercial Center 490,000 Less existing uses bb,513 TOTAL 1,046,456 i * City of Los Angeles, EIR Manual for Private Projects, 1975, updated 1976. 75D-328 1-OMS l i r t 5.13.4.3 Mitigation Measures No mitigation measures are proposed. 5.13.4.4 Significant Environmental Effects No substantial adverse impacts are anticipated. 75D-329 i 5.13.5 Sewer 5.13.5.1 Environmental Setting Sewage generated on the project site is presently collected I by an on -site 8-inch sewage line that extends south through the middle of the site from Fashion Square Shopping Center to Roe Drive. This i 8-inch line collects sewage from both Fashion Square and Mainstreet Center. The 8-inch sewage line extends west along Roe Drive to Arnett Drive where the line then extends in a northern direction for �= approximately 100 feet. At this point, the sewage line crosses underneath the Santa Ana Freeway to Jonquil Road. On -site sewage is 1s: treated at the regional sewage treatment located in Fountain Valley. There is also a 12-inch sewer main in Roe Drive that could serve the proposed project. This line extends west from Main Street along Roe Drive, south to the north side of Santiago Creek where the �- main then crosses underneath the Santa Ana Freeway and extends in a westerly direction. Although this 12-inch main does not currently serve the site, it could provide sewer service to the proposed project. 5.13.5.2 Impacts I Project Impact J. The existing uses on the site generate approximately 68,513 t" gallons of sewage per day, assuming a generation rate of 100 gallons a day per 1,000 square feet. As indicated in Table 48, the proposed project is estimated to generate 490,000 gallons of sewage per day. t f The removal of Mainstreet Center and the construction of the proposed project would result in a net increase in sewage generation of f L r * John Burk, City of Santa Ana, Public Works Department. ** Ibid. 75D-3190 L; TABLE 48 PROJECT SEWAGE GENERATION Land Use Square Feet Generation Rate* Generation Office 1,500,000 100 Gal/1000 Sq.Ft./Day 150,000 Gal/Day Commercial/ 1,600,000 100 Gal/1000 Sq.Ft./Day 160,000 Gal/Day Retail Hotel 979,200 150 Gal/Room 180,000 Gal/Day (1200 Rooms TOTAL 42079,200 440,000 Gal/Da approximately 421,487 gallons per day. Since the existing sewer lines do not have the capacity to serve the proposed project, additional sewer facilities would be required. The size and location of new sewer facilities would be determined when final site plans become available (Refer to Appendix IV)** and such new facilities will be installed as a condition to the approval of building permits in accordance with standard City procedures. The State -mandated water conservation measures referenced in Section 5.13.4 will likewise serve to reduce wastewater. Cumulative Impact As indicated in Table 49, cumulative projects in the vicinity of the proposed project would generate approximately 624,969 gallons of sewage per day, The net increase in generation, considering cumulative projects and the proposed Fashion Square project would be approximately 1,046,456 gallons of sewage per day. The cumulative projects would also probably require improvements to the local sewage collection system. * City of Los Angeles, FIR Manual for Private Projects, 1975, updated 1976. ** John Burk, City of Santa Ana, Public Works Department. 75D-31001 TABLE 49 CUMULATIVE SEWAGE GENERATION Project Not Available Generation Generation Name Land Use Area Factor Gallons/Day Hurwitz Site Office 2,300,000 Sq. Ft. 100 Gal/1000/ 230,000 Sq. Ft./Day Hotel 367,200 Sq. Ft. 150 Gal/Room 67,500 (450 Rooms) Retail 500,000 Sq. Ft. 100 Gal/1000/ 50,000 So. Ft./Da Homes & Narver Office 98,239 Sq. Ft. 100 Gal/1000/ 9,824 Expansion So. Ft. Da Continental Office 754,850 5q. Ft. 0 75,485 Center Sq. Ft./Day Tooley Office 400,000 Sq. Ft. 100 Gal/1000/ 40,000 Sq. Ft./Da Medical Offices Medical Office 86,600 Sq. Ft. 100 Gal/1000/ 8,660 SSI. Ft./Da Town & Country Residential 500 D.U. 125 Gal/Day/ 137,500 Condominiums 2.2 ersons/D.U. Person SUBTOTAL 624,969 ProposedProject: Fashion 490,000 S uare Commercial Center 68 513 Less exlstin uses TOTAL 1,046,456 * City of Los Angeles, EIR Manual for Private Projects, 1975. Upaatea 1976. 75D-3h a 5.13.5.3 Mitigation Measures No mitigation measures are proposed. 1 5.13.5.4 Significant Environmental Effects i No substantial adverse impacts are anticipated. r i I a 75D-dh 5.13.6 Solid Waste 5.13.6.1 Environmental Setting Solid waste on the site is presently serviced by a private collecting company and deposited at an Orange County sanitary landfill (Coyote Canyon). The County currently has four landfills with two new 1 sites scheduled to open in the near future. Both the existing and new sites are Class II-2 landfills. The County has adequate landfill capacity to last beyond the year 2000.* r 5.13.6.2 Impacts i' u Project Impact r.: The existing uses on the site generate approximately seven i tons of solid waste per day . Main5treet Center generates approxi- mately two tons and Fashion Square approximately five tons. As i indicated in Table 50, the proposed project would generate �.: approximately 33.44 tons of solid waste per day . 1 ,f The removal of Mainstreet Center and the construction of the proposed project would result in a net increase in solid waste generation of 26 tons per day. Since the County anticipates having adequate landfill capacity to last beyond the year 2000, no significant s adverse impacts are anticipated (refer to Appendix 1V). However, the project would have an incremental impact on the reduction of the life i capacity of the Coyote Canyon landfill site. t Cumulative Impacts 1 As indicated in Table 51, cumulative projects in the vicinity i of the proposed project would generate approximately 46 tons of solid waste per day. The net increase in generation, considering the Fashion 75D-a34 La Square project would be approximately 72 tons of solid waste per day. The cumulative projects would incrementally impact the life expectancy of the Coyote Canyon landfill site. TABLE 50 PROJECT SOLID WASTE GENERATION Land Use Square Feet Generation Rate* Generation )ffice 1,500,000 2 Lbs/Day/100 Sq. Ft. 15 Tons/Day Commercial/ 1,600,000 2 Lbs/Day/100 Sq. Ft. 16 Tons/Day Retail iotel 979,200 .5 Lbs/Day/100 Sq. Ft. 2.44 Tons/Day (1200 Rooms) 4,079,200 33.44 5.13.6.3 Mitigation Measures No mitigation measures are proposed 5.13.6.4 Significant Environmental Effects No substantial adverse impacts are anticipated. * County of Orange, General Services Agency, Solid Waste Management Division. 75DT335 TABLE 51 CUMULATIVE SOLID WASTE GENERATION Generation Generation Project Name Land Use Area Factor* Tons/Day Hurwitz Site Office 2,300,000 5q. Ft. 2 Lbs/Day/ 23.0 100 Sq. Ft. Hotel 367,200 Sq. Ft. .5 Lbs/Day/ 1.0 (450 Rooms) 100 Sq. Ft. Retail 500,000 Sq. Ft. 2 Lbs/Day/ 5.0 100 S . Ft. Homes $ Narver Office 98.239 Sq. Ft. 2 Lbs/Day/ 1.0 Expansion 100 Sq. Ft. Continental Office 754,850 Sq. Ft. 2 Lbs/Day/ 7.55 Center 100 S . Ft. Tooley MedicalOffice 400,005 Sq. t. Lbs Day/ 4.0 100 Sq. Ft. --- Medical Offices Medical Office 86,600 Sq. Ft. 2 Lbs/Day/ .86 100 Sq. Ft. Town B Country Residential 500 D.U. 2.2 Lbs/Day/ 1.21 Condominiums (2.2 persons/ Person D.U. SUBTOTAL 45.61 Proposed Project: Fashion S uare Commercial Center 33.4 ess existing uses 7.o TOTAL 72.01 * City of Los Angeles, EIR Manual for Private Projects, 1975. updated 1976. 75D-336 WPi s�steriti.,i 5.13.7 Police 5.13.7.1 Environmental Setting Police protection is provided to the project site by the Santa Ana Police Department. The site is located in reporting district #161 ;_ which is served by twenty officers on a 24-hour seven day a week basis. There is currently no single major police problem associated with this reporting district.* L Y I; 5.13.7.2 Impacts r, Project Impact The types of crimes that can reasonably be expected to increase due to the project would be larceny, crimes against persohs, auto thefts, auto burglaries and commercial burglaries. These anticipated increases in crimes would increase the demand for police officers and equipment to properly patrol the area and respond to the needs of the citizens and business owners.** i_ On the other hand, the project will generate increased tax revenues available to provide additional police services and equipment. I The extent to which such revenues are in fact used for such purposes L lies in the future discretion of the City government. Cumulative Impact The proposed project in conjunction with other projects in the project vicinity that are located in the City of Santa Ana would result t in an increase in the crime rate and the demand on police services. The overall effects of the project on police services are difficult to evaluate at this time, and are dependent upon the final development plans.*** * Captain Robert H ** Ibid. *** Ibid. Y Stebbins, City of Santa Ana Police Department. 75D-331' E q 5.13.7.3 Mitigation Measures The Participants should provide a private security force to respond to business and customer needs. The presence of a security force would also have a deterrent effect on crime. 5.13.7.4 Significant Environmental Effects The project would result in an increased demand on police services. 5.13.8 Fire 5.13.8.1 Environmental Setting The project site is provided fire protection by the City of Santa Ana. Table 52 lists the fire stations that presently serve the project. TABLE 52 FIRE STATIONS SERVING THE SITE STATION LOCATION RESPONSE TIME #1 1029 W. 17th Street* Approx. 3.4 min. #10 2301 Old Grand Approx. 4.0 mina. #5 120 W. Walnut* Approx. 4.0 min. #2 1688 E. 4th Street Approx. 5.0 min. * Paramedic service. 75D-313'8 7756 The City of Santa Ana and the City of Orange currently have a reciprocal automatic aid agreement whereby each city would respond to a fire in the other city, if called to respond.* i In addition to required on -site fire protection facilities, Fashion Square Shopping Center has a privately owned 200,000 gallon i underground water reservoir with auxiliary pumps that provides a back-up supply of water for fire protection of Fashion Square. 5.13,8.2 Project Impact li The proposed project will result in increased demand on City ( fire suppression services. Due to the increased intensity of development on the subject site, more fire department men and equipment will be required to respond to any reported structure fire on the Site, on a first alarm response, than are now required for such responses. Specifically, it is estimated that, upon maximum development, one Engine Company, one Truck Company and one Battalion Chief would have to be }} added to the current standard first response assignment. l.! It is possible that this increased first response assignment would require the City to provide an additional Engine Company in the 1 area now serviced by Fire Station q1 in order to maintain an adequate level of fire emergency services. However, in the absence of actual experience with the area upon completion of the proposed project, such a need is quite speculative. The proposed project, particularly the proposed hotel, will also increase demand for paramedic services. Again, it will require actual experience with the project upon completion to determine whether j the City will be able to maintain an adequate level of paramedic service with its present City-wide complement of four Paramedic Units. On the other hand, the project upon completion will generate Significant tax revenues available to the City to provide for expanded fire and paramedic services if the City Council determines such use of these revenues to be appropriate, 75D-"9 I L.: r �y 0 Cumulative Impact The proposed project in conjunction with.related projects will result in substantially increased demand for fire and paramedic services. In particular, the construction of a significant number of high-rise buildings will require the City to provide an additional Ladder Company in order to maintain the current level of Ladder Company Service. Increased tax revenues will presumably be available from these. projects to pay for expanded services. 5.13.8.3 Mitigation Measures The project developers shall maintain the current underground water reservoir with auxiliary pumps (or provide its equivalent at an alternative location) and expand such system upon development of the site as necessary for compliance with Fire Code requirements. 5.13.8.4 Significant Environmental Effects The project will result in increased demand for fire and paramedic services. 9 75D440 5.14 Energy Conservation 5.14.1 Environmental Setting k The existing Fashion Square Shopping Center is comprised of 521,725 square feet of retail building space. Adjacent to Fashion L Square is the Mainstreet Center which is comprised of 163,403 square i feet of retail use. L Energy consumption by the existing land uses is pursuant to �.; natural gas and electricity consumed by the existing Fashion Square Center and Mainstreet Center. As detailed in Section 5.13.1 of this report, the estimated natural gas consumption for the existing uses on the site is 13,702,560 cubic feet per month. Concurrently, and detailed in Section 5.13.2 of this report, the estimated electrical consumption for the existing uses on the site is 2,397,948 kilowatt hours per �Onth. L 5.14.2 Impacts ;. Existing Non -Residential Building Standards L The proposed structures will have to be designed for optimum energy efficiency in accordance with Energy Conservation Standards for non-residential buildings adopted by the State of California Energy -k' Commission as amended July 26, 1978. The new regulations prescribe energy conservation standards for all new non-residential buildings in California and represent the state-of-the-art for most energy conservation measures related to building design and equipment selection. Specifically, the regulations specify energy -saving designs for roof, wall and floor installations, and also contain lighting, heating and air conditioning, and hot water supply specification standards. The regulations encourage the use of solar power and other r i r., A 75DV341 non -depleting energy sources. They offer builders the option of utilizing building designs that consume less energy than specified in the regulations. The regulations provide for their enforcement by local building departments through the building permit process. Energy Consumption The proposed expansion of Fashion Square can be expected to v result in an increase in energy consumption. The estimated net increase in energy consumption figures ` associated with the project are 8,656,292 kilowatt hours per month of electricity and a natural gas consumption of 62,507,440 cubic feet.per 4 month. 5.14.3 Mitigation Measures The orientation of building glazing areas, overhangs, and site landscaping should be selected in order for solar radiation to reach indoor areas during the winter months to reduce heating loads. The same principal should be incorporated for the summer months so that building glazing, overhangs and landscaping will reduce the amount of solar radiation reaching the interior of the buildings which will reduce air conditioning loads. 5.14.4 Significant Environmental Effects No substantial energy conservation impacts are expected to occur as a result of activities associated with project implementation. 75D-S 2 1 1, 6.0 ALTERNATIVES TO THE PROPOSED ACTION 6.1 No Project �. The "no project" alternative would leave the project site in J its existing condition which is characterized by declining commercial uses. This alternative would reserve the project area for future redevelopment options. Any adverse environmental impacts that may be fassociated with demolition, rehabilitation and development of the proposed project would be avoided by the "no project" alternative. Existing businesses would not be required to relocate or participate in the redevelopment process. However, the "no project" alternative would p result in the social and economic consequences of continued f..... deteriorating conditions with the Redevelopment Area. r Although the alternative of "no project" would serve to ; eliminate any adverse impacts of the project (i.e., traffic, noise, air 9 quality), the integration and interdependence of the redevelopment objective of the Redevelopment Plan is such that this alternative would eliminate these intended beneficial effects. Allowing the existing development on the site to remain and continue to deteriorate could have i serious aesthetic, social, and economic consequences for the land �. owners, tenants, patrons and the City. According to the Redevelopment 1 Plan, the proposed project is in the best interest of the health, safety and general welfare of the people of the City of Santa Ana. 6.2 Alternative Location Some of the uses proposed by the project could be located at an alternative project location. Obviously, rehabilitation of the F Fashion Square Center would be site specific, but the proposed office, i, retail and hotel rooms could be located elsewhere in the City. There are other sites in the City of Santa Ana, including locations within the City's redevelopment area, available for the type F .:. of development for the project site. 1. 75D-31,43 If the project was located in the southern portion of the City, then some of the impacts associated with the project (aesthetics, shade/shadow) may be even less significant since these impacts may currently exist with high-rise buildings in this area. On the other hand, the project could result in increased impacts to several of the disciplines that are presently impacted (traffic, noise, air quality). Any incremental increase to some of these disciplines may result in significant adverse impacts. If the project were developed in an area of the City where high-rise buildings, office and retail uses are non-existent, then the project could result in greater impacts than the proposed site. If an alternative site was in a predominantly residential area, then impacts such as traffic, noise, land use compatibility, shade/shadow, etc., may be greater than the proposed site location. In addition, an alternative site may result in impacts that are not associated with the proposed location: hydrology; soils and geology; public services and utilities, etc. The project site is designated for redevelopment by the Community Redevelopment Agency, and redevelopment will occur eventually as conditions continue to deteriorate and economic pressures increase. Redevelopment of Fashion Square Shopping Center and revitalization of the North Main shopping area, consistent with the Redevelopment Plan, necessitates implementation of the project on the proposed site. 75D-344 1 i l: t L 6.3 Smaller Scale Development on the Same Location 6.3.1 In General This section will evaluate the alternative of a project consisting of a smaller scale development on the same site as the project. Only those significant environmental impacts which were determined to exist for the maximum project will be examined in the discussing of this alternative, it being presumed (with one exception) that a smaller scale project could not result in the appearance of substantially adverse environmental effects beyond those identified for the maximum project. (The one exception concerns the achievement of Redevelopment Plan goals. The imposition of a lesser maximum development may make the project unacceptable to the project participants, thus making this' alternative equivalent to the "No Project" alternative. A large reduction in scale, even if accepted by the project participants, may result in redevelopment too minor to achieve the economic revitalization of the Fashion Square.Main Street Shopping Center commercial area. The continued decline of that area would itself be a substantial adverse environmental effect.) With respect to those significant effects identified for the maximum project, traffic impacts are by far the most serious and will be treated in considerable detail in the following subsection. The other identified significant effects can be discussed in more summary fashion as follows: (1) Land Use - If the project site were reduced to avoid the acquisition of the Fidelity Savings building parking area, the potential parking problem involving that building would be eliminated. However, the project would lose the benefit of direct access from the Broadway overpass. 75D210045 l (2) Noise - To the extent that a reduction in scale of the project reduces project -induced traffic on Main Street (reference Section 6.3J ), the noise impact on Owens Drive residents will likewise be reduced. (3) Shade/Shadow and Solar Glare - The potential adverse impacts of shadowing and glare are consequences of building height and materials rather than the overall size of the development. A low limit on building height could eliminate such effects, but would appear to be an unnecessarily drastic alternative to the mitigation measure recommended for the project. (4) Housing and Airport Use - A reduction in the scale of the project would likewise reduce the demand for housing in the area by project employees and the demand for use of the John Wayne Airport. (5) Demand for Police, Fire, and Paramedic Services - A reduction in the scale of the project would reduce the demand for use of police, fire, and paramedic services. It would also reduce city tax revenues from the site which would otherwise be available for possible augmentation of those services. 6.3.2 Traffic and Circulation In order to determine the sensitivity of the transportation system recommended in the Phase Two TSIP to changes in the size of the Fashion Square project, a 33 percent across-the-board reduction in the project was tested. Two tests were conducted. The most meaningful was a comparison of the traffic reduction occurring on Main Street as a result of a 33 percent reduction in Fashion Square. To answer this question, peak period trips were reduced by one third and a computerized selected link analysis was used to determine the effect on the direc- tional design hourly volumes (DDHV) for Main Street. The Phase Two TSIP 75D-346 Study shows the DDHV for Main Street, given full development of the Fashion Square/Town and Country Area, is 2,950 vph southbound and 2,450 vph northbound. These DDHV/s translate into a 4 lane requirement for southbound and a 3 lane requirement for northbound traffic. This suggests the question, "Would a 33 percent reduction in Fashion Square reduce these lane requirements?" The analysis summarized in Table 53 1 shows it would not, although the level of service to be provided would be improved. " TABLE 53 COMPARISON OF DDHV FOR MAIN STREET OF 33 PERCENT REDUCTION IN FASHION SQUARE DHV Lane Requirements* North South Nor %OU i Condition Bound Bound Bound Bound i Full development of Main Street area 2,950 2,450 4 3 33% reduction of Fashion Square 2,725 2,364 4 3 Percent reduction 7.6% 3.6% - - I I * Based on capacity of 750-800 vplph. This "What if" analysis indicates that the volume of traffic i on Main Street is relatively insensitive to the changes in the size of Fashion Square. A 33 percent reduction in the size of Fashion Square only equates to a 7.6 percent reduction in the critical DDHV of Main Street. Intuitively, one may question this conclusion. Upon closer 1 examination of the travel patterns to and from Fashion Square, the effectiveness of the Phase Two TSIP concept of providing alternative access to Fashion Square is evident. Previous analysis of Fashion Square's trip distribution and assignment indicates 69.6 percent of the trips desire access to/from freeways. An even higher portion (72.3 j percent) of the outbound PM peak flow uses the freeways. Freeway access to/from Fashion Square is designed to minimize direct use of Main i Street. The only freeway access serving Fashion Square traffic which It 75D-7 k loads traffic directly onto Main Street is the new northbound I-5 on -ramp. All other ramps have alternative circulation available which provides quicker (time wise) access to the freeways than Main Street. ( The net result is a relative insensitivity of Main Street to peak period trip reductions by Fashion Square. Trips generated by Fashion Square will effect Main Street as much from crossing movements at several intersections as adding to the north -south travel. Previous analysis established that 24.2 percent of Fashion Square trips cross Plain Street L whereas another 28.9 percent use Main Street for access. These factors are largely responsible for Main Street°s reduced sensitivity to trip j: generation by Fashion Square. l The same sensitivity relationship between trips generated by i Fashion Square and Main Street does not apply to the surrounding freeways. Fashion Square trips will use the freeways in a much higher proportion than they use Main Street. As a result, while a reduction of 1 10 trips from Fashion Square only reduced traffic on Main Street by 2.89 trips, it will have a correspondingly greater impact on the freeways by reducing peak period trips by 6.9 trips. A reduction of Fashion Square I by 33 percent will reduce PM peak hour freeway usage by 1,237 trips on `I4_ the Rte 22 and I-5 freeways. t.. (b) Effect of Selectively Reduced Land Uses The previous analysis has shown the sensitivity of the j transportation system to uniform reductions in land use in Fashion E Square. This analysis will examine the impact of selectivity in L reductions of one land use compared to another. Three primary types of land use are planned in Fashion Square - retail, office and hotel. These three land uses have the following trip generation J characteristics. 75D-348 I TABLE 54 TYPICAL TRIP GENERATION RATES FOR FASHION SQUARE LAND USE (PER 1,000 SF) I 4 Orange County Trip Rates (PM pk hr) Land Use Daily In Out Total Dir. Distr. Retail 26.5 0.60 0.80 1.40 57/43 j, Office 11.7 0.23 1.16 1.39 83/17 Hotel 10.5 0.36 0.37 0.73 50/50 Table 54 shows that reductions in the retail use are the most efficient in minimizing total trips. Retail traffic is approximately 2 to 2.5 times that of either office or hotel uses. However, reductions in the total daily trip generation are not necessarily a goal in itself. Transportation systems are designed for peak demand (usually one hour) not total daily travel. Therefore, reductions in land uses which produce off-peak travel are actually counter productive. In fact, a significant transportation system management (TSM) strategy is to encourage a shift in travel to off-peak periods rather than necessarily suppressing trips altogether. For example, analysis of the average daily vehicle miles of travel (VMT) produced by 1,000 SF of retail is 106 veh-miles compared to 117 veh-miles for equivalent sized offices. These two influences suggest it is essential to examine the peak period trip characteristics of land use even more so than total daily trip generations. Table 54 indicates that the peak period trip generation characteristics of office and retail are nearly equivalent in total trips produced but differ in directional distribution and a major difference between retail and office uses is trip length. The average work trip is 10 miles compared to a 3-5 mile length for a typical shopping trip (to a regional center such as proposed for Fashion Square). Therefore, while it appears on the surface that reductions in either retail or office uses will produce the same magnitude of peak 75D-349 hour trip reductions the longer average length and high directionality of the office trip are important considerations. Retail is a more efficient use of available transportation capacity in both directions and produces short trips compared to office use. Therefore, even though retail and office generate about the same number of trips in the peak periods, reductions in office usage will be more effective in mitigating peak hour congestion. (c) Conclusion The conclusion of the alternatives which examined the traffic mitigation effects of reducing the size of Fashion Square while retaining the number of proposed and approved development in the area shows that: 1. The traffic volume on Main Street is relatively insensitive to reductions in Fashion Square since only 26.9 percent of these trips are expected to use Main Street. A 33 percent across the board reduction in Fashion Square produces a 7.6 percent reduction in the critical design hourly volume on Main Street. Despite a reduction in the DDHV, the same number of lanes would be required on Main Street. 2. Trip reductions achieved by Fashion Square produce correspondingly higher reductions in usage of the freeways than Main Street. A 33 percent reduction in Fashion Square trip generation produces a net reduction of 1,237 freeway trips in the PM peak hour. 3. Selective reductions in office and retail space is about twice as efficient as hotels in reducing travel for the critical PM peak period. 75D-3-50 }L �L F JL IL 4. Retail uses produce substantially higher total daily trips than office space, but those trips are more evenly distributed throughout the day. Peak hour trip generation and total VMT of both land uses are similar except for the highly directional nature of office travel, but reductions in office usage would be more effective than reductions in retail usage in mitigating peak hour congestion. 75D-TS1 7.0 THE RELATIONSHIP BETWEEN LOCAL SHORT-TERM USES OF MAN'S ENVIRONMENT AND THE MAINTENANCE AND ENHANCEMENT OF LONG- TERM PRODUCTIVITY 1 The project site is currently developed with retail uses f(Fashion Square Shopping Center and Mainstreet Center), surface parking lots, and vacant land. The proposed rehabilitation and redevelopment will commit the land to long-term use as a commercial/retail complex. The project area has faced deteriorating commercial services as a result of the decline of the downtown area. The lack of goods and services comparable to surrounding areas have forced residents to seek more competitive shopping than found in their own neighborhood. Over the i long-term, the project will preserve those commercial services which are y` competitive and will provide new commercial opportunities for the residents in the area as the market allows. Fashion Square will be developed into an enclosed regional shopping center with supportiv¢ and complimentary commercial uses integrated into the development. Over the long-term, the project will preserve -and substantially strengthen commercial/retail development, and concurrently the economic growth of the area. The project is in conformance with the long-range objectives of the City's Redevelopment Plan. i' The proposed project will involve short-term activities such fas building demolition, site preparation, and building construction. Along with other existing and planned developments in the area, the project will contribute to a decrease in air quality, increased energy consumption, increased automobile traffic and noise, and the depletion of natural resources. 1 l I 75D52 It W mS 8.0 ANY SIGNIFICANT IRREVERSIBLE ENVIRONMENTAL CHANGES WHICH WOULD BE INVOLVED IN THE PROPOSED ACTION SHOULD IT BE IMPLEMENTED i The proposed project will result in an intensification of land uses within an urban area. Irreversible environmental changes which could be expected from implementation of the proposed project include demolition of existing structures, and the consumption of energy utilized in demolition and construction activities. There will be a permanent commitment to provide additional i< energy sources, particularly natural gas and electricity to the site. '1 The fossil fuels consumed during demolition, construction, and those which will be consuned during the project's life are irreplaceable. There will be a permanent loss of natural resources for building material used to construct and finish the structures. The project will result in increased vehicular traffic and congestion. There will be an incremental increase in air pollution as a result of the emissions from vehicles, power generated equipment, and grading activities. The increased traffic and urban activity will also result in increased noise levels in the local area. There will also be j a permanent commitment to provide community services such as water, 1� solid waste, sewage, police and fire services. The visual character of the site will be altered by the increased intensity of development, especially if high-rise buildings are developed on the site. If high-rise buildings are constructed, then shade/shadow impacts to ru adjacent developments, including residential areas, could result. Depending upon the type of exterior surfaces used on the structures, solar reflection could also cause an environmental change in the area. i u 75D-3553 fih of ms 9.0THE GP.OWTH-INDUCING IMPACT OF THE PROPOSED ACTION The proposed project is not anticipated to have a direct growth -inducing impact. Although the project is 'anticipated to generate approximately 10,000 new employment positions, there is adequate labor supply in the City of Santa Ana to meet the labor demand of the project. Future employees could also commute from surrounding cities, such as Orange, Westminster, Buena Park, Anaheim and Garden Grove, and therefore the project would not result in growth -inducing impacts since there is an adequate labor force in the project area. The proposed revitalization and new construction will result in increased retail/commercial activity within the North Main Street shopping area. The project is intended to promote economic growth within the redevelopment area consistent with the Redevelopment Plan by restoring the economic, social and physical health of the area. T.he project will stimulate and attract private investment, while improving the City's economic health, employment opportunities and the tax base. The economic growth generated by the project is considered significant, however, the revitalization and redevelopment will have a positive economic impact upon the community. The project may contribute to development of other property in the area, particularly within the Redevelopment Area, for ancillary commercial -related services and competitive land uses. The project will have a growth -inducing effect upon utilities and public services because of increased demand. The project will also result in increased motor vehicle traffic. I n 10.0 ORGANIZATIONS AND PERSONS CONTACTED Mr. Walter D. Schraub Mr. B.K. Smith Mr. J.D. Allen Mr. D.G. Poer Mr. Marshall B. Andrews Captain Robert H. Stebbins Mr. John Burk Chief Montgomery Mr. Dave Ream Mr. Tom Hamnili Mr. Stan Soo Hoo City of Santa Ana Public Works Department Southern California Edison Company Southern California Gas Company County of Orange Solid Waste Management Division Pacific Telephone City of Santa Ana Police Department City of Santa Ana Public Works Department City of Santa Ana ; Fire Department City of Santa Ana Community Redevelopment Agency City of Santa Ana Community Redevelopment Agency City of Orange 75D2a55 I Lm APPENDIX I i PLANT AND ANIMAL SPECIES LIST 1 i 1 75D-356 i 1 �i(. �';. /�J APPENDIX I PLANTS OBSERVED ON PROJECT SITE Y COMMON NAME SCIENTIFIC NAME f I TREES 1.: Ash Fraxinus spp. Atlas Cedar Cedrus.atlantica Banana Musa sue. i. Canary Island Pine Pinus canariensis �- Cape Chestnut Tree Calodendrum ca ense ? Common Olive Olea europaea c.: Flaxleaf Paperbark Melaleuca linearifolia Indian Laurel Fig Ficus thicrocarpa nitida Jacaranda Jacaranda mimosifolia Jack Pine Pinus banksiana Japanese Maple Acer palmatum Kaffirboom Coral Tree Er ty hrina caffra Lemon Bottlebrush Callistemon citrinus Lemon Scented Gum Eucalyptus citriodna London Plane Tree Plantanus acerifolia_ Nikau Palm Rhopalostylis sapida Palm Brahea armata Podocarpus PodoCarpus gracilor Red Flowering Gum EucalY_etus ficifolia Sago Palm Cycas revoluta Silk Tree Albizia julibrSssin I 75D-357 I I n APPENDIX I WILDLIFE OBSERVED OR EXPECTED ON PROJECT SITE COMMON NAME SCIENTIFIC NAME BIRDS American Robin Turdus migratorius Breweris Blackbird Euphagus cyanocephalus Cor us corax Common Crow House Finch Carpodacus mexicanus House Sparrow Passer domesticus Inca Dove Scardafella inca Mockingbird Mimus polyglottos Rock Dove Columbria livia Spotted Dove Streptopelia chinensis Sturnus vulgaris Starling MAMMALS Black Rat Rattus rattus Brush Rabbit Splyilagus bachmani California Ground Squirrel Citellus beecheyi House Mouse Mus mm sculus Norway Rat Rattus norvegicus Valley Pocket Gopher ThomoTys bottae REPTILES Side -Blotched Lizard Uta stansburiana Western Fence Lizard Sceloporus occidentlis 75D-358 APPENDIX I I i L SHRUBS OBSERVED ON PROJECT SITE COMMON NAME SCIENTIFIC NAME Aloe Aloe arborescens American Holly Ilex opaca Bird -of -Paradise Strelitzia reginae Bougainvillea Bougainvillea spp. Chinese Photina Photina serrulata Cordyline Cordyllne austidis Crape Myrtle Lagerstroemia indica Dudleya Dadleya brittonii Fiddle Leaf Fig Ficus 1 rata Grape Vitus spp. Jade Plant Crassula argentea Juniper Juniperus horizontalis Mock Orange Pittosporum tobira Oleander Nerium oleander Periwinkle Vinca major Rose Mallow His6iscus militaris Shrimp Plant Justica brandegeana Daphniphyllum macropodium Dalbergia sissoo GRASSES Bermuda Grass C ny odon dact lon Crabgrass Digitaria sang_uinalis Heanley Bamboo Nandina domestica Ryegrass Lolium spp. Wild Oat Avena:fatua WEEDS Dandelion Taraxacuma officinale Field Mustard Brassica rapa Pigweed Amaranthus album Storksbill Erodium cicutarium 75D-359 APPENDIX II TRAFFIC DATA 75D-360 s ' � � � � J � r J ♦ i eJ M I I.- R R M«« Y Y Y S SJ O a e t _ i e a � Y J 6 d a i Z J F w w R J w F « w• S F i a gag h J h! J F 1 yJ h M1 d h M T Jig C ' - � h gg J d a d h J w h y p R M r i • s � p e i -sss v ^o s iy S hl r� i J F K r- j F w w• F IhiP w w w s s s i - d M Y Mpg � v'$} D p .�jj R M• J 75D-361 {. s • w w• S s S i i i M M Y Y 4 mmmommo R I wggI I I~2I•I{l°T I-I-Iµ2IP w w w s s s i R A• M Y N 4 N ti Ni F w .1 Y !YI F Yh! F IR R e« C M 4 Y N S S S z ` �\!/�|=,■t,l: �!!• / ;;;::_;■;■■■ - \ _;;_l==;:�■s _,■=�■�=K; ��:_:_:;�■■# ��|t,■;,K;� � ;;■■;:■■■■■■ ,■#,■;,■;,»_ ■■■:;■,:;■■, ,■�,■::■=,t; ) _■��■;,l;�l; � ;;;■__:::■!, \ k -- - -- _ ;l:,■��■■,£t =l�:E��l:,l; ;;■::;:::■■, .■;■__:_��■■, - ! { ' 2 �!|`a;'• - �l;:l=,|=,r= � ,|:_■��l;,■= . ......::■■■ ,...,.=:,■s 75D- §2 APPENDIX II-B ARTERIAL STREET TYPICAL TRAVEL TIME COMPARISONS PEAK VS OFF-PEAK (MINUTES) STREET LIMITS DIRECTION AM. PM OFF 17th Bristol- W/B 8-9% 10-11 7-8h Tustin E/B 10 10-12 3/4 6-8 LaVeta/Bristol Cambrldge- W/B 9-10 W, 9-11 Washington E/B 10-11 111%-13 9-11 Main Street Orangewood- N/B 6§-9 8y-10 7-6 Washington S/B 7-9 6�-9 7-6 Glassell/ Chapman Ave.- S/B 6 3/4 744 5-6 Grand SA Blvd. N/B 6 3/4 7-11 51, Parker/ Chapman to S/B 55-6k 6-6k 515-6k Santiago 17th N/B 6 6-64 5°-6 Chapman Yorba- W/B 11 114-131, '9-10y City Drive E/B 9§-12 10-14 3/4 "-10 Almond Lincoln- W/B 64-7 6 7 Flower E/B 7 7 7-7h Santa Clara Bush- E/B 4-4h 4�-55 4k-5k Tustin W/B 4 3/4 5 4% Fairhaven Tustin- W/B Iss-2h 2-3 2k-3k Grand 75D-363 APPENDIX 11—C SIGNAL CYCLE PERFORMANCE (OFF-PEAK PERIOD) TIME 1 CYCLE W/PEO5 AVG. CYCLE LENGTH ISEC) MMRSECTION PHASING OF PAY MAJOR 610E MAJOR ST. SIDE ST. TOTAL Mein-Duffalo S/B leading L.T.0 1200 60 _A0 26 23 49 Main-S/B Fvy off 20 1130 0 (50) 39 46 01 Rera l l M.in-17th St. 1e44 L.^. 0 MA 40 40, 23 A4 61 17th - Spurgeon W/B lead L.T. 0 1200 45 (50) 45 28 13 Recall 17th-S/B off/Pennvay W/B lag L.T. 0 1130 30 40 36 34 70 17th-N/B off/Valencia E/0 lead L.T. 0 1100 30 (40) 51 21 74 Recall 17th-Santiago 20 1030 30 (40) 62 10 so Recall 17th-Lincoln 20 1020 40 (40) 29 21 50 Recall 17th-Grand 00 Lead L.T. 0920 50 50 36 50 86 Grand -21st 20 0900 20 50 59 15 74 Grand -Santa Clara 20 0645 20 (AO) 36 26 62 Recall Grand -Fairhaven 20 0820 60 (50) 41 33 � 74 Recall Glassell-E/B M1y Rps Lead S/B L.T.O 1520 50 (30) 46 14 60 Recall Glassell-W/B r-Y Rpa Lead N/B L.LO 1500 (20) (0) 50 10 60 Recall Recall Glassell-La vets 20 1430 00 70 36 36 72 Chapman -Lemon 20 1415 40 60 26 21 49 Chapman -Batavia 20 1350 20 00) 33 44 77 Recall Chapman -Main 80 Gad L.T. 1330 40 30 42 48 90 Chapman-Feldner 20 1250 20 0 41 17 .58 Chapman-N/B Pte. 57 20 1215 0 0 55 10 65 Chapman-S/B Rte, 57 20 1135 0 0 43 17 60 Main -Almond 20 0850 60 30 63 23 B6 Main-Culver/Steuart 20 0915 20 40 39 15 54 Mein -La Vet& 00 Lead L.T. 0930 60 60 36 49 05 Mein -Town 6 Country $0 Load L.T. N.S. 1000 . 40 50 43 27 70 Mein -Edge Wood Lead S/B L.T.0 1045 40 SO $2 19 71 Main -Santa Clara 20 1110 (0) 60 S7 26 83 LA Veta-parker 20 La Veto -Pepper US lead L.T. 0 La Vota.Pte 22 Rps. W/B Lead L.T. 0 Recall 1445 30 20 25 1300 40 10 33 1315 30 30 42 16 41 19 52 28 10 75D-364 APPENDIX I1-D C Bus Route Ridership On Board ON Board Route # Direction Entering On / Off Exiting 53 South 223 304 / 133 388 53 North 412 152 / 242 325 {' 54 East 351 127 / 134 335 54 West 263 123 / 106 282 56 East 44 5 / 19 32 56 West 27 24 / 6 45. 69 South 417 203 / 207 421 !}. 69 North 464 180 / 227 429 143 East 303 147 / 144 249 143 West 301 129 / 103 309 r t 0 75D-365 0 APPENDIX III NOISE DATA 75D-366 Location I approximately 130' east of Main Street on the north side of Owens Drive. is Noise Level dB(A) 9 75D-367 Location 2 approximately 250' east of Main Street on the north side of Owens Drive 6. I N 5 Noise Level dB(A) 40 50 60 70 80 90 B 75D-368 n Location 3 approximately 400' east of Main Street on the south side of Owens Drive I__ 3 Noise Level dB(A) 40 50 60 70 80 90 N 75D-369 Location 5 approximately 100' west of Broadway on the south side of Charlotte Street (refer to map) L Noise Level dB(A) 40 50 60 70 80 40 I 75D-370 Location 8 approximately 100' west of the intersection at Broadway and Santa Clara (refer to map) Noise Level dB(A) 40 50 60 70 80 90 75D-371 � fY ti �! 'h y by , I r f f O h � 75D-372 APPENDIX IV CORRESPONDENCE 75D-373 MAY K G.I. k rn Biq kl•u VICE MAYOR R. W. E uxembourKef COUNCR MEMBFR klhn Aucua Damd F. Cdsel I.OKden Markel PaluVa A. Ms'CmY,.m AI(md C. Sprralo May 4, 1981 (D CITY OF SANTA ANA 2110W (AN I I K N ALA • Ill 1. (A IX PRIM SAN TA ANA, CAI B ORNU 92702 CITY MANACIR A I. Wilson CITY ATTORNEY Edward 1_ Cooper CI FRK Of THE COUNCII Ianicc-C Guy RECEIVED MAY 08 1981 CNYIRuNMZNtAL Doris Starnes snnls:u,v. Environmental Studies Department Ultrasystems, Inc. P.O. Box 19605 Irvine, CA 92715 SUBJECT: ENVIRONMENTAL IMPACT REPORT FOR THE PROPOSED FASHION SQUARE REDEVELOPMENT PROJECT Dear Ms. Starnes: The data you requested in your letter of April 24, 1981 is as follows: Water Fashion Square is served by a 12" main along the south boundary of Fashion Square and a 12" water main in the frontage road next to the Santa Ana Freeway; an 8" water main along the south property line of Metcalf Plaza serves the shopping center south of Fashion Square. Fashion Square has a private fire line extending around the exterior of the structures that is served from a 10" fire line connected to the 12" water main south of it. The private line is a combination of 8" and 6" with 20D,000 gallon underground reservoir and auxiliary pumps to provide additional protection. The stores are served domestic water through a privately owned water line connected to the 12" water main at the south property line. The pipeline is 6" to the underground reservoir feedline then is 4" along the westerly and northerly periphery of the buildings. The project can be served by the existing water mains, although it may re- quire some reinforcement. A 16" water main exists in Main Street at Memory Lane. The City proposes to extend the 16" water main westerly to eventually connect to the 16" water main in the frontage road on the northeast side of the Santa Ana Freeway. The 16" water main will extend from Memory Lane to Metcalf Plaza. The impact of the project will depend upon the increased water demand over the present demand. When the Howard Crooke Reservoir and Pumping Station was built in Santiago Day Camp about 1/2 mile east of Fashion Square the pressure and water capacity was increased at Fashion Square. Alternatives 75D-374 May 4, 1981 Page 2 Nos. 3 and 4 indicate a sizable increase in the square feet of floor space and it will be necessary to determine what the water demands for these facilities will be before giving an estimate of the impact. SEWER Fashion Square is presently severed by a private sewer system of 8" sewer mains. They connect to an 8" sewer main running south about midway between Main Street and Arnett Drive, which is the frontage road for the Santa Ana Freeway. Metcalf Plaza is connected to the same north -south 8" sewer main. The 8" sewer main extends along Roe Drive to Arnett Drive then north along Arnett Drive to a Santa Ana Freeway crossing where it passes through an ease - went to Jonquil Road. An additional 12" sewer main was installed in 1969 from Roe Drive south through an alley and easement to the north bank of Santiago Creek. The 12" sewer main passes through an easement to connect to a 12" sewer main in Park Lane Your request to determine if the existing trunk lines have capacity to the project will be referred to our Design Section. The remaining data request will also be referred to the Design Section. Sincerely, Walter D. Schraub Water Engineer WDS/gg 75D-375 Southern California Edison Company P 0 BOX 2307 ^ SANTA ANA CALIFORNIA 927107 May, 1981 RECr NED DORIS STARNES MiAY 12 Ultra Systems, Inc. L 2400 Michelson Dr. iU�E•i U;V. Irvine, CA 92715 �1 L This is to advise that the subject property is located within the service territory of the Southern California Edison Company and that the electric loads of the project are within parameters of projected load growth which Edison C, is planning to meet in this area. Unless the demand for electrical generating capacity F. exceeds our estimates, and provided that there are no unexpected outages to major sources of electrical supply, we expect to meet our electrical load requirements for �- the next several years. Our total system demand is expected to continue to increase annually; and, if our plans to proceed with future cons- truction of new generating facilities are delayed, our ability to serve all customer loads during peak demand periods could become marginal by 1984. is In addition, the major fuel used in Edison's generating facilities is low sulfur fuel oil. Die now believe that our low sulfur fuel oil inventory, together with our contractual commitments for delivery and our customers' conservation efforts will permit us to meet the current forecasted demands for electricity through 1981. It is our intention to continue to do everything that can reasonably be acconplished to provide our customers with a continuous and sufficient supply of electricity. Enclosed is a single -line diagram of Southern Edison Co. existing overhead facilities in the proposed redevelopment project. California area of the 75D-376 Both freeway crossings will remain overhead on existing structures as shown to maintain Edison system integrity. Within the proposed project, Edison maintains 4-12000V circuits served from 4 adjacent substations. Three circuits enter the area on overhead structures, one circuit enters the project underground from the East. Edison maintains an extensive underground system within the northerly portion (Fashion Square Shopping Center) of the proposed site. The development will be served by existing Edison facilities. Please contact Edison Energy Services representative, Bob Miller, 714-835-3833 concerning conservation information for this project. If I can be of any further assistance on this project, please contact me at 714-835-3833. BKS/lp Sincerely, B. K. SMITH Service Planner 75D-377 LbUN-rY C?F° C> FtR.NC3E NERAL SERVICES AGENCY SOLID WASTE MANAGEMENT DIVISION DONALD G. POER. MANAGER I500 SOUTH GRAND AVE. SANTA ANA. CA 92705 Apri 1 30, 1981 714 834-3466 Doris Starnes, Project Manager Ultrasystem, Inc. P. 0. Box 19605 Irvine, CA 92715 T.R. EGAN DIRECTOR RONALD BATES ASSIST ANT D IRE C TOR Surro RT SERVICES RECEIVED MAY 0 4 1981 E34VIAG00244TAL MUDIE.7 VV. Dear Ms. Starnes: The following information has been compiled by the Orange County General Services Agency/Solid Waste Management Division, to assist engineers and consultants in the preparation of the solid waste management aspects of Environmental Impact Statements/Reports: L 1. Orange County currently operates four sanitary landfills. Two future sites, Olinda Alpha and Bee Canyon, are scheduled to open in the near future. These landfills will replace the existing Olinda and Coyote Canyon stations. (see attach) 2. All four existing sites are Class II-2. The two new sites will also be designated Class 1I-2. 3. Orange County will have adequate landfill capacity to last beyond the year 2000. 4. Private collectors make collections in all areas of the County with the exception of the City of Newport Beach, and the Sanitation District `f- service in the Midway City, Westminster area. I 5. The solid waste disposal systems are placed to accommodate continuing I i development within the County. 6. The impacts of increased population include expanded collection service by the collectors and an increase in the amount of refuse to be disposed. The estimated generation is approximately 7.5 lbs. per person per day. II The above information is considered sufficient to answer most questions regarding solid waste management in Orange County. If more detail is required, do not hesitate to call us. 1 Very trul .�vours, '.� ` D. G. Poer, Manager DP:kh Att. 75D-378 I • Duaua urm) (Imperial Hwy. to Valencia, then North) Page 3* • SANTIAGO CANYON J*13) (Chapman east to Santiago Canyon Road, then southeast) Page 46* Bee 0CaW?-O' v (>7) . • (4";Iar oV/Z OF - COYOTE CANYON IA?M aF' ..ti 5 A14D �#*5) PAQ- 5/ � (MacArthur Blvd South, South on Bonita Canyon, then South on Coyote Canyon) Page 32* COUNTY OF DRAN6[ DISPOSAL STATIONS *Refers to page number in Thomas Bros Map 1978 Edition • (Ortega tiwy Ae0°asa"i�%'" La Pata then south) Page 66* 75D-379 MAYOR MAYOR 4rn Cam), VKI MAYt IR CIIYMANACLR H. W lu.rudwniq..r A 1. Wd>un ( O11N(II MI MITI K CItYAIlORNIV luhn A, (AU Edward I. C" per Dame)1. Grnrt CLERK Of IHE COUNCIL I- Ogden Markel Janice C. Guy Allied A.e,,atog°° CITY OF SANTA ANA Allred C. $erraw May 18, 1981 20CIVIL '('INIIRPIAZA.P.O.BOX 19R8 RECEIVED SANI A ANA. CALII ORNIA 927112 1AAY 2 - i981 CNVIRC.N.A _NTAL Doris Starnes o:e. Ultrasystem, Inc. 2400 Michelson Drive P.O. Box 19605 Irvine, CA 92715 SUBJECT: FASHION SQUARE REDEVELOPMENT PROJECT Dear Ms. Starnes: A' Your letter of April 24, 1981 to Walter Schraub indicated that you are in the process of preparing an enviromental impact report for the above project. You asked us to answer several questions pertaining to the existing sewer and storm drain facilities. One of the questions pertains to the sewage treatment plant and whether it: has capacity to serve the proposed project. As you may have concluded, our sewer systems are connected to Orange County Sanitation trunk lines, which in turn carry the sewage to their treatment plant in Fountain Valley. The _ administration office 'is located at 10844 Ellis Avenue. We do not envision any capacity problem, but it is advised that you contact an O.C.S.D. rep- resentative for your answer. I The Fashion Square area is served by an 8" sewer in Roe Drive and a 12" sewer in Roe Drive and Main Street. There is sufficient capacity for your proposed alternatives 1 or 2, but alternatives 3 or 4 would require the construction of additional sewer facilities. Drainage should not be a problem, since the area is essentially all paved now. We have a 42" 0 storm drain in Main Street and a 36" b line in Arnett Drive, both of which discharge into Santiago Creek. The northwest portion of Fashion Square drains into an open channel which is part of the state freeway drainage system emptying into the Santa Ana River. If you wish to discuss the above information in greater detail, please call Joseph Hopper at 834-4152. eSincerely, •%� Z"n"Bl� �"urk / Senior Civil Engineer -Design Enclosure: Plan JH/gg 75D-380 PaeftTefephone 3939 E. Coronado Street Fint Floor Anaheim. California 92807 May 12, 1981 Ultrasystens, Inz. P. 0. Box 19605 2400 Michelson. Drive Irvine, Calit. 92715 A -!.:antion: Doris Starnes Re: Fashion Square Redevelopment Project EIR Dear Doris: This is in reply to your letter of April 24, 1981, requesting Pacific Telephone's input for the above mentioned EIR. I Our existing underground facilities are represented on the enclosed record sheets (Route 1 Sheets 10, 11, 12). The impact on the telephone network is similar for any of the four alternatives, in that a reinforcement of the network would be necessary. The degree of this reinforcement would vary from, new cables being pulled into existing conduit systems, to, new conduit and cable systems being built. In any case, the existing facilities are inadequate to serve the proposals set forth in your letter. I' Lead time is of the utmost importance in projects of this type. We emphasize the fact that Pacific Telephone needs to be kept informed as l to the direction and magnitude of this project to provide service in an adequate and timely manner. I Additional information should be forwarded to us as it becomes available. Should any questions arise, I may be reached at 999-5715. Very trul your , r 5 Marshall B. Andrews Engineer, Liaison MBA:kc Enclosures 75D-381 ORANGE COUN1Y DIVISION • V. O. BOX 3334. ANAHEIM. CALIF. 92003 May 1, 1981 Ultrasystems, Inc. P.O. Box 19605 2400 Michelson Drive Irvine, CA. 92715 Attn: Doris Starnes; Project Manager Subject: Fashion Square Redevelopment Project RECEIVED joy F11V1 R;:N q,LN IAL (;me+C? Inv. This letter is not to be interpreted as a contractual commitment to serve the proposed project, but only as an information service. Its intent is to notify you that the Southern California Gas Company has facilities in the area where the above -named project is proposed. Gas service to the project could be pro- vided from an existing main as shown on the attached atlas sheet without any significant impact on the environment. The service would be in accordance with the Company's policies and extension rules on file with the California Public Utilities Commission at the time contractual arrangements are made. The availability of natural gas service, as set forth in this letter, is based upon present conditions of gas supply and regulatory policies. As a public utility, the Southern California Gas Company is under the jurisdiction of the California Public Utilities Commission. We can also be affected by actions of federal regulatory agencies. Should these agencies take any action which affects gas supply or the condition under which service is available, gas service will be provided in accordance with revised conditions. Estimates of gas usage for non-residential projects are developed on an in- dividual basis and are obtained from the Commercial -Industrial Market Services Staff by calling 213-689-2o41 or 213-689-2062. We have developed several programs which are available, upon request, to provide assistance in selecting the most effective applications of energy conservation techniques for a particular project. If you desire further information on any of our energy conservation programs, please contact this office for assistance. ,5 l G/es attach. 1 ( Sincerely, J. D. Allen Technical Supervisor 75D-382 V: i i MUM OFFICE OF THE CHIEF OF POLICE )4 CIVIC CENTER PLAZA . SANTA ANA + CALIFORNIA 92701 RECEIVED May 18, 1981 MAY 19 i981 ENV in: NN: NUL Ms. Doris Starnes, Project Manager Environmental Studies Ultra Systems Incorporated 2400 Michelson Drive Irvine, Ca. 92715 Subject: E.I.R. For Proposed Fashion Square Redevelopment Protect ,i Dear Ms. Starnes: The following comments and recommendations are in response to your request: 1. Below is a breakdown of crime for this area which is identified as reporting district 161. The rating for this district is based on a total of 128 reporting dis- trict. This reporting district is one of nine that is policed by a total of twenty officers on a 24-hour seven day a week basis. INCIDENTS 1979 1980 Calls 120 123 Arrests 116 126 Crimes 120 122 Accidents 118 122 Residential Burglary 98 104 Commercial Burglary 62 120 Auto Burglary 98 119 C+ 121 122 Robbery 100 105 larceny 123 124 2. There is currently no singular major police problem associated with this reporting district. Crimes that can reasonably be expected to increase with this multi -faceted development would be larceny, crimes against persons, auto thefts, auto burglaries, and commercial burglaries. These increases will require additional police and equipment to properly patrol and respond to the needs of the citizens and business owners. 75D-383 i Ms. D. Starnes May 18, 1981 Page 2. 1 3. The City of Santa Ana has a Building Security Ordinance that effects all new construction, but consideration ( should be given to the development of an internal security force for the regional shopping center that you are pro- posing. Such a security force would be available to respond i rapidly to individual business and customer needs and their mere presence would have a deterrent effect on crime. The overall effects of this development on police services are difficult to measure and are dependent on the final plan that is selected. The police department is available and ready to assist in this project to insure that security needs are met. L Should you have` any questions regarding this matter, please feel free to contact Officer R. Helton in our Crime Prevention Unit at 834-4169. Sincerely, RAYMOND C. DAVIS __Chief of Police Robe I. � tebbins a tain ..- Administration Division RCD:RHS:Rii:img cc: file L L I 75D-384 75D-385 ADDENDUM (ER 96-033) TO THE ENVIRONMENTAL IMPACT REPORT FOR PROPOSED MAINPLACE/SANTA ANA EXPANSION Prepared, for: City of Santa Ana Submitted by: Jones & Stokes Associates, Inc. April 4, 1996 75D-386 ADDENDUM (ER 96-033) TO THE ENVIRONMENTAL IMPACT REPORT FOR PROPOSED MAINPLACE/SANTA ANA EXPANSION Prepared for: City of Santa Ana Planning and Building Agency 206 W. Fourth Street Santa Ana, CA 92702 Submitted by. - Jones & Stokes Associates, Inc. 2151 Michelson Drive, Suite 136 Irvine, CA 92715-1312 Contact: John Westerrtteier 714/260-1080 April 4, 1996 75D-387 1 Table of Contents SUMMARY....................................................... ....1 INTRODUCTION.......................................................2 EXISTING AREA DESCRIPTION.........................................2 PROPOSED EXPANSION ................................................ 3 CEQA COMPLIANCE .............................. . .................. 4 ANALYSIS............................................................5 LandUse........................................................5 Soils and Geology.................................................5 Hydrology.......................................................5 Biota............................................................6 Archaeology......................................................6 Traffic and Circulation .............................................. 6 Existing Roadway System ..................................... 6 Existing Intersection Analyses ................................. 7 Existing Pius Entitled Project Conditions ......................... 8 Impacts...................................................10 Noise..........................................................16 Environmental Setting.......................................16 Impacts........................ ................. .....17 Air Quality......................................................18 Environmental Setting ....................................... 18 Impacts...................................................19 Shade/Shadow, Solar Glare, Illumination .............................. 20 Aesthetics.......................................................23 Housing/Population...............................................23 JohnWayne Airport...............................................24 Public Services and Utilities ........................................ 24 Energy Conservation..............................................24 PERSONAL COMMUNICATIONS ........................................ 25 LIST OF PREPARERS .................................................. 25 BIBLIOGRAPHY......................................................26 i 75D-388 LIST OF TABLES AND FIGURES Tables Table 1. Existing Conditions Intersection Capacity Analyses ................. 9 Table 2. Entitled Projects Trip Generation .............................. I 1 Table 3. Existing Plus Entitled Projects Conditions Intersection Capacity Analyses..........................................12 Table 4. Project Trip Generation ...................................... 13 Table 5. Existing Plus Entitled Plus Project Conditions Intersection Capacity Analyses..........................................14 Table 6. Maximum Pollutant Emissions Generated During Construction of Proposed Main Place Modifications .......................... 21 Table 7. Operation -Related Emissions for the Proposed Main Place Modifications ..................... ......................22 Figures Figure 1. Site Plan ....................................... Follows Page 2 Figure 2. Main Street at Town & Country Recommended Cumulative Mitigation ........................... Follows Page 15 ii 75D-389 Addendum to the EIR for MainPlace/Santa Ana SUMMARY This document was prepared for the City of Santa Ana and is an Addendum to a .Environmental Impact Report (EIR) which addresses the potential impacts associated with the proposed expansion of the MainPlace Regional Shopping Center. MainPlace was previously known as the Fashion Square Commercial Center. The Fashion Square Commercial Center EIR, certified :in 1983 by the City of Santa Ana, analyzed the impacts of a development consisting of 1.5 million square feet of leasable office space, 1.6 million square feet of gross leasable retail space and a 1,200 hotel guest rooms. The existing MainPlace Regional Shopping Center consists of approximately 1.1 million square feet of leasable retail space. The proposed expansion consists of the following: ■ Removal of an existing Bank of America modular banking facility and construction of an Automated. Teller Machine (ATM) drive -through facility. ■ Construction of a restaurant (8,000 square -feet) and an approximately 70,000 square -foot cinema. ■ Expansion of an existing department store (69,000 square feet) and a two level parking deck. The overall expansion is approximately 150,000 square feet bringing the total area of the shopping center to approximately 1.25 million square feet. An analysis was conducted of the issues addressed in the Final Fashion Square Commercial Center EIR (Fashion Square EIR) as well as a review of other potential environmental issues. This review concluded that impacts identified in the Fashion Square EIR were much greater that the impacts associated with the existing facility plus the proposed expansion. Therefore, no new significant effects or an increased severity of previously identified impacts were identified. Additionally, no new information of substantial importance which was not previously known at the time of the Fashion Square EIR were identified. Addendum EI far Matn place/Santa Ana RR96 3) Aprt! 4, l996 page / la project No. 96.066 75D-390 INTRODUCTION This Addendum to the Final EIR for the Fashion Square Commercial Center (now known as MainPlace) has been prepared for proposed modifications of 147,000 square feet to three areas of the existing MainPlace Regional Shopping Center, located in the City of Santa Ana, on a site surrounded by the Santa Ana Freeway (I.5), the Garden Grove Freeway (SR-22), and North Main Street. This addendum has been prepared in accordance with the California Environmental Quality Act (CEQA) based on a previously certified EIR, The Final EIR for the City of Santa Ana Redevelopment Project: Fashion Square Commercial Center (Fashion Square EIR) prepared September 1983, and certified in 1983. The Fashion Square Center has subsequently been renamed MainPlace and is regarded as a regional shopping center. The Final Fashion Square EIR proposed the rehabilitation and redevelopment of the site as a mixed use commercial complex consisting of an ultimate intensity of 1,500,000 square feet of leasable office space, 1,600,000 square feet of gross leasable retail space, and 1,200 hotel guest rooms totaling 979,200 square feet. The project required the demolition of the then existing Main Street Center (163,403 square feet of leasable area) and the construction of new retail and/or office buildings in its place. The then existing Fashion Square Center comprised 521,725 square feet of leasable area which was incorporated into the renovation of the current MainPlace Regional Shopping Center. EXISTING AREA DESCRIPTION MainPlace is a regional shopping center located in the City of Santa Ana which serves all of central Orange County. There is currently 1,108,080 square feet of retail floor area in the center, including four anchor stores (Bullocks, Nordstrom, and two Robinson's-May). The property has three parking facilities, two of which are located in the northwest comer of the site adjacent to the I-5/SR-22/SR-57 interchange, and one between Main Street and Nordstrom. The Layout is shown in Figure 1. The remainder of the property is surface parking. The total available existing parking spaces is 4,987 spaces. The surrounding land uses include the Garden Grove Freeway (SR 22) on the north; the Santa Ana Freeway (I-5) on the west; commercial uses including the Fidelity Federal Tower and other office buildings to the south; and, Polly's Pies, vacant land slated for the Main Street Concourse, and the Town & Country Shopping Center located in the City of Orange to the east. Of note is that the existing square footage of 1,108,080 square feet is approximately 27 percent of the 4,079,200 square feet which was proposed and analyzed in the Fashion Square EIR. Atiendarn T m—for Main Piacelsanta Ana (GR96•63) April 4. Page a ® j 96 Project No. 96,066 75D-391 I gl r 11 75D-392 PROPOSED EXPANSION The proposed expansion involves site plan revisions and expansions in three areas of the project site. The expansions total an additional 147,000 square feet and are designated as areas 1, 2, and 3, shown on Figure 1. A description of each of these area expansions follows: Area 1: Removal of the existing Bank of America modular banking facility from the surface parking lot bordered by Main Street and SR-22 Freeway. This is located on the northeast corner of the MainPlace site. The area of the removed facility will be resurfaced to provide parking spaces. Drive through automated teller machines (ATMs) will be constructed in the corner of the site adjacent to Bedford Drive and the SR-22 Freeway which is slightly northeast of the existing modular banking facility. ■ Area 2: Construction of an on -grade restaurant containing approximately 8,000 square feet of floor area on the west side of MainPlace in the area of the former Rogers Gardens outdoor area. This location has exposure to MainPlace Drive and the 1-5 Freeway. Part of the restaurant will be located below a new two -level cinema of approximately 70,000 square feet that will provide for a 3,000 seating capacity. The first level of the new cinema will be located at the same elevation of the second level of the existing mall including the existing food court and existing cinema. This level will maintain its current fire department access and vehicular circulation with only minor modifications. ■ Area 3: A three -level expansion of the existing Robinson's-May Store #1 located on the south end of MainPlace. The expansion will be brought eastward of the existing store toward Main Street and add approximately 69,000 square feet of initial planned floor area to the existing store. Modification to the existing grade -level parking area located on the east side of Robinson's-May, adjacent to Main Street, and south of the existing parking deck will also be constructed. This expansion will be a two -level parking deck and will accommodate 416 parking spaces. Pedestrian access from the second level of the anchor expansion to the parking facility will be provided along with a pedestrian and vehicular connection from the existing deck to the new parking facility. City parking standards for the proposed expansion would require an additional 1,425 spaces. However, these are development standards for strip mall development. No standards are in place for a regional shopping center. The City is considering granting a variance for the parking requirement. Parking that is planned for the proposed expansion will include an additional 182 spaces over the existing 4,987 spaces which will bring total parking to 5,169 spaces, and total required code parking to 6,412 spaces. The variance, if granted, will provide relief for 1,243 spaces. Addendum 61 for Math 77acelSanta Ana (GR96.033) I April Q, 1996 Page 3 Project No. 96.066 75D-393 The City is also considering granting variances for setback and landscaping for the expansions. The required setback is 15-feet and the proposed parking stricture would be constructed within the 15-foot setback. The variance would allow for the expansions without having to bring the entire 53 acres into compliance. The variance for landscaping would allow for various plant groupings and clusters instead of the code required 1 planter for each 10 parking spaces throughout all surface parking areas. CEQA COMPLIANCE An addendum EIR (14 Cal Code Reg 15164) is prepared under the CEQA when changes and additions to a previously certified MR are necessary, but none of the conditions pursuant to a subsequent EIR (14 Cal Code of Reg Section 15162) occur as follows: ■ where major revisions of the previous EIR result in substantial changes due to the involvement of new significant environmental effects or an increased severity of previously identified significant effects; ■ where substantial changes occur with respect to the circumstances under which the project is undertaken which require major revisions of the previous EIR due to new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or ■ new information of substantial importance which was not previously known at the time the previous EIR was certified. The proposed expansion would not require major revisions of the Fashion Square EIR because no new significant environmental effects or increased severity of previously identified environmental effects would occur. No substantial changes in the circumstances related to this expansion have been identified. Therefore, no major revisions to the previous EIR are necessary. Since the certification of the Fashion Square EIR, no new information of substantial importance has been identified. Eased on these findings, the City of Santa Ana, lead agency, has determined that a subsequent EIR is not required. Addendum ElRfor Main Place/Santa Ana(ER96.033) A7117, 7 99 Page 4 IN Project No. 96.066 75D-394 ANALYSIS The impact analysis follows the same order of discipline headings that were presented in the Fashion Square EIR. Land Use The proposed additions are within the approved square footage for the existing retail shopping complex. The addition is consistent with the current land use. No land use impacts would result. To comply with City standards for parking, the proposed expanded shopping center would require 6,412 spaces. However, only 5,169 spaces are being provided, and the City would need to grant a variance for the difference in parking. This is based on the City requirements for strip mall developments, which are considerably different fiom a regional shopping mall. In conversation with the City of Santa Ana Case Planner, Jeffrey Race (pers. comm.,.March 22, 1996), some parking crowding may occur during the Christmas holiday season. No other parking crowding is anticipated and the impact is not considered significant. As part of the project, the City is considering a variance on the setback distance for the new parking structure. If allowed, no significant impacts would result from implementation of this setback. Soils and Geology The Fashion Square EIR identified no soils and geology constraints or problems with the then proposed development. The current proposed expansion will not result in any adverse soils or geology impacts. No impacts or additional mitigation over that which is included in the Final Fashion Square EIR is required. Terms of the participation agreements already in place for responsibilities regarding soils and seismic reports shall remain in force. Hydrology Because the site is already paved, the incorporation of new structures and parking areas, will not result in increased amounts of runoff. Consistent with the determination of the Fashion Square EIR, existing drainage facilities should be adequate to serve the site modifications. Improvements Addendum rIR7or Main Placef.SantaAna (R96A9) MAprit 4. I996 Page 5 LUZA Project No. 96.066 75D-395 will be pursuant to the City's standard building permit approval process. The impacts or additional mitigation over that which is included in the Final Fashion Square EIR is required. Biota The site is entirely developed and vegetation is comprised of introduced ornamental trees, shrubs and grasses. Consistent with the Fashion Square EIR, there is no native vegetation. No impacts will occur from the proposed expansion. The City will require decorative landscaping as part of the final plan approval process. A variance for landscaping that would allow for plant groupings and clusters, rather than the required one planter for each 10 parking spaces is being considered. , Archaeology The Fashion Square EIR refers to a records search that was completed for that EIR. No sites were recorded on the site. Because the site is entirely paved and developed, it is not anticipated that archaeological sites are present under the areas of the proposed expansion modifications. No impacts are expected. Traffic and Circulation Existing Roadway System EremLus The area is served directly by three freeways, the Santa Ana (1-5), the Garden Grove (SR-22) and the Orange (SR-57), and indirectly by a fourth, the Costa Mesa (SR-55). The I-5 Freeway has been undergoing major improvements over the last several years which has included widening of the freeway mainline to add two additional lanes in each direction and high occupancy vehicle (HOV) lanes, and accompanying improvements to the ramp system. In particular, improvements to the 1-5 ramps at 17th Street, Buffalo Street and Santa Clara Avenue were completed in mid• 1995, Ramp improvements, including HOV access ramps, are ongoing at Edgewood Road and improvements to the I-5/SR-22 interchange were completed in late 1995. These improvements have resulted in improved traffic flow along the 1.5 Freeway and between the I-5 and the Garden Grove Freeways, particularly during peak traffic periods. However, some slowing continues to occur in the vicinity of the I.5/SR-22 interchange on both the 1-5 Freeway and the SR-22 Freeway during peak traffic hours. Addendum ElRfor Main Place/Santa Ana (E)?96.033) April 4,1996 Page 6 go Projece No. 96.066 75D-396 The following arterials surround and provide access to/from MainPlace Mall: Main Street: This six -lane roadway provides direct access to/from the site at the signalized intersections of Main Street and Town & Country, and Main Street at MainPlace Access Drive. In the vicinity of MainPlace Mall, Main Street has three lanes in each direction with turning lanes at intersections and a median. Memory Lane: Extending east of Main Street, south of MainPlace Mall, Memory Lane is a six -lane arterial. It intersects Lawson Way, providing access to SR-22. Memory Lane is anticipated to provide primary access, along with Main Street, to the planned Main Street Concourse mixed -use development. MainPlace Drive: MainPlace Drive is a four -lane loop road surrounding the mall. It intersects Main Street at the signalized intersections at Memory Lane and at Town & Country. MainPlace Drive carries predominantly mall -oriented traffic, and as such, carries low levels of traffic compared to its potential capacity. Town & County Road: This four -lane roadway extends east of Main Street at the north end of the project site. Town & Country Road has an interchange with eastbound Route 22 at a four-way stop controlled intersection. Existing Intersection Analyses The following intersections were analyzed as part of the original traffic study for the Fashion Square EIR: Main Street at: Chapman Avenue Almond Avenue Culver/Stewart La Veta Avenue Town & Country Road Edgewood Road Santa Clara Avenue Buffalo Avenue 1 ith Street at: Spurgeon Street Penn Way Valencia Avenue Santiago Avenue Lincoln Avenue Addendum FIR -for Alain Place Santa Ana (EW.033) April4,1996 Page 7 W Project No. 96-066 75D-397 Grand Avenue Grand Avenue/Glassell Street: Santa Clara Avenue WB Garden Grove Freeway Ramps EB Garden Grove Freeway Ramps La Veta Avenue La Veta Avenue at: Pepper Street WB Garden Grove Freeway Ramps Town & Country Road at: EB Garden Grove Freeway Ramps. With the implementation of the 1-5 widening, Valencia Avenue no longer intersects 17th Street, therefore this intersection has been eliminated from the current analysis. Three additional intersections have been added as part of this analysis: Main Street at Memory Lane Main Street at MahiPlace Access Drive MainPlace Drive at Broadway. Intersection capacity analyses were conducted for each of the 23 study intersections to determine present operating conditions and level of service. Using existing geometrics and traffic volumes for the AM and PM peak hours, the Intersection Capacity Utilization methodology for intersection analyses was conducted. Table 1 presents volume -to -capacity (V/C) ratios and levels of service (LOS) for each of the study intersections. As shown in Table 1, all study intersections are operating at an acceptable LOS D and better under existing AM peak hour conditions. During the PM peak hour existing conditions, the intersections of La Veta Avenue at SR-22 westbound ramps, and Grand/Glassell at SR-22 westbound ramps are operating at an unacceptable LOS E and F. Existing Plus Entitled Project Conditions "Entitled" projects are those projects which have already been approved for development but have not yet been completed and are therefore not yet generating traffic. By estimating the traffic volumes which would be generated by entitled projects and adding that traffic to the surrounding roadway system and study intersections, a more realistic background condition is created, reflecting how the roadway system will function when carrying all traffic likely to be on the roadways when the proposed development is completed, Addendum BIRfor Main Place/Santa Ana (6R96•033) April 4, 1996 Page 8 Ku Project No. 96-066 75D-398 Table 1 Existing Conditions Intersection Capacity Analyses ExistingConditions Date PM Peak Mour Intersection V/C LOS Counted Main Street at: Chapman Avenue 0.85 D 05/93 Almond Avenue 0.59 A 08/95 Culver/Stewart 0.71 C 11/95 La Veta Avenue 0.83 D 09/95 Town & Country Road 0.67 B 09/95 Memory Lane 0.52 A 09193 Edgewood Road 0.49 A 09/95 Santa Clara Avenue 0.61 B 09/95 Buffalo Avenue 0.50 A 09195 17th Street 0.76 C 03/93 Broadway at: Main Place Drive 0.39 A 03/93 17th Street at: Spurgeon Street 0.56 A 03193 Penn Way 0.74 C 03/93 Santiago Avenue 0.60 A 09191 Lincoln Avenue 0.78 C 10/91 Grand Avenue 0.74 C 03/95 Grand Avenue/Glassell Street: Santa Clara Avenue 0.68 B 06/91 WB SR-22 Fwy Ramps 1.07 F 02194 EB SR-22 Fwy Ramps 0.67 B 02/94 La Veta Avenue 0.68 B 02/94 La Veta Avenue at: Pepper Street 0.87 D 11/95 WB SR-22 Fwy Ramps 0.94 E 09/95 Town & Country Road at: EB SR-22 Fwy Ramps 0.04 B 09/95 Source: Korve Engineering, Inc., March, 1996. AddendnmVIRJorMafn Place&antaAna (ER 6.033)Kam April 4,1996 Page 9 Uas Project Na 96.066 75D-399 The most significant entitled project in the vicinity of MainPlace is Main Street Concourse. Table 2 shows the land uses to be developed as part of Main Street Concourse and their estimated trip generation. Table 3 presents the V/C ratios and LOS of the 3 study intersections under existing plus entitled projects conditions. Review of Table 3 shows that 2 additional intersections are projected to operate at unacceptable levels of service E or worse during the PM peak hour with the addition of traffic attributable to the entitled projects, for a total of 4 study intersections operating at LOS E or worse. These intersections are: Main Street at Chapman Avenue Main Street at La Veta Avenue La Veta Avenue at SR 22 WB Ramps Grand/Glassell at SR 22 WB Ramps Impacts Project Trip Generation Trip generation estimates were prepared for the proposed MainPlace modifications using the Institute of Transportation Engineers' Trip Generation, Fifth Edition. Table 4 shows the estimates of project trips for daily, AM peak hour and PM peak hour conditions. The proposed expansion is projected to generate approximately 1,235 trips during the PM peak hour. Project Trip Distribution and Assignment Project trips were distributed and assigned to the local area and regional street system based on trip distribution patterns derived from the original traffic study for the Fashion Square EIR and on the Transportation System Improvement Area Model. This traffic forecasting model was developed by Austin -Foust Associates to evaluate the potential traffic related impacts of proposed developments within the Main Street Corridor, of which MainPlace was one. Intersection Capacity Analysis Project traffic has been added to the existing plus entitled project traffic volumes, and the 23 study intersections have been analyzed. Table 5 presents the V/C ratios and LOS of the 23 study intersections including existing, entitled projects and proposed expansion traffic. Review of Table 5 shows that, with the addition of project traffic, no additional intersections are projected to operate at unacceptable levels. The following four intersections which were projected to operate at LOS E or worse during the PM peak hours with the addition of entitled project traffic would continue to operate at unacceptable levels with the addition of proposed project traffic. They are: Addendum 6lRjorAtainFace/SantaAna (GR96A33) ® ApW4,1996 Page !0 Project No. 96.066 75D-400 Table 2 1 Entitled Projects Trip Generation I I I Daily Trips PM Peak Hour Trips In Out Main Street Concourse: Office 931,075 sq. ft. 8,698 224 1,183 Retail 224,960 sq. ft. 15,867 625 687 Restaurant 9,200 sq. ft 1,848 97 86 Hotel 360 rooms 3,045 126 105 Cinema 27,400 sq. ft. 2,131 33 135 Health Club 29,000 sq. ft. 1,371 82 82 Residential 280 d.u.s. 1,278 74 42 TOTAL 34,236 1,261 2,320 Source: Traffic Study for Main Street Concourse, CKS Associates Addendum ElRjar Main Place&5 nta Ana (ER96.033) � Aprlf 4, 1996 Page 11 Project No. 96.066 75D-401 Table 3 Existing Plus Entitled Projects Conditions Intersection Capacity Analyses Existing Conditions Existing + Entitled Conditions PMPeak Hour PM Peak Hour Intersection Vic LOS V/C LCS Main Street at: Chapman Avenue 0.85 D 0.93 E* Almond Avenue 0.69 A 0.64 B Culver/Stewart 0.71 C 0.75 C La Vets Avenue 0.83 D 0.92 E* Town & Country Road 0.67 B 0.81 D Main Place Parking 0.51 A 0.87 D Memory Lane 0.52 A 0.84 D Edgewood Road 0.49 A 0.72 C Santa Clara Avenue 0.61 B 0.72 C Buffalo Avenue 0.50 A 0.67 A 17th Street 0.76 C 0.84 D Broadway at: Main Place Drive 0.39 A 0.45 A 17th Street at: Spurgeon Street 0.56 A 0.56 A Penn Way 0.74 C 0.75 C Santiago Avenue 0.60 A 0.62 B Lincoln Avenue 0.78 C 0.79 C Grand Avenue 0.74 C 0.75 C Grand Avenue/Glassell Street: Santa Clara Avenue 0.68 B 0.68 B WB SR-22 Fwy Ramps 1.07 F 1.07 F* EB SR-22 Fwy Ramps 0.67 B 0.67 B La Veta Avenue 0.68 B 0.76 C Le vets Avenue at: Pepper Street 0.87 D 0.88 D WB SR-22 Fwy Ramps 0.94 E 1.23 F* Town & Country Road at: EB SR-22 Fwy Ramps 0.64 B 0.83 D Source: Korve Engineering, Inc., March, 1996. Addendum EIRjor Main Place/Santa Ana(RR96.033) in Aprl 4, 1996 Page 11 Project No. 96.066 75D-402 Table 4 Project Trip Generation PM Peak Hour Daily Rate In Out Proposed Uses Units Rate Retail 69,000 sq. ft. 73.56 3.09 3.09 Restaurant 8,000 sq, ft. 200.89 10.56 9.37 Cinema 70,000 sq, ft. 77.79 6.77 0.37 Drive-Thru ATM 4 stations 26.29 28.48 Source: Institute of Transportation Engineering, Trip Generation, 5th Ed. PM Peak Hour Daily Trips in Out Proposed Uses Units Trips Retail 69,000 sq. ft. 5,076 214 214 Restaurant 8,000 sq. ft. 1,607 84 75 Cinema 70,000 sq. ft. 5,446 404 26 Drive-Thru ATM 4 stations 105 114 TOTAL 12,1281 8071 428 Source: Korve Engineering, Inc„ March, 1996. Addendum &Rfor a/n Place/Santa Ana (ER96433) � April 4. 19 6 Page 13 Project No. 96466 75D-403 Table 6 Existing Plus Entitled Plus Project Conditions Intersection Capacity Analyses Existing Condition Existing + Existing + Entitled + Entitled Conditions Project Conditions PM Peak Hour PM Peak Hour PM Peak Hour Intersection V/C L05 V/C L08 !C LOS Main Street at: Chapman Avenue 0.85 D 0.93 E* 0.95 E* Almond Avenue 0.69 A 0,64 B 0.66 B Culver/Stewart 0.71 C 0.75 C 0.76 C La Vets Avenue 0.83 D 0.92 E* 0.94 E* Town & Country Road 0.67 B 0.81 D 0.83 D Main Place Parking 0.51 A 0.87 D 0.90 D Memory Lane 0,52 A 0.84 D 0.87 D Edgewood Road 0.49 A 0.72 C 0.74 C Santa Clara Avenue 0.61 B 0.72 C 0.74 C Buffalo Avenue 0.50 A 0.57 A 0.69 A 17th Street 0.76 C 0.84 D 0.85 D Broadway at: Main Place Drive 0.39 A 0.45 A 0.53 A 17th Street at: Spurgeon Street 0.66 A 0.56 A 0.56 A Penn Way 0,74 C 0.75 C 0.75 G Santiago Avenue 0.60 A 0.62 B 0.62 B Lincoln Avenue 0.78 C 0.79 C 0.79 C Grand Avenue 0.74 C 0.75 C 0,76 C Grand AvenueiGlassell Street: Santa Clara Avenue 0.68 B 0.68 B 0.68 B WB SR-22 Fwy Ramps 1.07 F* 1.07 F* 1.07 F* ES SR-22 Fwy Ramps 0.67 B 0.67 B 0.67 B La Vets Avenue 0.68 B 0.76 C 0.76 C La Vets Avenue at: Pepper Street 0.87 D 0.88 D 0.90 D WB SR-22 Fwy Ramps 0.94 E* 1.23 F* 1.23 F* Town & Country Road at: EB SR-22 LU Ramps 0.64 B 0.83 D 0.85 D Source: Korve Engineering, Inc., March, 1996. Addendum E7R far Main /'lace/Santa Ana (ER96-033) April4, 1996 Page 14 � Project No. 96.066 75D-404 Main Street at Chapman Avenue Main Street at La Veta Avenue La Veta at SR-22 WB Ramps Glassell Avenue at SR-22 EB Ramps The capacity values used in this analysis were consistent with those used in the 1983 Traffic Study for Fashion Square, which were 1500 vehicles per lane per hour for left turn lanes and 1600 vehicles per lane per hour for through and right turn lanes. Recently, both the City of Orange and the City of Santa Ana have assumed 1700 vehicles per lane per hour for all lanes. The increase in assumed capacity was based on current traffic flow characteristics within these cities. Assuming the revised capacity values, only two intersections would be projected to operate at unacceptable levels: La Veta at SR-22 WB Ramps Glassell Avenue at SR-22 EB Ramps Eight traffic -related mitigation measures were identified in the Fashion Square EIR. Most of these mitigation measures have been implemented during the initial phases of development of MainPlace with the following exception: "Provide funding for the construction of a pair of new freeway ramps on the west side of Fashion Square linking the Santa Ana Freeway with a public road surrounding the project." The direct rumps to/from the I-5 Freeway have not been implemented on a permanent basis although they have been used for temporary freeway access during the 1.5 widening. There may be some reconsideration of this mitigation measure, based on current Caltrans policy regarding dedicated ramps to private development. Also, there may be an opportunity to augment ramp capacity in a way which would provide greater area -wide benefit. In addition, significant improvements to the circulation system have been implemented as part of the I-5 widening project and the planned Main Street Concourse project. These include: ■ Completion of the Broadway overcrossing and reconfiguration of the I-5 fteeway ramps, providing more direct access to Broadway and MainPlace. ■ Widening of Owens Drive (now called Memory Lane) east of Main Street and reconfiguration of the intersection of Owens Drive at Main Street. ■ Enhancements to the intersection of Main Street at MainPlace Access Drive. ■ Improvements to intersection of Main Street at MainPlace Drive/Town & Country Road (see Figure 2). Adderc d unt E/R far Main Place Santa Ana (ER96-033) Apr!/ 4, 1996 Page is � Project No. 96-066 75D-405 f 134 N CZ Q a tL } Ow r02 tt� U U 00 W O ZW Qg O 4W ui w 0 M z 75D-406 ■ Improvements along La Veta Avenue, including the intersection of Main Street at La Veta Avenue and La Veta Avenue at Pepper Street. These improvements in combination with the mitigation measures originally identified for the Fashion Square EIR, which have already been implemented, will provide adequate roadway capacity to accommodate estimated traffic to be generated by the proposed expansion. The proposed expansion modifications are not estimated to result in any additional significant impacts compared to those identified in the Traffic Study for Fashion Square EIR. The measures identified to mitigate the anticipated impacts of the Fashion Square Commercial Center served to mitigate a much larger project than the proposed expansion and that which exists as MainPlace. The measures are more than adequate to mitigate the estimated impacts of the proposed MainPlace expansion. Noise Environmental Setting As discussed in the Fashion Square EIR, vehicle traffic is the primary source of noise in the project area. Major roadways previously described in that EIR continue to be the primary sources of traffic noise in the area. The extension of Broadway Street over the Santa Ana freeway which provides an additional link for traffic between the project site and the west side of the Santa Alfa freeway has been completed. A noise barrier along the west side of Broadway Street between the freeway and Santa Clara Avenue has been completed. The Fashion Square EIR reports the results of sound level measurements that were taken in the residential area which is located near Memory Lane (formerly Owens Drive) and Main Street. Measurements were taken during the peak afternoon traffic period at the three locations depicted in Figure 28 of the Fashion Square EIR. 12-minute average sound levels were 64 dBA, 57 dBA, and 52 dBA respectively at Positions 1, 2, and 3. Sound levels reported in the Fashion Square EIR have likely increased in the time since those measurements were taken. Noise from traffic is proportional to the volume of traffic. A rule of thumb is that a doubling of the traffic volume is needed to increase traffic noise by 3 dB, and a tripling of traffic volume would be needed for a 5 dB increase in noise, generally considered to be the threshold of a distinctly perceptible increase in noise. Since the time the Fashion Square EIR was prepared, the amount of retail space at the center has increased from approximately 522,000 square feet to 1,100,000 square feet or a factor of about 2:1. This corresponds to about a 3 dB increase in traffic noise for the immediate area and access to MainPlace parking. Accordingly, existing peak period sound levels are estimated to be 67 dBA, 60 dBA, and 55 dBA respectively at the three positions where measurements were previously taken. A 3 dB increase in traffic noise implies that the contours depicted in Figure 28 in the EIR would expand to a distance of about 1.5 times the distances to the associated roadways shown in Figure 28. Addendum E1Rfor Matn Place/Santa Ana (F.R96-033) M Project 1996 Page 16 ect No. 96-066 75D-407 In urban settings, peak period average sound levels are generally within 1 to 2 dB of Community Noise Equivalent Level (CNEL) and Day -Night Noise Level (DNL) values. The CNEL descriptor requires that an artificial increment of 5 dBA be added to the actual noise level for the hours from 7:00 to 10:00 p.m. and 10 dBA for the hours from 10:00 p.m. to 7:00 a.m. Tile DNL descriptor uses the same methodology except that there is no artificial increment added to the hours between 7:00 and 10:00 p.m. Both descriptors give roughly the same 24-hour level with the CNEL being only slightly higher. For the purposes of this discussion, peak period sound levels are considered to be equivalent to DNL values. The City of Santa Ana General Plan Noise Element identifies the following standards and guidelines for land uses: Residential, low density Residential, medium density Residential, high density Schools Commercial, office Industrial Desirable Maximum CNEL or DNL 55 60 65 60 65 70 Maximum Acceptable CNEL or DNL 65 65 70 70 75 75 Using these guidelines, existing sound levels are considered to be generally consistent with the land uses in the area. Impacts As with the project proposed in the Fashion Square EIR, the proposed expansion modification will generate additional noise in the local area due to demolition of existing on -site structures, construction activities, construction traffic, and project -generated traffic. No pile driving activities will be associated with construction (pers. communication, Ron Brunswig, April 1, 1996). Because the City of Santa Ana noise ordinance (No. NS-1441) limits noise from construction that occurs outside daytime hours and because there are no noise sensitive land uses in the immediate vicinity of the project, construction noise impacts are considered less than significant and no mitigation is required. The Fashion Square EIR identified increases in traffic noise in the range of 3 to 5 dB along Memory Lane (then Owens Drive) within a couple hundred feet of Main Street as a result of the project. These increases corresponded to increasing the uses in the area from about 522,000 square feet of retail space to a total of 1,500,000 square feet of office space, 1,600,000 square feet of retail space, and 1,200 hotel guest rooms. The current project would add 8,000 square feet of restaurant space, a 70,000 square foot cinema, and 69,000 square feet of retail space for a total of 147,000 square feet. Increasing the existing retail floor area of 1,108,000 square feet by 147,000 square feet AMend= EIR for Ma1n Place/Santa Ana (ER06.033) April 4, 1 96 Page 17 10 Project( No. 96.066 75D-408 is estimated to increase existing traffic noise levels in the area by less than 1 dB. Because a 1 dB increase is well below the 3 dB threshold of a perceptible increase, the impact of the project -related traffic noise in the area is considered less than significant and no mitigation is required. Air Quality Environmental Setting Air Quality Standards and Monitoring Data Carbon monoxide (CO) levels are a public health concern when CO combines with hemoglobin and can reduce the rate at which oxygen is transported in the blood stream. Both the cardiovascular system and the central nervous system can be affected. State and federal ambient air quality standards for CO have been set at levels intended to keep CO from combining with more than 15% of the blood's hemoglobin. State and federal CO standards have been set for both 1-hour and 8-hour averaging times. The state 1-hour CO standard is 20 ppm, and the federal 1-hour CO standard is 35 ppm. State and federal standards are both 9 ppm for an 8-hour averaging period. State CO standards are phrased as values not to be exceeded. Federal CO standards are established as values not to be exceeded more than once per year. Both the state and federal 8-hour CO standards, as well as the state 1-hour CO standard, have been violated several times during the last four years in the project region (ARB 1994, 1993, 1992, 1991). Ozone is a public health concern because it is a respiratory irritant that also increases susceptibility to respiratory infections. Ozone causes substantial damage to leaf tissues of crops and natural vegetation, and damages many materials by acting as a chemical oxidizing agent. Ozone is formed by the combination of reactive organic gases (ROG) and oxides of nitrogen (NOx) in the presence of sunlight. State and federal standards for ozone have been set for a 1-hour averaging time. The state 1-hour ozone standard is 0.09 parts per million (ppm), not to be exceeded at any time. The federal 1-hour ozone standard is 0.12 ppm, not to be exceeded more than three times in any 3-year period. Both the state and federal ozone standards have been violated several times during the last four years in the project region (ARB 1994, 1993, 1992, 1991). Health concerns associated with suspended particles focus on those particles small enough to reach the lungs when inhaled because they can lodge in the lungs and contribute to respiratory problems, including permanent lung damage. Fine particles can also interfere with the body's mechanism for clearing the respiratory tract or by acting as a carrier of an absorbed toxic substance. Few particles larger than 10 microns in diameter reach the lungs, so particulate matter smaller than 10 microns in diameter (PM10) is the focus of the state and federal standards. State and federal PM10 standards have been set for 24-hour and annual averaging times. 'The state 24-hour PM10 standard equals 50 micrograms per cubic meter (µg/m') and the federal 24-hour standard is 150 µg/m'. The state annual PM10 standard is 30 µg/m , an annual geometric mean, whereas the federal annual PM10 standard is 50 µg/m', an annual arithmetic mean. Federal and state 24-hour PM10 Page 18 Projea No. 96.066 75D-409 standards may not be exceeded more than I day per year, and both annual standards may not be exceeded at all. Both the annual and 24-hour state PMI O standards have been violated several times during the last four years in the project region (ARB 1994, 1993, 1992, 1991). Attainment Status and Air Quality Planning The project region, located in the Orange County portion of the South Coast Air Basin (SCAB), is classified as a nonattainrnent area for the state and federal CO standards, an extreme nonattaimnent area for the state and federal ozone standards and a nonattainment area for the state and federal PMIO standards (Chico, personal communication, March 26, 1996). The South Coast Air Quality Management District (SCAQMD) is responsible for monitoring air quality and enforcing air quality regulations in the Orange County portion of the SCAB. In 1994, the SCAQMD prepared an air quality attainment plan (AQMP) for the SCAB which included the project region. The ozone portion of this plan forms the ozone SIP for the SCAB. Additionally, the SCAQMD is revising the 1994 AQMP and the revised version is due to ARB in 1997. The PMIO portion of this revised plan, which will later become the PMIO SIP, is due to EPA in February 1997 (Hogo, personal communication, October 27, 1996). Impacts Calculation of Construction Emissions Three sources of construction -related emissions are assessed in this analysis: construction worker vehicles, construction trucks, and construction equipment. Emissions of CO, ROO, NOx, and PMIO generated by construction workers commuting to the project site were estimated by multiplying the maximum number of construction worker trips expected to be made per day times the average trip length and an emission rate for each pollutant. Emission rates were generated using EMFAC7F, release 1.1, a program created by ARB to estimate vehicle emission rates. The maximum number of trips expected to be made during any day of construction was used to ensure that this would be a worst -case analysis. Construction truck emissions were calculated similarly. Exhaust emissions generated by the operation of construction equipment were estimated by multiplying the maximum number of hours of operation of each type of equipment expected to be used on the busiest day of construction by an emission rate for each pollutant. Emission rates for the various types of construction equipment were taken from the document "Compilation of Air Pollutant Emission Factors" (EPA 1985). This document contains emission rates for a broad range of pollutant -producing equipment and activities. The maximum number of pieces of equipment and maximum number of hours of equipment operation expected to occur during project construction was used to ensure that this would be a worst -case analysis. Addendum E1Rfor Maln P acel&nta Ana (ER96.033) - _ - Apri14. 1996 Page 19 Project No. 96.066 75D-410 Dust emissions generated by operation of construction equipment in unpaved areas were estimated by multiplying the maximum number of acres of land expected to be disturbed in a single day during the construction period by a fugitive dust emission rate taken from the EPA document described above. Calculation of Vehicular and Stationary Operation Emissions The Fashion Square EIR included estimates of emissions of CO, ROG, NOx, and PM10 generated by motor vehicles traveling to and from the project site, and the on -site use of natural gas. Emissions of CO, ROG, NOx, and PM10 generated by motor vehicles and on -site natural gas use were estimated for the proposed MainPlace modifications by multiplying the emissions estimated in the Fashion Square EIR by a factor equal to the proposed expansion's square footage divided by the square footage analyzed in the Fashion Square EIR. Construction -Related Impacts As shown in Table 6, construction of the proposed MainPlace modifications would result in the emission of approximately 72 pounds per day (ppd) of CO, 8 ppd of ROG, 75 ppd of NOx, and 119 ppd of PM10. These quantities are clearly below the SCAQMD construction emission thresholds of 550 ppd of CO, 75 ppd of ROG, 100 ppd of NOx, and 150 ppd of PM10. Operation -Related Impacts As shown in Table 7, even though emissions for pollutant emissions generated by the proposed MainPlace modifications are above AQMD thresholds, these emissions coupled with the emissions for the existing center would be well below the quantities generated by the project analyzed in the Fashion Square EIR. Shade/Shadow, Solar Glare, Illumination The Fashion Square EIR examined shade/shadow from the assumption that high-rise buildings could be built onsite. This was assumed at the time based on the square footage that was proposed, and the lack of a finite configuration. That analysis examined multi -story building ranging from 8 to 52 stories at various setbacks from area residential neighborhoods. It was determined that no impacts would result. The existing buildings onsite are no higher than three stories and pose no shade/shadow impacts to offsite structures. The proposed expansions of the testaurant/cinema and the Robinson's-May department store addition are also proposed at a maximum of three stories, will blend with the existing structure, and will not result in any adverse impacts to shade/shadow. Addendum ri for Main Plaae/Santa Ana (ER96.033) Aprll4, 1996 Page 20 Project No. 96.066 75D-411 n c0 N O T (14 en m T T vm co E (a a) O O N 4) 4 a) N �c rna.m 4 c 'S gV, a)oq oxm } N < + M( O C (a U N 4) (a qCr g N 'x ..� a) N 'qi 'C..p E .0 E '7 a) C p 8 N �. SC). N @CC rr��,. c(qq G 0.t a) 2 N R7 q N .112.8 p p w G Cq0) co ° N q C � � N � p7 ..to 0� 'v 12 c N U a7 c . '~ 4 N N CU Cq .Y? .C1 2 q N q q q ' O U .�+" N •N t � iii r q Oa C�C al a) N CmC o j�999jjjj' o c e C c •'^ 4 Ny v- q q C N y7 C to T7 Q N 7 N c°19 � 4 8 5 o f m Ir6 gg a Oi Ca m32 a- CO tea)` m S U v r m'o a a CD O AddenduoiEIR or Main Placedan(aAna(E 96.033) April 4, 199 Page 21 in Project Mo. 96.066 75D-412 Table 7 Operation -Related Emissions for the Proposed Main Place Modifications 1983 Project (t) 1996 Baseline (2) 1996 Addendum (2) Total 1996 (3.3 Million so (1.1 million so (160,000) so (1.25 million so emission emission emission emissions AQMD Pollutant Ibs/day) (Ibs/day) (Ibs/day) (Ibs/day) Thresholds CO 11,995 4,028 545 4,673 550 ROG 674 226 31 267 55 NOX 2,489 836 113 941 55 PM10 305 103 14 117 150 Source: (1) Fashion Square EIR (2) Calculations by Jones & Stokes .0 endumTZRforMalnP7Ze ant5Ana(LR96.033) Aprf(4, 1996 Page 22 Project No. 96-066 75D-413 The Fashion Square EIR also examined the use of reflective materials for building surfaces which could have adverse affects to motorists on area streets. The existing structure was designed and constructed with no such reflective surfaces. It is assumed that the proposed expansions will be constructed ul a manner consistent with the existing structures, and no solar glare is anticipated. No impacts will result. The MainPlace site is part of an area that is largely commercial and produces illumination from signage and parking. The Fashion Square EIR determined that no significant impacts to surrounding land uses would result from project illumination. The proposed modifications represent a small percentage of the already existing structures on the site. No differential in illumination will result from the proposed additions. No impacts will result. Aesthetics The proposed modifications represent a small percentage of the structures already in place. The City will require that the new modifications blend with the existing structure. The proposed modifications are similar in height at three stories to the existing structures and will not result in any obtrusive or out -of -scale visual elements. The visual appearance of the proposed modifications will not result in any significant adverse impacts. Housing/Population Based on the projected employment figures that were generated in the Fashion Square EIR, for a commercial/retail establishment, I employee is required for every 500 square feet of space. For the proposed expansion of approximately 147,000 square feet, then, approximately 300 new employees may be required. That would be 138 persons for the expanded Robinson's-May department store, and approximately 160 persons for the cinema complex and restaurant. It can be assumed that less employees per square foot would be required for the cinema complex, however, a greater number are required in restaurant operations. It is typical that most employees will be hired from the local surrounding community, especially with a higher unemployment rate that is currently being experienced in central Orange County. The exception may be higher -level managerial personnel who may commute. The number of new hires will not have an effect on the demand for new housing in the area, and will not create a significant inflow of persons relocating to the area. No significant impacts will result to population or housing demands within Santa Ana or the surrounding communities. Addendum EIR jor drain Plaee/Sanla Ana (E196A 3j APrf/ 4, 1996 Page 23 M Project No. 96.066 75D-414 John Wayne Airport The proposed 147,000 square -foot expansion to MainPlace, and the associated approximately 300 new employees will not result in any increased demand for service from John Wayne Airport. The addition would not create any new hazards to aircraft approaching or departing the airport. No significant impacts will occur. Public Services and Utilities The Fashion Square EIR assumed the development of a total of over 4 million square feet based on 1.5 million for office, 1.6 million for retail, and over 979,000 square feet for hotel uses. The impacts for natural gas, electricity, telephone, water, sewer, solid waste, police, and fire were all based on that number. In consideration that the current actual developed square footage is 1.1 million square feet, and the proposed expansion is 147,000 square feet, the anticipated requirements for public services and utilities were never met. No impacts were identified for natural gas and electricity although energy conservation measures were recommended (see Energy Section below). Water and sewer improvements that were put in place to accommodate the existing MainPlaee structures should be able to accommodate the proposed expansions. The Orange County Sanitation District completed a major sewer upgrade to the project area with entitlements for Main Street concourse. Any additional modification will be the responsibility of the developer. No significant impact is anticipated. It is not expected that the proposed 147,000 square foot expansion will constrain the capability of telephone, solid waste, police and fire services. The conclusions of the Fashion Square EIR regarding on -site security and fire suppression services should remain a requirement for the proposed expansion. Energy Conservation As with the structure that was proposed in the Fashion Square EIR, the new 147,000 square foot expansion, will need to be designed for optimum energy efficiency in accordance with Energy Conservation Standards for non-residential buildings. The projected natural gas consumption for the 150,000 square foot addition would be 3 million cubic feet/month based on a consumption rate of 20 cubic feet per month per square foot, while the projected electricity consumption would be 600,000 Kwhlmouth based on a consumption rate of 4.0 Kwh per month per square foot. These numbers are approximations. Page 24 Proles No. 96-066 75D-415 The originally projected energy usages in the Fashion Square EIR, based on building of over 4 million square feet of office, retail and hotel uses resulted in a projected consumption of over 86 million cubic feet per month of natural gas and over 13 million Kwh/month of electricity. Based on a ratio comparison, the existing MainPlace's 1.1 million square feet combined with the proposed 147,000 square foot expansion will be approximately one-third of that which was originally projected for energy usage. No impacts will result. PERSONAL COMMUNICATIONS Brunswig, Ron, Senior Vice President, Urban Retail Properties, Santa Ana, CA. April 1, 1996 - telephone conversation. Chico, Tom. Program supervisor. South Coast Air Quality Management District, Diamond Bar, CA. March 26, 1996 - telephone conversation. Hogo, Henry. Planning Manager. South Coast Air Quality Management District, Diamond Bar, CA, October 12, 1995 - telephone conversation. Rice, Jeffrey. Case Planner. City of Santa Ana, Planning and Building Agency, Santa Ana, CA. March 22, 1996 - telephone conversation.. Jones & Stokes Associates: John Westermeier Linda Brody Ronald Bass Tim Rimpo Kimberly Pell David Buehler Korve Engineering: Catherine Higley LIST OF PREPARERS Project Manager Project Manager CEQA Review and Analysis Air Quality Air Quality Noise Traffic Addendurn Wfor Main P&WSanta Ana FER96.0 3) April4, 1996 Page 25 ® Projeci No, 96.066 75D-416 BIBLIOGRAPHY City of Santa Ana, 1978. Ordinance No. NS-1441. An Ordinance of the City of Santa Ana Amending Article VI of Chapter 18 of the Santa Municipal Code Relating to Noise Control. City of Santa Ana, 1982. City of Santa Ana General Plan, Noise Element, pgs. 72-74. Adopted September 1982, per Resolution 82-122. South Coast Air Quality Management District,1993. CEQA Air Quality Handbook. Traffic Impact Analysis for the Main Street Concourse, DKS Asociates, January 2, 1992. Trip Generation, Instituted Transportation Engineers, 5th Edition. Ultrasystems, Inc., 1983. Final Environmental Impact Report for the City of Santa Ana Redevelopment Project: Fashion Square Commercial Center. Prepared for the City of Santa Ana, Community Redevelopment Agency. Addendum GIR or Main P ace/Santa Ana (ER96.033) ® April 4, 1996 Page 26 Project No. 96.066 75D-417 This page left blank intentionally. 75D-418 75D-419 a COMMUNICATIONS LAB discover your voice MEMORANDUM To: Ali Pezeshkpour, City of Santa Ana Planning and Building Agency From: Justin Glover, Sr. Account Manager, Communications LAB Re: Report on May 31 Sunshine Ordinance Meeting, MainPlace Transformation Project Date: June 4, 2018 On behalf of our client Centennial Real Estate and as a record of the May 31, 2018 public meeting on the MainPlace Mall Transformation Project, please find attached to this memorandum our report. Please contact me with any questions at Tustin@communicationslab.com or 949- 215-5539. www,CommunicationsLob.com 25 Orchard, Suite 250 • Lake Forest, CA 92630 Ph: 949.215,5539 • Info@CommunicationsLab.com - Fax: 949.215.5549 75D-420 Affidavit Regarding Community Meeting 1, Samuel Justin Glover, declare as follows: I. This declaration is made on behalf of MainPlace Shoppingtown, LLC, pursuant to Santa Ana Municipal Code section 2-153 ("Section 2-153"). I have personal knowledge of the facts set forth below, and am able to competently testify thereto. I am available, on behalf of MainPlace Shoppingtown, LLC, to answer any questions regarding the matters discussed herein. 2. The community meeting required by Section 2-153 was held by MainPlace Shoppingtown, LLC, in compliance with Section 2-153, on May 31, 2018, from 5:30 pm to 7:30 pm. 3. Notice of the meeting was mailed to all property owners, and at least one occupant per dwelling unit having a valid United States Postal Service address within a 600 foot radius of the project site, on May 21, 2018. True and correct copies of the mailing, as well as the notification list, are collectively attached hereto as Exhibit A. 4. Notice of the meeting was posted on the project site (at all major entrances of MainPlace Mall) on May 21, 2018. A slightly modified version of the notice was posted at the same locations on May 22, 2018. True and correct copies of the posted notices are attached hereto as Exhibit B. S. Notice of the meeting was published in the Orange County Register, a newspaper of general circulation within the City of Santa Ana, on May 21, 2018. A true and correct copy of the newspaper notice is attached hereto as Exhibit C. 6. Meeting minutes I prepared that provide an accurate description and summary of the meeting are attached hereto as Exhibit D. 7. The meeting was conducted in an open house format, but began with opening remarks from the applicant's CEO, as well as a question and answer session, A true and correct copy of the video of the opening remarks, including questions from the public and answers thereto, is attached hereto as Exhibit E. 8. A court reporter was hired to transcribe public comments at the meeting. In addition, members of the public were provided an opportunity to submit written comments and/or video comments, Trine and correct copies of the transcript prepared by the court reporter, the written comments received from the public, and the video comments received from the public are respectively attached hereto as Exhibits F, G, and H. 9. A true and correct copy of the sign -in sheet for the meeting is attached hereto as Exhibit I. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct Executed this date of June 4, at fir°'` , California. ) ,,,. k Samo Justin Glover 75D-422 AM Y x, n. a. .� E= o E 6 2 �° m0o'oro N o C � �-. ,fig° u c`d a .- ' mM EO N — N E N m � N 6 T N a Q I z Q a 2 M n ° c o co o> Cl 0-6 +�,AI 'n ID CO Ci°o q y, °n�o c��m _° o oC) cmo o CO °a-° c E o t m Lo Cl) >0)E.Eo�'tm -�om°waE° ° o E o o ru o m m m o m o°cE c_a'mco co o° Eu-O E o c 0 a c a c a - °no° °�-avm >E �E�m o m o E 0- 0 j, o ro C o` C!S C h o E 0 ro F°mo s°a°cofro o`od E 12 19 75D- 25 to 111 lfl l0wwmw mmwt0m N01M �O Ll7 d'lD t0 t0101010OI� nn n N nOn 00101 O O O PI O O O O O O O ti O O O O w 0 w w z z 0 w w 0 w 0 0 0 PI 0 O 0 O 0 0 O IDOO z 0w ww 01010 ww 00 O O O Ol0 l0 l010 w 0O0 010w OLD w O w t0 O� 0 0 0 O O� O� 0 0 0 0�� O� O� O�� O� 0 0� 0 0 0 OLD 0�� O N o o o c o o o o Ill o In o N o o o o Ill o o 0 0 Ill 0 0 Ill 0 0 Ill 0 0 0 0 0 0 0 d• 0 0 0 0 0 0 0 0 0 0 0 0 0 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(j d O- dS C a N .O G 7 m U1 'O m 'O U G N V C "O 'O a 'O '0'a 'O U 'O -0 'O 'O 'O 'O '0-0 'O 'o 'O O m > N �- N O N N N i/l L 0 N N N N N N N N N N N N N N N N N N N N N Z Z"a CC -jZ>KK KCRaU"CLE li a' CL a K CC a CC a' a 2 CC a a a CC CR K a' CC 75D-450 .•i .-i .-LM M Ln MM MM It cr et CF l0 It M M M M N ON OE MM N MIt N N M MO,-aO0M M MMNNNN N NN N NN mmN3,t mo mmNo o to. mMm Nmo t lD l0 t000Ol0 l0 tO ID olO oIn M NF 0MOO t m O� M� LnO TJ d 7 M Lnm NMO� V N .--I l0 O l0 tD d' Ol n r-I MOT V N r-I rl ri M IPl N 00000000000000 W OO®mmNO kDLn Ln .-� t N 00NN 7 V C4, c)0 N N N L\ N rl N n f\ n n N n n N N .-i N O N W N n V O O (N N .-a O O l0 l0 N N O O W N N N N N N N N N N N N N N N m O Ln W O N m do m 0 0 0 0 r-I O O O O 01 Cn D7 Cn Ol Ol 01 O1 01 01 01 01 01 01 M � lD � W W O7 OJ W � Ol d1 Ol D1 01 01 01 01 01 01 D1 01 Ol 01 uuuuUUUUUUuuuu�od zo�aazuuuuuuuuuuuuuu Y W m @ @ @ @ @ @ @ @ @ @ @ @ @ a) N N N O in p ® 'N C C C C C C C C C C C e C a) a ja aJ aJ = L L@@ a) Y-0 -p ¢¢¢¢¢QQQQQQQQ e'a c ai m �o'°a e v cC �m@ ai E E v m Cn'a�'a� @ @ @ @ @ @ @ @ @ @ @ @ @ jJ Y Y Y Y Y Y Y Y Y Y Y Y Y i @ > Ir '� ° C Q Q a) C Y_ @@ Y 7@ = L @ @ @ @ @ @ @ @ @ @ @ @ @ 7 N C @ @ a) a) L °U M C O O O @ L @ @ O @ O @ C C LnlnfnN(nLn(n( mm(nwm- ZULYJOOOfnLAF trJJW CL(1) jJz3LYU¢¢ O V N � M 0 m N _ It Y a Itx Lna ¢ ca m y -0CC CL CL D.' 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In O N I, N N 00 0 It V 0 O lO N O In l0 0 .ti m l0 rl M d' N r-I V 7 I� n V7 tD N M M O N N O N N i i i i i i i i i i i i i i i i i i i i 01 01 01 00 N N m O M In t0 0 ko O N N N M I� O N Ln n ONN M cf V 71000000000 co 00 U) OONU7O NNNNNNNNN00 NNNNN'tt-'tko 0 to 00 NtD a0 ��mm0l O�mm�� �m�O�m 0�01 O�O101 QQQQ6QQQQQQQaQQQQN�QQQQ uuuu uuuuuuuuuuuux03:uuu w w w N O O O w w •E O C C c w w WO m@@ C> 7 to C1 w w w 't' O w w CT m O C C C C 'm0 @�— >@ CD m L m m w -p 'p v C C C O O O O w 0 0 Q C C G Y c C E C" i) D m@ m i M 0 0 0 'i- @ E O m m NO @ m Q co co IL U' (D(.7000aV uu00 w T V)U J 00 a a � x m rn w o c e Ul x in cn Q 3+ C) ue >< E v�_a¢N oQ v O vmmNS.`-I mEOmfv p ym 0 N ai N�U1 o0 oc'6 E o > m wWV 0. mJLoU L @w NN m w wV Z F O W W u N=Z 0 Z ) mpVVc)W V) U 00 O 0o N 01 O 7 CO 0ul dLn u1NkDO In V N O u1 N co N N ENO ti O0 l0 lnN OEM O In 000 N O N m O V) Y N a = c n c >, O u aw a c w° e p L N 0) 7 _0L@ w C Z c 0 0- @ N o w `b o se o aai .- 0m L _mwo Y v> r c o �' m c E '0 E L m o o2S D o Om o� o ®� w' E o U Y nF L�FJC7Q^J aw+ of= m mdS 0 e C lL_ Q w0 @ O •- c �° .0 L z c v w o. 0 c m c a c a w > v ew+-'c>0)r" > Z�> 7 w O w L C N m ,wy 0 L C@= m w >, y V w V) N 0 Q cL F- n U) n0 V) > V) O 0' 75D-452 t/SANTA ANA, CA i • Learn about the proposed vision and project • Share comments and ask questions • Meet the project team The proposed MainPlace Mall Transformation Project seeks to preserve the mall as an Iconic local shopping destination while evolving the center to meet the needs of today's consumer. In addition to maintaining and improving more than one million square feet of retail space, the master plan Integrates mixed -use to create a dynamic community destination in Orange County with a modernized MainPlace Mall at its core. This holistic approach to update the site plan with residential development will be ideal for live -work spaces, serving nearby workers in retail, hospital and government. This project proactively addresses the Issues facing retail properties across the nation, creating a thriving MainPlace for generations to come More information at., www.TransformMainP[ace.com If you have any questions regarding this event or you require language interpretation services in languages other than English, please contact: Justin Glover, Community Outreach r justin@communicationslab.com or 949-215-5539 - WnPt ce M4111 Diego Teran,Community Outreach CENTENNIAL COLLE<TION dlego@communicationslab.com or 949-215-5539 (Vame para recibirinformaci6n an espaHolJ In-language support available 5D-454 IN alj Nb WHEN: 530 -7730 p.m. THURDAY, MAY31 2018 I WHERE. 2800 N MAIINDST,TSANTA ANATMAENT STORE, 2ND FLOOR L7 Yt t SANTA ANA, CA \ ' Pr r ♦ f la visi6n y proyecto propuestos Conozca al equipo del proyedo ACERCA DEL PROYECTO El proyecto propuesto de Transformaci6n del MainPlace Mall buses preservar al centro comercial come un ic6nico destine local de compras y a Is vez busca la evoluci6n del centro pare cumplir con las necesidades del consumidor actual, Ademas de mantener y mejorar mas de 1 million de pies cuadrados de espacio comercial, el plan maestro Integra use mil para crear un dinamico destine comunitano en el Candace de Orange con un modemizado MainPlace Mall en el centro. Este enfoque holfstico para actuallzar el plan del sltlo con urbanlzacdn resldencial sera Ideal pare viviendas-talleres, quo sirvan a empleados locales on ventas al por manor, hospitales y goblerno. Este proyecto aborda preventivamente asuntos quo as propiedades de ventas al per menor enfrentan an toda is naci6n, creando un vibrante MainPlace pars las futures generaciones, Mas informaci6n an: www.TransformMa!nPlace.com Si tiene alguna pregunta sobre este evento o si necesita servicios de int€rprete an otros idiomas distintos del ingl6s, favor contactar a: Justin Glover, Community Outreach justingcommunicatlonslab.com or 949-215-5539 Diego Teran, Community Outreach diego@communicationslab.com or 949-215-5539 (LIame para recibir informaci6n an espariol) 5 Alangua �e sport available MeinPtece Matt CEN TEN HIAI COLLECTYON �{ j Zona de notificacion Zona del proyecto ACERCA DEL PROYECTO IN 11 2111,11TIP, III I 1.:.III ! i- lw • Conozca la visi6n y proyecto propuestos • Comparta sus comentarios y haga preguntas • Conozca al equipo del proyecto Mes informaci6n an: www.TransformMainPlace.com El proyecto propuesto de Transformacion del MainPlace Mall busca preserver al centro comercial como un conico destino local de compras y a la vez busca la evolucion del contra para cumpllr con las necesidades del consumldor actual. Ademas de mantener y mejorar mas de 1 mlllon de pies cuadrados de espacio comercial, el plan maestro Integra use mixto para crear un dinamlco destino comunitario en el Condado de Orange can un modernizado MainPlace Mall on el centro, Este enfoque holotico para actualizar el plan del sitlo con urbarizacion residencial sera Ideal para viviendas-talleres, quo sirvan a empleados locales an ventas al por manor, hospitales y gobierno. Este proyecto aborda preventivamente asuntos que las propiedades de ventas al por manor enfrentan an toda la radon, creando un vibrante MainPlace para las futuras generations. Si tiene alguna pregunta sobre este evento o si necesita servicios de interprets an otros tdiomas distintos del ingles, favor contactar a: Justin Glover, Community Outreach I T justin@communicatlonslab,com or 949-215-5539 -C--g -- Diego Teran, Community Outreach 1"! c`�InPlace Matt dlego@communicationslab,com or 949-215-5539 =�"T�HN1ALtlQL1k<*�°" (Llame para recibir informaci6n an espanol) ► p C��������� ngu ortavallable MAINPLACE TRANSFORMATION PROJECT Report on Sunshine Ordinance Meeting MainPlace Mall LENTEXXI.EL COLLECTION 4FWS01 e offn..got, Batson, ads.- `Yllh limits dmggung 1. inglitlama-koge FOR THE RECORD P$. etition are grd titer with hosing ofardabil- b mada'evvy I. out so in4 aampo U ga, y and thing tents. Santa dative an the elatowide Fnmuaans Imnvllyv.1hparr." Ana creature are : aklow ballot to reveal the Costa, Claims C'mmty Want- for Pearl prdeml'ne and Mackin, Ace, which aim I Santa Am court m nt ream rged coal slief; gold an mail Its rent control to anoint. loon ofwalloping groups 61086 a month during tram the Kennedy Co.. n m6q doilies, and Ir'I- Iau nhod"Ich effort Aprll the first three months of mielan on' Monday. pilots but bePoea 199s.. Jwidtbe hrng9tenmlce the year andf:meeed26 Redommothallmenm. Immaparm Faso said dry I'naF' Y Intent to InWlers Pm1 "owl the Vaal xIBM14 palg,e also me underway slower have erongh mg. tonne Tbn airy ravlewed .....died to war- Ia Bmmmmenta g¢nta Crue nature to put the lulu. manes the Wording Uf the Pro mi tl p'opemy traeka and s National City, near live on the Novamb rbaL InItImem jeean gn'- gets Lc San Diego. loran NmIll. lot I. nd green Beat, all riling oven to Cali(orma dtlm held Landlord gruape here light to launch a petition faater In Los Angeles to., aural rmPemndume bean rxVang t19htva _ rem. Candy, home to realest in 2016 and Rely, with lhoeta=tl1 tlelffitIo f e "people a,. excited emi cnmpni,ru in Long mar earthed pxeelrg in going I. e.bull bamne ' ,,ban' relit central, and Slash, Glendale, Dlgla two: Mandela View end them'. tenahm than it b¢IVe sa everybody we approached wood and Positions, The Bighearted. Retina am Its because it meulU In floor Saturday's ,tilde about the Vera, Hughessn Memorial nu Beenwilling to sign," average whiter -quarter the mn)orhy In lR of the article andlyhowlmairs USIA Ninguel Mane Hoal Corot CM1ampl... 11,a, a tennis raid lsari Kamas, a rum. rout Ch... was$1,898 a 15 California cities whole tenmoe in rmd¢onn'alled tournament In -aquae Woods Village, ran with photoeof mwdty orgenia.rwitl, the mans tlp 30 poreent In rent control battles hero hulldWge. last ycar',ewal. This year's tournament will had May la generally Noontime, an the all Blain lean, returning. through 3atmday. 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Citbela He, Nary cegot,. al uses T'i V ymaumng 100 ROTC neighbors or, in usuggens, la nenava ufsu.11twsrinaole, /g y Inq rn 10 Cement of the student ^ t Illy Imdh I a (our le L t 1 t ="_fir , i. t tM1a r r It, b Cecil Ias o ern Ill- ry. 9tll510 t " at el nt t b 1 If .not Writ with Si v Joeda ,d V` nu t almost¢ w ing go xm=runtte vg low aunt ad to 90, But repar,ha,ud.mauip wteHor U by ROTCmem. be win. attend Clete, Bliquid ndgal said D, whe heeophamare npIniver Hongold. Coll beroatlmalmiof samorlyIran. most MCRetmn College en shebe jobr¢tl a a year, Ceti] Wok arm, lain other' Most of tire swimsheld cWCHTause cestill begrime because doing But said hill graduates wordomonN on en R(another gIbdgXEem will enter tary to neologism for military are.: , ®r'Hee;etlher nnryoa —Ne number now freed v, rge alo: HC Nll fi allhw.dhm'mhens;er love far MI'C,'He gives us dtld,, 11 and Mer'a )et Jay, ill Ce is not just ld not jns[a tmeher Immrid her loaner snvemsemseappo6witlee ¢ Id Pmnclartal. a San espro Ib,11 —Cecilrate., to stay ftal the list c(I consoleIMVaq planned end, and Cal —Tire [uBut, "1'Lete lea ep. ho Ise aid,l ou prole. te[aywiUlffix bo,toa" "Yeab,lably ne—.Rue The pmgrirommu goal, pw Who drum18, 6 gr oof the mandatory Rnl,whoiced lit is g you is ere me curt twerp, helped het tothye low act mowan. —pmbn act at ROTCol. wspon3order,Eli. Will oat ROTC Dvo senior rvho will Iourolic axon. mm,r m ould. acta ," Irde[x Greg ,teas immentmf CxB rothro, ing, •Lin,but yaa,ntwnnt ompenuone ¢,slim- ratedadLAC o-lhed "arum is n¢tm an anx'pue. in W Willa inn' fun to nags nd'ra while Burnsto hark hatmypvend lot EeapolRecouegrouna— en.. he P:,,e. �enw onowdeamWma' wefamlly suist Budne,anmythaktma do marching, riesId I goloped no'Erat uveataside "Mydid rewdonuew 'I Was sun nnlmmeager,. thro.glmad Wass good 'I "It4 not like wen lie Tuning m sports whets when lee nroranenxm- dons pe bal- bacri gkordike b'a regers. dtmslnB UV to bre a .Ile h. han tor insist lean Illold througragamn mntl and people wnmeyall rtwrmQvPolego. loirm joinMwl—nx h.hInc. Populations Vml ill]a. 13 mra, U 1. be. Une me with a in rtry t oq but a, '1t..e u place [o nn J' Ilwntlg sn1A rvitM1 a 1. ,)a kup Linos.. how m speak up for 4hent- Howe n. sog I ongraxhe yolu, .Is,, How e; Iname}PvagP, In gl,. (ts ee[quilC dint dtamntie;' bNtmuog you ma it's very Wog ant admle olhdandg;' enlvsp" Chocolate; tab VaaE9 engine each mood, emeply CHOCXO not wurkUi,V tad Rensselaer Junta re1eeee0f Itoliur-in- d LoroM; the Hard eplred pradacts. k1cles4 35U East,m IVMn 111, fah babloVe, Coate all mooill d an pirq appo,, m our. vatenaathser almr- t and An pmeup, the doungtibgmre hoer the ° m right ties Wouljaet wNfin hood grow algng being whowll nowiseof "TMs hoe been but each time. I. live Parttnae In a blessing to me;' she amtl. Orange Caunry. l'he reason "IP, a Violent inteimarly, fore dourno is that Nay ban WVs:" have mutgrewe the levim In other dtbculate 1pws facility and need in mead. dateo their Vmvme wee ChmXrg me award -win- fao.... Chgov me Chaco• sing Orlando, that 1. Into la Delta, British Ca- 2014 had pushed a history lumbia.'we ley. the Do N lrvlm: plterinytamn,vwA ..go Canal, market. "I at ate fine opmated mY, emblem is Ili. it bee Can. n Costa Mesa red Loko, ten no busy up Esau It se• Forest, his d.eided to dote gnome ban of Is lrn all, a and nova back b ors to be them," Coal.. Cmradn. said."We'm cianH,c gY- The Irvine location, at Ing. The bnntl Is not go. locl Irvine Crater Drive, ing unywhere.'the brand eloaed monsoon some In. Is growing, were building I'many will be awneable m limos and we hate a ttstJune L at Sugar Rush loyal following Ill O.C" Bwary mamps In the Loa OhocXO Chocolates oil, Markets, Almo nlle, ter report nt Codes in Can 01twts Marketplace In It, Will still bo told online MmeOands. 9a. Maxe, ads, and dS such ahlr;'smd 11 at Chin.wm nc, through Court) still otbcr mmllees Canino, adding that Char ClmgX0 is red by oppand local dW(,muton bcIWU.&mdCmada"We ameto bill,, lnem W D.S. Richard Fully of Dana and 11 Thirtol Fnruha, Od- just lauouhnd dearnd bat- .. less.. all `A i�� A Please loin us to discuss theme morning clangor at o Commonly l Infighimmo meehng far in.; n'o".unto yr• �J •. MilnPlace Transforroatlan Project [roam before Ne shoaling begre, and for eight boon WHENt THURSDAY, MAY 31, 201S Eight. Z30 War. WHERE Farman Renderer, Department Store, 2ntl Race the ..oil ..aimed lia- — 2860 N Main Sir Santa Ana, CA read, of knowing if the 1 SHOO DATT ND WHY YOU SHOULD AlTEN6 other turn ili Now, Jimmy Lessard IS •yT.. �'rW,.. •Learn ahsofhe lief ,aid. time • Share aagonarfe mo ash.... Boom . sleet 9re'e get ream uloarl-enw tralmplles, " ne triggon his p'1'SD, AUGMTHE PROJECT file site mR'n all ab 1'1ooprojo setl MCIPPIaa, MaliTalf rotation Pmlac(mmm to preserve narks that wb be art of by th all ea .,I recall. I ... I slopping ingtheitign, wl lle'Valving gm .,,[at h nPWouadookl„g Para. / /•A tc robot the noadmottedaysaonsum.' abyaradu,edwind PIYD tlmtl something '' "f �p In million to mon[aining end Into more then one million squats dal v a real of retell space me ms»ler pion Iloquataa mood ueo io .,.am a heeae�.v,artldnkex wb¢h .,as n- r �i{d-` dynamo —Whine do."l "legal In Olan Count win a mtlnmbnd H 9e y tlllhatl lL"Lexrl. tnldtne toapdalalMslo plan MalnPlaae Mel. el ltnaorenwbobe Registers in a s-14, Idealliv realtlen, tleIn ltlan folllve-wmkt.spaces, Wheeliproject .o ddlu el fleaoao• Lthema hors a Saturday's Pldearrtgga near nearby it hollba nearby duere stair lit Thle and gal rethe Costa lyYMto Cos by the Wool bar Mtsa Family eke-rldlnes Nsed Issues, pea, laClnO legal pmpbtl echoes IM1e Proemiv.1 sdtlmgms Ili. ge the y are el o tut people benattract uchurd y arms whotto been toueM1ed by Inc people n, Mex to nation,emptin8 alnfivit: MmnTym foreflM.'aomtoCline, whoa,almaam Body trauma- wM1a tll'a argue plum 9l Narves6adhal In -as Vegas L didn't calla¢ now More lntormeuon at: www.hanslormMedplaca.com ate11 heyhave t1eh. adVoldaatrradaUlwatud If you have any margins. regarding this event or you require langoal IMiumm Rpn warmed In Winsome. oIM1ar than En9lle, comae: lt'then dpeopleill ad degltwtN said, tr'eame plum Via mago.'eay, three, art thing Ihafe eeoplecae eW"So many the mast imrum re) than Justin Glover, Community Outreach People Van And alsha toaedm be.m. .,su mindo Is Lave WNm aaygtem that JusllnCcommunkatlCnsleb.eom w349.2163538 cola e,s baseroutine b. base xnlmog aopp've xys- works No ywu:' eachOhrbdaPt'. rem. rpm eachd us become lily hglpetl us necumelike My wlfi: bus Jemt wltM1 Wrlla Pr'nle Diego Community Outreach ���ynp mmunleol.nelab.eom or a0mrb'," it differently, and by flesh i ronnPGrusd to an ep lnformadbn sn espMop —45V lenutobir " made support avertible AINPLACE TRANSFORMATION PROJECT Report on Sunshine Ordinance ace fleeting r i Ar MainPlace Mall CENTENNIAL COLLECTION MainPlace Mall Transformation Project Public Meeting, May 31, 2018 Meeting Minutes A public meeting in an open house format on the MainPlace Mall Transformation Project was held on May 31, 2018 from 5:30 — 7:30 p.m. at 2800 N Main Street in the former Nordstrom department store on the second floor. Approximately 100 members of the public attended. Attendees were invited to sign in and provide a name, address and email address. They were also offered refreshment which included water and cookies. The meeting was organized into stations, each with information on the project (meeting guide with layout attached). Following a presentation at the first station by Centennial Real Estate CEO Steven Levin/question and answer session, members of the public were invited to circulate to each station and to provide comments. CEO Steven Levin's presentation included the following: • Mr. Levin introduced himself and gave thank yous to members of the public attending. • Mr. Levin provided background on Centennial Real Estate. He stated the company owns and operates malls and is a long-term owner, along with the partner on this project: USAA. He stated the company's focus is on creating destination projects and being involved in the company. He stated he views malls as the fabric of the community. • He stated the company believes in social responsibility and protecting the environment. • He stated Centennial purchased the mall from Westfield several years ago. He stated the company has spent two years planning for the transformation of MainPlace. He stated the company also acquired the development rights so the company could propose the project being discussed tonight. • Mr. Levin offered background on the project including the vision to create a place for the community of Santa Ana. He stated that when malls were built in the past, it served as the entertainment for the community, but the focus was only on retail. The plan for MainPlace is to create today's version of a community destination with food, experiences, outdoor spaces, restaurants, movies, music venues, kids' entertainment, and shopping. • He stated the company doesn't compete with Amazon, which is where you go to buy a book or a hammer, but MainPlace is where you go as a destination, for the city of Santa Ana. 75D-461 He stated that Centennial want to be long term owners who are willing to invest several hundred million dollars to make MainPlace Mall a destination for the residents of Santa Ana and the region. Mr. Levin took questions from members of the public, including: • What short and long-term steps can Centennial take to ensure the mall is successful in the future? • What other similar projects is Centennial working on? Responses included: • Centennial purchased the properties and development rights to ensure the vision for MainPlace Mall can be executed. Mr. Levin also discussed the changing nature of retail, as it relates to responses to online shopping. • A discussion of similar projects Centennial is working on, including two properties in Chicago. Mr. Levin stated that MainPlace is the biggest project and the pinnacle of projects they are working on. Public comments were taken in the form of written comments, video comments or recorded comments by a court reporter. Interpreters for both Spanish and Vietnamese were available at the sign -in table and at the public comments stations. 75D-462 Thank You for Attending! We have several stations of information that we are excited to share with you tonight regarding the transformation plans for the MainPlace Mall site. As a true open house, there is no particular order in which you need to visit the information stations. If you see a line, feel free to visit another station and return when the line has shortened. Station 1: Sign In ( Translators Station 2: Project Introduction I A Word from the CEO Station 3: MainPlace Re -Development Video Station 4: Retail Transformation ,Station 5: Residential I Office I Hotel ,Station 6: Sustainability and the Environment Station 7: Virtual Reality Experience Station 8: Court Reporter I Video Comments Station 9: Written Comments 75D-463 Al n a I R TO '.:r[ i � L 1 a. � r V 4 h ii 11 it II �� ` u a b e ar I! i Y P" �i � T1 e�p � 1 Os p I4 t rl gill IA 7t i M!i .,1.J j J sl'3 a� r is h4 } 1 N �� �yY rimfir �sk.s Y { tl r"r-:fit 1 �.� Rs C f ­ C,m r + .:• �q 't7 t Lr• YG �� Ojr $ a I i 'I .� b NII Its 1, g� l M` ili 1 N N r Jim h P P� ' - �. wt� r E i.d Y V { a _ 1 r"�i J,l a a* _ VA r ) 6a t� 1 9^ drm '1 1 / Y � cD �1 s' '— ' 1 P r �t It I '' s r 1 1 r.l i 1 a ! i t fir r ij_3,1,.i„ r� ? to W I 9 's rr Ilk �_ _. '� . A �_. � \�� `'�,.k�,l:, ��`,� .::..�� ♦ ..,_._ � ,ir � °.. - � �. .._. ... . ® EJ N N _P .^r. q. 07 p T + 0 0 eo z l r r 75D-464 ITT MainPlaee Mall C E NT EN NIAL CO LlECT1OH May 31, 2018 Public Meeting, Centennial Real Estate Presentation by CEO Steven Levin and answers to questions: https &outu.be/5DB8RBDN9fw 75D-466 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 MAIN PLACE MALL TRANSFORMATION PROJECT IN THE MATTER OF: ) Public Meeting held Thursday, ) May 31, 2018 at 5:30 p.m. ) Meeting Held at: Main Place Mall Former Nordstrom Department Store Comment Station 2800 N. Main Street Second Floor Santa Ana, California 92705 Reported By: Katherine Emerling, CSR CSR No. 11157 Hahn & Bowersock, A Veritext Company 800.660.3187 Page 1 75D-468 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 I N D E X PUBLIC PARTICIPANTS: PAGE 1. Barbara Russell 3 2. Sally Neuville 3 3. Ellen Diamond 6 4. Sherry H. 7 5. Janelle Johnson 9 6. Ms. Speaker 9 7. Juan Carrera 9 8. Eric Scandrett 11 9. Jeff Martinez 12 10. Guida Quon 14 11. Victor Mollica 15 12. Jason Queen 17 13. Phil Schaefer 18 14. Sue McDonald 18 15. Kelly Medina 19 16. Tracy Matheny 21 17. Thomas Cartney 22 18. Dale Helvig 25 Hahn & Bowersock, A Veritext Company 800.660.3187 Page 2 75D-469 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Santa Ana, California, Thursday, May 31, 2018 5:30 p.m. (Mr. Justin Glover expedited the transcript for Friday delivery, June 1, 2018.) PUBLIC COMMENTS 1. MS. BARBARA RUSSELL: Well, 1900 units is way too many. You have to figure on parking two cars per unit, and I think -- and we don't have enough parking. I can't tell you how many times I have left the mall because there hasn't been parking, and I do park over in the back. I look back there. I don't like those high-rise parking structures, but I do park there when I have to so parking is an issue. And I mean, if you didn't -- I wouldn't mind if you bought up some properties nearby, that brick building or the big, tall office building. I don't see how you're going to do everything in the space that there is so I wouldn't mind if you took more property. I mean, I think the -- 2. MS. SALLY NEUVILLE: I live in that 280-unit building across the Hahn & Bowersock, A Veritext Company 800.660.3187 Page 3 75D-470 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 street and around the pool when we're talking about it. I mean, the main thing is that those people are saying, hey, we can do -- if they do something really great. So we are inviting, you know, it's something we want to go to we'll just walk across the street. We don't even have to worry about parking, you know, and that -- those structures over there, there's 280 units. They go from studio apartments to three -bedroom apartments and the population goes from the young bachelor who's just entering the law firm who I met at the pool to a whole family including two dogs, and that building has its own private dog park. You punch in the code to get you in the gate to the building, it works on the dog park gate and the dog park has benches. Take your doggie in there, take them off the leash and sit down on the bench and talk to your friends. They allow dogs without an extra fee. They don't do it with the cats because the cats scratch, but they do it with the dogs. And so that, you know, there is a thing again with those kinds of people it's going to appeal to because of the jobs, you know, because like I said, they can walk across the street. You have the Easter bunny, bring the kids all over, you know, see the Easter bunny. I'm Sally Neuville. I'm the first one on the Hahn & Bowersock, A Veritext Company 800.660.3187 Page 4 75D-471 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 sign -in pad. I met the boys earlier and they took me in through the backdoor because of this thing so I can get in. I'm getting used to a new telephone number. I moved over here from Huntington Beach and they said, no, you can't take your phone -- your old phone number with you. You have to get a new one so at the age of 77, I am trying to learn a new telephone number. MS. BARBARA RUSSELL: I just want to make sure you got it that I'm positive about the idea, but I just cannot see 1900 units when you have to figure on two cars per unit, a minimum. We have this problem in downtown Santa Ana already and it annoys the heck out of me. I just don't go there to restaurants and things like that because of the parking issue, so that's my main comment. I'm Barbara Russell. I put my email down. I put my email down when I signed in. Barbarajrussell@yahoo.com. MS. SALLY NEUVILLE: Phone number is 657-210-4732. I'm a retired school teacher. I taught 40 years. I taught for the Garden Grove Unified School District. I started in 1960 and I retired in 2000 because I wanted to be able to say I taught for two centuries so that was the reason I waited to retire just because of that just, you know being silly, but it turns out it made a big difference in my retirement because I Hahn & Bowersock, A Veritext Company 800.660.3187 Page 5 75D-472 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 was there so long. I love teaching. I keep wanting to write a letter to President Trump but, you know how he Tweets all the time. Okay. This morning he Tweeted this whole big thing, and several times he Tweeted it's so wonderful to have his wife back at home because she's been in the hospital. In every one of his Tweets he spelled her name wrong. Can you imagine? What an idiot. One thing I'd love to be asked to do is, because so many people say we're going to make it easy for the handicap, and you get there and the cart is this (indicating) wide, and the aisle is this (indicating) side. So when you start saying you're going to have handicapped access and everything, give me a call. I'll come up and test it out for you and make sure things are wide enough. That's important. It's very frustrating when you are trying to go someplace or buy something and you can't get through. That is really -- it looks like they have you flashed. 3. MS. ELLEN DIAMOND: My comment is, this is supposed to be the sunshine meeting. It just seems a little thin on information. I mean, I like -- the idea is nice with the different stations and you can go and you can ask questions, but I've been to other sunshine meetings and Hahn & Bowersock, A Veritext Company 800.660.3187 Page 6 75D-473 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 it just seems they don't have a lot of actual information about the project. There isn't even a map of the potential layout, and when you go over to the sections of the residential and the retail and the hotel saying, well, this is what we have the right to do, but we're not going to do this. This is what we might do. This is what we could do, so I'm left really not knowing anything. For a sunshine meeting, I feel like I'm not really getting -- I feel like I'm getting a lot of, it's going to be great, but I'm not getting a lot of facts, which I would like more. I mean, I would like some takeaways besides just a map of what's in here. I left my email when I signed in. 4. SHERRY H. Do you want me to tell you what I think about the project? I think it's great that they're looking to -- they have some good ideas regarding the mall. The things I would like to see addressed, first of all, I'd like to see -- I'm concerned about parking with residential. They said they had 1900 units planned. My guess is that's usually at least two vehicles per household plus guests, so where is that parking going to be in addition to the mall parking. Also parking for -- if they do a hotel and office structures so to make sure Page 7 Hahn & Bowersock, A Veritext Company 800.660.3187 75D-474 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 there is a lot of sufficient parking to maintain so it's not overflowing into the neighborhoods. Second would be the height of any buildings that are going to be seen from nearby residential, how intrusive it is visually from the surrounding residential areas. Right now you really don't see too much of the mall certainly from the surrounding residential. You know it's there. We go out to the Main Place and you see it in the -- certainly from the freeway, but some of the height of the buildings, I'd like to know what the height of the buildings, what their plan is. Also they don't really have an overview map as to where they're planning different elements -- where they're planning to put different elements. And finally, I'd like to see at least some sort of theme. Right now what I'm seeing from the videos, it looks very kind of haphazard like they're not really sure what kind of theme they're using. You've got an airplane in the kids unit. I'm not quite sure how that relates to everything else, you know. There seems to be very disjointed in terms of the theme for the mall and I would be curious to know what their theme is in terms of something that can also last for a while. A lot of the stuff in terms of maintenance also, if it's too -- some Hahn & Bowersock, A Veritext Company 800.660.3187 Page 8 75D-475 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 of the elements that might deteriorate quicker in terms of upkeep and maintenance. I'm curious to know what their theme is and what they planned for maintaining the place so it keeps updated and doesn't end up looking like a carnival. Right now it looks like a carnival to me so I think that's about it. No, I just thought I'd be helpful. I'm not leaving my email. I know they're looking for feedback so I just want to make sure I give them some -- at least feedback and I'm sure they've thought about all those things but it's just my observations from what I saw. Thank you. 5. MS. JANELLE JOHNSON: I'm looking forward to it and hopefully they can give them a run -- Edgewater main shut down because there's plenty of buildings being built and that's really going to ruin our neighborhood. This is a much better spot for all of that. 6. MS. SPEAKER: Keep the name Main Place, take off the "mall" but leave the name. 7. MR. JUAN CARRERA: So as far as I'm concerned like, you know, someone young, for me, like the mall is -- like it's outdated, you know, like everything I buy its online, Hahn & Bowersock, A Veritext Company 800.660.3187 Page 9 75D-476 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 11 19 20 21 22 23 24 25 Amazon, online shopping, you know. I just come in to maybe return something like, just exactly how he describes so -- like what I would like to see is like something -- because around my area, I live in Orange, there is literally nothing. If, you know, I'm trying to go to entertainment I have to go all the way to L.A. to go like to a venue like the Microsoft Novo Center or like the only other entertainment place is observatory in Santa Ana and so I would like to see more like entertainment, you know, to be able to go out with friends and do stuff. And also like food spots, like breweries like Karl Strauss or like how downtown Disney is getting a Ballast Point Brewery, just more stuff like that because as far as like retail and stuff for me, I feel like that's second to a mall nowadays. It's more of entertainment and things to do with family and friends as opposed to, I'm going to go to the mall to shop. I feel like nowadays it's: I'm going to go to the mall to do something, to have fun, to have a good time and enjoy my day because it's infinite stuff or whatever. That was only my comment. I feel like there needs to be a focus on entertainment and restaurants and dining experience, and that will drive people to the retail and shopping. Hahn & Bowersock, A Veritext Company 800,660.3187 Page 10 75D-477 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 8. ERIC SCANDRETT: Hi, my name is Eric Scandrett and I want to just make some comments. First of all, we appreciate this opportunity and I've been very active in neighborhood association work here in Santa Ana. And all of our neighborhoods are organized in this part of the city. We are very anxious for this company, once they know where they're going and what they're doing, that they come out and talk at the neighborhood association meetings so that the residents feel that they are being included in this project. That will help a lot in terms of getting support and it will help you folks know what some of the people that live within a mile or so of here are really interested in seeing happen with this mall. I think that you need to know that north Santa Ana, there's about seven or eight neighborhood associations, and we are the only part of Santa Ana that does not have a senior citizens center. If that could somehow be worked through a lease with the city so that we have a senior citizens center in this complex, I think that people would really appreciate it. I think they would support it. I think it would bring a lot of people into the complex. I think that's all I have. I appreciate the opportunity. I'm not negative Hahn & Bowersock, A Veritext Company 800.660.3187 Page 11 75D-478 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 at all. In fact, I think this is, you know, it's something that needs to happen. Probably the biggest issue that would be faced is traffic because we already have major traffic issues and there's an awful lot of building going on across the street, down the street, and people are extremely concerned about being able to mitigate the traffic issue, so that's something that needs to be addressed, not only with the surveys that the city does because we understand the State of California requires that, but it's partly a psychological thing. People need to see how this is going to be handled as opposed to just pie in the sky, this is what the statistics say. I'm excited about the fact this is going to be developed further. It needs it. Right now it's struggling. Everybody can see that. My email is: emscandrett@aol.com. And what is the name of this group? MR. BRIAN LOCHRIE: It would be -- I'll give you one of my cards. It would be Communications Lab. We are helping out with the community outreach so it will be from us. We're located here locally. 9. MR. JEFF MARTINEZ: There is a reference of a development. It's at Hahn & Bowersock, A Veritext Company 800.660.3187 Page 12 75D-479 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 the campus of USC. It's called USC Village and it was sponsored by Trader Joe's and Target, and just Google that and it will give you a reference. There is great photos, you know, some interesting architecture kind of -- it's completely different than, you know, what it's -- it's in matching with the schools, but it's not the traditional modern -- ultra modern. It's more of a Renaissance Italian kind of architecture just some really interesting aspects. There is -- they do have the housing. There is some shopping so that lends itself more to a college campus life as opposed to a mall, but some of the aspects are really nice. You have small stores, like it's not a full-size Target, not a full-size Trader Joe's. It's small enough to meet the persons living in the area, the residents so -- and not too far from us. We're right across the street so, again, it's the USC Village. It's kind of an idea, food for thought, and the reviews have been really excellent on that development. It seems like there is a lot of happy campers so that's my feedback to look at that as an influence. That would, you know, be an anchor store as well in a different sense. It would definitely compliment the other stores here. Okay. Page 13 Hahn & Bowersock, A Veritext Company 800.660.3187 75D-480 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 E-mail is Jeffmarz@yahoo.com. 10. MS. GUIDA QUON: Well, I will start with I'm very excited that something is going happen at this mall because I have lived here -- I lived here many moons ago when this mall opened and was a successful mall that had high -end stores. I moved away, lived somewhere else for 20 years. I came back 20 years ago. The mall was okay, but a lot of those stores had long gone. Now, you know, it's gotten dreadful. Dreadful. However, it's had a new owner and what had happened in the last couple of years have been very promising and exciting so I'm very excited to know all this is happening here. And I totally understand that the mall experience has to change, and people -- I live across the freeway in West Floral Park. Some people are like all up in the air that, you know, it's going to bring more traffic. It is. I don't think we can do much about that but, you know, they're like, a residential and a mall, they don't get it. Where are they tonight? Where are those people? They should be here, you know, find out. Anyway. My husband and I are excited. We are looking forward to it. I hope we live long enough to experience Hahn & Bowersock, A Veritext Company 800.660.3187 Page 14 75D-481 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 everything that they're going to do here because it will be great. It will be great. I used to sell ad space years ago, like 25 years ago, and this mall advertised with me in the magazine that I worked for. And so I have a pretty intimate experience with the mall as a customer before this mall was Main Place, when it was Bullocks, when it was Jorgensons, when it was Judy's, when it was, you know, other stores and the mall in Santa Ana. And then, you know, I just -- I'm with this mall. I want it. I want it bad so I'm excited. That's it. My e-mail is guida@roadrunner.com. 11. MR. VICTOR MOLLICA: One of the biggest concerns that I have is going to be traffic. Getting people in and out of this mall has always been a detriment to this mall. My mother used to work at Bullocks at the 55 so we've seen it all. We live on Bedford, which is the street over, so we see the flow of traffic holiday seasons and what we have always heard and what we've always known is that people have a difficulty finding parking, getting in and out of the mall is the biggest concern. All the people we've known that have worked Hahn & Bowersock, A Veritext Company 800.660.3187 Page 15 75D-482 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 here, all the people that have come to shop here, you've only got three entrances. Now we explained to the gentleman over there, the CEO, there used to be an off -ramp here behind us. There is actually a piece of property which he says they have been trying to find the owner of it. That used to be an off -ramp and that off -ramp used to bring cars off the 5 Freeway directly into the mall and it was utilized 190 percent. It was there. It made access into the mall nice. It's no longer there, but we're only concerned is that people being able to get in and get out. And I know that one of the things you're trying to do is bring a living in here, which is good. That means people will work here and be here. They may not have to leave, get in a car drive and drive anywhere. We just added a bunch of residential -- we've got about 2600 people capable of moving in and living here in the mall and that's great. What we are trying to find is making sure that the traffic flow down Main Street, getting people through the traffic signals and everything as quickly as possible is being considered as part of the flow of bringing people in and bringing people out as quickly as possible with the least amount of frustration. Hahn & Bowersock, A Veritext Company 800.660.3187 Page 16 75D-483 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 I can tell you one of the biggest problems that you have, which is the most frustrating for us, and that's that entrance right here on Bedford. That Bedford entrance which is used probably 80 to 90 percent of the time year-round just because people come from Garden Grove down Bristol to La Veta and come through Bedford, which is right in front of our house and it's just traffic that come and go. You've got Union Bank three -level parking structure. You've got them coming off and getting off work and that presents a problem for people coming into this mall. If they can focus on flow of traffic getting people in and out of this place, I think it will do that. I think people will be happy here. We can walk over here so it's no problem, but I wanted that to be a consideration to how they're going to bring people in and out of this place. That way they can enjoy it. You know, the sooner you can park, the sooner you can enjoy, the sooner you can leave, I think that's the happiness we all want. My email is: V_mollica@sbcglobal.net. Thank you. 12. MR. JASON QUEEN: I'm a resident across the street at City Place. I commute south every morning and I'm really excited about the project, but my number one concern is traffic. Hahn & Bowersock, A Veritext Company 800.660.3187 Page 17 75D-484 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 I know that there are four separate projects around here. There is this one. There the 2525 Main Street. There is the one right across the street, and then there is one by Town and Country, all will be adding residents. And my only concern is that all of that additional traffic is taken into account for this project. Otherwise, I'm very excited about it. My E-mail is Jason@Jasonqueen.com. I do have one more thing. For the residential, I prefer condos over apartments. Thank you so much. 13. MR. PHIL SCHAEFER: First of all, I think it's a great project overall. I'm very happy to see the vision. Please, please, please bring a Trader Joe's here. We have been trying to get Trader Joe's in the north end of town. There is multimillion dollar homes across the freeway. We need somewhere good to grocery shop so I think that would be a very successful thing you can add to this. That's it. E-mail is my name, philschaeferl@gmail.com. 14. MS. SUE McDONALD: You've got to get the on ramps and off -ramps for the 5 Freeway behind here again. They used to be there. If you do that, then the traffic will take off back there instead of going down Main Street, which is Hahn & Bowersock, A Veritext Company 800.660.3187 Page 18 75D-485 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 too crowded. My email is: oldmcdonald@sbcglobal.net. 15. MS. KELLY MEDINA: Something has to happen. I'm trying to think of one. We live right over there in Park Santiago, which is just east of the Discovery Science Center, and on the corner across the street from there, they're trying to build high -density apartments which we really don't want. I would love it if they would strong arm the city council, and so forth, to put a kibosh on that and make this more the place. But also just adding in, I said it to the CEO who was not apparently aware of it, but they are going to close the carpool lane exit. That is a given. They are also going to change the way that it's working so there aren't going to be very many exits from the 5 Freeway to here and everything is going to have to come down Main Street or come off of the 22 Freeway. Those are really the only -- maybe -- maybe La Veta and Bristol, but that's a big pain in the rear, getting off there. And I'm thinking about the fact they already built these super high -density places here in Orange right across the street and that's where the only other places to get off the freeway are. I think that access -- right now I do anything Hahn & Bowersock, A Veritext Company 800.660.3187 Page 19 75D-486 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 I can to avoid going down Main Street for this one mile because it has so many stop lights and people drive silly and they don't get through lights. No one is going to come here if you can't get through the traffic. The traffic is not going to be fun so it would be nice if they figured out a way to make it very accessible, and also deal with the homeless situation in the parks because we just live a mile but we don't like to walk here at a certain time of day because the people and characters we encounter on the way are iffy and not safe so -- don't you feel like that, Sue? MS. SUE McDONALD: We ran into them coming over. We walked. MS. KELLY MEDINA: At any rate that's why I drove. I didn't know what time I would be getting back. MS. SUE MCDONALD: You were shopping too. MS. KELLY MEDINA: So anyway, I would like it to be something like he made -- when I saw those pictures it made me think about that lima bean, that silver lima bean at Chicago, the area around it has a lot of walking and it has an open air theater, I noticed, venue and it has stores nearby. Just being out in those areas with fountains Hahn & Bowersock, A Veritext Company 800.660.3187 Page 20 75D-487 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 and so forth, was very pleasant. There are lots of people there but, of course, you're going to need an overpass. That's it. Maybe an overpass, a pedestrian bridge over Main because they're not going to be able to cross. That stops up a lot of traffic. There are 4,000 apartments going in over there. They need something to make it like they did at South Coast Plaza so the people don't keep stopping the lights. Anything else you can think of? I've got all kinds of thoughts. Bring in Crate and Barrel. What are your thoughts, Sue? MS. SUE McDONALD: No, just traffic is mostly it. Part one, we'll focus on that. I like better stores in here. MS. KELLY MEDINA: And if there is some way to teach people good manners when they're shopping. They bring all of their kids, and so forth. We live in a dream world, I think. 16. MS. TRACY MATHENY: I would like you to bring Lands' End here as a retailer. Right now you can only get to them either via catalog or go to a Sears store. You get this (indicating) much instead of that (indicating) much, so I would love to see Lands' End. Hahn & Bowersock, A Veritext Company 800.660.3187 Page 21 75D-488 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 I talked to your CEO and he's got a great vision, and I was really glad that I came because he -- he changed what I thought was going to happen here. He changed my mind about how I felt about it because I wasn't sure this is what I wanted, but understanding his vision, I'm excited now for what this is going to be. Thank you. My email is TracyMdesigns@gmail.com. I was feeling negative about the whole thing. I feel differently now. 17. MR. THOMAS CARTNEY: I would say that in general terms that I am very excited with regard to the prospect of redevelopment of this property and that it's understandable with the direction that retail is going, that to make this more of a multi -use project is awesome. Although, I don't feel that in the CEO's presentation that there was enough specifics with respect to, you know, if this is going to be a lifestyle designation. There is presently a gym here. There is presently a sort of adult activity, a bowling lane, pool table arcade thing, so on what scale, what other attractions. A brand new cinema, sure, that's fine. That's fantastic, but what else specifically is going to Hahn & Bowersock, A Veritext Company 800.660.3187 Page 22 75D-489 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 be offered at what scale? And probably my greatest concern on a negative side of this is that I live in the neighborhood closest to this development and that the prospect of having 1900 more units of housing, a 400-key hotel, and the new retail and/or office space will definitely bring much more -- no, I'm doing court reporting -- I decided court reporting. I've taken -- where's the Bible. I'm supposed to do the oath thing; right? Yeah, she's the court reporter. She's taking -- I'm not photogenic among other things. We'd have to do a million takes. I stutter. But my main concern is with this development and many others that are between the crossroads of these two cities that what's not being taken into consideration is the traffic impact, quite frankly. There isn't capacity, you know. Even when I'm looking at the fact that present entitlements, they're saying there is going to be a reduction in trips. I don't even believe that. I can't believe that. That cannot be the case. It does not take into consideration any of the brand new apartments that are here and many other proposed projects. That's the one thing I'm highly skeptical about. And although I feel that this location is a Hahn & Bowersock, A Veritext Company 800.660.3187 Page 23 75D-490 I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 very appropriate location for this type of development, our neighborhood is currently fighting a new 500-unit apartment building on a site adjacent to our single -story home community right off of the freeway. So, if anything, I would just hope that in the entitlement of this project that there -- there has to be some major master plan, or someone has to be overseeing for the welfare of all the residents here in the total amount of development that's happening, whether the infrastructure can even support it. Then I'm going throw in my architectural detail. Okay? They're so far away from the architectural stuff. It's minutia. It's minutia. I have a minutia issue. Then you can get your shot in on 2525 -- I found it interesting that they must have felt that the freeway facade of this current development with the huge gable projection is so iconic that they want to push it through to the street side over here, and that seemed kind of strange and silly to me that the real architectural bones of the site should be keyed off what used to be the Bonton building or the current Macy's building that it would seen to make sense to do a very upscaled mid-century modern type of approach to all the development as a unifying architectural theme. Hahn & Bowersock, A Veritext Company 800.660.3187 Page 24 75D-491 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 That's my two cents about aesthetics and development. I do like the exterior of Macy's. It's incredible. I don't even mind the marble, and it should be preserved. That really is a very well designed facade. All right. 18. MR. DALE HELVIG: Let me just say that the project in itself overall, I like it. My concern is the amount of residential that will go in here and the traffic that will be created as a result of it. Not everybody that will be living and shopping in this area will be working in this area. And so Main Street and the freeway on and off -ramps are going to be of a concern because right there they're heavily congested. Those new developments are only going to add to that so I hope this project takes a look at the infrastructure that's going to be needed to be modified as a result of this project. But I do support the project so -- My email is: nsapainfo@gmail.com. I'm chairman of North Santa Ana Preservation Alliance. 949-525-8477. (End of proceedings at 7:30 p.m., Thursday, May 31, 2018.) Hahn & Bowersock, A Veritext Company 800.660.3187 Page 25 75D-492 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 Y� 25 CERTIFICATION OF CERTIFIED SHORTHAND REPORTER I, the undersigned, a Certified Shorthand Reporter of the State of California do hereby certify: That the foregoing proceedings were taken before me at the time and place herein set forth; that a verbatim record of the proceedings was made by me using machine shorthand which was thereafter transcribed under my direction; further, that the foregoing is an accurate transcription thereof. I further certify that I am neither financially interested in the action nor a relative or employee of any attorney of any of the parties. IN WITNESS WHEREOF, I have this date subscribed my name Dated: June 1, 2018 f= f Katherine Emerling, CSR Certificate Number 11157 Hahn & Bowersock, A Veritext Company 800.660.3187 Page 26 75D-493 [1 - bible] 1 1 2:3 3:6,9 26:18 10 2:12 14:2 11 2:10,13 15:15 11157 1:21 26:24 12 2:11,14 17:22 13 2:15 18:11 14 2:12,16 18:21 15 2:13,17 19:3 16 2:18 21:20 17 2:14,19 22:11 18 2:15,16,20 25:6 19 2:17 190 16:9 1900 3:10 5:10 7:21 23:4 1960 5:21 2 2 2:4 3:24 20 14:8,9 2000 5:21 2018 1:6 3:1,6 25:23 26:18 21 2:18 22 2:19 19:18 25 2:20 15:4 2525 18:2 24:15 2600 16:18 280 3:25 4:7 2800 1:13 3 3 2:3,4,5 6:20 31 1:6 3:1 25:23 4 4 2:6 7:15 4,000 21:6 40 5:20 400 23:5 :9 5 2:7 9:13 16:8 18:23 19:17 500 24:2 55 15:19 5:30 1:6 3:2 6 6 2:5,8 9:19 657-210-4732 5:19 7 7 2:6,9 9:22 77 5:6 7:30 25:22 8 8 2:10 11:1 80 17:4 9 9 2:7,8,9,1112:24 90 17:4 92705 1:14 949-525-8477 25:21 a able 5:22 10:11 12:6 16:12 21:5 access 6:14 16:10 19:25 accessible 20:6 account 18:6 accurate 26:11 action 26:14 active 11:4 activity 22:22 actual 7:1 ad 15:3 add 18:18 25:15 added 16:17 adding 18:419:12 addition 7:24 additional 18:6 addressed 7:19 12:8 adjacent 24:3 adult 22:22 advertised 15:4 aesthetics 25:1 age 5:6 ago 14:5,915:4,4 air 14:18 20:24 airplane 8:20 aisle 6:12 alliance 25:20 allow 4:17 amazon 10:1 amount 16:24 24:9 25:8 ana 1:14 3:1 5:12 10:9 11:5,17,18 15:10 25:20 anchor 13:23 annoys 5:12 anxious 11:8 anyway 14:24 20:20 aol.com. 12:18 apartment 24:3 apartments 4:8,9 18:10 19:8 21:6 23:22 apparently 19:13 appeal 4:21 appreciate 11:3,22 11:25 approach 24:24 appropriate 24:1 arcade 22:23 architectural 24:11,13,21,25 Hahn & Bowersock, A Veritext Company MY24 .487 architecture 13:4 13:8 area 10:4 13:16 20:23 25:11,12 areas 8:6 20:25 arm 19:9 asked 6:9 aspects 13:9,13 association 11:5 11:10 associations 11:18 attorney 26:15 attractions 22:24 avoid 20:1 aware 19:13 awesome 22:17 awful 12:4 b bachelor 4:10 back 3:14,14 6:6 14:9 18:25 20:16 backdoor 5:2 bad 15:12 ballast 10:14 bank 17:8 barbara 2:3 3:9 5:8,15 barbarajrussell 5:17 barrel 21:11 beach 5:4 bean 20:22,22 Bedford 15:20 17:3,4,7 bedroom 4:8 believe 23:20,20 bench 4:16 benches 4:15 better 9:18 21:15 bible 23:8 Page 1 [big - differently] big 3:20 5:25 6:4 19:20 biggest 12:2 15:16 15:24 17:1 bones 24:21 bonton 24:22 bought 3:19 bowling 22:22 boys 5:1 brand 22:24 23:22 breweries 10:12 brewery 10:14 briars 12:20 brick 3:19 bridge 21:4 bring 4:2311:23 14:18 16:7,13 17:16 18:14 21:11 21:18,21 23:6 bringing 16:23,23 bristol 17:6 19:20 build 19:8 building 3:20,20 3:25 4:12,14 12:5 24:3,22,23 buildings 8:3,10 8:11 9:16 built 9:1619:22 bullocks 15:8,19 bunch 16:17 bunny 4:23,24 buy 6:179:25 c california 1:14 3:1 12:10 26:6 call 6:14 called 13:1 campers 13:21 campus 13:1,12 capable 16:18 capacity 23:17 car 16:16 cards 12:21 carnival 9:5,5 carpool 19:14 carrera 2:9 9:22 cars 3:11 5:11 16:7 cart 6:11 cartney 2:19 22:11 case 23:21 catalog 21:23 cats 4:18,18 center 10:8 11:19 11:21 19:6 cents 25:1 centuries 5:23 century 24:24 ceo 16:4 19:12 22:1 ceo's 22:18 certain 20:9 certainly 8:7,9 certificate 26:24 certification 26:1 certified 26:3,5 certify 26:6,13 chairman 25:20 change 14:16 19:15 changed 22:3,4 characters 20:10 chicago 20:22 cinema 22:24 cities 23:15 citizens 11:19,21 city 11:7,2012:9 17:23 19:10 close 19:14 closest 23:3 coast 21:8 code 4:13 college 13:11 come 6:15 10:1 11:10 16:1 17:5,6 17:8 19:18,18 20:4 coming 17:9,11 20:13 comment 1:12 5:15 6:21 10:22 comments 3:8 11:3 communications 12:21 community 12:22 24:4 commute 17.24 company 11:8 completely 13:5 complex 11:21,24 compliment 13:24 concern 15:24 17:25 18:5 23:2 23:13 25:8,13 concerned 7:20 9:23 12:6 16:11 concerns 15:16 condos 18:10 congested 25:14 consideration 17:15 23:16,21 considered 16:22 corner 19:7 council 19:10 country 18:4 couple 14:12 course 21:2 court 23:7,7,10 crate 21:11 Hahn & Bowersock, A Veritext Company 7vD6460v7 created 25:10 cross 21:5 crossroads 23:14 crowded 19:1 csr 1:20,2126:23 curious 8:23 9:2 current 24:17,22 currently 24:2 customer 15:7 d d 2:1 dale 2:20 25:6 date 26:16 dated 26:18 day 10:21 20:9 deal 20:7 decided 23:7 definitely 13:24 23:6 delivery 3:6 density 19:8,22 department 1:12 describes 10:3 designation 22:21 designed 25:4 detail 24:12 deteriorate 9:1 detriment 15:18 developed 12:16 development 12:25 13:20 23:4 23:13 24:1,9,17,25 25:2 developments 25:14 diamond 2:5 6:20 difference 5:25 different 6:24 8:14 8:15 13:5,23 differently 22:10 Page 2 [difficulty - going] difficulty 15:23 dining 10:24 direction 22:15 26:11 directly 16:8 discovery 19:6 disjointed 8:22 disney 10:13 district 5:21 dog 4:12,14,14 doggie 4:15 dogs 4:11,17,19 doing 11:9 23:7 dollar 18:16 downtown 5:12 10:13 dreadful 14:11,11 dream 21:19 drive 10:2516:16 16:16 20:2 drove 20:15 e e 2:1 14:1 15:14 18:8,20 earlier 5:1 east 19:6 easter 4:23,24 easy 6:10 edgewater 9:15 eight 11:17 either 21:22 elements 8:14,15 9:1 ellen 2:5 6:20 email 5:15,16 7:14 9:8 12:18 17:20 19:2 22:8 25:19 emerling 1:20 26:23 employee 26:15 emscandrett 12:18 encounter 20:10 enjoy 10:21 17:17 17:18 entering 4:10 entertainment 10:6,9,10,17,24 entitlement 24:6 entitlements 23:18 entrance 17:3,4 entrances 16:2 eric 2:1011:1,2 everybody 12:17 25:10 exactly 10:2 excellent 13:20 excited 12:1514:3 14:14,24 15:12 17:24 18:7 22:6 22:13 exciting 14:13 exit 19:14 exits 19:16 expedited 3:5 experience 10:24 14:16,25 15:6 explained 16:3 exterior 25:2 extra 4:17 extremely 12:6 f facade 24:17 25:5 faced 12:3 fact 12:1,1519:21 23:18 facts 7:11 family 4:1110:18 fantastic 22:25 far 9:23 10:15 13:17 24:12 fee 4:17 feedback 9:8,10 13:22 feel 7:9,10 10:15 10:19,23 11:11 20:11 22:9,18 23:25 feeling 22:9 felt 22:4 24:17 fighting 24:2 figure 3:11 5:10 figured 20:6 finally 8:16 financially 26:14 find 14:2316:6,20 finding 15:23 fine 22:24 firm 4:10 first 4:25 7:19 11:3 18:12 flashed 6:19 floor 1:13 floral 14:17 flow 15:21 16:20 16:23 17:11 focus 10:2317:11 21:15 folks 11:13 food 10:12 13:19 foregoing 26:7,11 former 1:11 forth 19:10 21:1 21:19 26:8 forward 9:14 14:25 found 24:16 fountains 20:25 four 18:1 frankly 23:16 freeway 8:10 14:17 16:8 18:16 Hahn & Bowersock, A Veritext Company 751504t.gK 18:23 19:17,18,24 24:4,17 25:12 friday 3:6 friends 4:1710:11 10:18 front 17:7 frustrating 6:16 17:2 frustration 16:25 full 13:15,15 fun 10:20 20:5 further 12:16 26:11.13 gable 24:18 garden 5:2017:6 gate 4:13,14 general 22:12 gentleman 16:3 getting 5:3 7:10,10 7:11 10:13 11:13 15:17,23 16:21 17:10,12 19:20 20:16 give 6:14 9:9,15 12:20 13:3 given 19:14 glad 22:2 glover 3:5 gmail.com. 18:20 22:8 25:19 go 4:4,8 5:13 6:17 6:24 7:4 8:8 10:6 10:7,7,11,18,20 17:8 21:23 25:9 goes 4:9 going 3:21 4:21 6:10,13 7:6,11,23 8:4 9:17 10:18,20 11:9 12:5,12,15 14:4,18 15:1,17 Page 3 [going - letter] 17:15 18:25 19:13 19:15,16,17 20:1,4 20:5 21:3,5,6 22:3 22:6,15,20,25 23:19 24:11 25:13 25:15,16 good 7:18 10:21 16:14 18:17 21:17 google 13:2 gotten 14:11 great 4:3 7:11,17 13:3 15:2,3 16:19 18:12 22:1 greatest 23:2 grocery 18:17 group 12:19 grove 5:20 17:6 guess 7:22 guests 7:23 guida 2:12 14:2 15:14 evm 22:21 h h 2:6 7:15 handicap 6:11 handicapped 6:14 handled 12:13 haphazard 8:18 happen 11:1512:2 14:4 19:4 22:3 happened 14:12 happening 14:14 24:9 happiness 17:19 happy 13:21 17:13 18:13 heard 15:22 heavily 25:14 heck 5:12 height 8:3,10,11 held 1:6,11 help 11:12,13 helpful 9:7 helping 12:22 helvig 2:20 25:6 hey 4:3 hi 11:2 high 3:15 14:6 19:8,22 highly 23:23 holiday 15:21 home 6:6 24:4 homeless 20:7 homes 18:16 hope 14:25 24:5 25:15 hopefully 9:14 hospital 6:6 hotel 7:5,25 23:5 house 17:7 household 7:23 housing 13:10 23:5 huge 24:18 huntington 5:4 husband 14:24 i iconic 24:18 idea 5:9 6:23 13:19 ideas 7:18 idiot 6:8 iffy 20:10 imagine 6:8 impact 23:16 important 6:16 included 11:12 including 4:11 incredible 25:3 indicating 6:12,12 21:24,24 infinite 10:21 influence 13:22 information 6:23 7:2 infrastructure 24:10 25:16 interested 11:15 26:14 interesting 13:4,9 24:16 intimate 15:6 intrusive 8:5 inviting 4:4 issue 3:17 5:14 12:3,7 24:14 issues 12:4 Italian 13:8 janelle 2:7 9:13 jason 2:14 17:22 18:8 jasonqueen,com. 18:8 Jeff 2:11 12:24 jeffmarz 14:1 jobs 4:21 joe's 13:2,1518:14 18:15 johnson 2:7 9:13 jorgensons 15:8 juan 2:9 9:22 judy's 15:8 june 3:6 26:18 justin 3:5 k karl 10:13 katherine 1:20 26:23 keep 6:2 9:20 21:8 Hahn & Bowersock, A Veritext Company 70249T keeps 9:4 kelly 2:17 19:3 20:14,19 21:16 key 23:5 keyed 24:21 kibosh 19:10 kids 4:23 8:20 21:19 kind 8:18,1913:4 13:8,19 24:20 kinds 4:20 21:11 know 4:4,6,20,21 4:24 5:24 6:3 8:8 8:11,21,23 9:2,8 9:23,25 10:1,6,10 11:9,13,16 12:1 13:4,5,23 14:10,14 14:18,20,23 15:9 15:11 16:13 17:17 18:1 20:15 22:20 23:17 knowing 7:8 known 15:22.25 l.a. 10:7 la 17:6 19:19 lab 12:21 lands 21:21,25 lane 19:14 22:22 law 4:10 layout 7:3 learn 5:7 lease 11:20 leash 4:16 leave 9:21 16:15 17:18 leaving 9:8 left 3:13 7:8,13 lends 13:11 letter 6:2 Page 4 [level - orange] level 17:9 life 13:12 lifestyle 22:20 lights 20:2,3 21:9 lima 20:22,22 literally 10:5 little 6:22 live 3:25 10:4 11:14 14:16,25 15:20 19:5 20:8 21:19 23:3 lived 14:5,5,8 living 13:1616:14 16:18 25:11 locally 12:23 located 12:23 location 23:25 24:1 lochrie 12:20 long 6:114:10,25 longer 16:11 look 3:14 13:22 25:16 looking 7:17 9:4,8 9:14 14:24 23:17 looks 6:18 8:18 9:5 lot 7:1,10,118:1 8:24 11:12,23 12:4 13:21 14:10 20:23 21:5 lots 21:2 love 6:1,919:9 21:25 In machine 26:10 macy's 24:23 25:2 magazine 15:5 mail 14:1 15:14 18:8,20 main 1:1,11,13 4:2 5:15 8:9 9:15,20 15:7 16:20 18:2 18:25 19:18 20:1 21:4 23:13 25:12 maintain 8:1 maintaining 9:3 maintenance 8:25 9:2 major 12:4 24:7 making 16:20 mall 1:1,11 3:13 7:18,24 8:7,22 9:20,24 10:16,19 10:20 11:15 13:12 14:4,5,6,9,15,21 15:4,6,7,9,12,18 15:18,24 16:8,10 16:19 17:11 manners 21:18 map 7:3,13 8:13 marble 25:3 martinet 2:11 12:24 master 24:7 matching 13:6 matheny 2:18 21:20 matter 1:5 mcdonald 2:16 18:21 20:12,17 21:13 mean 3:18,23 4:2 6:23 7:12 means 16:14 medina 2:1719.3 20:14,19 21:16 meet 13:16 meeting 1:6,11 6:22 7:9 meetings 6:25 11:11 met 4:10 5:1 microsoft 10:8 mid 24:24 mile 11:14 20:1,8 million 23:12 mind 3:18,22 22:4 25:3 minimum 5:11 minutia 24:13,13 24:14 mitigate 12:7 modern 13:7,7 24:24 modified 25:17 mollica 2:1315:15 17:20 moons 14:5 morning 6:417:24 mother 15:19 moved 5:4 14:8 moving 16:18 multi 22:16 multimillion 18:16 n n 1:13 2:1 name 6:7 9:20,21 11:2 12:19 18:20 26:17 nearby 3:19 8:4 20:25 need 11:16 12:12 18:17 21:3,7 needed 25:17 needs 10:2312:2,8 12:16 negative 11:25 22:9 23:2 neighborhood 9:17 11:5,10,17 23:3 24:2 Hahn & Bowersock, A Veritext Company 756-469s7 neighborhoods 8:2 11:6 neither 26:13 neuville 2:4 3:24 4:25 5:18 new 5:3,6,714:12 22:24 23:5,22 24:2 25:14 nice 6:23 13:13 16:11 20:5 nordstrom 1:11 north 11:16 18:15 25:20 noticed 20:24 novo 10:8 nowadays 10:16 10:19 nsapainfo 25:19 number 5:3,5,7,18 17:25 26:24 0 oath 23:9 observations 9:11 observatory 10:9 offered 23:1 office 3:20 7:25 23:6 okay 6:3 13:25 14:9 24:12 old 5:5 oldmcdonald 19:2 once 11:8 online 9:2510:1 open 20:24 opened 14:6 opportunity 11:4 11:25 opposed 10:18 12:13 13:12 orange 10:419:22 EM [organized - right] organized 11:6 outdated 9:25 outreach 12:22 overall 18:13 25:8 overflowing 8:2 overpass 21:3,4 overseeing 24:8 overview 8:13 owner 14:12 16:6 p.m. 1:6 3:2 25:22 pad 5:1 page 2:2 pain 19:20 park 3:14,164:12 4:14,15 14:17 17:17 19:5 parking 3:11,12 3:14,15,16 4:6 5:14 7:20,23,24,24 8:1 15:23 17:9 parks 20:7 part 11:6,18 16:23 21:14 participants 2:2 parties 26:15 partly 12:10 pedestrian 21:4 people 4:2,20 6:10 10:25 11:14,22,24 12:6,12 14:16,17 14:23 15:17,23,25 16:1,12,14,18,21 16:23,24 17:5,11 17:12,13,16 20:219 21:2,8,17 percent 16:9 17:4 persons 13:16 Phil 2:15 18:11 philschaefferl 18:20 phone 5:5,5,18 photogenic 23:11 photos 13:4 pictures 20:21 pie 12:13 piece 16:5 place 1:1,11 8:9 9:4,20 10:9 15:7 17:12,16,23 19:11 26:8 places 19:22,24 plan 8:12 24:7 planned 7:219:3 planning 8:14,15 plaza 21:8 pleasant 21:1 please 18:13,14,14 plenty 9:16 plus 7:23 point 10:14 pool 4:1,11 22:22 population 4:9 positive 5:9 possible 16:22,24 potential 7:3 prefer 18:10 present 23:18 presentation 22:19 presently 22.21,22 presents 17:10 preservation 25:20 preserved 25:4 president 6:2 pretty 15:6 private 4:12 probably 12:2 17:4 23:2 problem 5:11 17:10,14 problems 17:1 proceedings 25:22 26:7,9 project 1:17:2,17 11:12 17:25 18:7 18:12 22:16 24:6 25:7,15,17,18 projection 24:18 projects 18:1 23:23 promising 14:13 properties 3:19 property 3:22 16:5 22:14 proposed 23:23 prospect 22:13 23:4 psychological 12:11 public 1:6 2:2 3:8 punch 4:13 push 24:19 put 5:15,16 8:15 19:10 queen 2:1417:22 questions 6:25 quicker 9:1 quickly 16:22,24 quite 8:20 23:16 nuon 2:12 14:2 r ramp 16:4,7,7 ramps 18:22,22 25:13 ran 20:13 rate 20:15 real 24:21 really 4:3 6:18 7:8 7:10 8:6,13,18 Hahn & Bowersock, A Veritext Company 7 6bt9 9:17 11:15,22 13:9,13,20 17:24 19:8,19 22:2 25:4 rear 19:20 reason 5:23 record 26:9 redevelopment 22:14 reduction 23:19 reference 12:25 13:3 regard 22:13 regarding 7:18 relates 8:21 relative 26:14 renaissance 13:8 reported 1:19 reporter 23:10 26:3,6 reporting 23:7,8 requires 12:10 resident 17:23 residential 7:4,21 8:4,6,8 14:20 16:17 18:9 25:9 residents 11:11 13:17 18:5 24:8 respect 22:20 restaurants 5:13 10:24 result 25:10,17 retail 7:5 10:15,25 22:15 23:6 retailer 21:22 retire 5:23 retired 5:19,21 retirement 5:25 return 10:2 reviews 13:19 right 7:6 8:6,17 9:5 12:16 13:17 Page 6 [right - 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LA 7 E 0 0 a u a 2 c `o e m r a to a C d O ,G Rt O C dt G. w mu m w a a I m IA CA G7 'O 0 %,V) 75D-522 a 3 d 9-1 Im I MAINPLACE TRANSFORMATION- PROJECT Report on Sunshine Ordinance Meeting u MainPlace Mall CENTENNIAL COLLECTION May 31, 2018 Public Meeting, Centennial Real Estate Comments given by video: https://youtu.be/bqCzi2Brs84 75D-525 NIAINPLACE TRANSFORMATION PROJECT Report on Sunshine Ordinance Meeting r i At MainPlace Mall CENTENNIAL COLLECTION . - C u \AQq. � 1 � `` 75D-528 o o V o t � d � a 4 0 d C �y d li I Eo Z ( d P P z 9 75D-529 75D-530 75D-531 On 75D-532 IVAm is .0 2tw O a w • 'O a w c '6 �p 75D-533 O a w • 'O a w c '6 �p 75D-533 75D-534 EXHIBIT 8 75D-535 ko s m olpunies MAINPLACE MIXED -USE PROJECT: APARTMENTS, HOTEL, AND RETAIL Net Fiscal Impact & Economic Benefit Analysis SANTA ANA, CA Prepared For; Centennial Real Estate Company, LLC 8750 North central Expressway, Suite 1740 Dallas, TX 75231 kosm;a,, 1601 N. Sepulveda Blvd. #382 Manhattan Beach, CA 90266 www,kosmont.com December 2018 75D-536 kosi4q... December 31, 2018 Mr. Oliver Robinson Centennial Real Estate Company RE: MalnPlace Market, Fiscal and Economic Benefit Analysis Kosmont & Associates, Inc. doing business as Kosmont Companies ("Consultant" or "Kosmont") Is pleased to present our Fiscal and Economic Benefit Analysis ("Analysis") for Centennial's proposed MalnPlace redevelopment plan ("Project") located at 2800 N. Main Street in Santa Ana, California. Background Centennial Real Estate Company, UC ("Developer") is seeking entitlements from the City of Santa Ana ("City") to develop a mixed -use project on the 50-acre Site. As part of the entitlement process, the City requested an analysis to examine retail market trends and to evaluate the net fiscal and economic impacts of the proposed Project. The proposed development will consist of apartments, hotel, retail and commercial office space. These elements as well as additional improvements are further described in the Analysis. Analysis Description The Analysis evaluates net fiscal revenues and expenditures for the City, as well as direct, indirect, and induced economic benefits to the local economy resulting from the development of the proposed project. The fiscal revenues were derived from estimating the various taxes associated with the Project Including property taxes (secured and unsecured), business taxes, franchise taxes, onsite and off -site retail sales taxes, and hotel transient occupancy taxes. The fiscal expenditures were derived from a per capita allocation ratio applied to estimated project occupants based on the 2016-17 Financial Report for the City of Santa Ana. In the most recent election, The City of Santa Ana voters approved Measure X, which will increase the retail sales tax rate for 10 years by 1.5%, beginning in 2019. The Initiative provides for a 0.5% reduction in 2029 where it will stay for 10 additonal years before expiring. 75D-537 sJko nice Table of Contents Section Page 1.0 Executive Summary ...._4 2.0 Project Description.............................................................................................................8 3.0 Retail Market Trends ...... ............... .......................................................................... ........ 12 4.0 Construction Period ........................................................................................................20 5:0 Fiscal Impacts ....................21 6.0 Economic Impact & Job Benefits...................................................................................31 Index of Exhibits Exhibit 1.1.1: Economic Benefits from Construction..........................................................5 Exhibit 1.1.2: Economic Benefits from Operations............................................................6 Exhibit2.1.1: Local Map....................................................................................................9 Exhibit 2.1.2: Project Site Map.........................................................................................10 Exhibit 2.2.1: Preliminary Site Plan..................................................................................11 Exhibit 3.2.1: Global e-Commerce Sales.........................................................................13 Exhibit 3.2.2: Global Digital Buyers ............. :................................................................... 13 Exhibit 3.2.3: e-Commerce Retail Sales as a Percentage of Total Sales........................14 Exhibit 3.2.4: Major Chain Store Closures.......................................................................14 Exhibit 3,3.1: Concept of Baldwin Hills Crenshaw Mall Redevelopment .........................16 Exhibit 3.3.2: Baldwin Hills Crenshaw Project Summary.................................................16 Exhibit 3.3.3: Concept of Five Lagunas Redevelopment ........ ......... :................... ............ 17 Exhibit 3.3.4: Five Lagunas Project Summary ............................................. .................... 18 Exhibit 3.3.5: Concept of Westfield Promenade Redevelopment....................................16 Exhibit 3.3.6: Westfield Promenade Project Summary ....................................................19 Exhibit 4.1,1: Development Cost Estimate......................................................................20 Exhibit 5.2.1: Property Taxes...........................................................................................22 Exhibit 5.2.2: Property Tax In -Lieu of VLF.......................................................................23 Exhibit 5.2.4: Sales Tax (On-Site/Direct) .........................................................................24 Exhibit 5.2.5: Sales Tax (Off-Sitelindirect).......................................................................25 Exhibit 5.2.6: Hotel Visitors Tax.......................................................................................26 Exhibit 5.2.7: Franchise & Business Taxes.....................................................................27 Exhibit 5.2.8a: City Service Population............................................................................28 Exhibit 5.2.8b: Summary of Annual Net Fiscal Impacts: Phase 1...................................29 Exhibit 5.2.8c: Summary of Annual Net Fiscal Impacts: Full Project...............................30 Exhibit 6.2.1: Economic Benefits from Construction........................................................32 Exhibit 6.3.1: Economic Benefits from On -going Operations..........................................33 75D-538 MainPlace Mall Not Fiscal Impact end Economic Analysis December 2018 Page 4 of 33 1.0 Executive Summary Santa Ana has achieved relative economic success compared to many other California cities, with the local unemployment rate (4.5%) below the state averages. Reflective of its strong economic character, Santa Ana is the corporate headquarters for several major companies including: Behr Paint, First American Corporation, Greenwood & Hall, Ingram Micro, and STEC. It also houses regional headquarters for Xerox, T-Mobile, and Ultimate Software. Despite its current strength, economic growth in the region has been sluggish over the past decade. It was not until 2016 that taxable sales ($4.1 billion) within the City surpassed 2008 pre - recession level of $3.9 billion. Santa Ana's future faces significant economic challenges, as the digital economy converts the lifestyles and social patterns of society. Today's consumers Increasingly utilize online websites for the purchasing of clothes, shoes, and other soft goods that Impact major department stores, As this competition increases, retail chains continue to withdraw from traditional retail spaces; impacting even the most vibrant of communities and retail centers. The result of these forces is the need for the public and private sector to rethink traditional approaches to retail land uses. The Millennial generation, with their Increased use of media and digital communication, no longer seek collections of retail stores. Instead, young consumers Increasingly desire gathering places with stores, restaurants and entertainment venues. Millennials are not the only segment of the population with such desires. According to many economic theorists, the creative class of professionals (artists, designers, scientists, musicians, and programmers) represent another key force in this economic development. This dynamic workforce Is attracted to communities with urban environments and clustered centers, which provide a sense of vitality, diversity, convenience as well as a balanced mix of work, entertainment, services, art and culture. Taking stock of these trends, it is apparent that today's economic forces demand approaches to land use and development that involve a diversification of uses and densities, as well as concepts for public amenities and private attractions that help cities capture consumer trips and thus "sales" sufficient to retain vibrant commercial districts. MainPlace Built in 1987, MainPlace recently lost its major anchor tenant, Nordstrom's and is facing significant competitive challenges to remain a viable regional mall for the economic benefit of the City of Santa Ana. Although the mall is generating over $2 million in annual sales taxes based on City's 1% share, 12-month average annual retail sales are down over 20% as a result of Nordstrom closure. Interestingly, the Macy's store saw no uptick In sales following Nordstrom departure. The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses kosnto,,,,. are projections only. Actual results may differ from those expressed in this analysis. 75D-539 MainPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 5 of 33 Centennial Real Estate wants to transform the existing MainPlace Mall into a "blended -use" village. This study is being commissioned as part of the entitlement effort for development rights for approximately 2 million square feet of hotel, residential and office space, in addition to attracting a 100,000 square foot entertainment anchor that is education oriented and will bring over 1 million children each year to participate in a full day of fun and educational activity, encouraging parents to spend time at the mall after dropping them off. Fiscal Benefits The redevelopment of MainPlace will bring significant fiscal benefits to the City of Santa Ana. Buildout of Phase 1 alone is estimated to generate over $6.6 million in new General Fund revenues annually, with a net fiscal Impact of $5.0 million. Measure X will result in an additional $2.1 million in net revenues thru 2028, and $1.4 million from 2029 through 2038, At full buildout, the City could expect to see $9.3 million In new annual revenue, with a net fiscal impact of $6.5 million, after allowance for municipal service costs. Measure X will result in an additional $2.4 million in net annual revenues thru 2028 and $1.6 million from 2029 through 2038, as shown below. Exhibit 1.1.1 r Fiscal Benefits from Annual Operations Phase 1 Full 8uildout� Fiscal Revenues Annual Gross Fiscal Revenues $6,607,900 $9,295,500 Fiscal Expenditures Annual Gross Expenditures $1,573,786 $2,781,376 NET FISCAL IMPACT Annual Net Fiscal Total With Measure X 2019-2028 With Measure X 2029-2038 $5,034,100 $7,134,000 $6,434,000 $6,514,100 $8,914,000 $8,114,000 koJA� The analyses, projections, assumptions, and any examples presented herein are for I , _Illustrative purposes and are note guarantee of actual and/or future results, -Taxanalyses are projections only. Actual results may differ from those expressed In this analysis. 75D-540 MainPlace Mail Net Fiscal Impact and Economic Analysis December 2018 Page 6 of 33 Economic Benefits The redevelopment of MainPlace will bring significant economic benefits to the City of Santa Ana and Orange County. Buildout of Phase 1 alone is estimated to require over $700 million in new capital investment. Exhibit 1. 1. 2: Economic Benefits from Constnrntinn Phase One Direct (On -Site) Indirect Induced Employment 3,635 1,389 1,512 Labor Income $356,972,000 $96.421,000 $88,909,000 Economic Output $730,713,000 $216,051,000 $235,036,000 Total Countywide 6,536 $541,302,000 $1,181 799 000 Estimated City Capture 3,934 $375,068,000 $777,190,000 Full Project Direct (On -Site) Indirect Induced Employment 7,189 2,615 2,971 Labor Income $704,094,000 $184,310,000 $174,678,010 Economic Output $1,421,181,000 $412,966,000 $461,781,000 Total Countywide 12,775 $1,063,083,000 $2,295,928,000 Estimated City Capture 7,764 $741,062,000 $1,511,310,000 Cnum— MAM A11 V......-__� n ���,111.1P.1u".mpanias (wic) Phase 1 construction is estimated to provide over 3,600 FTE jobs on site, with a total of 6,500 jobs countywide ($540 million in wages), including indirect and induced impacts. By full buildout, the Project could be responsible for over 12,700 full time person years of employment — yielding $1 billion in wages in today'$ dollars, Operations Phase 1 stabilized operations is estimated to provide approximately 1,143 jobs on site, with a total of 1,551 jobs countywide ($71 million in wages), including indirect and induced impacts. After full buitdout, the Project could be responsible for over 5,400 jobs in the County — yielding $400 million In wages in today's dollars, The analyses, projections, assumptlons, and any examples presented herein are for IcosIM94— illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses are projections only. Actual results may differ from those expressed in this analysis. 75D-541 MainPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 7 of 33 Exhibit 1.1.3: Economic Benefits from Annual Onarations Phase One Direct (On -Site) Indirect Induced Employment 1,143 209 200 Labor Income $45,583,000 $13,722,000 $11,746,000 Economic output $130,263,000 $32,902A00 $31,061,000 Total Countywide 1551 $71052000 $200,2271000 Estimated City Capture 1,185 $48,207,000 $142 854,000 Direct (On -Site) Indirect Induced Employment 3,425 877 1.124 Labor Income 279,198,000 54,594,000 6e,147,000 Economic Output 439,342,000 120,188,000 174,918,000 Total Countywide 6,426 399,939,000 734,448,000 Estimated City Capture 3,631 291,638,000 469,748,000 Source: IMPLAN, Kosmont Companies (2018) Lessons Learned Many communities and malls have begun to adapt to the new realities of retail, This report examines three similar malls In Southern California in the process of redeveloping their sites Into mixed or "blended -use" developments by Incorporating office, hotel, and residential uses. The Baldwin Hills Crenshaw Plaza was first opened in 1947 and has served as a key commercial center in central Los Angeles ever since, In June, the Los Angeles City Council approved a redevelopment plan to create a mixed -use entertainment center. 'r Laguna Hills Mali is being reconfigured as a mixed -use redevelopment project in Orange County, due to the loss of all major anchor tenants, The Westfield Promenade in Woodland Hills has suffered from high tenant vacancy, so the owners have filed a proposal to demolish the existing structure and replace It with a 34-acre mixed use project including hotels, residential units, office space, and an entertainment center. With a loss of over 8,000 retail stores nationally in 2017, mall owners are unable to find new tenants for vacant spaces, showing the critical importance of investing In a strategy to diversify the types of land uses, such as apartments, with pedestrian -friendly promenades and open spaces, outdoor dining, and entertainment and retail, all within a unified site. The analyses, projections, assumptions, and any examples presented herein. are for kosiMiig11-Illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses are projections only. Actual results may differ from those expressed In this analysis. 75D-542 MainPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 8 of 33 2.0 Project Description 2.1 Location City of Santa Ana Incorporated In 1886, the City of Santa Ana is a key economic and governmental driver in the center of Orange County. Serving as the County Seat, the City has a 2018 estimated population of 338,247 individuals, Santa Ana Is the second largest City in Orange County and the eleventh largest in the State of California. Its population is predominantly Hispanic (78.2%). Traditionally a largely residential community, modern Santa Ana is characterized by several distinct districts, each with their own unique environment and lifestyles. The core of the city is the downtown area with a dense campus of City and county administrative, retail, and housing uses. The midtown district to the north Is home to several unique entertainment features including the Bowers Museum of Cultural Arts, the Discovery Science Center, and the MainPlace Mall. While to the south, the City has maintained its largely suburban residential character. The City's central location offers direct access to several major California freeways including Interstate Highways 5 and 405, and State Highway 55. The city Is also home two major transit hubs in the Santa Ana Regional Transportation Center and John Wayne Airport. Reflective of its strong economic character, Santa Ana Is the corporate headquarters for several major companies including: Behr Paint, First American Corporation, Greenwood & Hall, Ingram Micro, and STEC. it also houses regional headquarters for Xerox, T-Mobile, and Ultimate Software. Project Site As shown in Exhibit 2.1.1, the MainPlace Mall Is located on the northern edge of the City, just east of the intersection of State Route 22 and Interstate Highway 5. The eastern side of the Site is bordered by North Main Street, on the opposite of which lies the City of Orange. The mail has a current gross leasable area of approximately 1,100,000 sf, and consists of approximately 200 stores, 14 restaurants, two department stores, a gym, and other entertainment options. The Nordstrom store has been vacant since March 2017. The analyses, projections, assumptions, and any examples presented herein are for kosmtyn,,,, illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses are projections only. Actual results may differ from those expressed In this analysis. 75D-543 Exhibit 2.1.1: Local Map 4 r. 2, Gardan Grove 0 d rdnP"Nv� � It45;g..rcv I Fagprrar pAek I.Sh � ai .croawv-yn I.. c;u i' Fountain t".,yh, allay s10 .. A(1�u Yw Source: City of Santa Ana; ESRI, 2018. Malmolace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 9 of 33 Grange u r7rm.M1aw.._ 8 t Y tiAGti _ Y `g 1 rrt � a �val ..eY c 3anla flara<vo ^ u SITE [ S a to Aria` 410 t A Fi,h 51 -'- 1V AfSF - `-E lstSn_ Tdbt -. .f Tustin z x » nerx *' ryVa9+-t GLlrr9n Avn'.- W rwhcac' ,r r.y F i Hr a� y Yh & ref U tusV Irvine The analyses, projections, assumptlons, and any examples presented herein are for Icost'ip,� Illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses am projections only. Actual results may differ from those expressed in this analysis. 75D-544 MalnPlace Mall Net Fiscal Impact and Economic Analysis December 20'18 Page 10 of 33 Exhibit 2.1.2: Project Site Map Source: City of Santa Ana; ESRI, 2018, Land Uses Currently, the Site is zoned for General Commercial (C2) under the City of Santa Ana's Zoning Designations. General Commercial uses currently prohibit residential developments on the site and require conditional use permits for hotels. The Site Is bordered to the immediate south by a special development district for the Discovery Science Center. To the east of the site are additional specific development districts for commercial office space and mixed use. Additional urban mixed -use districts tie to the immediate east of the Site within the City of Orange. Land use beyond the two bordering highways are composed primarily of single residential units. Freeway Access The Site maintains close proximity to access points to two major freeways. On/off ramps to the Garden Grove (22) Freeway are approximately 0.4 miles north-east of the site, while entrances to the Santa Ana (5) freeway are 0.5 miles south of the site. The analyses, projectlons, assumptions, and any examples presented herein are for ko5n1pa ,, Illustrative purposes and are note guarantee of actual and/or future results. Tax analyses are projections only. Actual results may differ from those expressed In this analysis. 75D-545 MainPiace Mall Net Fiscal Impact and Economic Analysis December2018 Page 11 of 33 2.2 proposed Project On the 50-acre property, the Project would redevelop surface parking areas surrounding the existing MainPlace Mall. Retaining approximately 1,100,000 sf of retail space, the proposed site plan would permit approximately 1,900 residential units, 400 hotel rooms, 750,000 sf of office space, and 250,000 sf of new retail space. The proposed expansion would be comprised of up to five new mid -rise apartment complexes, several office buildings, and two hotel towers occupying ten designated areas surrounding the Mall's existing footprint. Developer has already secured a new anchor tenant for 100,000 sf of its new retail space, a family entertainment/education center, which will occupy Area G of the proposed development. The entertainment center allows children to role play as adults in a child -sized replica of a real city, Exhibit 2.2.1: Rreliminary Site Plan Source: Centennial Real Estate Company, LLC, 2013. The analyses, projections, assumptions, and any examples presented herein are for kosmj.,jn . Illustrative purposes and are note guarantee of actual andlor future results. Tax analyses are projections only. Actual results may differ frorn those expressed In this analysis. 75D-546 MainPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 12 of 33 3.0 Retail Market Trends 3.1 Local Retail Trends Santa Ana has seen slow retail growth since the "Great Recession" started a decade ago. In 2008, the City had an estimated $3.9 billion in taxable sales reported in their Annual Financial Report. By 2010, this figure had dipped to $3.1 billion, and It has only been in the last few years that retail sales have exceeded their pre -Recession levels ($4.1 billion in 2017). Part of this slow growth Is potentially indicative of changing retail trends and the growth of the digital economy. Today's consumer is using online websites such as Amazon.com for purchasing clothing, shoes, electronics, appliances, and more. Because of this, even the most vibrant of communities are susceptible to the closure of major department stores and the sales tax revenues that accompany them. Orange County and the City of Santa Ana are by no means exceptions to these trends. Countywide retail vacancy rates, as reported by Kidder Mathews, have slowly increased over the past three years rising from 3.6% to 3.9%, A trend which has been felt particularly amongst several of Orange County's key shopping centers. Across the county, major sites such as the Brea Mall, Laguna Hills Mall, MainPlace Mall, and more have seen major tenants such as Macy's and Sears close their doors. The cause for these closures are by no means local, but instead the result of broader global retail trends. 3.2 National Retail Trends Santa Ana, like most cities, will face many unavoidable challenges as the global retail market Is affected by the continued growth of the digital economy. In order to remain competitive in this evolving retail environment, the City will need to recognize and understand how global trends continue to shape the new retail economy. Foremost among these trends has been the growth of e-Commerce sales within the retail Industry. As seen in Exhibit 3.2.1, from 2014 to 2017 e-Commerce sales grew by 70% and are projected to grow an additional 100% within the next four years. Reflective of this growth, Exhibit 3.2.2 shows that the number of digital buyers has also Increased significantly in the past four years. Since 2014 the number of digital buyers has increased 340 million, The analyses, projections,assumptions, and any examples presented herein are for kosingl�, Illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses are projections only. Actual results may differ from those expressed In this analysis. 75D-547 MainPlace Mail Net Fiscal Impact and Economic Analysis December 2018 Page 13 of 33 Exhibit 3.2.1: Global e-Commerce Sales In6 5 v 4 3 c 02 y t— 1 c au'a 0 2014 2015 2016 2017 2018* 2019* 2020* 2021* *Projected E-Commerce Safes Source: Slatista,2018: The growth of this digital market has taken away from traditional brick and mortar sales over the past two decades. in 2000, e-Commerce retail sales comprised a more 0.8% of the total retail sales market. By Q1 2018, 9,5% of all retail sales were conducted via e-Commerce, a steady growth pattern which Is projected by many economists to continue In the years ahead (see Exhibit 3.2.3). Exhibit 3.2.3: e-Commerce Retail Sales as a Percentage of Total Sales 10.00 9.00 8,00 m 7.00 6,00 5.00 a 4.00 3.00 2.00 1.00 0.00 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 Source: Statists, 2018 Business Insider estimates that in 2017, 8,053 retail stores closed their doors. For comparison, this outpaced closures at the height of the 2008 economic recession which saw 6,183 closures. The analyses, projections, assumptions, and any examples presented herein are for kns notNIllustrative purposes and are not a guarantee of actual andlor future results. Tax analyses are projections only. Actual results may differ from those expressed In this analysis. 75D-548 MainPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 14 of 33 This trend is expected to continue in 2018 and beyond, with 3,487 retail store closures having already been reported already in 2018 alone (see Exhibit 3.2.4). Recently, most major department stores have continued to announce store closures. For example, Sears & K-Mart closed 40 stores in 21018, Macy's is closing 11 department stores, including Laguna Hills Mall and Westside Pavilion. J.0 Penney is closing 8 more stores after a toss of 140 stores in 2017. Brookstone just announced a Chapter 11 bankruptcy filing, and will close all 101 remaining mall stores. Other examples of store closures include: • Toys "R" Us has closed all 735 stores • Bon -Ton Stores has announced liquiation of all its Midwest department stores • Sears and K-Mart announced 80 more store closing in March 2019 Gap will close approximately 200 stores in next few years GNC will close 200 stores in 2018 Footlocker is closing 110 stores J. Crew will close 20 stores Subway is closing 500 stores With a toss of over 8,000 retail stores in 2017, mall owners are unable to find new tenants for vacant spaces, showing the critical Importance of investing in a strategy to diversify the types of land uses, such as apartments, with pedestrian -friendly promenades and open spaces, outdoor dining, and entertainment and retail, all within a unified site. .9.44: 14,000 12,000 10,000 8,000 Source: Credit Suisse, Cushman & Wakefield, 2018, The analyses, projections, assumptions, and any examples presented herein are for kosnlwl-Illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses are projections only. Actual results may differ from those expressed in this analysis. 75D-549 For many large shopping malls, these closures anchor tenants have left significant vacancies. recently estimated that almost 310 of the nation's an anchor tenant. A reality, which will force composition of their tenant spaces. MainPlace Mall Net Fiscal Impact and Economic Analysis December2018 Page 15 of 33 have been especially impactful as traditional The commercial real estate firm CoStar has 1,300 shopping malls are at high risk of losing shopping malls to reconsider the traditional Today's economic forces demand approaches to land use that explore diversification in uses and densities, and concepts for public amenities and private attractions that help cities capture trips and thus "sales" sufficient to retain vibrant commercial districts. Younger consumers, with their increased use of media and digital communication, seek gathering places with restaurants and entertainment venues, rather than collections of retail stores. To this end, retail landlords are increasingly adding office, hotel, residential, entertainment and open space to their shopping centers to draw in more customers throughout the day and evening hours (i.e., creating villages). Retail shop space is being converted towards dining and entertainment markets, with some food stores becoming anchors. Subsequently, these blended use projects are attracting significant demand from employers seeking to attract younger working professionals, who no longer want to be located in a suburban office park or high-rise tower. 3.3 Mall Redevelopment Case Study Examples Reflecting national retail trends, many developers across the country are repositioning traditional shopping malls into new "Villages" and mixed -use developments. Below are three cases of such developments in Southern California. Each demonstrates the ways in which traditional shopping malls are seeking to reposition into new blended use developments. Baldwin Hills Crenshaw Plaza The first post-war retail complex in the state of California, the Baldwin Hilts Crenshaw Plaza has served as a key commercial center in south central Los Angeles since its opening in 1947. Since opening the mall has undergone a number of renovations and additions, the most recent of which was completed in 2010 after the purchase by Capri Capital Partners. However, the mall suffered major setback when the Walmart store was forced to close In January 2016. Following unsuccessful attempts to find a replacement anchor, Capri filed plans with City of Los Angeles for a major mixed -use development expansion. On June 27th, 2016, the Los Angeles City Council approved the development agreement with Capri to add 2 million square feet of office hotel and residential uses, while redeveloping significant retail portions of the existing footprint to become a mixed -use entertainment center. kos,4The analyses, projections, assumptions, and any examples presented herein are. for 111,,Illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses am projections only. Actual results may differ from those expressed in this analysis. 75D-550 MainPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 16 of 33 11 v N, VJVUL Mall dtaptuveu oy 4.tcy taquncu woulo aeo approximately 2 million gross square feet to the existing approximately 1 million square feet already on site. The majority of this to be added space is composed of approximately 1.2 million gross square feet of residential space encompassing 961 new residential units. Additions also Include plans for a 400-key hotel, close to 150 thousand square feet of office space, and approximately 350,000 square feet of new restaurant and retail uses. Exhibit 3.3.2: Baldwin Hills Crenshaw Prfl1PCt.Rumman1 Use Exisfin GFA SF NewGFA SF Retail 833,077 833,077 Theater 75,000 75,000 Commercial 104,041 104,041 Ofce 4,623 148,000 Residential 1,234,500 Retail Restaurant 331,838 Hotel 346,500 Total 1,016.741 3,072,956 auu,cu. Ouverupmem Agreement with city of Los Angeles, 2018, The analyses, projections, assumptions, and any examples presented herein are for kosmo,_ iilusuative purposes and are not a guarantee of actual and/or future results. Tax analyses are projections only. Actual results may diffor from those expressed In this analysis. 75D-551 MainPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 17 of 33 Laguna Hills Mall (Five Lagunas) First opening in 1973, the Laguna Mills mall was centered around four major department stores. In 1991 the first of these department stores (6uffum's) closed, forcing the mall to redevelop the former tenant's space into a food Court. In the past few years, the mall suffered as additional anchor tenants have closed their stores (Sears, Macy's, and JO Penny). As of October 2018, all four of the major anchor tenant spaces will be vacant. Facing high vacancy levels, in 2016 Marlene Geier Partners unveiled plans to redevelop to bring it Into line with the modern shopping experience. Rebranded as the "five Lagunas" the project will more than double the existing square footage of the site. The majority of this new gross area will come from the addition of 1.3 million square feet of residential space (988 units). Additional growth is also planned with 115,300 square feet for new restaurant tenant space, 40,100 square feet for a new fitness center, 45,900 square feet for flex retail and office space, as well as an 109,070 square foot expansion of the oinema tenant on site (see Exhibit 3.3.4). The analyses, projections, assumptions, and any examples presented herein are for kosni„d „Illustrative purposes and are not a guarantee of actual andlor future results. Tax analyses are projections only, Actual results may dlffer from those expressed In this analysis. 75D-552 MAInPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 18 of 33 Exhibit 3.3.4: Five La unas Project Summary Use Existfn GFA SF NewGFA SF Restaurant 78,795 115,354 Retail 873,551 616,013 Fitness - 40,102 Cinema 13,166 109,070 Flex Retail/Medium Office - 45,890 Residential 1,300,000 Total 961,512 1 21226,429 11 ,vc Luyunad rnJecr clan, ZU7 U. Westfield Promenade (The Promenade) Opened In 1973, The Promenade was originally a high -fashion center in Woodland Hills developed by Kaiser Aetna as part of their plan for the former Warner Ranch. in recent years, the promenade has suffered serious tenant issues and slow business. Vacancy from several key tenants has recently pushed the Westfield Group, who owns the site, to make substantial changes to the property. The analyses, projections, assumptions, and any examples presented herein are for kosltonIllustrative purposes and are not a guarantee of actual and/or future results. Tax analyses are projections only. Actual results may differ from those expressed in this analysis. 75D-553 MalnPlace Mall Net Fiscal Impact and Economic Analysis December 2e18 Page 19 of 33 In late 2016, Westfield submitted a proposal to demolish the existing Westfield Promenade in Woodland Hills and reposition the 34-acre site Into a mixed -use project. Replacing the existing 641 thousand square feet of retail space, the project would bring approximately 244,000 SF of retail, 629,000 SF of office space, two hotels with a total of 572 rooms, as well as 1,432 residential units (see Exhibit 3.2.6). Uniquely, the project also includes a 15,000-seat Entertainment and Sports center to accompany approximately 7 acres of open space. If approved by the Los Angeles City Council, the project is not expected to be completed until 2033. Exhibit 3.3.6: Westfield Promenade Project Summary Use Existin GFA. SF NewGFA SE Retail 641,000 244,000 Residential - 1,609,000 Office 629,000 Hotel - 469,000 Entertainment 320,000 Total 641,000 3,271,000' Source: Westfield Promenade Proposed Project Description, 2016. The analyses, projections, assumptions, and any examples presented herein are for kos 1 a, illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses are projections only. Actual results may differ from those expressed In this analysis. 75D-554 MainPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 20 of 33 4.0 Construction Period 4.1 Construction Period Overview and Cost Estimation Construction of the Project is expected to take place in two major phases. Under the first phase, the Developer expects 1,250 residential units, 400 hotel units, 40,000 SF of now retail space, 105,000 SF within former Nordstrom, 100,000 SF of space for "edu-tainment", and 1,650 garage parking spaces to be completed. The second phase of construction, which will bring the project to full buildout totals, is expected to add an additional 650 residential units, 750,000 SF of office space, and an additional 2,900 garage parking spaces. Kosmont has organized this report to illustrate Phase 1 elements of the Project, as well as its final Full Buiidout. The estimated costs for the Full Project are approximately $1.42 billion, including soft and hard costs. At an approximate total of $730 million, Phase 1 elements of the Project are expected to encompass a little more than half of full buildout development costs, summarized in Exhibit 4.1. Development costs displayed In Exhibit 4.1 do not include land, Land acquisition costs are not referenced in the cost estimates, as they do not impact the fiscal calculations, as title is already vested under the Developer's name and no near -term re -assessment is expected. Exhibit 4.1.1: Development Cost Estimate Development Costs (Soft + Hard) Phase 1 $729,800,000 Full Buildout $1,421,400,000 The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not guarantee of actual and/or future results. Tax analyses komalla.„are projections only. Actual results may differ from those expresser) in this analysis. 75D-555 MalnPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 21 of 33 5.0 Fiscal Impacts This Analysis is based on information provided by the Developer, the City of Santa Ana ("City"), Orange County ("County") Property Tax Auditor -Controller's Office, California Department of Finance ("DOF"), California Board of Equalization ("BOE"), U.S. Census, U.S. Bureau of Labor Statistics ("BLS"), and ESRI. 5.1 General Assumptions Unless otherwise noted, the subsequent analysis maintains the following assumptions. • Dollar amounts are expressed in 2018 dollars. • Fiscal impacts are estimated at full build -out and stabilized occupancy. • Employment figures are permanent FTE jobs. 5.2 Fiscal Revenue Analysis 5.2.1 Property Tax Secured properly tax revenues are estimated based on the anticipated assessed value of the Project upon full build -out and the applicable property tax rates for the City (see Exhibit 5.2,1). Acquisition costs were not included as part of the analysis, as the subject property Is already on the tax rolls and title is vested under the Developer's name. According to the Assessor's office, there are a total of 14 Assessor Parcel Numbers (APNs) associated with the Site. The various properties are located in a total of 3 different Tax Rate Areas ("TRAs") namely, 11-015, 11-053, and 11.054. The apportionment to the City is similar for the various TRAs. The City general fund receives an approximate 18.16% share of the annual 1.0% secured property tax general levy placed by the County on the assessed value of the property ($0.1816 of each $1.00 of secured property tax revenue) within the TRAs. Unsecured property taxes are collected based on the assessed value of real property not affixed to the underlying land, such as business fixtures, and some types of vehicles. The rate of taxation and apportionment is generally the same as for secured property taxes. In the City's 2017 Comprehensive Annual Financial Report, the City reported that the assessed value of unsecured property is estimated to be approximately 6.5% of the assessed value of secured property. The analyses, projections, assumptions, and any examples presented heroln are for Illustrative purposes and are note guarantee of actual end/or futuro results. Tax analyses kosrr� ll. are projections only. Actual results may differ from those expressed in this analysis. 75D-556 MalnPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 22 of 33 Exhibit 5.2.1: Property Taxes Phase 1 Full Buildout Total Development Costs (Rounded) $729,820,000 $1,421,400,000 5% Adjustment to Assessed Value: Total Estimated Assessed Value $36 491,000 U1,079,000 $1,350,330,000 $693,329,000 Property Tax Rates General Levy - Secured 1.00% $6.933,290 $13,503,300 City General Fund Distributions -Secured 18.16% $1,258,878 $2,451,795 Unsecured Property as Percent of Secured Estimated Unsecured Property Taxes to City 6.5%. $81,316 6.5% $158,370 Total Property Tax to City (Secured+ Unsecured - Rounded: 1 $1,340,200 1 $2,610,200 Rn„ren• Cenlmnd�l D...,i e„mi.,. �..____.. , , ,. ,,.._ .. --- ___ 5.2.2 Property Tax In -Lieu of VLF Prior to 2004, a percentage of State motor vehicle license fees (VLF) were distributed to cities and counties. In 2005, the State of California instituted a revenue swap, guaranteeing that municipalities and counties within California receive a distribution equal to the VLF collected the prior year, plus a percentage equal to the annual increase in assessed value. Property tax in - lieu of VLF resulting from the Project is estimated based on the incremental amount of assessed value that both Phase 1 and Full Buildout will add to the City; thereby increasing the City's apportionment. In 2017-2018, the City of Santa Ana was expected to receive approximately $31 million in VLF revenues with the total assessed value of all secured property In the City totaling $23.8 billion. Based on the relative ratios associated with these figures, it is estimated that the proposed project will generate approximately $898,000 and $1,750,000 for Phase 1 elements and Full Buildout respectively. The analyses, projections, assumpilons, and any examples presented herein are for kost illustrative purposes and are not a guarantee of actual and/or future results. Tax analysos are projections only. Actual results may differ From those expressed in this analysis. 75D-557 MalnPlaoe Mall Net Fiscal Impact and Economic Analysis December 2018 Page 23 of 33 Exhibit 5.2.2: Property Tax ln-Lleu of VLF Phase 1 Pull'Bufldou Total Estimated Assessed Value _Total Assessed Value within City (2015-16) $693.329,000 $23,886,126 355 $1,35%330,000 $23,886.126 355 Percent Share! Increase in Assessed Value Estiinoted Property Tax In -Lieu of VLF 2.9026% $30,966,459 5.6532% $30,966,459 incremental Project Tax In -Lieu of VLF $898,800 $1,7%600 auuice. may or oama Ana, Cemenmai Heat tstate Company, orange County Assessor's Office (2018) 5.2.3 Real Property Transfer Tax The City of Santa Ana- generates approximately 0.055% of gross sales proceeds in transfer taxes upon the salelre-sale of properties. The analysis assumes that the Developer will retain ownership of the project for an extended period of time•, therefore, the analysis does not include any property transfer taxes. 5.2.4 Safes Tax (On-Site/Direct) The proposed project includes five major retail/commercial components, which are expected to generate significant on -site sales taxes. As seen In Exhibit 6.2.4, these include 75,000 SF of vacant spaces, 30,000 SF for food hall restaurants, 65,000 SF of new retail, a 50,000 SF theater, and a 100,000 SF Edu-tainment Center. Taxable sales for each of these components vary based on current industry standards/projections. In addition to sales tax, the City receives use tax revenues, which are levied on shipments into the State and on construction materials for new development not allocated to a sites location. Use tax is allocated by the BOE to counties and cities based on proportion of countywide and statewide direct taxable sales. Use tax revenues to the City are estimated at an additional 13% percent of point -of -sale taxable sales. Based on the preceding, Full Buildout is expected to result in approximately $127 million in annual taxable sales, which would result in an estimated $1.4 million in sales and use tax revenues for the City. This excludes any future retail development that may is permitted. In the most recent election, Santa Ana voters approved Measure X, which will increase the retail sales tax rate for 10 years by 1.5%, beginning in 2019. The initiative provides for a 0.5% reduction in 2029 where it will stay for 10 additonal years before expiring. The analyses, projections, assumptions, and any examples presented herein are for kosmg 1,,,,-Illustrative purposes and are note guarantee of artual and/or future results. Tax analyses are projections only. Actual results may differ from those. expressed in this analysis, 75D-558 MalnPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 24 of 33 Exhibit 5.2A Sales Tax (On-Site/Direct- arrtt,rlinn mnne,,ra vi ANNUAL TAXABLE SALES Sales Generating Taxable Components Phase 1 Full Buiidout Sal !'It Phase 1 Full Buildout Current Vacant Spaces 75.000 SF 75,000 SF $500 PSF $37.600,000 $87.600,000 New Retail 65,000 SF 65,000 SF $500 PSF $32,500,000 $32.600,000 Entertainment H 100,000 SF 100,000 SF $100 PSF $10,000,000 $10,000,000 Food Hall 30,000 SF 30,000 SF $1,250 PSF $37.500,000 $37,500,000 Theater 50,000 SF 50,000 SF $200 PSF $10.000,000 $10,000,000 Total $127,500,000 $127,500,000 Annual Sales Tax to City 1.0% $1,275,000 $1.275,000 Annual Use Tax as % of Sales Tax 10.0% $127,500 $127,500 Total Sales and Use Tax to City On•$ite t oiraet $1,402 500 $1 402 500 With Measure X 2019.2028 $3,400,000 $3,400,000 With Measure X 2029.2038 $2,700,000 $2,700,000 /1 gross revenues are estimated at $500 Psf with 20%taxable uvc. i My ai aama nnd, r..enrenatal Neal estate Company,. and Kosmont Companies (2018) As noted, Measure X will result in an additional $2.0 million in annual on -site sales taxes to City through 2028, and $1.3 million annually from 2029 through 2038, before expiring. 5.2.5 Sales Tax (Off -Site / Indirect) In addition to onsite sales, employees and residents will generate off -site / indirect sales tax revenue based on the taxable sales generated by the Citywlde spending of Project residents and employees. Resident spending is based on average household incomes and BLS Consumer Expenditure Survey data, which provides spending habits of consumers based on household income. Based on the preceding, Full Buildout is expected to result in approximately $36 million in annual offsite taxable sales, which would result in an estimated $390,000 in annual sales and use tax revenues for the City. Measure X will result in an additional $530,000 in annual offsite sales taxes to City through 2028 and $350,000 annually from 2029 through 2038. The analyses, projections, assumptions, and any examples presented herein aro for kosmg;A, Illustrative purposes and are not a guarantee of actual and/or future results, Tax analyses are projections only. Actual results may differ from those expressed in this analysis. 75D-559 MainPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 25 of 33 '.ultdout $19,600 $0,750 1,857 101,655 $14,602 $5,041 580 387,555 $7,700 $3.080 296 )10,756 1118,454 $7,382 2,250 08,582 613,688 $6,844 432 56,500 95,048 4,757) '0,291 4,703 15,670 2,400 6,400 8,400 Source: SOE, Centennial Real Estate Company, LLC, ESRI, City of Santa Ana, Kosmont Companies (2018) k o s "Act analyses, projections, assumptions, and any examples presented herein are for kns nuir,A Illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses are projections only, Actual results may differ from those expressed In this analysis. 75D-560 MainPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 26 of 33 5.2.6 Hotel Visitors Tax Hotel Visitor Tax ("HVT") revenues are projected based on estimated average daily room rates, occupancy, and the City's TOT rate of 11%, According to the CBRE Hotel market study report, occupancy rates for hotels throughout Orange County is projected to average 80% in 2018. Average Daily Room Rate for Orange County was listed at $193.17 in the same report. All hotel construction is expected to be completed within Phase 1 of the project, The 400 rooms planned under the current model should generate an approximate $2.5 million for the City annually in HVT (see Exhibit 5.2.6), Exhibit 5.2.6: Hotel Visitors Tax Revenue Phase I I Full Buildout Number of Rooms Average Daily Room Rate - 2018$ Arerage Occupancy Rate 400 $193.17 80% 400 $193.17 80% Annual Hotel Room Receipts City HVT Rate $22,562,300 $22,562,300 11.0% Annual TOT to City $2 481 9001 $2 487 900 oource: Cbnt Heal bstate group, Centennial Real Estate Company, LLC, City of Santa Ana 5.2.7 Utility User, Franchise, and Business Taxes Business license tax, utility user tax, and franchise taxes are estimated on a per capita basis based on the City's 2017-2018 Adopted Budget and the relevant resident and employee populations within the City. At full Project bujidout miscellaneous business and utiity taxes are estimated to bring $658,000 to the City General Fund annually; of which $307,000 is derived from Phase 1 project elements See Exhibit 5,2.7 on following page for detail assumptions. The analyses, projections, assumptions, and any examples presented heroin are for 11lustra4ve purposes and are not a guarantee of actual and/or future results. Tax analyses 4nvmm+ wru nrni4rlinne nnh, Anh,.I --ni I— Affor fmm Ihnm nvnroe..H in Ihiu onelveic 75D-561 .Q q. ry 'G a N (O M tp N c0 U w v> f» rFi ca N ' c o a m a a a° u w tq P c @ U C � m N � a y N n S o 0 0 m In o Jyy. ra � C F ro y N � w Ntru�i mto W a dEL LL 75D-562 MalnPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 28 of 33 5.2.8 Fiscal Revenue and Expenditure Analysis Expenditures such as pollce/protective services, public safety, and other fiscal expenditures are also estimated on a per capita basis based on the C€ty's Fiscal Year 2016-2017 Adopted Budget, and the relevant resident and employee populations within the City. For the purpose of revenue and expenditure budget allocation, total projected employees within the City are multiplied by an equivalency factor of 0.5 to arrive at a number of equivalent residents (see Exhibit 5.2.8a). Exhibit 5.2.8a: City Service Population City Resident Population (2018) 342,217 City Employee Population (2016) 158,256 Employee / Resident Weighting Factor 0.5 Effective Total'City Service Population 421`345 ouurce: Eomi, centennial steal Estate company, LLC, City of Santa Ana (2018) Net Fiscal Revenues Utilizing the previous analyses, annual fiscal revenues and expenses were projected for the proposed project over the course of a stabilized fiscal year. The Exhibits below project net fiscal impacts on both the Phase 1 elements of the project, as well as revenues and expenditures based on full buildout. As shown in Exhibit 5.2.8b, the Phase 1 elements are expected to generate $6.6 million at stabilization and yield an annual positive net fiscal Impact of approximately $5.0 million in 2018$. Measure X will result in an additional $2.1 million in annual sales taxes to City through 2028 and $1.4 million annually from 2029 through 2038. The analyses, projections, assumptions, and any examples presented herein are for Illustrative purposes and are not a guaranies of actual and/or future results. Tax analyses 4rn nnn ar.+ nrmm�linna —K, Arlual —die may diffarf-- 0".. --.—A in Pow nnelvaia 75D-563 MalnPlage Mali Net Fiscal Impact and Economic Analysis December 2018 Page 29 of 33 Exhibit 5.2.8b: Annual Net Fiscal iiMDOCt3: Phase 1 Phase 1 plotFisoal Impact Primary,Fiscal Revenues Estimated Annual Total Property Tax (Secured & Unsecured) $1,340,200 Property Tax In -Lieu of VLF $898 800 Sales & Use Tax (On-Site/Direct) $1,402,500 Sales & Use Tax (Off-Site/Indirect) $177.400 Transient Occupancy Tax $2,481,900 Utility User Tax (UUT) $197,548 Business Taxes $85.693 Franchise Taxes $23,880 Total General Fund Revenues (Rounded): $0,607,9tl0 Primary General Fund Expenditures Police $823,979 Fire $358,524 Parks and Reo $141,488 General Government $115,152 Planning and Building $71,613 Public Works $48,691 Bowers Museum $10.460 Community Development $3 877 Total General Fund Expenditures (Rounded): _ _ _ $1,573,786 PHASE ONE NET FISCAL IMPACT (Rounded): $5,034,100 With Measure X 2019.2028 $7,134,000 With Measure X 2029-2038 $6,334,000 source: Centennial Real Estate Company, LLC, California Board of Equalization, City of Santa Ana, Bureau of Labor Statistics, Kosmont Companies, Orange County AuditorrvController (2018) Full Buildout The full project buildout model is also expected to result in additional net revenues for the City upon stabilized occupancy. Excluding Measure X, the estimated annual gross revenues are expected to reach $9.3 million in 2018$, while the net fiscal impact is expected to increase to approximately $6.5 million with the additional elements included (see Exhibit 5.2.8c). The analyses, projections, assumptions, and any examples presented herein are for Illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses kosm. t),„ are projections only. Actual results may differ from those expressed In this analysis. 75D-564 MainPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 30 of 33 Exhibit 5.2.8c; Annual Net Ficnal lmnartc• Fall Prnlenf Full Project Net Fiscal Impact Primary Fiscal Revenues Estimated Annual Total Property Tax (Secured & Unsecured) $2,610.200 Property Tax In -Lieu of VLF $1,750,600 Sales & Use Tax (On-Site/Direct) $1,402,500 Sales & Use Tax (Off-Site/indirect) $392,400 Transient Occupancy Tax $2,481,900 Utility User Tax $357,746 Business Taxes $256,945 Franchise Taxes $43,244 Total General Fund Revenues (Rounded): $9,295,500 Primary General Fund Expenditures Police $1,492,172 Fire $649,264 Parks and Rao $216.646 General Government $203,510 Planning and Building $109,654 Public Works $88.177 Bowers Museum $16,016 Community Development $S 936 Total General Fund Expenditures $2,781,376 FKL PROJECT NET FISCAL IMPACT (Rounded $6,514,100 With Measure X 2019-2028 $8,914,000 With Measure X 2029.2038 $8,114,000 Suurae: Cemenniai Real estate company, LLC, California Board of Equalization, City of Santa Ana, Bureau of Labor Statistics, Kosmont Companies, Orange County Auditor -Controller (2018) Measure X will result in an additional $2.4 million in annual sales taxes to city through 2028 and $1.6 million annually from 2029 through 2038. 'rhe analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses kosmpl,,,,are projections only. Actual results may differ from those expressed in this analysis. 75D-565 MalnPlace Mall Net Fiscal Impact and Economic Analysis December2018 Page 31 of 33 6.0 Economic Impact and Job Benefits 6.1 IMPLAN Modeling This analysis uses the IMPLAN (IMpact analysis for PLANning) econometric Input/output model developed by the IMPLAN Group to quantify the economic Impact to the local region from Project construction i renovation and ongoing operations. This proprietary model estimates the economic benefits on the industries in a given geographic area based on known economic inputs, such as construction costs. The model estimates direct, indirect, and induced benefits expressed in terms of increased economic activity ("output"), earnings ("labor income"), and job creation. Direct Economic Benefits Direct benefits refer to the short-term business activity of general contractors involved in Project construction i renovation and the ongoing business activities of Project tenants. indirect Economic Benefits: Indirect benefits will result when local firms directly Impacted by the Project purchase materials, supplies or services from other firms. Examples would include increased sales of building materials as a result of construction activity, and Increased sales of inputs related to the business operations of tenants within the Project. Induced Economic Benefits: Induced benefits relate to the consumption spending of employees of firms that are directly or indirectly affected by the Project. These would include all of the goods and services normally associated with household consumption (e.g., housing, retail purchases, local services, eto.). Inputs for the IMPLAN economic benefit analysis include the development budget provided by the Developer and permanent on -site employment information estimated by Kosmont. The permanent full-time employment estimates were derived from similar projects and industry standard per -square -foot employment densities for corresponding land use types. 6.2 Construction Related Economic Benefits During the construction period, the Phase 1 elements of the Project are expected to produce approximately 6,500 jobs, $541 million In labor income, and $1.18 billion in economic output across Orange County. Of these projections, approximately 3,900 jobs, $375 million In labor income, and $777 million of economic output are expected to be captured within the City (see Exhibit 6.2.1). The analyses, projections, assumptions, and any examples presented herein are for Illustrative purposes and are not a guarantee of actual andlor future results. Tax analyses kos in ,„ are projections only. Actual results may differ from those expressed In this analysis. 75D-566 MainPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 32 of 33 Exhibit 6.2.1: Economic Benefits from Construction Phase One Direct (On -Site) Indirect Induced Employment 3,635 1,389 1,512 Labor Income $355,972,000 $96,421,000 $88,909,000 Economic Output $730.713,000 $216,051,000 $235,036,000 Total Countywide 6,536 $541,302,000 $1,181.799,000 Estimated City Capture 3,934 $375,068,000 $777,190,000 Direct (On -Site) Indirect Induced Employment 7,189 2,615 2,971 Labor Income $704,094,000 $184,310,000 $174,678,000 Economic Output $1,421,181,000 $412,966,000 $461,781,000 Total Countywide 12,775 $1,063,083,000 $2,295,928,000 Estimated City Capture 7,764 $741,082,000 $1,511,310,000 —Z zu vvil , ,a a,e uwe ry construction. t uu /o of direct benefits are estimated to be captured on -site within the City. 10% of indirect and Induced benefits estimated to be captured off -site within the City. Values in 2018 dollars. Source: IMPLAN, Kosmont Companies (2018) Economic benefits deriving from the full buildout of the project are expected to result in approximately 12,775 jobs, $1.06 billion in labor income, and $2.3 billion of economic output. Of these totals, the City is expected to capture approximately 7,760 jobs, $740 million in labor income, and $1.6 billion in economic output. 6.3 Economic Benefits from On -going Operations Once completed, the Project's Phase 1 elements are projected to result in approximately 1,000 new jobs, approximately $44.9 million in labor Income, and approximately $126.7 million in economic output across the County. Of these projections, IMPLAN estimates that approximately 750 jobs, $30.5 million of labor Income, and $90.4 million of economic output are expected to be captured within the City (see Exhibit 6.3.1). The analyses, projections, assumptions, and any examples presented herein are for Illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses kosn g,8, , are projections only. Actual results may differ from those expressed in this analysis. 75D-567 MainPlace Mall Net Fiscal Impact and Economic Analysis December 2018 Page 33 of 33 Exhibit 6.3.1: Economic Benefits from On -Going Operations rDirect Induced Employment 1,143 209 200 Labor Income $45,583,000 $13,722,000 $11,740,000 Economic Output $136,263,000 $32,902,000 $31,061,000 Total Countywide 1 551 $71 052 000 $200 227 000 Estimated .City Capture 1,185 $48,207,000 $142,854,000 Direct (On -Site) Indirect Induced Employment 3,425 877 1,124 Labor Income 279,198,000 54,594,000 66,147,000 Economic Output 439,342,000 120,188,000 174,918,000 Total Countywide 5 426 399,939,000 734,448,000 Estimated Clty Capture 3,631 291,638,000 469,748,000 Notes. 100 /a of direct benefits estimated to be captured on -site within the City. 10% of Indirect and induced benefits estimated to be captured off -site within the City. Values in 2018 dollars. Source: IMPLAN, Kosmont Companies (2018) Once the full project scope has been completed and is operational, the project is expected to generate approximately 5,400 jobs, $400 million of labor income, and $734 million economic output across the County. Of these benefits, the City is projected to capture approximately 3,600 jobs, $290 million of labor Income, and $470 million of economic output (see Exhibit 6.3.1). The analyses, projections, assumptions, and any examples presented herein are for kosIff illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses '! are projections only. Actual results may differ from those expressed in this analysis. 75D-568 75D-569 J{_Com Imagined. /�'r 'Ii Delivered. City of Santa Ana Main Place Mall Impact Study Peer Review Report May 8, 2018 75D-570 Economics General Limiting Conditions AECOM devoted the level of effort consistent with (1) the level of diligence ordinarily exercised by competent professionals practicing in the area under the same or similar circumstances, and (ii) consistent with the time and budget available for the Services to develop the Deliverables. The Deliverables are based on estimates, assumptions, information developed by AECOM from its independent research effort, general knowledge of the industry, and information provided by and consultations with Client and Client's representatives. No responsibility is assumed for inaccuracies in data provided by the Client, the Client's representatives, or any third -parry data source used in preparing or presenting the Deliverables. 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These statements may be identified by the use of words like "anticipate," "believe," "estimate," "expect," "Intend," "may," "plan," "project," "will," "should," "seek," and similar expressions. The forward -looking statements reflect AECOM's views and assumptions with respect to future events as of the date of the Deliverables and are subject to future economic conditions, and other risks and uncertainties. Actual and future results and trends could differ materially from those set forth in such statements due to various factors, including, without limitation, those discussed in the Deliverables. These factors are beyond AECOM's ability to control or predict. Accordingly, AECOM makes no warranty or representation that any of the projected values or results contained in the Deliverables will actually occur or be achieved. The Deliverables are qualified in their entirety by, and should be considered in light of, these limitations, conditions and considerations. AECOM 75D-571 Prepared for: City of Santa Ana AECOM 401 West AStreet Suite 120 San Diego, CA 92101 aecom.com Copyright © 2019 by AECOM All rights reserved. No part of this copyrighted work may be reproduced, distributed, or transmitted in any form or by any means without the prior written permission of AECOM. AECOM 75D-572 III F11 f M& .. 1. Summary of Findings............................................................................................ 5 2. Economic Impacts................................................................................................ 5 3. Fiscal Impacts.......................................................................................................7 4. Conclusion............................................................................................................9 Figure 1.1 Five and Ten Minute Drive Time around MainPlace Mall Table 1.1: Estimated City Capture of Economic Benefit Table 1.2: Fiscal Expenditure at Full Buildout AECOM 75D-573 1. Summary of Findings AECOM conducted a peer review of "MainPlace Mixed -Use Project: Apartments, Hotel, and Retail: Net Fiscal Impact & Economic Benefit Analysis Santa Ana, CA;' prepared by Kosmont Companies (hereafter referred to as "Consultant") for Centennial Real Estate Company LLC (Developer) in December of 2018. AECOM generally agrees with the consultant's conclusions. Overall, they are reasonable and consistent with industry practice. In some cases the study contains assumptions and methodologies that could be clarified to give the City of Santa Ana (City) a better understanding of the scope of fiscal and economic impacts of the development. 1. The report does not analyze the net new operational impacts of the project. Net new impacts are quantified by subtracting the estimated operational impacts of the existing land uses from the estimated operational impacts of the project. This would allow a more complete assessment of the magnitude the project would potentially put the City on stronger footing compared to the existing land uses. More complete information would help inform the City's decislon-making process. 2. Economic Benefits —The application of the IMPLAN model is based on sound methodology and the results appear consistent with other studies involving similar project size. Additional clarity on the study's assumed City capture rates would be helpful for understanding the results. 3. Fiscal Revenues — Many of the assumptions about fiscal revenues (Property Tax, Business Tax, etc.) are in line with comparable studies and provide reasonable estimates for the impact of the Development. 4. Sales Taxes — The estimates for sales per square foot are optimistic but within the range for comparable properties in Southern California. Capture Rates for employee spending are also near the upper limit for comparable assumptions. 5. Hotel Visitors Tax —The Average Daily Rate (ADR) used to approximate tax revenue is derived from the Orange County Market, but the ADR for the sub -region containing the City is notably lower. 6. Expenditures for Service Population — While the pro rate expenditure for the new service population is a reasonable application of the City's Adopted Budget, assumptions about a below average household size for new residences could greatly underestimate the actual costs to the City. 2. Economic Impacts The Consultant uses an IMPLAN input/output model to estimate the economic impacts of both the construction and stabilized operations of the Development. IMPLAN modeling is a well -established methodology to forecast economic impacts on a regional level that combines direct inputs with localized industry sector and employment data to generate estimates for employment and economic production. While the County -wide measures are largely in line with similar studies in Southern California, the estimated City capture rate of economic benefits could use some clarification. Table 1.1 shows the estimated capture by the City of the employment, labor Income and economic output of the combined direct, indirect and Induced economic benefits for both the Construction and Operations phases of the Development. Table 1.1: Estimated City Capture of Economic Benefits Employment Labor Income Economic Output Phase 1 60% 69% 66°/n Construction Full Buildout 61% 70% 69% Phase 76% 68% 71% Operations Full Buildout 67/0 73/0 64/0 Source: Kosmont Companies Given the peripheral location of MainPlace Mall within the City, the proposed capture rates of 64%-71%forthese economic outputs would need to be substantiated. It is possible that the assumption is well founded or that this is a direct output of the IMPLAN model but this is not detailed in the study. As an illustration, Figure 1.1 shows 5 and 10 minute drive time radii around MainPlace Mall, which include substantial sections of Orange, Anaheim, Garden Grove and Tustin. Similarly, Citywide capture of employment and labor income indicates the place of employment is within the City, and not that jobs would be held and income earned by Santa Ana residents. In fact, the most recent data from the US Census Longitudinal Employer -Household Dynamics Survey (2015) reveal that of the approximately AECOM 5 75D-574 2,500 employees at MainPlace Mall, fewer than 10% reported Santa Ana as their place of residence. While the overall economic outputs are within the expected range for a project of this magnitude, it is not easily discernable from the study that the Citywide capture rates of economic impacts are justifiable. Figure 1.1 Five and Ten Minute Drive Time around MainPlace Mall i s �}a t� k� f ry '» i s d 1: i fig t W.d '�•L< AECOM 75D-575 6 The Consultant estimates an average yearly salary of approximately $40,000 for Phase 1 and $80,000 for full buildout for the total employment in the operations stage of the Development. While the Phase 1 employees will be concentrated in retail and hotel sectors, full buildout anticipates the addition of 2,500 office jobs spread across various industry sectors. This indicates an average yearly salary of approximately $100,000 for the office workers. IMPLAN Labor Income includes the full estimation of salary and benefits, which inflates the average salary. These estimates fall within the approximate range for workers in the industry sectors they represent. Depending on the mix of industries that will occupy space in the proposed Development, these estimates are largely in line with economic patterns in Orange County. 3. Fiscal Impacts The Consultant estimates the generation of additional revenue for the City's General Budget from increased Property Tax, Property Tax in -Lieu of VLF, Property Transfer Tax, Sales Tax (Direct and Indirect), Hotel Visitors Tax, Utility User Tax, Franchise Tax and Business Tax. These estimates are largely derived from well -established methodologies, and AECOM highlights only a few assumptions that need clarification. Property Tax Estimated Property Tax revenues are based on the assessed value of the development at full buildout. In turn, the assessed value is based off the estimated development costs for the entire project with the land acquisition costs excluded. This cost approach to property valuation is widely accepted and the most suitable for this project in the current stage of development. Sales Tax The recent promulgation of Measure X in 2018 increases the relative importance of sales tax to the City of Santa Ana and will be a significant source of revenue for the coming two decades. Estimates of direct Sales Tax depend on predicted sales per square foot for the currently vacant and new retail space in the Development. The Consultant estimates $500 in sales per square foot for general retail. According to an eMarketer survey of retail locations in Southern California in 2018, average sales per square foot was found to be $436, with a median sales per square foot of $322. For new retail space, these estimates are within the acceptable range for the region and will depend on future tenants and strategies for attracting clientele. Sales per square foot for the proposed food hall, entertainment and theater uses fall within the ranges of eMarketer survey data and AECOM verified examples from 2018, again on the high end of ranges. Estimates for indirect sales tax rely on several assumptions regarding household/employee spending habits and the City's capture of this spending. In terms of capture rates for the City, the Consultant estimates 50% of taxable spending for new households and hotel guests and 40% for on -site employees. Comparable studies from AECOM (2018), Economic Planning Systems (2016) and Keyser Marston Associates (2018) calculate ranges from 25%-50%, with greater capture rates for developments near the commercial center of larger cities. A review of retail surplus/leakage data from ESRI reveals that Santa Ana had a retail surplus of approximately $1.5 billion in 2018. This indicates that the City has an abundant supply of retail trade, food and drink that both satisfies the potential demand of City residents and absorbs demand of non-resident households. Nonetheless, a 50% capture rate for the City of new household spending is optimistic considering the peripheral location of the Development in the City of Santa Ana More clarification on the justification for this capture rate would be helpful. The estimate of taxable sales for households, however, is comfortably within the range of several data sources. The Bureau of Labor Services Consumption Survey for the Los Angles Metro Area that Includes the City estimates approximately $22,000 for households across the region, and ESRI estimates approximately $18,000 for the City. However, the level of household spending is determined by many factors, including income and household size. The question of household size will be addressed in the Fiscal Expenditures section below. Taxable sales generated by on -site employee spending, however, are more contentious. Particularly for office workers, the Consultant's estimate of $18,454 per year exceeds figures from the International Council of Shopping Center's Office -Worker Retail Spending that estimate approximately $15,000 per year for the highest category of worker (suburban, senior managers with ample retail option in the immediate vicinity of the office). Nonetheless these AECOM 7 75D-576 averages are based on national data, and retail spending is highly correlated to income, which is significantly higher in Orange County compared to the country as a whole. Hotel Visitor's Tax Transient Occupancy Taxes (TOT) are a significant source of revenue for many municipalities in California. The Consultant uses a CBRE Hotel Report for Orange County to estimate City revenues from the proposed hotel use in the Development. These estimates assume an average occupancy rate of 80% and an Average Daily Rate (ADR) of $193.17. CBRE is a reliable source, and their market data are an industry standard. A simple application of the Orange County average to the proposed development should not be done automatically. Orange County has multiple luxury options lining the coast and clustered around Disneyland that skew the average upward. CBRE's Southern California Lodging Forecast from 2018 places Santa Ana in a sub -region of cities it labels the Orange County Airport Market, for which it estimates an average occupancy of 76% and an ADR of $148. Applying the historic growth rate to hotel rooms in this sub -region would be expected to yield a lower rate and reduce TOT revenue. While AECOM did not model any potential reduction this would potentially reduce annual TOT meaningfully, potentially up to or around 20%. Utility User, Franchise and Business Taxes The Consultant estimates the approximate Franchise and Utility Users Taxes based on their per capita application for the service population and the Business Tax on a per capita application for employees. This is an acceptable methodology, and these predictions are in line with assumptions made in comparable studies. AECOM does question the assumption of resident population revealed only here in the Consultant's report. This assumption will be addressed in the Fiscal Expenditures section below. Fiscal Expenditures The Consultant applies a standard pro rate fiscal expenditure for the service population of the Development, which is calculated as new residents added to a factor of 0.5 applied to new employees. This results In a pro rate Fiscal Expenditure of approximately $512 for resulting service population of the Development at Full Buildout. This methodology is a standard practice and widely accepted for planning purposes. Potential problems arise with the estimation of the service population and the subsequent calculation of Fiscal Expenditures incurred by the City. While the report does not disclose details of the proposed multifamily residences, it does reveal that Phase 1 will bring approximately 1,213 new dwelling units to market and Full Buildout will contain a total of 1,857 units. In the section that details Utility User, Franchise and Business Taxes, the Consultant reveals that the new residential population will be approximately 3,860 at Full Buildout (AECOM calculation based on Consultant's methodology). Thus, the estimated average household size for these new residences would be approximately 2.1. Santa Ana is one of the most densely populated cities in the United States, and the average household size for rented housing units in 2017 was 4.29. This places the Consultant's estimates of residential population well below the City's average. This small household size severely limits the service population from which fiscal expenditures are calculated. The US Census shows that in 2017, Santa Ana had approximately 76,000 occupied housing units, and Costar estimates that 25,000 or 33% were multifamily residences, while 66% were single family residences. Table 1.2 shows the consultant's projection, AECOM's range and the US Census average and the resulting service populations and Total Fiscal Expenditures. We were not able to ascertain based on information included within the study a potential mix of bedroom size by units. As a result, while the assumed 2.1 household size may be reasonable clarification may be warranted. AECOM 75D-577 8 Table 1.2: Fiscal Expenditure at Full Buildout HH Size Service Population Per Capita Expenditure Total Expenditure 2.1 5,426 $512 $2,781,000 2.5 6,206 $512 $3,254,000 3 7,134 $512 $3,657,000 4.29 9,530 $512 $4,966,000 Source: Kosmont Companies, US Census, Costar, AECOM The increased Fiscal Expenditures continue to yield a net benefit to the City's General Fund, although the margin could be reduced by between approximately $500,000 and $2 million. 4. Conclusion Overall, the Consultant's report is based on sound methodology and within the range of comparable studies for fiscal and economic impacts of development in Southern California, several assumptions are optimistic and clarification or validation would be helpful. The inclusion of impacts to the City from the current land uses of MainPlace Mall would also provide the City with a more complete picture of the overall impact of the Development. AECOM 9 75D-578 75D-579 Kimley>>) Horn MEMORANDUM To: Mr. Oliver Robinson From: Serine Ciandella Date: May 2, 2019 Subject. MainPlace Mall Specific Plan -Development of parking Standards The following has been prepared to provide a summary of the current parking standards and requirements for MainPlace Mall, and to present the analysis and recommendations for the proposed future parking standards and requirements for the MainPlace Mall Specific Plan. EXISTING AND APPROVED MAINPLACE MALL DEVELOPMENT AND PARKING STANDARDS MainPlace Mall - Current Entitlements The current development entitlements for MainPlace Mall are summarized on Table 1: Table 1 MainPlace Mall Current Entitlements 1 Gross Square Use Footage Retail / Restaurant / Cinema (1,918 seats) 1,509,255 Office Buildings 1,500,000 Hotel (400 Rooms) (approx.) 500,000 Total 3,509,255 'Source: Requestfor CouncilAction, November 20,2000, Vesting Tentative Parcel Map No. 99-132. 765 The City Drive, Suite 200,. Orange, CA 92868 75D-580 Kimlep Horn MainPlace Mall - Approved Parking Standards Mr. Oliver Robinson, May 2, 2019, Page 2 MainPlace Mall Specific Plan Parking The approved parking standards for the MainPlace Mall uses are summarized on Table 2. Table 2 MainPlace Mall Approved Parking Standards Use Parking Standards Retail / Restaurant / Cinema 3.75 -4.0 / 1,000 SF Net Square Footage Office 3 / 1,000 SF GFA Motel 0.8 / room, 1st 300 rooms 1.0 / room over 300 rooms 1 Source: Requestfor Council Action, November 20,2000, Vesting Tentative Parcel Map No. 99-132. GFA = Gross Floor Area These parking standards are based on the Request for Council Action, November 20, 2000, Vesting Tentative Parcel Map No. 99-132. A copy of this document is provided in Attachment A. Note that a single parking standard is applied to the three uses currently found in MainPlace Mall - specifically, retail, restaurant, and cinema (Mall Uses). Note also that the parking standard for the Mall Uses is not a single rate, but a range, from 3.75 to 4.0; and that the ratio is based on Net Square Footage, rather than Gross Floor Area. This has been a source of ambiguity, since the parking requirements for the Mall Uses is expressed as a single number, not a range; and the Project entitlements are expressed in Gross Floor Area, not Net Square Footage. Net Square Footage is based on the building square footage measured from the inside face of the outer building walls; does not include common areas that are not leased to tenants (such as lobbies, elevator cores, stairs, corridors, atriums); and does not include floor area occupied by mechanical, electrical, communications, and security equipment. Gross Floor Area is the total square footage of the building, including the thickness of the exterior building walls. MainPlace Mall - Parking Requirements for Current Entitlements Based on the current MainPlace Mall entitlements, and the approved parking standards, the parking requirements for build -out of MainPlace Mall are summarized on Table 3. kimley-horn.com765 The City Drive, Suite 200, Orange, CA 92868 714 939 1030 75D-581 Mr. Oliver Robinson, May 2, 2019, Page 3 MainPlace Mall Specific Plan Parking Table 3 MainPlace Mall Parking Requirements for Current Entitlements Parking Required Use Quantity Standard Parking Retail 1,421,255 SF GFA 3.75 - 4,0 / 1,000 Net SF 4,7812 Restaurant 50,000 SF GFA Cinema 1,918 seats 38,000 SF GFA 1 Office 1,500,000 SF GFA 3 / 1,000 GFA 4,500 Hotel 400 rooms 0.8 / room, 1st 300 rooms 340 1.0 1 room over 300 rooms Total 9,621 1 Estimated 2 Assumes an average parking ratio of 3.875 and assumes that the Net Square Footage of the Mall Is 81.75% of the Gross Floor Area; Source: Requestfor CouncilAction, November 20,2000, Vesting Tentative Parcel Map No, 99-132, Build -out of the full MainPlace Mall entitlements would require a parking supply of 9,621 parking spaces. Note that the parking requirement for the Mall Uses (retail, restaurant, and cinema) is derived by using the average of the range of rates (the average of 3.75 and 4.0, which is 3.875), and that the GFA is factored by 81.75% to estimate Net Square Footage. This is consistent with the parking assumptions in the Request for Council Action, November 20, 2000, Vesting Tentative Parcel Map No. 99-132 for MainPlace Mall. MainPlace Mall - Parking Requirements for Existing Development The existing MainPlace Mall consists of 1,130,000 gross square feet of retail, restaurant, and cinema uses (Mall Uses). Based on the approved parking standard, the required parking for the existing MainPlace Mall development is shown on Table 4. kimley-horn.com 765 The City Drive, Suite 200, Orange, CA 92868 714 939 1030 75D-582 Kimlep Horn Mr. Oliver Robinson, May 2, 2019, Page 4 MainPlace Mall Specific Plan Parking Table 4 MainPlace Mall Parking Requirements for Existing Development Use Quantity Parking Required Standard Parking Mall Uses' 1,130,000 GFA 3.75 - 4;0 / 1,000 Net SF 315802 Mall Uses consists of the existing mix of uses in MainPlace Mall, including retail, restaurant, and cinema square footage. 2 Assumes an average parking ratio of 3.875 and assumes that the Net Square Footage of the Mall is 81.75% of the Gross Floor Area; Source., Request for Council Action, November 20,2000, Vesting Tentative Parcel Map No. 99-132. The parking requirement for the existing Mall Uses, based on the approved parking standard, would be a parking supply of 3,580 spaces. MainPlace Mall - Existing Parking Supply and Effective Parking Ratio MainPlace Mall currently has 4,882 parking spaces. When compared to the parking requirement of 3,580 spaces, the existing parking supply provides a surplus of 1,302 spaces. When compared to the existing 1,130,000 square feet of GFA, the existing parking supply of 4,882 spaces equates to an effective parking ratio of 4.32 spaces per existing KSF of Gross Floor Area, and 5.28 spaces per existing KSF Net Floor Area, as shown on Table 5. Table 5 MainPlace Mall Existing Parking Supply and Effective Parking Ratio Use Quantity Current Effective Parking Supply Parking Ratio Mall Uses' 1,130,000 GFA 4,882 4.32 spaces / GFA 5.28 spaces / Net SF 2 1 Mall Uses consists of the existing mix of uses in MainPlace Mall, including retail, restaurant, and cinema square footage. 2 Assumes that the Net Square Footage of the Mall is 81,75% of the Gross Floor Area; Source: Requestfor CouncilAction, November 20,2000, Vesting Tentative Parcel Map No. 99-132. 75D-583 Mr. Oliver Robinson, May 2, 2019, Page 5 MainPlace Mall Specific Plan Parking MainPlace Mall - Existing Parking Demand and Effective Parking Ratio Parking occupancy data collection for the entire Mall was conducted on a typical Friday and Saturday in August, 2018. The peak parking demand observed was 2,472 occupied spaces, between 1:00 PM and 2:00 PM on Saturday. The peak parking demand of 2,472 spaces observed for the current Mall operations was factored to account for three issues: • The observed parking demand was factored to account for approximately 175,000 square feet of vacant space in the Mall at the time of the counts. The counts were taken in August. Based on the Urban Land Institute (ULI) seasonal parking factors published in the Shared Parking (2nd Edition) manual, a seasonal factor of 1.125 is applied to the observed parking demand to account for seasonal fluctuation. • A revitalization factor of 1.10 was then applied to account for an anticipated increase in Mall activity in response to the proposed MainPlace Mall Specific Plan improvements. Once these factors are applied, the observed peak parking demand and resulting estimated parking ratios for the existing Mall Uses would be as summarized on Table 6. Table 6 MainPlace Mall Parking Demand for Existing Development Peak Actual / Estimated Parking Adjustment Parking Usage Ratio Scenario GFA Demand Factors (spaces per s aces KSF GFA Existing Mall GFA 1,130,000 2,4721 2.19 Existing Occupied GFA 955,000 2,472 -- 2.59 Seasonal Factor 2 -- 2,781 1.125 2.91 Revitalization Factor 3 -- 3,059 1.10 3.20 1 Source, Kimley-Horn, August 2018 parking data collection at MainPlace Mall. 2 Source: Urban Land Institute (ULI) Shared Parking (2nd Edition) 3 Anticipated increase in Mall activity with proposed Specific Plan improvements KSF = Thousand Square Feet GFA = Gross Floor Area When each of these adjustment factors is applied to the observed peak parking demand, the resulting estimated parking ratio would be 3.20 spaces per KSF of Gross Floor Area for the existing Mall Uses. 75D-584 KimleyOHorn Mr. Oliver Robinson, May 2, 2019, Page 6 MainPlace Mall Specific Plan Parking PROPOSED MAINPLACE MALL SPECIFIC PLAN DEVELOPMENT AND PARKING STANDARDS MainPlace Mall Specific Plan The MainPlace Mall Specific Plan proposes the following changes to the approved entitlements for MainPlace Mall: Table 7 MainPlace Mall Summary of Approved and Proposed Land Uses Land Use Currently Entitled Proposed Difference Commercial SF 1,509,255 1,400,000 109,255 Office SF 1,500,000 750,000 750,000 Hotel Rooms 400 400 0 Residential DU 0 1,900 DU = Dwelling Unit As shown in the last column, the proposed plan would reduce the commercial and office square footage, and would add 1,900 multi -family residential units. Recommended Parking Standards for MainPlace Mall The approved parking standards for MainPlace Mall were presented previously on Table 2. The following presents a proposed approach to the parking standards to be adopted for the MainPlace Mall Specific Plan. Mall Uses The approved parking standard for the Mall Uses (retail, restaurant, and cinema) is currently 3.75 - 4.0 spaces per 1,000 Net Square Feet. As pointed out earlier, this parking standard has been a source of ambiguity, since the number of required parking spaces for the Mall are expressed as a single number, not as a range; and the Project entitlements are expressed in Gross Floor Area, not Net Square Footage. It is recommended that the parking standard for the Mall Uses be simplified to a single parking ratio, rather than a range; and that the standard be adjusted to apply to Gross Floor Area, rather than Net Square Footage, consistent with other parking standards. 765 The City Drive, Suite 200, Orange, CA 92868 714 939 1030 75D-585 Kim ley »> H orn Mr. Oliver Robinson, May 2, 2019, Page 7 MainPlace Mall Specific Plan Parking As shown on Table 3, the parking requirement for the approved 1,509,255 gross square feet of Mall Uses is 4,781 spaces. This would equate to a parking ratio of 3.17 parking spaces per 1,000 square feet of Gross Floor Area. This ratio is generally consistent with the effective parking ratio of 3.20 that was observed through the parking data collection for the existing Mall Uses. To provide an additional buffer over existing observed conditions, it is recommended that the parking standard for the retail, restaurant, and cinema uses be established at 3.5 spaces per Gross Floor Area in the Specific Plan. Office The approved parking standard for Office use is currently 3.0 spaces per 1,000 square feet of Gross Floor Area. It is recommended that this parking standard remain the same. Hotel The approved parking standard for Hotel use is currently 0.8 space per room for the first 300 rooms, and 1.0 space per room over 300 rooms. It is recommended that this parking standard remain the same. Residential The current MainPlace Mall approvals do not specify a parking standard for residential uses. It is recommended that the parking requirement for residential uses be established at 1.5 spaces per dwelling unit (DU) for residents, and 0.15 space per DU for visitors. These rates are consistent with the Urban Land Institute Shared Parking (2nd Edition) rates. The proposed parking standards for the proposed MainPlace Mall Specific Plan are summarized on Table B. Table 8 MainPlace Mall Specific Plan Proposed Parking Standards Use Proposed Parking Standard Commercial 35 / 1,000 SP GFA Office 3.0 / 1,000 SF GFA Hotel 0.8 / room, lst 300 rooms 1.0 / room over 300 rooms Residential1.5 / DU for residents, plus 0.1.5 / DU for guests GFA = Gross Floor Area DU = Dwelling Unit kimley-horn.com 765 The City Drive, Suite 200, Orange, CA 92868 75D-586 Kim ley >>i Horn Mr. Oliver Robinson, May 2, 2019, Page 8 MainPlace Mall Specific Plan Parking Using these proposed parking standards, the parking requirements for the proposed MainPlace Mall Specific Plan development would be as follows: Table 9 MainPlace Mall Specific Plan Parking Requirements Use Quantity Parking Required Standard Parking Commercial 1,400,000 SF GFA 3.5 J 1,000 GFA 4,900 Office 750,000 SF GFA 3.0 / 1,000 GFA 2,250 Hotel 400 rooms 0.8 / room, 1st 300 rooms 340 1.0 / room over 300 rooms Total Non -Residential 7,490 Residential 1,900 DU 1.5 / DU for residents, plus 3,135 0.15 / DU for guests Total with Residential 10,625 GFA = Gross Floor Area DU = Dwelling Unit SHARED PARKING ANALYSIS A shared parking analysis has been conducted for the proposed MainPlace Mall project using the methodology outlined in the Urban Land Institute (ULI) Shared Parking (2nd Edition) document. The purpose of a shared parking analysis is to determine the actual anticipated usage of the proposed parking supply for the project, taking into account the non -concurrent parking peaks for the retail, office, and hotel uses, and to determine the reduction in parking supply that can be supported due to shared parking synergies. Note that the residential uses are excluded from this analysis, because the tenant parking for the residential components will be reserved exclusively for the residential buildings. The ULI Shared Parking methodology is a multi -step process that, first, establishes the stand- alone peak parking requirements for a variety of uses, including office, retail, and hotel uses. The methodology then applies a percentage to the peak requirement for each use, to represent the actual usage of the parking requirement for each hour of the day between the hours of 6:00 AM and midnight, reflecting the fact that the parking demand for each use fluctuates throughout the course of the day. 75D-587 Kim I epM orn Mr. Oliver Robinson, May 2, 2019, Page 9 MainPlace Mall Specific Plan Parking Beneficial shared parking synergies exist between different uses whose peak operating times occur at different times of the day. The ULI study also identifies weekday vs. weekend variations in parking demand. Uses with non -concurrent peak operating characteristics can share a portion of the same parking supply without detriment to the other, rather than each providing their own distinct and complete parking supply. For example, the parking demand for office uses peaks on weekdays during the mid -morning and mid -afternoon hours; while the parking demand for retail uses peaks on weekends, when the office usage is at its lowest; and hotel parking demand peaks in the late night and early morning hours when both retail and office uses are typically closed. Monthly variations in parking demand for each use for each month of the year are also taken into account in the shared parking methodology. Parking demand for retail peaks on the weekend in the month of December, during the Christmas season, and is at 75% or less from January through October. Each of these factors is incorporated into the shared parking spreadsheets (see Attachment B), and applied to the office, retail, and hotel mix proposed for the MainPlace Mall project. Applying these factors to the proposed mix of uses yields a projected peak parking requirement, at a particular time of day (weekday and weekend) and season. In theory, the actual parking supply that would be needed for the project will not exceed the projected peak, due to the interrelationships and benefits of shared parking synergies. Shared Parking Results As shown previously on Table 9, the total parking requirement for the non-residential portions of the Project, without taking shared parking into account, would be 7,490 spaces. The shared parking analysis indicates that the parking demand for the proposed mix of uses would typically peak at 2:00 PM on weekdays, and 1:00 PM on weekends. The forecasted peak parking demand would range from 4,826 to 6,352 spaces on a weekday, and 3,113 to 4,882 on a weekend, depending on the month of the year, as shown on Table 10. Based on the shared parking synergies and fluctuations in peak parking patterns on a monthly, daily, and hourly basis, the shared parking synergies between the uses would allow for a parking reduction of between 788 (for the peak month of December) and 1,706 spaces (for the next highest peak month of November). The hourly fluctuations of parking demand for each of the office, retail, and hotel uses are shown graphically for November weekdays and weekends on Figures 1 and 2, respectively; and for December weekdays and weekends on Figures 3 and 4, respectively. 765 The City Drive, Suite 200, Orange, CA 92868 714 939 1030 75D-588 Kimley»)Horn Mr. Oliver Robinson, May 2, 2019, Page 10 MainPlace Mall Specific Plan Parking Table 10 Ma➢nPlace Mall Projected Peak Parking Demand by Month Weekday - 2:00 PM Weekend -1:00 PM Month Office Retail Hotel Total Shared Parking Relief Office Retail Hotel Total Shared Parking Rel➢ef Jan 2,250 2,398 178 4,826 2,314 194 2,776 144 3,113 4,027 Feb 2,250 2,398 203 4,851 2,289 194 2,776 165 3,134 4,006 Mar 2,250 2,634 215 5,099 2,041 194 3,049 174 3,416 3,724 Apr 2,250 2,595 213 5,058 2,083 194• 3,003 172 3,369 3,771 May 2,250 2,713 217 5,180 1,960 194 3,140 176 3,509 3,631 Jun 2,250 2,752 231 5,233 1,907 194 3,185 187 3,566 3,574• Jul 2,138 2,634 227 4,999 2,142 184 3,049 183 3,416 3,724 Aug 2,138 2,791 217 5,146 1,994 184 3,231 176 3,590 3,550 Sep 2,250 2,634 217 5,101 2,039 194 3,049 176 3,418 3,722 Oct 2,250 2,713 217 5,180 1,960 194 3,140 176 3,509 3,631 Nov 2,250 2,988 197 5,435 1,706 194 3,458 159 3,811 3,329 Dec 2,250 3,931 171 6,352 788 194 4,550 133 4,882 2,258 75D-589 Kim ley>>i Horn Mr. Oliver Robinson, May 2, 2019, Page 11 MainPlace Mall Specific Plan Parking Figure 1 MainPlace Mall Time -of -Day Parking Accumulation - November Weekday 7,000 ' 6,000 5,000 aim 4,000 31000 2,004 ' 11000 I low 600 7:00 &W 9:00 1000 11:00 12:00 1:00 2:00 3:00 4:00 5:00 6A0 7:00 &:W 9:00 10A0 11:00 U00 AM AM AM AM AM AM AM PM PM PM PM PM PM PM PM PM PM PM PM ■OHice ®Retail ®Hate) Figure 2 MainPlace Mali Time -of -Day Parking Accumulation - November Weekend 7,000 6,000 4,000 gn 3,000 2,000 1,000 gm 6:00 7:00 8:00 9:00 10:00 11:00 12:00 1:00 2:00 3:00 4:00 5:00 800 7.00 8:00 9:00 10.00 11:00 12:00 AM AM AM AM AM AM AM PM PM PM PM PM PM PM PM PM PM PM PM MOFOce ■Retail 6Hatel kimley-horn.com 765 The City Drive, Suite 200, Orange, CA 92868 75D-590 Kim I ey >>> H o rn Mr. Oliver Robinson, May 2, 2019, Page 12 MainPlace Mall Specific Plan Parking Figure 3 MainPlace Mall Time -of -pay Parking Accumulation - December Weekday 7,000 5,000 3,000 2,OOD _. 1,000 6.00 7:00 8;00 9:00 10:00 llAD 12:00 1:00 2:00 100 4A0 5:00 6A0 7;00 8:00 9:00 1ff.00 11:00 12:00 AM AM AM AM AM AM AM PM PM PM PM PM PM PM PM PM PM PM PM ®Office ®Retail ®H tel Figure 4 MainPlace Mall Time -of -Day Parking Accumulation - December Weekend 7,000 6,000 5,000 4,000 3,000 2,000 1,000 »x _ 6:00 7:00 8:00 9:00 10.00 11:00 1200 1:00 2:00 3:00 4:00 5A0 6:00 7:00 890 9:00 10:00 11:00 12:00 AM AM AM AM AM AM AM PM PM PM PM PM PM PM PM PM PM PM PM ®Office ®Retail ®Hotel 75D-591 Mr. Oliver Robinson, May 2, 2019, Page 13 MainPlace Mall Specific Plan Parking It should be pointed out that the results of this shared parking analysis are based on the assumption that all parking spaces are accessible to all uses, and conveniently located within a reasonable walking distance. For a development the size and complexity of the proposed MainPlace Mall, and depending on the final layout, location, and management of the parking supply, it may be necessary to exclude some portions of the parking supply from shared parking consideration, which would reduce the parking reduction that would be supported by shared parking. It is recommended that the potential for a shared parking arrangement between compatible uses be reviewed and evaluated based on proximity and accessibility as each new development comes on line. 765 The City Drive, Suite 200, Orange, CA 92868 75D-592 ►A■am01•14Llk � REQUEST FOR COUNCIL ACTION - NOVEMBER 20, 2000 VESTING TENTATIVE PARCEL MAP NO.99-152 75D-593 REQUEST FOR COUNCIL ACTION dueatlon,m CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: NOVEMBER 20, 2000 TITLE: VESTING TENTATIVE PARCEL MAP NO. 99-152 TO SUBDIVIDE MAINPLhCE/SANTA ANA INTO EIGHT PARCELS AT 2800 NORTH MAIN STREET RECOMMENDED ACTION 91I .. 0 As Recommended 0 As Amended 0 Ordinance on 1st Reading 0 Ordinance on 2nd Reacting 0 Implementing Resolution 0 Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the staff report approving Vesting Tentative Parcel Map No. 99-152 as conditioned. zoning Administrator Action Adopted a resolution approving Vesting Tentative Parcel Map No. 99-152 as conditioned at the meeting of October 11, 2000. DISCUSSION Request of Applicant Santa Ana Venture is applying for a subdivide the 53-acre MainPlace/Santa Ana parcels to accommodate the build -out of project, Property Description vesting tentative parcel map to regional shopping mall into eight the Fashion Square redevelopment The site, located at 2800 North Main Street, is at the north city boundary adjacent to the City of Orange and is abutted by the Garden Grove and Santa Ana Freeways, MainPlace Drive, and Main Street. The MainPlace area is in the District Center (DC) land use category of the General Plan. The zoning district for the site is General Commercial (C2) and the surrounding properties are a variety of commercial uses and abutting freeways (Exhibits 1 and 2). MainPlace/Santa Ana is an enclosed regional shopping center comprised of approximately 1,108,080 square feet on 53 acres with 170 mall tenants, 17 fast food shops, and four anchor stores (Macys, Nordstrom, and two Robinsons-May stores). FRUIC-1964 - 32.A. Tentative Parcel Map No. 99-152 November 6, 2000 Page 2 The property has three parking structures, two of which are located in the northwest corner of the site adjacent to the I-5/SR-22/SR-57 interchange, and one between Main Street and Nordstrom. The remainder of the property is surface parking. An expansion to the mall is anticipated, and will include a three level expansion of the south Robinsons-May store easterly toward Main Street adding approximately 70,000 square feet of floor area; a parking structure containing approximately 416 spaces adjacent to Main Street which would connect to the Robinsons-May expansion at the second level via bridges from the third level of the parking structure; and possibly a new major department store. The design of both the mall expansion and parking structure will be consistent with the existing facilities. Project Description The proposed project is a site plan and vesting tentative parcel map (Exhibits 3 and 4) with several purposes, the first of which is the division of the MainPlace property into eight parcels. The second is to, delineate ownership rights for development purposes on the property. Lastly, the map will vest development rights from a City perspective consistent with the rights conferred in the original Participation Agreement between the Redevelopment Agency and the developer group. The parcel layouts are restricted as to their future use as follows: PARCEL:NUMBER ,LOT SIZE`"(ACRES) [ISE:RESTRICTION", Parcel No. 1 1.1 Office (and ancillary uses) Parcel No. 2 3.4 Parking Structure Parcel No. 3 2.9 Hotel or motel (and ancillary uses) Parcel No. 4 3.0 Parking Structure Parcel No. 5 3.2 Developer Parcel (no use restriction) Parcel No. 6 4.2 Existing Parking Structure Parcel No. 7 3.2 Parking Structure Parcel No. S 25.1 Existing Regional Mall Total 46.1 Ancillary uses typically associated with the primary use listed above are permitted. The development that would result from this map will consist of the expansion of: A �-A IA Tentative Parcel Map No. 99-152 November 6, 2000 Page 3 1. The south Robinsons-May department store along with additional parking. 2, A 400 room hotel. 3. The construction of a south office tower with parking structure. 4. A north office tower with parking structure. The gross square feet of build -out is anticipated as follows: Use;i Grass` S.quare'Footage Retail, Cinema, and Restaurant 1,509,255 office Buildings 1,500,000 Hotel (400 Rooms) (approx.) 500,000 Total 3,509,255 Parking is the one development standard from which relief is requested with this application. Parking proposed to be entitled with this vesting map is based on the parking generation numbers in the Participation Agreement with the Redevelopment Agency and in the Reciprocal Easement Agreement between the mall owners, the department stores, and the City. These ratios include retail, restaurant, and cinema at four spaces per 1,000 square feet of net floor area, office at three per 1,000 square feet of gross floor area, and 0.8 space per room for the first 300 hotel rooms and 1.0 spaces per room thereafter. Use F City2'Standard =;_ Proposed Standard Retail 5/1,000 GFA 3.75-4.0/1,000 net Restaurant 10/1,000 GFA Count with retail office 3/1,000 GFA 3/1,000 GFA Hotel 1.1/room 0.8-1.0/room Conference 1/50 GFA N/A Cinema 1/3 seats Count with retail Analysis of the Issues MainPlace was developed in 1986 as a joint venture of JMB Realty and Santa Ana Venture pursuant to a Participation Agreement with the Redevelopment Agency. Phase 1 of the approved development was for over one million A Tentative Parcel Map No. 99-152 November 6, 2000 Page 4 square feet of retail space in a mixed use setting. An Environmental Impact Report was prepared and certified for the total build out plan for the MainPlace project. No specific plan or special district zoning was created at that time since the General Commercial (C2) district accommodated the project. Subsequently, the commercial development standards have been modified in response to the proliferation of strip centers and mini -malls on small sites throughout the City. These new standards include the requirement of a 15-foot landscape buffer along all streets and internal parking lot landscaping which are appropriate for the scale of small projects but are often excessive when applied to larger scaled projects such as a regional mall. In 1990, the property owner applied for and received approval for relief from parking, setback, and landscaping standards in order to facilitate a 20 percent expansion to the retail mall. A 10 percent parking reduction was granted with 4,987 spaces provided. 'The mall was built Tout Ito "its ;current square footage of 1,108,080 square feet in 1991 with 5,048 parking" spaces at MainPlace. In 1996, ;the ,applicant received approval to expand :MainPlace "with a `70,000 ;square >cot "addition =to the south Robinsons-May' store,` .,expand 'the ,cinemas, "add;restaurants,` .and ;rebuild the ;Sank ,of -,America. This approval reduced the parking ratio on -site to 4.1 per 1,000 square feet. other than the Bank of America work, this phase never proceeded. The Robinsons-May proposal from the 1996 submittal is now part of this package. 1. Tentative Parcel Map The proposed subdivision is consistent with the District Center (DC) land use designation of the General Plan and the General Commercial (C2) zoning district. The design, configuration, and size of the eight parcels being created are in conformance with all of the City of Santa Ana requirements and standards for the subdivision of property. The site is a highly visible parcel of land easily seen from the Santa Ana (I-5) Freeway and adjacent businesses. The property being subdivided is flat with over 1,000 feet of street frontage on Main Street. Each parcel will have at least 100 feet of street frontage on either Main Street or MainPlace Drive. The site is 46.1 acres, -which accommodates the proposed uses. The proposed parcels well exceed the 15,000 square feet minimum required by the., Community Commercial (CI) zoning district. No additional streetE dedications are required of this subdivision. There are no anticipated environmental or health impacts as a result of this iv's' Tentative Parcel Map No. 99-152 November 6, 2000 Page 5 The subdivision of MainPlace is not anticipated to create any impacts to the other uses on -site and in the area. The on and off -site circulation is not impacted by the proposed layout and all future development is required to be designed to tie in with the overall project. The proposed map will facilitate the development of the long-range redevelopment plan and contribute to the long-term success of the project. The overall project is not an intensification of activity from the original redevelopment plan for the site and area. As such, dedication and street improvements on Main Street or MainPlace Drive are.not necessary with this project. 2, Parking The current City parking requirement was developed to satisfy the demands of small retail centers that are characterized by high trip generation and short vehicle parking time on -site. A regional mall, however, generates parking demand at a lower rate because of more extended stays and high pedestrian activity. MainPlace has, as part of its participation agreement with the Redevelopment Agency, reciprocal easement agreements with the department stores; further, subsequent variances created parking generation numbers different from the City's ,zoning code which are reflective of a regional shopping mall rather than smaller community or neighborhood centers. The proposed parking requirement for MainPlace is as follows: Generation City City Proposed; FProposed i Use f { h Y J.."' 1 Factor,_ S ... ... LP i 1 �`1 k'f•$ 3 1,,.:a r' i .. 4 �'.:: Requirement- .,'Standard„'Requirement' ,x,$tandard 3.75- Retail 1,421,255 GFA 5/1,000 GF 7,106 4.0/1,000 net 4,781 Count with Restaurant 50,000 GFA 10/1,000 UP 500 retail. 0 Office 1,500,000 GFA 3/1,000 GFP 4,500 3/1,000 GFA 4,500 Hotel 400 rooms 1,1/room 440 0,8-1.0/room 340 Conference 12,000 GFA 1 50 GF 240 N/A 0 Count with Cinema 1,918 seats 1/3 seats 639 retail. 0 :;f °13,42=5&fit '9;6 v1t7` tv��14r^■ 9 _� Tentative Parcel Map No. 99-152 November 6, 2000 Page 6 The resulting overall parking ratio is 3.44 spaces per 1,000 square feet of mall and office area. This ratio is consistent with the reciprocal agreement between the major tenants and property owner as well as the Owner Participation ,Agreement with the Redevelopment Agency. in order to assess if the parking ratios in the Participation Agreement, the Reciprocal Easement Agreements, and those proposed with this vesting tentative map will realistically address the parking needs of a multi -use regional shopping mall, the applicant has submitted a traffic analysis (Exhibit 5). The study was prepared based on the Urban Land Institute's shared use demand methodology. Per the model, parking generation is calculated by each use using Urban Land Institute demand factors and adjusting them for both time of day and seasonal variations. Based on this methodology, peak demand occurs on a December weekday at 2:00 p.m. The difference between code, the original redevelopment agreement, and the recent parking demand study are shown below. Requirement* � a , , F ,• , _ .:Parking .A City Code 13,425 Participation Agreement 9,621 Urban Land Institute Study 8,754 3. Uniform Codes A result of the creation of the proposed map is the placement of property lines that would, if this were not a covered mall, create violations of the uniform building codes related to yard areas and unprotected openings such as doors and windows near the new property lines. Because the property is held together as a covered mall, a different set of rules set forth in the uniform codes set forth appropriate conditions that require all future development to protect life safety issues. however, because there are no current development plans for the newly created development parcels, a series of conditions have been developed to ensure that future development is consistent with the uniform building code covered mall standards, such that all life safety concerns of the uniform codes are met at the time each subsequent project is submitted into, site plan review and Building Division plan check. e.. r i a s. ii Tentative Parcel Map No. 99-152 November 6, 2000 Page 7 Based upon the analysis of the issues and findings, .staff recommends Approval of Tentative Parcel Map No. 99-152 as conditioned. Environmental ampact The prior Environmental Impact Report and Addendum prepared for MainPlace has been determined to satisfy the requirements of the California Environmental Quality Act (CEQA) for the proposed vesting tentative parcel map. The addendum (Environmental Review 96-033) to the Fashion Square Environmental impact Report was prepared for a prior expansion. Cynthia J Nelson Deputy City Manager Development Services CJN;JM jsx\reports\tpm99-152.CC r ! • •.. *ii':v 1 Y Al GENERAL AGRICULTURE CS ARTERIAL COMMERCIAL .PRO PLANNED RESIDENTIAL DEVELOPMENT •B PARKING MODIFICATION OR COMMERCIAL RESIDENTIAL Al SINGLE FAMILY RESIDENTIAL GSM COMMERCIAL SOUTH MAIN GD COVERNMENTMCENTER flb4000 SMALL LOT SINGLE FAMILY RES. Cl COMMUNITY COMMERCIAL MI LIGHT INDUSTRIAL R2 LIMITED MULTIPLE FAMILY RES, 01-MO COMM. COMMERCIALIMUSEUM DISTRICT M2 HEAVY INDUSTRIAL 83 MEDIUM DENSITY M ULTIPLE C2 GENERAL COMMERCIAL MO MILITARY OPERATIONS FAMILY RESIDENTIAL C3 CENTRAL BUSINESS O OPEN SPACE R4 SUBURBAN APARTMENT$ C3-A CENTRAL BUSINESS•ARTISTVILLAGE P PROFESSIONAL RE REAL ESTATE 04 PLANNED SHOPPING CENTER PCP PLANNED COMMUNITY DEVELOPMENT SD SPECIFIC DEVELOPMENT SP SPECIFICPLAN Aft, TENTATIVE PARCEL MAP 99-152 J, V MAINPLACE/SANTA ANA PAS^ 2800 NORTH MAIN STREET -- —=2500 FEET n i DOB FEET ------30OFEET P L A IN N I N E A N D B U I L 0 1 N G A G E N C Y EXHIBIT 1 A VIR C0.RDEN GR�VEE _----"" ArUf OFFICE BUILDING SITE STORE 4 (p w Z PARKING Z STRUCTURE O PARKING STRUCTURE SITE U PARKING $7RUCTURE 7 MACNS \ be .0 HOTEL SITE lb STORES � V PARKING STRUCTURE 1p STORES NEW OSINSONS� z sLEVEL 4 MAY ;•, 'ad PECK'= O PARKING STRUCTURE G OFFICE SITE OF SLOGDG . 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I { f n I Is (iicf' T ( '' I. is e t T 8 fi d 3s 1`S ripEi e..t ss s �ri YS 9fz ;if vv. i f 1 yt a e Yx J i8 } s§ f IMP I P tI S ! �! °i#{' s tsi3€ { € [S I7e }t i{ 3a 3 Adz €` g+ £ t. •3? .;- : f„ 3x fs9 4 rrsi 7 t es a ee x pa isa 1% is} %} Ai c{ tl 3esxi i} i a Tyy5 ,X{ z bi x z t F °i.>•i T}z °€ ;ci`_i 2% } tt tx g {f fits 34 T€ !i x v s£€ a a v! #i 3 z sT# e9 sQ a� rt{ F11. L{ gt x i tj if 9jSj�c (v {i iva a £}x a {ttasx{� !!a f€ r f it iE �E 97�i 9 Q(i5 t i e s It ar Ys Six 2 1 M t'}{ 5F, x C _^ Co G sCt.' f Gr;L,oC, rme,- MILLS NCVW !e g �'� F s `�R I4p !e#£E T1� i n tvi x t Y Y V CYa 39 t 7 SANTA ANA F/C DEVELOPMENT VENTURE LLC P.O. Box 25738 • Santa Ana, California 92799 (714) 540-0110 May 18, 2000 Hand Delivered Mr. Jeffrey Rice City of Santa Ana Planning & Building Agency P.O. Box 1988, M-20 Santa. Ana, California 92702 Re: MainPlace Vesting Map Dear Jeff: Attached is a copy of the Parking Demand Analysis for MainPlace. The analysis is generated by using the Gross Leasable Square Footage (GLSF) of the various elements (generators) of the development, and then applying the average demand factors estimated by the Urban Land Institute. This information is then adjusted using both seasonal and time of day demand information to project the `Shared Use Demand'. Per the model, the peak demand occurs on a December weekday at 2 p.m. and is based on the following elements: Elements Space Demand • Office 1,500,000GLSF 4,147 • Retail 1,035,435 GLSF' 4,017 • Restaurants 38,791 GLSF* 314 • Cinema 1,918 Seats' 126 • Hotel 400 Rooms 95 • Hotel Convention 12,000 GLSF _54 Total Spaces - Demand 8,754 Under the proposed vesting snap, the following ratios would apply: Rafift Total Spaces Office 1,500,000 3/1000 4,500 Retail 1,100,000 3.75/1000 4,125 Hotel 400 Room 1/room 4000. Total Spaces —Proposed Supply 9,025 MA N , Note: Retail area calculations are based on criteria from the parking model and are slightly greater than 'V � ■ /'©1, r actual development. E 1 Mr. Jaffrey Rice City of Santa Ana Planning & Building Agency Page Two Jeff, please let me know if you need additional information. Thank you. Very truly yours, Chase J. McLaughlin IC att. CA0231 A ATTACHMENT B MAIN PLACE MALL SPECIFIC PLAN ID. 75D-607 S m m n r0 a N C e�1p a oNaN N V D m�v io H 6.T g S nM D n a r H ri iri dv0i ui �ri vi dam j D o D D D o O O D o O o D o o D o O o Z p ^ S u O ............. O O O O O V 2 � O 0 0 0 0 0 0 0 o D o ......... sS p OVV11loo v v11 v vIIvv11NY Y Y Y Y Y Y Y Yo 0 O S SO O Y M O O O O O O O O O O o O Op D O O O O O O0OuLL_o 'E 3 i E 0 0 0 0 D O o o O D o 0 dLL o N LL D D D O D D D D D O O D D O om 0 10 �i�5 . 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O O Q$ g g S O O S O N lc n m m t c a ao �� C arc c f 3 Ste' n n n p z U' ¢ ¢ z �w¢ p p a z z p z z � a aa� 6 6 p aa~ p O � G�w oo� LLz� e 'ate WYY 33a a 0 75D-608 G aPinPoom�.i �:.��om .aie �'�oaaa�mao r O mao �.ti ry nim non nim v�v�`$a0mh F j o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O U 0 0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 a z0 IT �p Qo 0 0 0 0 0 0 0 0 o a 0 0 0 0 0 0 0 0 g z s8 N LL C V2 V2 Q vQ v2 Y Y Y Y Y �Y 0 X Q w o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Q 0 o g o o g S o 0 o C o 4 6 o"4e d c d p in ^+ z Y p zF K p OF O OFF O O O O O O O O O O O O O O O � p 2 p m F Z O > O 2 E 0 O o 0 0 0 0 0 0 0 0 o O o 0 o O o O dLL a a= 0 0 0 0 0 0 0 0 0 0 0 o a 0 0 0 0 � o �a01voamv'm��.°j+rv�rvmm.0im0 L a O W M n) M M T W p N Q P-Mi a Io- aLA� a O z o N 8 0 00 O 00 z ��^^ O b 0 0 e� 8 8 `v'� 8 8 2p� O yypp O b a 0 a z a 0 h m 0 0 0 0 VI < p p 00 00 e e o o [�^� b �• dP dE a o° d` S� o o e\'\' V' Y z 2 K a O oo 0- 2 p w ��� e 0 o o0 0 a o 0 i� N m ,ro e� x 0 0 0 w 0 8 4O n n ro n 0 e a a� o r$ 0� 0 n ro ro m vi o p v=i MO p p v o 0 0 0 p D 0 0 0 0 0 N m m N W p p ~~ o 0 8 8�� ~ � N a vl W 2.0 OJ N � �-i N O 2 W t � } f' N N W (� b0 O�� CO 1�0 N N� N N N �N r p Y p O LL O O O O OI OO a N OO 6 O O� O •i O Ol N N W 'i C p J F u Z s T WU' i3Em z nw � Q E q VLLI O O o$8�+�mQ d' Q J- E �' a Nin s �onmmem�naanmw ei n Ol Ol OJ N N N ry z rc � $°mmti��dP�mu�iammgmodP bP� Ox ti.id d d =,y0 0 8 $ e a c ncma00oMn'"0e mio .+0rvrva .J e 9 9 9 y QJ�rvvOieen w "'rNa01DOmmmmmmro�N 0 g m md°i$md 3: e mod" n�m �n a.�i boo z G e 0 T� 00 0 00 LL ry n m o ro w e m� a n a O Y 0 N ei OO ei � R E a p Y¢ Q¢ a Q Q Q a a a a a n n n a d d d C � F a m�c a �o�amo•�"i .+rvr�i ci.i �6nro t ¢ 75D-609 This page left blank intentionally. 75D-610 75D-611 MAINPLACE MALL TRANSFORMATION PROJECT EIR ADDENDUM The MainPlace Mall Transformation Project EIR Addendum and Technical Appendices is available online at: https://www.sa nta-ana.oM/pb/plan ning-d ivision/ma jor-pla n n i ng-projects-a nd- docu ments/ma i n-place-mall-tra nsformation-project Or by visiting: Planning and Building Agency — Planning Division Public Counter 20 Civic Center Plaza Santa Ana, CA 92701 75D-612 PrelHIINVA DEVELOPMENT AGREEMENT The MainPlace Mall Transformation Project Development Agreement is available online at: https://www.sa nta-a na.o ra/pb/pla nn i na-division/ma f or-plann i nE-pro iects-and-documents/main-place- m al I -transform ation-pro iect 75D-613 This page left blank intentionally. 75D-614 EXHIBIT 2 LS 6.4.19 CITY COUNCIL RESOLUTION NO.2019-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AND ADOPTING AN ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT FOR THE FASHION SQUARE COMMERCIAL CENTER PROJECT (SCH NO. 1983021103) FOR THE MAINPLACE MALL TRANSFORMATION PROJECT AND RE -ADOPTION OF A MITIGATION MONITORING AND REPORTING PROGRAM WHEREAS, MainPlace Shoppingtown, LLC ("Developer" or "Applicant") proposes the MainPlace Mail Transformation Project ("MainPlace Project") at 2800 N. Main Street ("Property") in the City of Santa Ana ("City"); and WHEREAS, the Property is an approximately 49-acre property and the current site of the existing MainPlace Mall, an enclosed 2- to 3-story shopping center with approximately 1,130,000 square feet of commercial uses; and WHEREAS, the MainPlace Project seeks to revitalize the existing MainPlace Mall to adapt to changing market conditions, facilitate private investment, and provide a long- term development plan for the Property; and WHEREAS, the MainPlace Project proposes a full buildout at the Property of 1,400,000 square feet of commercial, 760,000 square feet of office, 400 hotel rooms, and 1,900 residential units; and WHEREAS, the entitlements sought for the MainPlace Project include adoption of a Specific Plan (Specific Plan No. 4), approval of a Tentative Parcel Map (Tentative Parcel Map No. 2018-01), and approval of a Development Agreement (Development Agreement No. 2018-02); and WHEREAS, in 1983, the City Redevelopment Agency certified the Final Environmental Impact Report ("1983 EIR") for the Fashion Square Commercial Center Project ("Originally Approved Plan"), which analyzed the potentially significant environmental impacts of a mixed -use commercial center with 1,600,000 square feet of commercial space, 1,600,000 square feet of office space, and 1,200 hotel rooms; and WHEREAS, in 1996, Addendum ER 96-033 ("1996 Addendum") to the 1983 EIR was prepared and approved to evaluate a then -proposed expansion of the Originally Approved Plan's commercial uses; and WHEREAS, pursuant to the 1983 EIR as amended by the 1996 Addendum, the Property is currently entitled for up to 1,609,256 square feet of commercial, 1,500,000 square feet of office, and 400 hotel rooms ("Current Entitlements"); and 55394.00053 �32005 702.1 75D-615 WHEREAS, the Current Entitlements could be developed without any further discretionary permits issued by the City; and WHEREAS, when compared against the Originally Approved Plan, the MainPlace Project represents a reduction of 200,000 square feet of commercial, a reduction of 750,000 square feet of office, a reduction of 800 hotel rooms, and the addition of 1,900 residential units; and WHEREAS, when compared against the Current Entitlements, the MainPlace Project represents a reduction of 109,255 square feet of commercial, a reduction of 750,000 square feet of office, no change in the number of hotel rooms, and the addition of 1,900 residential units; and WHEREAS, when compared against the existing MainPlace Mall, the MainPlace Project would permit the addition of 270,000 square feet of commercial, the addition of 760,000 square feet of office, the addition of 400 hotel rooms, and the addition of 1,900 residential units; and WHEREAS, pursuant to the California Environmental Quality Act (Public Resources Code section 21000 et seq.) ("CEQA") and the State CEQA Guidelines (14 Cal. Code Regs. 15000 et seq.), the City is the Lead Agency for the MainPlace Project; and WHEREAS, pursuant to CEQA, when taking subsequent discretionary actions in furtherance of a project for which an EIR has already been certified, the Lead Agency is prohibited from requiring a subsequent or supplemental EIR unless at least one of the circumstances identified in Public Resources Code section 21166 or State CEQA Guidelines section 15162 are present; and WHEREAS, City staff has evaluated the MainPlace Project and considered whether, in light of the impacts associated with its development, any supplemental or subsequent environmental review is required pursuant to Public Resources Code section 21166 or State CEQA Guidelines section 15162; and WHEREAS, based upon the analysis contained in the MainPlace Mall Transformation Project EIR Addendum ("2019 Addendum") City staff has concluded that none of the circumstances described in Public Resources Code section 21166 or State CEQA Guidelines section 15162 have occurred, and thus no supplemental or subsequent EIR is required; and WHEREAS, on May 13, 2019 at a duly noticed public hearing, the Planning Commission considered the 2019 Addendum and recommended its approval to the City Council; and WHEREAS, on June 4, 2019, at a duly noticed public meeting, the City Council has reviewed the Addendum, along with the Information in the 1983 EIR and the 1996 Addendum, prior to taking action on the MainPlace Project; and 35794.00053%32004762J 75D-616 WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: SECTION 1. The above recitals are true and correct and incorporated herein by reference. SECTION 2. State CEQA Guidelines section 15164 requires lead agencies to prepare an addendum to a previously certified EIR if some changes or additions to the project are necessary, but none of the conditions requiring preparation of a subsequent EIR are present. The City Council has reviewed and considered the 1983 EIR, the 1996 Addendum, and the 2019 Addendum, and finds that these documents taken together contain a complete and accurate reporting of all of the potential environmental impacts associated with the MainPlace Project. The City Council further finds that the 2019 Addendum has been completed in compliance with CEQA and the State CEQA Guidelines. The City Council further finds and determines that the Addendum reflects the City's independent judgment. SECTION 3. Based on the substantial evidence set forth In the record, including but not limited to the 1983 EIR, the 1996 Addendum, and the 2019 Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the MainPlace Mall Property, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: (a) The MainPlace Project does not constitute a substantial change that would require major revisions of the 1983 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. (b) There is not a substantial change with respect to the circumstances under which the MainPlace Project will be developed that would require major revisions of the 1983 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. (c) New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 1983 EIR was certified or adopted, showing any of the following: (1) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially 55394.0005312005762.1 75D-617 reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. SECTION 4. The City Council hereby finds that certain mitigation measures Identified in the 1983 EIR remain applicable to the MainPlace Project, while other mitigation measures are no longer applicable on the basis they have already been completed, or have been superseded by law. These findings are laid out more specifically in the Mitigation Monitoring and Reporting Program ("MMRP") attached hereto as Exhibit A. The City Council therefore hereby re -adopts those mitigation measures identified as remaining applicable to the MainPlace Project, through the MMRP attached hereto and incorporated herein as Exhibit A. SECTION 5. The City Council hereby approves and adopts the 2019 Addendum, attached hereto and incorporated herein as Exhibit B. SECTION 0. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Frown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. SECTION 7. The City Council directs staff to prepare, execute and file a CEQA Notice of Determination with the Orange County Clerk's Office within five working days of the City Council's approval of the MainPlace Project. 55394.00053 V 2005762.1 75D-618 SECTION 8, The 1983 EIR, the 1996 Addendum, and the 2019 Addendum, and any other documents and materials that constitute the record of proceedings upon which these findings have been based are on file and available for public review at Santa Ana City Hail, Planning and Building Agency, M20, 20 Civic Center Plaza, Santa Ana, California 92802. The custodian of these records is Norma Mitre, Acting City Clerk for the City. SECTION 9. This resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this resolution. ADOPTED this 4th day of June, 2019. AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck, Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY 1, NORMA MITRE, Acting Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019-xx to be the original resolution adopted by the City Council of the City of Santa Ana on 2019. 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'A ,CL 91 4+ W_ m N N N e 74�T$o0 a '« v L5 @y ryol W v 0 a XV v 8 U C 75D-637 MAINPLACE MALL TRANSFORMATION PROJECT EIR ADDENDUM The MainPlace Mail Transformation Project EIR Addendum and Technical Appendices is available online at: https://www. anta-ana ora(pb/planning-division/major-planning-proiects-and- documents/ma i n-place-mall-transformation-p roiect 55394.0005302005762.1 Or by visiting: Planning and Building Agency— Planning Division Public Counter 20 Civic Center Plaza Santa Ana, CA 92701 75D-638 EXHIBIT 3 LS 6.4.19 CITY COUNCIL ORDINANCE NO, NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2018-04 FOR THE MAINPLACE MALL SPECIFIC PLAN FOR THE PROPERTY LOCATED AT 2800 NORTH MAIN STREET WHEREAS, the City of Santa Ana ("City") is authorized pursuant to Government Code Sections 65450 through 65457 and the Santa Ana City Charter to adopt specific plans to implement its General Plan by acting as statements of planning policy that refine the general plan policies applicable to a defined area, by directly regulating land use, or by bringing together detailed policies and regulations into a focused development scheme; and WHEREAS, applicant MainPlace Shoppingtown, LLC ("Developer") proposes the MainPlace Mall Transformation Project ("MainPlace Project") at 2800 N. Main Street ("Property') in the City, more particularly described in Exhibit A, attached hereto and Incorporated herein by this reference; and WHEREAS, the Property is an approximately 49-acre property and the current site of the existing MainPlace Mall, an enclosed 2- to 3-story shopping center with approximately 1,130,000 square feet of commercial uses; and WHEREAS, the MainPlace Project seeks to revitalize the existing MainPlace Mall to adapt to changing market conditions, facilitate private investment, and provide a long- term development plan for the Property; and WHEREAS, the MainPlace Project proposes a full buildout at the Property of 1,400,000 square feet of commercial, 750,000 square feet of office, 400 hotel rooms, and 1,900 residential units; and WHEREAS, the entitlements sought for the MainPlace Project include adoption of a Specific Plan (Specific Plan No. 4) approval of a Tentative Parcel Map (Tentative Parcel Map. 2018-01), and approval of a Development Agreement (Development Agreement No. 2018-02); and WHEREAS, the General Plan land use designation for the Property is District Center and zoning for the Property is General Commercial (C2); and WHEREAS, the proposed MainPlace Mali Specific Plan ("Specific Plan"), attached hereto and incorporated herein as Exhibit B, would regulate and guide land development, design, as well as plan administration and implementation for the Property and the MainPlace Project; and 55394M053t32105777. t 75D-639 WHEREAS, pursuant to SB 18, which requires local governments to consult with California Native American Tribes before adopting or amending a specific plan, the City contacted the Native American Heritage Commission (NAHC) to request a list of tribes that should be consulted about the MainPlace Project, and NAHC provided a list of six tribes; and WHEREAS, on January 28, 2019, the City formally invited the six Native American Tribes identified by NAHC (Juaneno Band of Mission Indians Acjachemen Nation, Gabrielino-Tongva Tribe, Gabrielino Tongva Indians of California Tribal Council, Gabrielino/Tongva Nation, Gabrieleno/Tongva San Gabriel Band of Mission Indians, and Gabrieleno Band of Mission Indians —Kith Nation) to consult and none responded requesting consultation; and WHEREAS, the Specific Plan came before the Planning Commission for a duly noticed public hearing on May 13, 2019. At that hearing, the Planning Commission recommended that the City Council approve said Specific Plan; and WHEREAS, the Specific Plan came before the City Council for a duly noticed public hearing on June 4, 2019, WHEREAS, the City Council has determined that by adopting the Specific Plan, the City will promote orderly growth and quality development on the Property in accordance with the goals and policies set forth in the General Plan; and WHEREAS, the physical effects, if any, of the MainPlace Project and this Development Agreement have been analyzed pursuant to California Environmental Quality Act ("CEQA") (Pub. Resources Code section 21000 et seq.) in the certified Final Environmental Impact for the Fashion Square Commercial Center Project ("1983 EIR"), Addendum ER 96-033 to that 1983 EIR ("1996 Addendum), and the MainPiace Mall Transformation Project EIR Addendum ("2019 Addendum), and together these documents contain a complete and accurate reporting of all of the potential environmental impacts associated with the MainPlace Project. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN A$ FOLLOWS: SECTION 1. C QA. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows; Based on the substantial evidence set forth in the record, including but not limited to the 1983 EIR, the 1996 Addendum, and the 2019 Addendum, the City Council finds that an addendum Is the appropriate document for disclosing the changes to the MainPlace Mali Property, and that none of the conditions Identified In Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: 93394.00053\3 2005777.1 75D-640 A. The MainPlace Project does not constitute a substantial change that would require major revisions of the 1983 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the MainPlace Project will be developed that would require major revisions of the 1983 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously Identified significant effects. C. New information of substantial Importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 1983 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (11) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (III) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. SECTION 2. GENERAL PLAN CONSISTENCY. Based on the entire record before the City Council, including all written and oral evidence presented to the City Council, the City Council hereby finds that the Specific Plan is compatible with the objectives, policies, and general plan land use programs specified in the General Plan for the City of Santa Ana In that: A. The City of Santa Ana has officially adopted a General Plan. B. The land uses and development authorized by the Specific Plan, and the Specific Plan itself, are compatible with the objectives, policies, general land uses, and programs specified in the General Plan, for the following reasons: The existing General Plan land use designation for the Property is District Center --Intended to serve as an anchor to the City's commercial corridors, and to accommodate major development activity. District Centers are to be developed with an urban character that includes a mixture of high-rise office, commercial, 55394.00053\32005777,1 75D-641 and residential uses which provide shopping, business, cultural, education, recreation, entertainment, and housing opportunities. 2. the proposed project will support several goals and policies of the General Plan, including: a. Housing Element (HE) Goal 2: Create diversity of quality housing, affordability levels, and Living experiences that accommodate Santa Ana's residents and workforce of all household types, income levels, and age groups to foster an inclusive community. b. HE Policy 2.2: Create high intensity, mixed -use urban villages and pedestrian -oriented experiences that support the mid- to high-rise office centers, commercial activity, and cultural activities in the varied District Centers. C. HE Policy 4.4: Provide adequate rental and ownership housing opportunities and supportive services. d. Land Use (LU) Element Goal 1: Promote a balance of land uses to address basic community needs. e. LU Policy 1,2: Maintain and foster a variety of residential land uses in the City. LU Policy 4.3: Support land uses which provide community and regional economic and service benefits. g. LU Policy 4.4: Encourage the development of projects which promote the City's image as a regional activity center. h. LU Policy 5.5: Encourage development which is compatible with, and supportive of surrounding land uses. LU Policy 5.7: Anticipate that the intensity of new development will not exceed available infrastructure capacity. Land Use (LU) Element Goal 6: Reduce residential overcrowding to promote public health and safety. k. Urban Design (UD) Element Goal 1: Improve the physical appearance of the City through development of districts that project a sense of place, positive community image, and quality environment. 55394X053 02005777.1 75D-642 UD Policy 1.1: New development and redevelopment must have the highest quality design, materials, finishes and construction. C. The proposed Specific Plan will not adversely affect the public health, safety, and welfare in that the Specific Plan will not result in incompatible land uses on adjacent properties, inconsistencies with any General Plan goals or policies, or adverse impacts to the environment. $ECTION 3. EFFECTIVENESS. The Specific Plan shall not be effective unless and until the following is adopted and become effective: Resolution No. 2019-xx (2019 Addendum). If the approvals and the Specific Plan are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then the Specific Plan shall be null and void and have no further force and effect. SECTION 4. INDEMNIFICATION, The Developer shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (Including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and Instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the Project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Developer shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Developer of any Action brought and City shall cooperate with Developer in the defense of the Action. SECTION 5. CITY COUNCIL ACTION. The City Council hereby approves the MainPlace Mall Specific Plan, attached hereto and incorporated herein as Exhibit B, and which shall not take effect unless and until the 2019 Addendum is certified by the City Council. SECTION 6. Pq LIGATION. The Clerk of the Council shall certify to the adoption of this ordinance and cause the same to be published in the manner 55394.00053W005777.1 75D-643 prescribed by law. ADOPTED this 41h day of June, 2019. AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: k�— — Z�— ��� Lisa Storck, Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY 1, NORMA MITRE, Acting Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , 2019, and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Acting Clerk of the Council City of Santa Ana 55394M053\32005777.1 75D-644 EXHIBIT A PROJECT SITE 95394.00033\32005777A 75D-645 OV08),8lNno:) 4NV NMOl 75D-646 .......... i I TOWN AND COUNTRY RD "X Rf ,. ,NDII ] f 4 at o - D of RI mu ` _ 09 �d RI �. � vxww.cua o "FJI:-', btR S ap3 RI x RI ax ax it, RI y\ J � A1„ Rt \ �I I All x Av R1 �� WF Rf Rf RI --5� i RI � M RI RI Rf I 4i Rf I j c �_.RN3A�dINC"{ Rt \ � EWlpl 3 I RI \ I I I I ZONING DISTRICTS Al GENERAL AGRICULTURAL CSM SOUTH M4NSTREETCOMMERCIAL DIST. R2 TWO-FAMRY RESIDENCE -B PARKING MODIFICATION C1 COMMUNITY COMMERCIAL GC GOVERNMEJTCENTER R2 MULTIPLE -FAMILY RESIDENCE -OZ OVERLAY ZONE CWD COMMUNFFYCOMMERCIAL- MUSEUM DIST. MI LIGHTNDUSTRIAL R4 SUBURBAN APARTMENT PLANNED RESIDENTIAL PRD DEVELOPMENT C2 GENERAL COMMERCIAL M2 HEAVY INDUSTRIAL RE RESIDENTIAL ESTATE C4 PLANNED SHOPPNGCENTER 0 OPENSPACE SD SPECIFIC DEVELOPMENT -HD2 HEIGHT DISTRICT C5 ARTERIALCOMMERCl41- P PROFESSIONAL SP SPECIFIC PLAN CR COMMERCIAL RESIDENTIAL RI SINGLE-FAMILY RESIDENCE IOZi IMETRO EAST OVERLAY ZONE - SECTIONAL DISTRICT MAP: 31-4-9 CITY OF SANTA ANA. CALIFORNIA Exhibit: 75D-647 EXHIBIT B MAINPLACE MALL SPECIFIC PLAN The MainPlace Mall Transformation Project Specific Plan (SP-4) is available online at: https://www.santa-ana.org/pb/planning-division/major-planning-projects-and- docum ents/m a in-place-m all-transformation-proi ect Or by visiting: Planning and Building Agency — Planning Division Public Counter 20 Civic Center Plaza Santa Ana, CA 92701 55394.00053\32005 77 7.1 75D-648 EXHIBIT 4 LS 6.4.19 CITY COUNCIL ORDINANCE NO. NS•XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DEVELOPMENT AGREEMENT NO, 2018-02 BETWEEN THE CITY OF SANTA ANA AND MAINPLACE SHOPPINGTOWN, LLC FOR THE MAINPLACE MALL TRANSFORMATION PROJECT AT 2800 NORTH MAIN STREET, PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTION 65864, ET SEQ. WHEREAS, the City of Santa Ana ("City") is authorized pursuant to Government Code Sections 65864 through 65869.5 to enter Into development agreements with persons having legal or equitable interests in real property for the purpose of establishing certainty for both City and owner in the development process; and WHEREAS, the City has found that development agreements strengthen the public planning process, encourage private participation In comprehensive planning by providing a greater degree of certainty in that process, reduce the economic costs of development, allow for the orderly planning of public improvements and services, allocate costs to achieve maximum utilization of public and private resources in the development process, and ensure that appropriate measures to enhance and protect the environment are achieved; and WHEREAS, the City enters into this Development Agreement pursuant to the provisions of the Government Code and applicable City policies; and WHEREAS, applicant MainPlace Shoppingtown, LLC ("Developer") proposes the MainPlace Mall Transformation Project ("MainPlace Project") at 2800 N. Main Street ('Property') in the City, more particularly described in Exhibit A, attached hereto and incorporated herein by this reference; and WHEREAS, the Property is an approximately 49-acre property and the current site of the existing MainPlace Mall, an enclosed 2- to 3-story shopping center with approximately 1,130,000 square feet of commercial uses, and WHEREAS, the MainPlace Project seeks to revitalize the existing MainPlace Mall to adapt to changing market conditions, facilitate private Investment, and provide a long- term development plan for the Property; and WHEREAS, the MainPlace Project proposes a full buiidout at the Property of 1,400,000 square feet of commercial, 750,000 square feet of office, 400 hotel rooms, and 1,900 residential units; and WHEREAS, the entitlements sought for the MainPlace Project include adoption of a Specific Plan (Specific Plan No. 4) approval of a Tentative Parcel Map (Tentative 55394A0053'.32005772.1 75D-649 Parcel Map. 2018-01), and approval of a Development Agreement (Development Agreement No. 2018-02); and WHEREAS, the Development Agreement, attached hereto as Exhibit B, came before the Planning Commission for a duly noticed public hearing on May 13, 2019. At that hearing, the Planning Commission recommended that the City Council approve said Development Agreement; and WHEREAS, the Development Agreement, attached hereto as Exhibit B, came before the City Council for a duly noticed public hearing on June 4, 2019. WHEREAS, entering into this Development Agreement would provide the City with extraordinary and significant benefits that are of regional significance, relate to existing deficiencies in public facilities, require the Developer to contribute a greater percentage of benefits than would otherwise be required, and represent benefits which would not otherwise be required as part of the development process; and WHEREAS, the Project and the use that the Developer proposes in connection with the Property have been extensively reviewed and considered by the City, and such proposed development and use have been found to accommodate the City's recommendations and suggestions in order to protect the public's interest to enhance the desirability of such proposed development and use. The terms and conditions of this Development Agreement have been found to be fair, just and reasonable, and the City has concluded that the pursuit of the MainPlace Project will serve the Interests of the City; and WHEREAS, the City Council has determined that by entering into the Development Agreement, the City will promote orderly growth and quality development on the Property in accordance with the goals and policies set forth in the General Plan; and WHEREAS, the physical effects, if any, of the MainPlace Project and this Development Agreement have been analyzed pursuant to California Environmental Quality Act ("CEQK) (Pub. Resources Code section 21000 at seq.) in the certified Final Environmental Impact for the Fashion Square Commercial Center Project (1983 EIR"), Addendum ER 96-033 to that 1983 EIR ("1996 Addendum), and the MainPlace Mall Transformation Project EIR Addendum ("2019 Addendum), and together these documents contain a complete and accurate reporting of all of the potential environmental impacts associated with the MainPlace Project; and WHEREAS, the City and Developer have reached mutual agreement and desire to voluntarily enter Into the Development Agreement to facilitate development of the Project subject to the conditions and requirements set forth therein; and WHEREAS, the terms and conditions of the Development Agreement have undergone review by the City Council at a publicly noticed hearing and have been found to be fair, just, and reasonable, and consistent with the General Plan; and 55394.W053\32005772J 75D-650 WHEREAS, the proposed Project is consistent with the MainPlace Specific Plan. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: SECTION 1, CC QA. The City Council of the City of Santa Ana hereby finds, determines, declares and ordain as follows: Based on the substantial evidence set forth in the record, including but not limited to the 1983 EIR, the 1996 Addendum, and the 2019 Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the MainPlace Mail Property, and that none of the conditions Identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: A. The MainPlace Project does not constitute a substantial change that would require major revisions of the 1983 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the MainPlace Project will be developed that would require major revisions of the 1983 EIR due to the involvement of new significant environmental effects or a substantial Increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 1983 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (ill) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. SECTION 2, GENERAL PLAN CONSISTENCY. Pursuant to California Government Code section 65867.5(b) and based on the entire record before the City 55394.00053'32005772. I 75D-651 Council, Including all written and oral evidence presented to the City Council, the City Council hereby finds that the Development Agreement is compatible with the objectives, policies, and general plan land use programs specified in the General Plan for the City of Santa Ana in that: A. The City of Santa Ana has officially adopted a General Plan. B. The Development Agreement is compatible with the objectives, policies, general land uses, and programs specified in the General Plan, for the following reasons: The existing General Plan land use designation for the Property is District Center --Intended to serve as an anchor to the City's commercial corridors, and to accommodate major development activity. District Centers are to be developed with an urban character that includes a mixture of high-rise office, commercial, and residential uses which provide shopping, business, cultural, education, recreation, entertainment, and housing opportunities. 2. The proposed project will support several goals and policies of the General Plan, including: 55394.00053\32005772.1 a. Housing Element (HE) Goal 2: Create diversity of quality housing, affordability levels, and living experiences that accommodate Santa Ana's residents and workforce of all household types, income levels, and age groups to foster an inclusive community. b. HE Policy 2.2: Create high intensity, mixed -use urban villages and pedestrian -oriented experiences that support the mid- to high-rise office centers, commercial activity, and cultural activities in the varied District Centers. c. HE Policy 4.4: Provide adequate rental and ownership housing opportunities and supportive services. d. Land Use (LU) Element Goal 1: Promote a balance of land uses to address basic community needs. e. LU Policy 1.2: Maintain and foster a variety of residential land uses In the City. f. LU Policy 4,3: Support land uses which provide community and regional economic and service benefits. g. LU Policy 4.4: Encourage the development of projects which promote the City's image as a regional activity center. 75D-652 h. LU Policy 5.5: Encourage development which is compatible with, and supportive of surrounding land uses. LU Policy 5.7: Anticipate that the intensity of new development will not exceed available Infrastructure capacity. j. Land Use (LU) Element Goal 6: Reduce residential overcrowding to promote public health and safety. k. Urban Design (UD) Element Goal 1: Improve the physical appearance of the City through development of districts that project a sense of place, positive community image, and quality environment. LID Policy 1,1: New development and redevelopment must have the highest quality design, materials, finishes and construction. C. The proposed Development Agreement will not adversely affect the public health, safety, and welfare in that the Development Agreement will not result in incompatible land uses on adjacent properties, inconsistencies with any General Plan goals or policies, or adverse impacts to the environment. SECTION 3. EFFECTIVENESS. The Development Agreement shall not be effective unless and until the following are adopted and become effective: Resolution No. 2019-xx (2019 Addendum) and Ordinance No. NS-XXXX (MainPlace Specific Plan). If these approvals and Development Agreement are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then the Development Agreement shall be null and void and have no further force and effect. SECTION 4, INDEMNIFICATION. The Developer shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the Project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the 55 394.00053\32005 772.1 75D-653 Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Developer shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Developer of any Action brought and City shall cooperate with Developer in the defense of the Action. SECTION 5. CITY COUNCIL ACTION. The City Council approves Development Agreement No. 2018-02, attached hereto and incorporated herein as Exhibit B, and which shall not take effect unless and until the 2019 Addendum and the MainPlace Specific Plan are approved by the City Council. SECTION 6. PUBLICATION. The Clerk of the Council shall certify to the adoption of this ordinance and cause the same to be published in the manner prescribed by law. ADOPTED this 4th day of June, 2019, AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: , C - Y - t— Lisa Storck, Assistant City Attorney Miguel A. Pulido Mayor 5 5394.00053\32005 772.1 75D-654 CERTIFICATE OF ATTESTATION AND ORIGINALITY that the I NORMA MITRE, Acting Clerk of the Council, do hereby attest to and certify t the City �p^ig, and that said ordinance attached Ordinance No. "Ana ono be the originaldlnpf SantaoAna. y council of the City of Santa was published in accordance with the Charter of the pate: A iG nt g Clerk of the Council City of Santa Ana 55399.00053\32005M, 1 75D-655 55394,00053M005772.1 EXHIBIT A PROJECT SITE 75D-656 z 0 u 0 )W- NO TH VI U O < iz te: - 3AIU0 3DVIdN]VVV 0 GVOH AblNnOD (INV NMOI 3NVI MOMW 75D-657 55394.00053WO05772.1 EXHIBIT B DEVELOPMENT AGREEMENT 75D-658 RECORDED AT REQUEST OF: AND WHEN RECORDED RETURN TO: ) City of Santa Ann ) 20 Civic Center Plaza (M-30) ) Santa Ana, CA 92702 ) Attention: Clerk of the Council ) Exempt from filing fees pursuant to Government Code §27383 DEVELOPMENT AGREEMENT NO. 2019•NN A DEVELOPMENT AGREEMENT BETWEEN CITY OF SANTA ANA and MAIN PLACE SHOPPINGTOWN, LLC A DELAWARE LIMITED LIABILITY COMPANY 75D-659 DEVELOPMENT AGREEMENT NO. 2019- NN This Development Agreement (hereinafter "Agreement') is entered into as of this _ day of 2019 by and between the City of Santa Ana, California (hereinafter "City"), and MAIN PLACE SHOPPINGTOWN, LLC, a DELAWARE limited liability company (hereinafter "Owner"): RECITALS A. City is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864, et sec. of the Govermnent Code. B. This Agreement constitutes a current exercise of City's police powers to provide predictability to Owner in the development approval process by vesting the permitted uses, density, intensity of use, and timing and phasing of development consistent with the Development Plan in exchange for Owner's cominihnent to provide significant public benefits to City as set forth in Section 4 below. C. Owner has requested City to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of City. D. The best interests of the citizens of the City of Santa Ana and the public health, safety and welfare will be served by entering into this Agreement. E. The City Council hereby finds and determines that this Agreement is of major significance because it will provide significant economic benefit to the City through additional jobs created by the construction and operation of the Project, increased transient -occupancy and sales tax revenue to the City, and general economic benefit. F. The provision by Owner of the public benefits allows the City to realize significant economic, recreational, open space, educational, social and public facilities bonefits. The public benefits will advance the interests and meet the needs of Santa Ana residents and visitors to a significantly greater extent than would development of the Property without this Agreement. G. The physical effects, if any, of the Project and this Agreement have been analyzed pursuant to California Enviromncital Quality Act as amended to date and as documented in the Final Environmental Impact Report entitled "Fashion Square Commercial Center Subsequent Final Enviromnental Impact Report" (State Clearinghouse House No L" and City of Santa Ana DP No. L-_J ("FEIR"), the 1996 Addendum to the FEIR (State Clearinghouse House No. -'1 and City of Santa Ana DP No. 1996-25), and the 2019 Addendum to the FFIR (State Clearinghouse House No. 1 and City of Santa Ana DP No. 201847) ("2019 Addendum"). H. This Agreement and the Project are consistent with the Santa Ana General Plan and any specific plan applicable thereto. I. All actions taken and approvals given by City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters. 75D-660 Development of the Property in accordance with this Agreement will provide substantial benefits to City and will further important policies and goals of City. K. This Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Section 65864, ct seg. of the Govermnent Code are intended; COVENANT'S NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: DEFINITIONS AND EXHIBITS. 1.1. MfinitiLns, The following terms when used in this Agreement (including in the recitals above) shall be defined as follows: 1,1.1. "Agreement" means this Development Agreement. 1.1.2. "City" means the City of Santa Ana, a charter city and California municipal corporation. 1.1.3. "City Council" means the duly elected city council of the City of Santa Ana. 1.1.4. [INTENTIONALLY OMITTED] 1.1.5. "Development" means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. "Development' does not include the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof. 1.1.6. "Development Exaction" means any requirement of City in connection with or pursuant to any Land Use Regulation or development approval for the dedication of land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests. 1,1.7. "Development Impact Fee" means a monetary exaction other than a tax or special assessment, whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis, that is charged by a local agency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development project, but does not include park "in lieu" fees specified in Government Code Section 66477, fees for pro.essing applications for aovcrmuental regulatory actions or approvals, or fees collected under .2. 75D-661 development agreements adopted pursuant to Article 2.5 of the Government Code (commencing with Section 65864) of Chapter 4. 1.1.8. "Development Plan" means the plan for development of the Property as set forth in Exhibit "C." 1.1.9. "Development Project Review Approvals" refers to the achnitdstrative review of all projects meeting the requirements of Division 3 of Article V of the Santa Ana Municipal Code. 1.1.10. "Discretionary Action" or "Discretionary Approval" means an action that requires the exercise of judgment, deliberation, or discretion on the part of the City, including any board, agency, commission, or department and any officer or employee thereof, in the process of approving or disapproving Development of the Project, as distinguished from an activity that is defined herein its a Ministerial Permit or Ministerial Approval. 1.1.11. "Effective Date" means the date the ordinance approving and authorizing this Agreement becomes effective. 1.1,12. "Existing Land Use Regulations" means the Land Use Regulations that are in effect on the Effective Date, pursuant to California Government Code Section 65866. 1.1.13. "Existing Project Approvals" means all Project Approvals approved or issued on or before the Effective Date. 1.1.14, "Future Project Approvals" means Project Approvals for the Project that are adopted, approved, or issued after the Effective Date. 1.1.15, "Land Use Regulations" means all ordinances, taws, resolutions, codes, rules, regulations, policies, requirements, guidelines, or other actions of City, including but not limited to the provisions set forth in the City°s General Plan, Municipal Code, that affect, govern, or apply to the Development of the Project and use of the Property in a rainner• consistent with this Agreement, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the Development of the Property, subject to the terms of this Agreement, whether adopted by the City Council or the voters in an initiative. "Land Use Regulations" does not include any City ordinance, resolution, code, rule, regulation or official policy, governing: (a) the conduct of businesses, professions, and occupations; (b) taxes (special or general) and assessments; (c) the control and abatement of nuisances; (d) the granting of encroachment permits and the conveyance of rights and interests that provide for the use of or the entry upon }public property; (o) the exercise of the power of eminent domain. -3- 75D-662 1.1.16. "Owner" means the persons and entities listed as Owner on page I of this Agreement and their successors in interest to all or any part of the Property. 1.1.17. "Ministerial Approval," or "Ministerial Act" means the nondiscretionary permits, plans, inspections, certificates, documents and licenses required to be taken, issued, or approved by the City in order for Owner to develop the Project, including, without limitation, building permits, grading permits, Development Project Review Approvals, and other similar permits and approvals. Any approval or act that is not a Discretionary Approval is a Ministerial Approval. 1.1.18. "Mortgagee" means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender, and their successors and assigns. 1.1.19. "Net New" square footage means square footage constructed in excess of the redevelopment of the central box (i.e., the space previously occupied by Nordstrom), the construction of the Central Plaza, and the construction of a large -Format entertainment use and. associated panting and site improvement. 1.1.20. "Project" means the development of the Property in the City that is known as the MainPlace Mall and that is more specifically described in Exhibits "A" and "B," as contemplated by the Development Plan as such Development Plan may be further defined, enhanced, or modified pursuant to the provisions of this Agreement. 1.1.21. "Project Approvals" means all site -specific (meaning specifically applicable to the Project only and not generally applicable to some or all other properties within the City) plans, traps, permits, and entitlements to use of every kind and nature that are sought or agreed to in writing by Owner in its sole and absolute discretion for Development of the Project and that are approved by the City. Project Approvals include, but are not limited to, general plan amendments, specific plan approvals or amendments, site plans, development project review approvals, tentative and final subdivision maps, design guidelines, variances, zoning designations, conditional use permits, grading, building, and other similar permits, the site - specific provisions of general plans, environmental assessments, including environmental impact reports and negative declarations. 1.1.22. "Property" means the real property described on Exhibit "A" and shown on Exhibit "B" to this Agreement. 1.1,23. "Public Benefit" refers to those benefits provided to the City and the community by Owner pursuant to Section 4 below. 1.1.24. "Reservation of Rights" means the rights and authority excepted from the assurances and rights provided to Owner wider this Agreement and reserved to City under Section 3.3 of this Agreement. 1.1.25. "Tern' has the meaning ascribed thereto in Section 2.4.1 below. 1.2. Exhibits. The following; documents are attached to, and by this reference made a part of, this Agreement: Exhibit "A" — Legal Description of the Property Exhibit "B" — Map showing Property and its location ME 75D-663 Exhibit "C" — Development Plan Exhibit "D" — Development Impact Pees Exhibit "E"° -- Assignment and Assumption Agreement Exhibit "E" — 2018 Base Tax Year Values 2. GENERAL PROVISIONS, 2.1. Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shalt be carried out in accordance with the terms of the Development Plan and this Agreement. 2.2. Qwnership of Property. Owner represents and covenants that it is the Owner of the Tee simple title to, or has an equitable interest in, the Property or a portion thereof. 2.3. City Council Eindin rs, The City Council finds that: 2.3.1, This Agreement is consistent with the City"s General Plan. 2.3.2. This Agreement ensures a desirable and functional community environment, provides effective and efficient development of public facilities, infrastructure, and services appropriate for the development of the Project, enhances effective utilization of resources within the City. 2.3.3. This Agreement provides public benefits beyond those that are necessary to mitigate the development of the Project. 2.3.4. This Agreement strengthens the public planning process, encourages private participation in comprehensive planning and reduces costs of development and govermnent. 2.15. The best interests of the citizens of the City and the public health, safety; and welfare will be served by entering into this Agreement. 2.4. Term, 2.4.1. The initial term of this Agreement shall continence on the Effective Date, and shall continue for a period of ten (10) years thereafter (the "Initial Tcrm"), unless this term is modified or extended pursuant to the provisions of this Agreement. Together, the Initial Terra and any extension under this Agreement constitute the "Term." 2.4.2. The initial Term of this Agreement is automatically extended by five additional years for an Initial Term of 15 years if the Owner achieves the following milestones: (a) Within the first seven ('7) years of the Initial Term, the redevelopment of the central box (i.e., the space previously occupied by Nordstrom,), the construction of the Central Plaza, and the construction of a large -format (i.e., minirmmn 75,000 net; new sauare feet) -5- 75D-664 entertainment use and associated parking and site improvement, with certificates of occupancy having issued for at least 90 percent of floor area of such developments; and (b) Within the first eight (8) years of the Initial Term, commencement of (1) one or more hotel developments that are included in the Development Plan. For purposes of this section, "commencement" shall include the Owner having paid all required Development IImpact Fees, been issued a building permit, and performed construction activity on the site of the hotel development. 2.4.3. The City hereby conditionally grants to Owner two five -year -extension options (each an "Extension Option"), in addition to the Initial Term as it may be extended under Section 2.4.2. The Extension Options are subject to the following conditions: (a) To exercise the first Extension Option, by the end of the tenth year of the Initial Term, Owner must demonstrate that during any year of the first ten years the total gross annual general fund revenues generated by the Project have increased by at least a factor of 2.0 over 2018 revenues generated by the Project , as set forth in Exhibit F. (b) To exercise the second Extension Option (if the Tenn has been extended to 15 years under either Section 2.4.2 or subsection 2.4.3(a) above), Owner must demonstrate that the total gross annual general fund revenues generated by the Project have increased by at least a factor of 2.5 over 2018 revenues generated by the Project, as set forth in Exhibit F, during any one of the years II through 15, (c) If Owner does not satisfy the prerequisites to exercising an Extension Option under subsection 2.4.3(a) or (b) above, the City may, at its sole discretion, allow Owner to exercise that Extension Option anyway if Owner does both of the following: (i) Provides City with a plan that includes a tirnehne and specific milestones for moving the non-residential portion of the Project forward on it priority basis, demonstrating to the City's satisfaction that the Project will meet or exceed expectations of fiscal benefit to the City by the end of the five-year Extension Option period; and (ii) Pays to the City a fee of $250,000.00. 2.4.4. When the Torm, including any authorized extension thereof, ends, Owner shall have no vested right under this Agreement, regardless of whether or not Owner has paid any Developmcnt Impact Fee. 2.4.5. If any party other than Owner initiates litigation that challenges the Project, this Agreement (and/or the ordinance approving this Agreement), or any of the Existing Project Approvals, the Owner will have the right to toll commencement of the Term and any obligations of Owner under this Agrecutem during the period of such litigation, The tolling shall commence upon receipt by the City of written notice from Owner invoking this right to tolling. The tolling shall terminate when the action, including any appeal, is finally resolved, whether by entry of a final, non -appealable judgment that upholds the Project and the ,Existing Project Approvals or voluntary or involuntary dismissal of the entire action (and the passage of time required to appeal an involuntary dismissal). Owner shall similarly have the right to toll commencement of the Term and any obligations of Owner under the Agreement in the event a referendum petition challenging the Project, the ordinance approving this Agreement, or any of the Project Approvals is submitted to the Citv Clerk. The tolliva shall ternnate if and when: (1) the Citv Clerk -6- 75D-665 determines the referendum petition did not receive sufficient signatures to qualify for the ballot; (2) the City Council rescinds the challenged action; or (3) the election results of the referendum are certified by the City Council. 2.5. Assignment 2.5.1. Right to Assign. Owner shall have the right to sell, transfer or assign the Property in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410, gt s, eg.) to any person, partnership, joint venture, firm, limiter[ liability company, or corporation at any time during the term of this Agreement; provided, however, that any such sale, transfer or assignment shall include the assignment and assumption of the rights, duties and obligations arising Linder or from this Agreement and be made in strict compliance with the following conditions precedent; (a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property to which such rights or interests apply. (b) Before with any such sale, transfer or assignment: (i) Owner shall notify City, in writing, of such sale, transfer or assignment and shall provide City with an executed agreement ("Assignment and Assumption Agreement"), in substantially the form attached hereto as Exhibit E, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties, obligations, agreements, covenants, waivers of Owner tinder this Agreement, including, without limitation, the covenants not to site and waivers contained in Sections 6,2 and 7.4 hereof. (ii) Owner shall also provide City with such information reasonably requested by City that demonstrates to City°s reasonable satisfaction such transferce or assignee has sufficient development experience and financial capability to complete the Project and perform all obligations assumed. (c) Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by Owner under this Agreement. Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement required by this subsection 2.5.1(c)(i), the burdens of this Agreement shall be binding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not inure to such purchaser, transferee or assignee until and unless such agreement is executed. (d) The Executive Director for the Planning and Building Agency shall have the adnnimstrativo authority to determine that Owner has complied with the above conditions. Such determrrtation shall not be unreasonably withheld, conditioned, or delayed. 2.5.2. lease of Transferring Owner. Notwithstanding any sale, transferor assignment, a transferring Owner shall continue to be obligated under this Agreement with respect to the transferred Property or any transferred portion thereof, unless such transferring Owner is given a release in writing by City, which release shall be provided by City upon the full satisfaction by such transferring Owner of the following conditions: •7. 75D-666 (a) Owner is not then in default under this Agreement. (b) Owner has complied with Section 2.5.1 above. (c) The purchaser, transferee or assignee provides City with security equivalent to any security previously provided by Owner to secure performance of its obligations hereunder. 2.53. Subsequent As§iantncnt. Any subsequent sale, transferor assignment after an initial sale, transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section 2.5. 2.6. Utilities, The Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project, prior to the issuance of final approval for occupancy or the certificate of occupancy for any portion of the Project. 2.7. Sale to Public and Connglction of Construction. The provisions of Section 2.5.1 shall not apply to the sale or lease (for a period longer than one year) of any residential lot or unit that has been finally subdivided and is individually (and not in "bulk") sold or leased to a member of the public. This Agreement shall terminate with respect to any residential lot or unit and such lot shall be released and no longer be subject to this Agreement without the execution or recordation of any further document upon satisfaction of both of the following conditions: 2.7.1. The residential lot or unit has been finally subdivided and individually (and not in "bulk") sold or leased (for a period longer than one year) to a member of the public; and 2.7.2. City final approval for occupancy or the certificate of occupancy has been issued for a building on the lot, and the fees for Such lot set forth in this Agreement have been paid. 2.8. Administrative Chan es end Modiftcatiggs,. 2.8.1. Owner and City acknowledge that further planning and development of the Project may demonstrate that refinements and changes are appropriate with respect to the details and performance of the parties under this Agreement. The Parties desire to retain a certain degree of flexibility with respect to the details of the Project development and with respect to those items covered in general terms under this Agreement, the Existing Project Approvals, the Existing Land Use Regulations, and, once issued, any Future Project Approvals. 2.8.2. 1f and when the parties find that "Substantially Conforming Changes," as herein defined, are necessary, desirable or appropriate, they may, unless otherwise required by law, effectuate such changes or adjustments through an administrative operating memorandum that is executed by the Owner and the Executive Director of the City's Planning and Building Agency or the Director's designee. As used herein, a "Substantially Conforming Change" is a minor change, modification, or adjustment that is deemed to be in substantial conformance under the Development Plan. A Substantially Conforming Change is not considered an amendment to this Agreement or to Development Plan, and so does not require prior notice or hearing by the Planning Commission or City Council. 2.9. Amendment or Cancellation of Agreement. Except for Substantially Conforming Changes as defined by Section 2.8.2 above, this Agreement may be amended or modified from ,8. 75D-667 time to time only with the written consent of Owner and the City or their successors and assigns, and only upon approval of an amendment by the City Council attcr a public hearing in accordance with. Government Code Section 65868. This provision shall not limit any remedy of City or Owner as provided by this Agreement. 2,10. Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events: 2.10.1. Expiration of the stated Term of this Agreement as set forth in Section 2.4. 2.10.2. Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement, 2.10.3. The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement. In the event a referendum petition challenging the ordinance approving this Agreement is subtnitted to the City Clerk, Owner shall deposit with the City Ten Thousand Dollars ($10,000) ("Petition Deposit") to cover the actual cost incurred by the City examining the petition and verifying signatures. Should the referendum qualify for the ballot, Owner may request, at or prior to the Council meeting at which the Council will take up the referendum issue, that the City Council repeal the ordinance, rather than submitting it to the voters. If Owner does not request that the City Council repeal the ordinance, and the City Council subunits the ordinance to the voters, Owner shall deposit Fifty Thousand Dollars ($50,000) ("Referendum Deposit") with the City. City may use the funds to pay any and all costs associated with the said referendum measure. Any funds remaining in the Petition Deposit may be put toward the Referendum Deposit at the Owner's request. If at any time the Referendum Deposit account has Five Thousand Dollars ($5000) or less remaining, Owner shall, within three (3) days of receiving notice from the City, deposit with the City additional funds as requested by the City to cover all costs and expenses associated with the referendum and holding the related election. Following certification of the election results, any hands remaining in the Petition Deposit or the Referendum Deposit account shall be returned to the Owner. In the event Owner requests that the City Council repeal the ordinance and the City Council nonetheless determines to subunit the ordinance to the voters, Owner shall have no responsibility for the costs associated with holding the election. 2.10.4. Completion of the Project in accordance with the terms of this Agreement including issuance of all required occupancy permits, final approval for occupancy by the City, and acceptance by City or applicable public agency of all required dedications. 2.1.0.5. Termination of the Agreement as provided in Sections 6.3 or 6.4 herein. Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement that has occurred prior to such termination or with respect to any obligations that are specifically set forth as surviving this Agreement. Upon such termination, any Development Impact Fees paid by Owner to City for residential units on which construction has not yet begun shall be refunded to Owner by City. 2.11. Notices, -9- 75D-668 111,1. As used in this Agreement, "notice" includes, but is not limited to, the communication or notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 2.11.2. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a seated envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below. All notices shall be addressed as follows: If to City: City Clerk 20 Civic Center Plaza, 8°' Floor PO Box 1988 M-30 Santa Ana, Ca 82702 Copy to: City Manager City Attorney Executive Director of Planning and Building Agency If to Owner: [Owner ENTITY] [ADDRESS] [ADDRESS] Attn: Manager Telephone: [_ Facsimile: I Copy to: Peter J. Howell Runtn & Tucker 611 Anton Blvd. Costa Mesa, CA 92626 2.11.3. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3. DEVELOPMENT OF THE PROPERTY. ME 75D-669 3.1. Rights to Develop. Subject to the terms of this Agreement including the Reservation of Rights in Section 3.3 below, Owner shall have a vested right to develop the Property in accordance with, and to the extent of, this Agreement and the Project Approvals. 3. L 1. Except as expressly provided otherwise herein, the Project shall remain subject to all Existing Land Use Regulations and Project Approvals. Except as otherwise provided in this Agreement, and notwithstanding the authority of the City to further revise the Land Use Regulations pursuant to Government Code section 65866, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Existing Land Use Regulations and Project Approvals. 3.1.2. In accordance with Govermnent Code Section 66452.6(a), any tentative map approved which relates to all or a portion of the Property shall be extended for the greater of (i) the "Germ of this Agreement or (ii) expiration of the tentative map pursuant to Section 66452,6. 3.1.3. Owner shall comply with all mitigation measures required to be undertaken pursuant to any document prepare([ in compliance with the California Environmental Quality Act with respect to the Project. 3.1.4. Notwithstanding Section 3.1.1 above, Owner acknowledges and agrees that the Project requires additional Project Approvals (the Future Project Approvals identified in Section 1.1.13). These Future Project Approvals shall be consistent with the Existing Project Approvals and this Agreement as to the permitted uses of the Property; the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes; however the Future Project Approvals may include additional conditions that are lawful and appropriate to the type of Project Approval. 3.2. Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement including the Reservation of Rights in Section 3.3 below, the rules, regulations and official policies governing permitted uses of die Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the Existing Land Use Regulations and Project Approvals. In connection with any subsequently adopted Project Approvals and except as specifically provided otherwise herein, City may exercise its discretion in accordance with the Land Use Regulations then in effect, as provided by this Agreement, including, but not limited to, the Reservation of Rights. City shall accept for processing, review, and take action on all applications for subsequent Project Approvals, and such applications shall be processed in the same manner and the City shall exercise its discretion, when required or authorized to do so, to the same extent it would otherwise be entitled in the absence of this Agreement. 3.2.1. City shall reasonably strive to complete: (a) its initial review of individual development projects within 30 days after the application is deemed complete, (b) any second plan review within 15 days after submission, and (c) any third plan review within 10 days after submission. 75D-670 3.2.2. Notwithstanding the foregoing, the City does not guarantee that the timelines above will be met, and failure to meet those timelines does not constitute a default, 3.2.3. To help ensure expedited review of its development approvals, Owner may elect to pay for City to use a contract planner. City agrees to retain a contract planner to expedite review, if Owner so elects. 3.3. Resefvation of Rights. 3.3.1. Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following are not Existing Land Use Regulations, but shall apply to the development of the Property as they are established at the dine of application, provided such regulations and/or fees (as applicable) are not designed in a manner such that they are applicable only to the Project and/or Property; (a) Processing fees and charges of every land and nature imposed by City to cover the actual costs to City of processing applications for Project Approvals or for monitoring compliance with any Project Approvals granted or issued. (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (c) Regulations, policies and rules governing engineering and construction standards and specifications applicable to public and private improvements, including, without limitation, all uniform codes adopted by the City and any local amendments to those codes adapted by the City, including, without limitation, the City's Building Code, Plumbing Code, Mechanical Code, Electrical Code, and Grading Ordinance. (d) Regulations that are in material conflict with this Agreement but that are reasonably necessary to protect the residents of the Project or the immediate community from a condition perilous to their health or safety. To the extent possible, any such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided under this Agreement. (e) Regulations that are not in material conflict with this Agreement or the Development Plan. Any regulation, whether adopted by initiative or otherwise, limiting the rate or titling of development of the Property shall be deemed to materially conflict with the Development Plan and shall therefore not be applicable to the development of the Property, (f) Regulations that are in material conflict with the Development Plan; provided Owner has given written consent to the application of such regulations to development of the Property. (g) Regulations that impose, levy, alter or amend fees, or charges relating to consumers or end users, including, without limitation, trash can placement, service charges and limitations on vehicle parking. (h) Regulations of other public agencies, including Development Impact Fees adopted or imposed by such other public agencies, although collected by City. -12- 75D-671 3.3.2. Subsequent Proiect Approvals. This Agreement shall not prevent City, in acting on subsequent Project Approvals and to the scene extent it would otherwise be authorized to do so absent this Agreement, from applying subsequently adopted or amended Land Use Regulations that do not materially conflict with this Agreement, 3.3.3. Modification or Suspension by State or Federal Law. In the event that State, County or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with Stich State or Federal laws or regulations; provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such taws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. 3.3.4. Intent. The parties acknowledge and agree that City is restricted in its authority to limit certain aspects of its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to City all of its police power that cannot be or arc not expressly so limited. This Agreement Shall be construed, contrary to its stated terms if necessary, to reserve to City all such power and authority that cannot be or is not by this Agreement's express terms so restricted. 3,4. Idegulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of City may possess authority to regulate aspects of the development of the Property separately from or jointly with City and this Agreement does not limit the authority of such other public agencies. 3.5. liming of flevelomnent. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal. 3d 465 (1984), that the failure of the parties in that case to provide for the timing of development resulted in a later -adopted initiative restricting the tinning of development to prevail over the parties' agreement, it is the specific intent of the Parties to ,provide for the timing of the Project in this Agreement. To do so, the Parties acknowledge and provide that Owner shall have the right, but not the obligatlon, to complete the Project in such order, at such rate, at such times, and in as many development phases and sub - phases as Owner deenis appropriate in its sole subjective business judgment, except for the following: 3.5.1. The building ,permit for residential units 401 up to 820 may not be issued until Owner commences construction activities for all development components on the Property described in Section 2.4.2(a). For purposes of this section, "commences" shall include the Owner having paid all required Development Impact Pees, been issued a building permit, and performed construction activity on the site. however, in the event Owner determines to proceed with a mixed -use development that includes residential, as well as a commercial component of not less than 20,000 square feet, the limitation set forth in the preceding sentence shall not apply. 3.5.2. The building permit for the 821 th residential unit may not be issued until at least 200,000 square feet of net now non-residential development, excluding office space, on the Property has commenced construction. 13- 75D-672 3.5.3. The building pernut for the 1350th residential unit may not be issued until at least 400,000 square feet of net new non-residential development, excluding office space, on the Property has commenced construction 3.6. Prgperty Maintenance Aarectactit. 3.6.1, Owner shall, as required by the Conditions of Approval, enter into a Property Maintenance Agreement which shall include; (a) A Parking Management Platt; and (b) A Property Maintenance Plan. 3.7. Moratoria. Except as specifically set forth in this section, City agrees that to the extent permitted by law, no moratorium or other similar limitation (whether relating to the rate, timing, or sequencing of the development of the Project or any part thereof and whether or not enacted by local initiative or otherwise) affecting subdivision maps, grading or building permits, occupancy certificates, or other entitlements approved, issued, or granted within the City, after the Effective Date of this Agreement, shall apply to the Project. Owner acknowledges and agrees that the provisions hereof shall not preclude the application to the Project of a moratorium or other similar limitation (of the type described in the preceding sentence) enacted in order to protect an imminent threat to the public health or safety. 3.8. Development Aarcement/Ploject Approvals, In the event of any inconsistency between any Existing Land Use Regulation and a Project Approval, the provisions of the Project Approval shall control. In the event of any inconsistency between any Existing Land Use Regulation or Project Approval and this Agreement, the provisions of this Agreement shall control. 4. PUBLIC BENEFITS. 4.1. Public Benefits. The Project is expected to bring significant fiscal benefits to the City. The Project will also serve to implement the City's General Plan vision for the Property, which has long been designated as a District Center, where relatively intense mixed -use development is encouraged. In addition, Owner has cornnitted by this Agreement to contribute to the acquisition, construction and maintenance of certain "Public Benefits" as provided below. 4.1.1, City Facilities. Owner shall provide the following benefits towards the acquisition, construction and maintenance of the City Facilities, as follows: (a) Public Art. Owner shack create, install, and maintain a public art project with a value equivalent to one-half of one percent (0.5%) of the total construction cost of the Project. Total construction cost shall mean all construction costs, but shall not include design and engineering costs. Owner shall prepare and submit to the City, no later than one hundred eighty (180) days before final approval for occupancy or the issuance of a certificate of occupancy, a public art plan that is consistent with Chapter 15 of the Citywide Design Guidelines, Public Art Guidelines, Although Owner anticipates satisfying all or most of the entire Public Art requirement early in the implementation of the Project, this requirement shall be satisfied as long as art with a value equivalent to one-half of one percent (0,5%) of the conrnleted portion of the Proiect has been installed prior to final approval for occupancy or the 14- 75D-673 issuance of a Certificate of Occupancy for that portion of the Project. 4.1.2. Public -Accessible Benefits. (a) Owner shall provide each of the public benefits described in the Development Plan, including the Specific Plan. (b) Owner shall provide the City, or mutually acceptable designee of City, with use of the Central Plaza, Entry Plaza, or other mutually acceptable space at least 12 days each calendar year (no more than two of which shall be consecutive and no more than three of which shall be on a Saturday or Sunday) for events that are reasonably compatible with Project programrning. (c) Owner shall provide at least 10 free events each year for the general public. (d) Owner shall provide publicly accessible open -space areas, to be owned and maintained by Owner, as identified in the Development Plan. (e) Owner shall install bike lanes and sidewalk along Main Place Drive between Main Street and Bedford Avenue, as specified in the Project Approvals.. (0 Owner shall provide and maintain secure bike lockers or bike storage rooms in at least four locations on the Property, including at Least two within or in close proximity to the residential development. At least half of the lockets shall be made available for free to Project residents and employees. (g) In connection with development of any office building, Owner shall provide a secure, private shower facility for employees of tenants located in the office building to use to shower and change after riding to the Project site, which shall be made available free of charge to said employees (though commercial tenants may be charged as part of their share of common -area expenses). (h) As part of its obligation to provide Public Art, Owner shall provide at least two water features in public areas of the Project (which include public areas of the enclosed [Hall), one of which may be a splash pad, if Owner determines the installation and maintenance of a splash pad to be feasible and desirable. W Owner shall include at least one high -end food court (i.e., "food bail") area of the Project and shall endeavor to ensure that at least ten percent (10%) of the leasable square footage is occupied by new, local food vendors, to the extent reasonably feasible. (j) Owner shall submit to the City within 90 days of the Effective Date, a plan for ongoing engagement and support of local philanthropic activities within the City focusing on, but not limited to, the following activities: (i) Education 60 Culture -15- 75D-674 (iii) Arts (k) Tenant Character and Quality. Notwithstanding any provision herein to the contrary, Owner covenants that, for the Term of this Agreement, Owner will endeavor to ensure that the tenant mix remains consistent with a high duality regional shopping center, equivalent to or surpassing the current rnant mix in terms of quality. The hotels will be operated under an internationally recognized hotel flag or by a boutique hotel operator with a demonstrated track record of success operating sinnilar hotels and classified as a 3 star or above in a 5-star rating system as widely recognized and commonly used in the hospitality industry. 4.1.3. Graffiti Removal. Owner shall also install and maintain graffiti protcction on now surlaces and shall, within 48 hours of discovery of graffiti, cause it to be removed and associated restorations completed throughout the Project. 4.2. Local Live -Work Preference, Prior to issuance of any building permits, Owner shall develop and submit to the City Manager or the City Manager's designee, a local live -work plan for the Project targeting, to the extent feasible and consistent with state and federal fair housing laws, a preference or priority for persons who currently either live or work in the City of Santa Ana for the rental or sale of residential units at tine Project. 4.3, LRM Sourcins Play. Owner agrees to make it good -faith effort to encourage contractors and suppliers to hire and procure locally, to the extent that it is cost effective and does not delay the overall Project development schedule. REVIEW FOR COMPLIANCE. 5.1, Periodic Review. 5.1.1, The City shall review this Agreement annually, on or before the anniversary of the Effective Date, in order to ascertain the compliance by Owner with the terms of this Agreement ("Annual Roview'"). Owner shall submit an Annual Monitoring Report, in a form acceptable to the City Manager, within thirty (30) days after written notice from the City Manager. The failure of the City to conduct the Annual Review shall not constitute a default by Owner. The Annual Monitoring Report shall be accompanied by an "Annual. Review and Administration Fee" sufficient to defray the estimated costs of review and administration of the Agreement during the succeeding year. The amount of the Annual Review and Administration Fee" shall be set annually by resolution of the City Council. 5.1.2. The Annual Review shall include a progress report on the status of the implementation of the Project and the new tax revenue generated by the Project, including, but not limited to, the following; components: (a) Development and construction progress of the following uses and Project (i) Site development (ii) Public infrastructure, (iii) Project design features, 16- 75D-675 (iv) Community benefits, (v) Plaza, (vi) Hotel, (vii) Residential, (viii) Commercial, (ix) Office (x) Parking (xi) Philanthropic activities (education, culture, arts) (b) Reporting for items listed in subsection 5.1.2(a) shall be include a table substantially similar to the following. An example of a compliance report•%ar site development and can be applied to other above criteria and metrics. Reporting Period: 2022 — 2nd Report Year 3 of 10 of Agreement Use Approved Total Cumulative Remaining to Status & kook Ahead SF/Units/Rooms Completed In Total Be Period Completed Completed Residential 1,900 100 200 1,700 On target with 300 to be completed in the next period Hotel 400 150 150 250 Negotiating with Hilton to construction a new full service hotel for the next period Commercial 300,000 (vac) 100,000 200,000 100,000 150k tan -year lease with Tenant Existing A since 2019. 1,100,000 50K20 Year lease with Tenant (ex) B. Working with Tenant C for remaining 100k with a 15 year lease. Commercial 250,000 160,000 150,000 100,000 150k completed for Kidzania. New 20Yearlaase. Negotiating with Tenant X for a 15 year lease, New Office 750,000 0 150,000 600,000 150k completed in 2020. Tenant X with 20•year lease. Market is soft. No new activity in reporting period. Anticipate XX for next period. _ 17_ 75D-676 (e) Progress relative to economic projections of: G) Increases iu property tax, (ii) Property Tax In -Lieu of VLF received by the City, (iii) Sales tax received from the Project, (iv) Business tax received from the Projcet, (v) Hotel Visitors Tax (HVT) (vi) Utility User Tax received from the Project, (d) Reporting for items listed in subsection 5.1.2(c) shall be include a table, Prepared by the Owner with City's cooueration, substantially similar to the following: Reporting Period: 2022-2,0 Report Year 3 of 10 of Agreement Revenue Total for Period Cumulative to Percentage Status & Look Ahead date increase over 2018 Base Year Property Tax Property Tax In - Lieu of VLF Sales Tax TOT (HVT) Business Tax Franchise Tax UUT 5.2. Special Review. The City Council may order a special review of compliance with this Agreement at tiny time, but not more than once during any 12 month period. The City Manager, or his or her designee, shall conduct such special reviews. 5.3. Review Procedure. 18- 75D-677 5.3.1. During either a periodic review or a special review, Owner shall be required to demonstrate good-Paith compliance with the terms of this Agreement. The burden of proof on this issue shall be on Owner. 5.3.2. Upon completion of a periodic review or a special review, the City Manager, or the City Manager's designee, shall submit a repot to the Planning Commission setting forth the evidence concerning good -faith compliance by Owner with the terms of this Agreement and his or her recommended finding on that issue. 5.3.3. If the Planning Commission finds and determines on the basis of substantial evidence that Owner has complied in good faith with the terms and conditions of this Agreement, the review shall be concluded. 5.3.4. If the Planning Commission finds and determines on the basis of substantial evidence that Owner has not complied in good faith with the terms aril conditions of this Agreement: (a) The 'Planning Commission shall provide written notice to Owner of such findings setting forth the nature of the problem and the actions, if any, required of Owner to cure such problem. (b) If the problem can be cured and Owner fails to take such actions and cure such problem within sixty (60) days after the effective date of the Planning Commission's notice or, in the event that such problem cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such problem within such sixty (60) day period and to diligently proceed to complete such actions and cure such problem, then the Commission may recommend to the City Council modification or termination of this Agreement. (c) Owner may appeal a Planning Commission determination pursuant to this Section 5.3.4 pursuant to City's rules for consideration of appeals in zoning matters then in effect. Notice of default as provided under Section 6.3 of this Agreement shall be given to Owner prior to or concurrent with proceedings under Section 5.4 and Section 5.5. 5.4, PWcecc ings Upon Modification or Termination. If, upon a finding under Section 5.3, City determines to proceed with modification or termination of this Agreement, City shall give written notice to Owner of its intention so to do. The notice shall be given at least ten (10) calendar days prior to the scheduled hearing and shall contain: 5.4.1. The time and place of the hearing; 5.4.2. A statement as to whether or not City proposes to terminate or to modify this Agreement; and, 5.4.3. Such other information that the City considers necessary to inform Owner of the nature of the proceeding. 5,5. I{oaring on Modification or Termination. At the time and place set for the hearing on modification or termination, Owner shall be given an opportunity to be heard. Owner shall be required to demonstrate good -faith compliance with the terms and conditions of this Agreement. The burden of proof on this issue shall be on Owner. If the City Council finds, based upon 19- 75D-678 substantial evidence, that Owner has not complied in good faith with the terns or conditions of this Agreement, the City Council may terminate this Agreement or, in lieu of termination and with the consent of Owner, modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, 5.6. Certificate of Agreement Compliance, 5.6.1, If, at the conclusion of a Periodic or Special Review, Owner is found to be in compliance with this Agreement, City shall, upon request by Owner, issue a Certificate of Agreement Compliance ("Certificate') to Owner stating that after the most recent Periodic or Special Review and based upon the information known or made known to the City Manager and City Council that: (1) this Agreement remains in effect; and (2) Owner is not in default, The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a Periodic or Special Review and shall state the anticipated date of commencement of the next Periodic Review. Owner may record the Certificate with the County Recorder, 5.6.2. Whether or not the Certificate is relied upon by assignees or other transferees or Owner, City shall not be bound by a Certificate if a default existed at the time of the Periodic or Special Review, but was concealed from or otherwise not known to the City Manager or City Council. 5.7. Conditions of.Lliscretionary Annrovals. The requirements imposed as conditions of any discretionary approval received through the City's existing regulatory process shall be governed by the terms of those approvals, and in no event shall such conditions be affected by the termination, cancellation, rescission, revocation, or default or expiration of this Development Agreement (although such conditions must comply with the Applicable Rules). 6. DEFAULT AND REMEDIES 6.1. Remedies in Cyueral. It is acknowledged by the parties that City would not have entered into this Agreement if it were to be liable in damages under this Agreement, or with respect to this Agreement or the application thereof. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that City shall not be liable in damages to Owner, or to any successor in interest of Owner, or to any other person, and Owner covenants not to sue for damages or claim any damages; 6.1.1. For any 'breach of this Agreement or for any cause of action that arises out of this Agreement; or 6.1.2. For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or 6.1.3. Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. 6.2. Releas . 6.2.1. Except for non -monetary remedies, Owner, for itself, its successors and assignees, hereby releases City, its officers, agents and employees from any and all claims, •20- 75D-679 demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article 1, Section 19 of the California Constitution, the Filth and Fourteenth Amendments to the United States Constitution, or any other law or ordinance wbich seeks to impose any other liability or damage, whatsoever, upon City because it entered into this Agreement or because of the terns of this Agreement. Owner hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WIT11 THE DEBTOR." 6.2.2. By initialing below, Owner hereby waives the provisions of Section 1542 in connection with the matters that are the subject of the foregoing waivers and releases. Owner's Initials 6.3. Termnation or Modification of Agreement for Default of Owner. City may terminate or modify this Agreement for any failure of Owner to perform any material duty or obligation of Owner tinder this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as "default"'); provided, however, City may terminate or modify this Agreement pursuant to this Section 6.3 only after providing written notice to Owner of default setting forth die nature of the default and the actions, if any, required by Owner to cure such default and, where the default can be cured Owner has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has tailed to commctiee the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. City's sole remedy for any default or breach of this Agreement by Owner shall be City's right to terminate this Agreement. 6.4. Voluntary Termination of Agreement by Owner. In the event Owner determines, in its sole discretion, that it no longer wishes to proceed with the Project pursuant to the terms of this Agreement, 'Owner tray terminate this Agreement by providing the City with 30 slays written notice. Notwithstanding this or other provisions herein, Owner's indemnity and defense obligations shall survive such termination. 7. LITIGATION. 7.1. 1hird-Party Litigation Concerning Aure to nont. Owner skull defend at its expense, including attorneys' fees, indemnify, and hold harmless City, its agents, officers and employees from any claim, action or proceeding against City, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement, or the approval of any permit or entitlement granted pursuant to this Agreement or for the Project, City shall promptly notify -21- 75D-680 Owner of any claim, action, proceeding or determination included within this Section 7.1, and City shall cooperate in the defense. If City fails to promptly notify Owner of any such claim, action, proceeding or determination, or if City fails to cooperate in the defense, Owner shall not thereafter be responsible to defend, indemnify, or hold harmless City as to that claim, action, proceeding, or determination. City may in its discretion participate in the defense. 7.2. Etivit'onmental Assurances. Owner shall indemnify and hold City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, tinder or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. City may in its discretion participate in the defense. 7.3. ioservatlon of Riehks. With respect to Section 7.1 and Section 7.2 herein, City reserves, the right to either (1) approve the attorney(s) that the indemnifying panty selects, hires or otherwise engages to defend the indemnified party hereunder, which approval shall not be unreasonably withhold, conditioned, or delayed, or (2) conduct its own defense; provided, however, that the indemnifying party shall reimburse the indemnified party forthwith for any and all reasonable expenses incurred for such defense, including attorneys' fees, upon billing and accounting therefor. 7.4. Challenge to Existing Land Use Apyrovals. By accepting the benefits of this Agreement, Owner, on behalf of itself and its successors in interest, hereby expressly agrees and covenants not to sue or otherwise challenge any land use approval affecting the Property and in effect as of the Effective Date, Such agreement and covenant includes, without limitation, the covenant against any direct suit by Owner or its successor in interest, or any participation, encouragement or involvement whatsoever that is adverse to City by Owner or its successor in interest, other than as part of required response to lawful orders of a court or other body of competent jurisdiction. Owner hereby expressly waives, on behalf of itself and its successors in interest, any claim or challenge to any land use approval affecting the Property and in effect as of the Effective Date. 7.5. Waiver, 7.5.1. Owner hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR FIER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH TFII? DEBTOR." -22- 75D-681 7.5.2. By initialing below, Owner hereby waives the provisions of Section 1542 in connection with the matters that are the subject of the foregoing waivers and releases. Owner's Initials 7.6. S iS� rvival. The provisions of Sections 7.1 through 7.4, inclusive, shalt survive the termination of this Agreement. MORTGAGEE PROTECTION. The Parties hereto agree that this Agreement shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of'trust or other security device securing financing with respect to the Property. City acknowledges that the lenders providing such financing may require certain Agrcctncnt interpretations and modifications and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretatipn or modification. City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges: 8.1. Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law, 8.2. The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by Owner in the performance of Owner's obligations under this Agreement. 8.3, If City timely receives a request from a Mortgagee requesting a copy of any notice of default given to Owner under the terms of this Agreement, City shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to Owner. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. 8.4. Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of Owner's obligations or other affirmative covenants of Owner hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by Owner is a condition precedent to the performance of a covenant by City, the performance thereof shall continue to be a condition precedent to City's performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subicot to the provisions of Section 2.5 of this Agreement. 9. MISCELLANEOUS PROVISIONS. _23_ 75D-682 9.1. Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the Orange County Recorder by the Clerk or the City Council within ten (10) days after the City enters into this Agreement, in accordance with Section 65868.5 of the Government Code. If the Parties to this Agreement or their successors in interest amend or cancel this Agreement, or if the City terminates or modifies this Agreement as provided herein for failure of the Owner to comply in good faith with the terms and conditions of this Agreement, the City Clerk shall cause notice of such action recorded with the Orange County Recorder. 9.2. Entire_ AgreetLtent. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 9.3. Sevarability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such retraining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the Public Benefits set forth in Section 4 of this Agreement, including the payment of the Development Impact Fees set forth therein, are essential elements of this Agreement and City would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever. 9.4. Interpretation and Governitt Law. This Agreement and any dispute arising hereunder shall be governed and interpreted to accordance with the laws of the State of California, with venue in Orange County, This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof. 9.5. Section Headings. All section headings and subheadings are inserted for eonveuience only and shall not affect any construction or interpretation of this Agreement. 9.6. Singular and Plural. As used herein, the singular of any word includes the plural 9.7. ,Joint and Several Obligations. If at any time during the Term of this Agreement the Property is owned, in whole or in part, by more than one owner, all obligations of such owners under this Agreement shall be joint and several, and the default of any such owner shall be the default of all such owners. Notwithstanding the foregoing, no owner of it single tot that has been. finally subdivided and sold to such owner as a member of the general public shall have any obligation under this Agreement except as expressly provided for herein. 9.8. Time of Esseuce. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 9,9. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights utton file -24- 75D-683 default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the. other party with the terms of this Agreement thereafter. 9.10. No Third -Party Beneficiaries, This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 9.11 Horoe Maieure. Neither party shall be deemed to be in default where failure or delay in per founance of any of its obligations under this Agreement is caused by: (1) strikes, lookouts or labor disputes; (2) inability to obtain labor or materials or reasonable substitutes therefor; (3) inclement weather which delays or precludes construction; (4) acts of God, including but not limited to earthquakes, or the public enemy or civil commotion; (5) condemnation, (6) ,fire or other casualty; (7) shortage of fuel, electricity or natural gas; (g) action or nonaction of public utilities or of local, state or federal governments, affecting the work, including, but not limited to, any delays in the permitting process as a result of the action or inaction or such governmental authorities; (9) eriutinal acts or acts of terrorism; or (t(3) other conelieioas similar to those enumerated above which are beyond the reasonable anticipation or control Of Such Party, or other causes beyond the Party's reasonable control. If any such events shall occur, the tern of this Agreement and the time for performance shall be extended for the duration of each such event , provided that the Term of this Agreement shall not be extended pursuant to this section for more than five (5) years. 9.12. Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 9.13. Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shalt inure to, all successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) tuns with the Property and each portion thereof; and (c) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof. 9.14, Counterpane, This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 9,15 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose or enforcing, construing or determining the validity of any provision of this Agreement shall be tiled and tried in the Superior Court of the County of Orange, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 9.16 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnershitt, joint venture or other association of anv kind Is formed by 5VU 75D-684 this Agreement. The only relationship between City and Owner is that of a government entity regulating the development of private property and the owner of such property. 9.17. Further Actions and hnstruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 9. l8. Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of en» vent domain. 9.19. AA Yent for Service of Process. In the event Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, Owner shall rile with the City Manager, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or he rnume, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of tiny process in any such action shall constitute valid service upon Owner. if for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process and such service shall constitute valid service upon Owner. Owner is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. 9.20. Certificate of Comoliance. At any time during the term of this Agreement, any lender or either Party may request either Party to this Agreement to confirm that (1) this Agreement is unmodified and in full force and effect (or if there have been modifications hereto, that this Agreement is in full force and effect as modified and stating the date and nature of such modifications); (2) to the best of such Party's knowledge, no defaults exist under this Agreement or if defaults do exist, to describe the nature of such defaults; and (3) any other information reasonably requested. Each Party hereby agrees to provide a Certificate to such lender or other Party within thirty (30) days of receipt of the written request therefor. 9.21. Authority to Execute. The person or persons executing this Agreement on behalf of Owner warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or slue/they has/have the authority to bind Owner to the performance of its obligations hereunder. [Signatures on following vagosl -26- 75D-685 IN WITNESS WHEREOF, the parties hereto have executed this ,Development Agreement on the last day and year set forth below. Owner [Owner ENTITY], a [PLACE OF INCORPORATIONI limited liability company By: [FULL LEGAL NAME OF ENTITY] Its: Manager Dated: City City OF SANTA ANA, a California municipal corporation Mayor Dated: ATTEST: City Cleric APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP City Attorney -27- 75D-686 55.394.00053131891$05.5 FXLIIBrr "A„ (Legal Description of the Property) 75D-687 55394.00053o 1891805.5 EXHIBIT "B" (Map of the Property) 75D-688 EXHIBIT "C" Development Plans Development Plans and entitlement applications as presented in the City Staff Report Dated _ are incorporated herein by reference. Project entitlements and applications include, but may not be limited to the following entitlements: 1. The City's General Plan as amended. 2. The Final Enviromnemai Impact Report entitled "Fashion Square Commercial Center Subsequent Final Environmental Impact Report" (State Clearinghouse House No. and City of Santa Ana DP No. "_} ("FEIR") 3. The 1996 Addendum to the FEIR (State Clearinghouse House No. LL and City of Santa Ana DP No. _J 4. The 2019 Addendum to the FEIR (State Clearinghouse House Now and City of Santa Ana DP No. 5. The "MainPlace Mall" Specific Plan, dated May 2019, adopted by the City Council on 2019, by way of Old. No. 6. Tho'Tentative'Piircel Man, dated 2019. anuroved by the Cirv�Ceuucil on' 55394.00053U 1891805.5 75D-689 CXHIBIT "D" Development Impact Fees (Estinutted) The estimated amount of Development Impact Fees associated with the project based upon the site plan documentation submitted as part of the Project Approvals include but are not limited to the following fees and deposits; applicable sewer fee, street fee, storm drain fee, traffic fee, deposits, and all applicable fees associated with demolition of existing structures, drainage, site development, and construction are based on actual square footage of any commercial development and number of residential units. Based on the development contemplated by the Development Plans identified in Exhibit "C," the Development Impact Fees are estimated at: flee Estimated Total Sewer Capital. Facilities Capacity Charges (Orange Countv Sanitation DistrictCharges) Storm Drain Traffic Parks & Recreation Fire Facilities Fee Santa Ana Unified/Orange Unified School Fees Estimated Total 55194.00057U IRE 1803.5 75D-690 ,EXHIBII., 'E'l Assignment and Assumption Agreement (follows behind this cover paize) 75D-691 55394.00053A31891805. 111 EXHIBIT "F" 2018 Base Tax Year Values (follows behind this cover page) 75D-692 EXHIBIT 5 LS 6,4.19 RESOLUTION NO.2019.xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING TENTATIVE PARCEL MAP NO. 2018-01, AS CONDITIONED, TO ALLOW SUBDIVISION OF SIX EXISTING PARCELS INTO 10 PARCELS FOR THE MAINPLACE MALL AT 2800 NORTH MAIN STREET WHEREAS, MainPlace Shoppingtown, LLC ("Developer" or "Applicant") proposes the MainPlace Mall Transformation Project ("MainPlace Project") at 2800 N. Main Street ("Property") in the City; and WHEREAS, Developer is requesting approval of a Tentative Parcel Map to allow the subdivision of six existing parcels (APNs 002-210-48, 002-221-27, 002-221-30, 002- 221-51, 002-221-52, 002-222-01) into 10 parcels for the MainPlace Mall at 2800 North Main Street; and WHEREAS, as part of this project, Developer also requested adoption of the proposed MainPlace Mali Specific Plan, for recommendation by the Planning Commission and approval by the City Council; and WHEREAS, Santa Ana Municipal Code section 34-127 authorizes the Planning Commission to review and approve a Tentative Parcel Map; and WHEREAS, on May 13, 2019, the Planning Commission held a duly noticed public hearing on Tentative Parcel Map No. 2018-139; and WHEREAS, the Planning Commission has determined that the required findings, which must be established in order to grant Tentative Parcel Map No. 2018-139, have been established as required by Santa Ana Municipal Code; and WHEREAS, the physical effects, if any, of the MalnPlace Project and this Tentative Parcel Map have been analyzed pursuant to California Environmental Quality Act ("CEQA") (Pub. Resources Code section 21000 et seq.) in the certified Final Environmental Impact for the Fashion Square Commercial Center Project ("1983 EIR"), Addendum ER 96-033 to that 1983 EIR ("1996 Addendum"), and the MainPlace Mall Transformation Project EIR Addendum ("2019 Addendum"), and together these documents contain a complete and accurate reporting of all of the potential environmental impacts associated with the MalnPlace Project. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: SECTION 1. CEQA. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows: 55394,00053\32005824.1 75D-693 Based on the substantial evidence set forth in the record, including but not limited to the 1983 EIR, the 1996 Addendum, and the 2019 Addendum, the Planning Commission finds that an addendum is the appropriate document for disclosing the changes to the MainPlace Mall Property, and that none of the conditions Identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: A. The MainPlace Project does not constitute a substantial change that would require major revisions of the 1983 EIR due to the Involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the MainPlace Project will be developed that would require major revisions of the 1983 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 1983 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (III) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. SECTION 2. FINDINGS, Based on the entire record before the City Council, including all written and oral evidence presented to the City Council, the City Council hereby determines that following findings, which must be established in order to grant Tentative Parcel Map No. 2018-01, have been established as required by Santa Ana Municipal Code: A. The proposed project, as conditioned, and its design and Improvements are consistent with the District Center designation of the General Plan and are otherwise consistent with all other Elements of the General Plan. 55394.00053\32005824.1 75D-694 Tentative Parcel Map No. 2018-01, as conditioned, and Its design and improvements will be consistent with the District Center (DC) land use designation of the General Plan and are otherwise consistent with all other Elements of the General Plan and applicable Specific Plans. The proposed subdivision is consistent with: 1. Housing Element (HE) Goal 2: Create diversity of quality housing, affordability levels, and living experiences that accommodate Santa Ana's residents and workforce of all household types, income levels, and age groups to foster an inclusive community. 2. HE Policy 2.2: Create high intensity, mixed -use urban villages and pedestrian -oriented experiences that support the mid- to high-rise office centers, commercial activity, and cultural activities in the varied District Centers. 3. FIE Policy 4.4: Provide adequate rental and ownership housing opportunities and supportive services. 4. Land Use (LU) Element Goal 1: Promote a balance of land uses to address basic community needs. 5. LU Policy 1.2: Maintain and foster a variety of residential land uses in the City. 6, LU Policy 4.3: Support land uses which provide community and regional economic and service benefits. 7. LU Policy 4.4: Encourage the development of projects which promote the City's image as a regional activity center. 8. LU Policy 5.5: Encourage development which is compatible with, and supportive of surrounding land uses. 9. LU Policy 5.7: Anticipate that the intensity of new development will not exceed available Infrastructure capacity. 10. Land Use (LU) Element Goal 6: Reduce residential overcrowding to promote public health and safety. 11.Urban Design (UD) Element Goal 1: Improve the physical appearance of the City through development of districts that project a sense of place, positive community image, and quality environment. 12. UD Policy 1.1: New development and redevelopment must have the highest quality design, materials, finishes and construction. 55394.00053\32005924.1 75D-695 B. The proposed requirements of applicable City Specific Plan. project, as conditioned, conforms to all applicable the zoning and subdivision codes as well as all other ordinances, including the proposed MainPlace Mall Tentative Parcel Map No. 2018-01, as conditioned, will conform to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances. The proposed project, as conditioned, conforms to the provisions of Chapter 34 and 41 of the Santa Ana Municipal Code including parking, setbacks and height. In addition, Covenants, Conditions and Restrictions (CC&Rs) will address issues such as drainage, reciprocal access, landscaping and maintenance that will be recorded prior to approval of the final map. C. The project site is physically suitable for the type and density of the proposed project. The project site is physically suitable for the type and density of the proposed project. The existing buildings on the project site were constructed in compliance with applicable city standards at the time of construction. All anticipated new construction or building expansions will be subject to the development standards in the proposed Specific Plan No. 4 (Ordinance NS-XXXX). Any future development will comply with the provisions of the Santa Ana Municipal Code and Specific Plan No. 4. D. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat, Since the project is located in an urbanized area, there are no known fish or wildlife populations existing on the project site. Therefore, the proposed subdivision will not cause any substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. E. The design or improvements of the proposed project will not cause serious public health problems. The design or improvements of the proposed project will not cause serious health problems, with the proposed subdivision not having any detrimental effects upon the general public. All necessary utilities and infrastructure improvements currently exist and comply with City standards. All new Infrastructure required will be constructed per the standards in Specific Plan No. 4 (Ordinance NS-XXXX). Therefore, approval of this subdivision will not cause any serious public health problems. 55394.0005392005824.1 75D-696 F. The design or improvements of the proposed project will not conflict with the easements necessary for public access through or use of the property within the proposed project. The designs or improvements associated with approval of the tentative parcel map will not conflict with easements necessary for public access through or use of the property within the proposed project. The project site will allow for shared common access within development, which is outlined in the CC&Rs. The CC&Rs will ensure all ingress and egress easement and access will be maintained for the project site. SECTION 3. EFFECTIVENESS. Approval of the Tentative Parcel Map shall not be effective unless and until the following are adopted and become effective: Resolution No. 2019-xx (2019 Addendum) and Ordinance No. 2019-XXXX (MainPlace Mali Specific Plan). If the approvals and the Specific Plan are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then this Tentative Parcel Map approval shall be null and void and have no further force and effect. SECTION 4. CITY COUNCIL ACTION. The City Council hereby approves Tentative Parcel Map No. 2018-01, as conditioned, and which approval shall not be effective unless and until the City Council approves the 2019 Addendum and the MainPlace Mall Specific Plan. The conditions of approval are included herein and attached as Exhibit A. S CTIQN 5. INDEMNIFICATION, The Developer shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, referendum, and other proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M, Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Developer shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the 5 5394,00053\32005 824.1 75D-697 Developer of any Action brought and City shall cooperate with Developer in the defense of the Action. ADOPTED this 4ch day of June, 2019. AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck, Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY 1, NORMA MITRE, Acting Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019-xx to be the original resolution adopted by the City Council of the City of Santa Ana on 2019. Norma Mitre Acting Clerk of the City Council City of Santa Ana 5 5304,0003 3\32005 924. 1 75D-698 EXHIBIT A Conditions for Approval for Tentative Parcel Map No. 2018-01 Tentative Parcel Map No. 2018-01 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, Applicant shall meet the following conditions of approval: The Applicant must comply with each and every condition listed below prior to exercising the rights conferred by this tentative tract map. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result In the revocation of the tentative tract map. 1. All proposed site improvements must conform to the Site Plan Review approval of DP No, 2018-17. 2. The project and map shall comply at all times with the requirements listed in the attached Public Works Agency memorandum dated May 8, 2019 and attached hereto. 3. Two copies of the recorded final parcel map shall be submitted each to the Planning Division, Building Division and Public Works Agency within 10 days of recordation. 4. Applicant must submit Covenants, Conditions and Restrictions (CC&Rs) for the project to the case planner for review and approval prior to the final map being recorded 5. The tentative parcel map, final map and all improvements required to be made or installed by the subdivider shall be in accordance with the requirements and design standards and specifications of the City of Santa Ana and the requirements of the State Subdivision Map Act. 6. After project occupancy, landscaping is to be maintained in accordance with the landscape plan approved for the project. This shall include the minimum levels of plant materials shown on the landscape plan and installed at the time of occupancy. 7. The property owner shall be responsible for maintaining the lots free from debris, overgrown vegetation, and graffiti. The property owner shall provide as part of the Covenants, Conditions and Restrictions (CC&Rs) that the owner of each condominium shall immediately remove any graffiti placed thereon. Any graffiti must be removed within 24 hours 55394,00053MOOS 824.1 75D-699 8. The final map must be approved and recorded prior to issuance of permits for all on - site improvements such as, but not limited to the sidewalk and driveway apron improvements. 9. Development within the area of the map is subject to development and permit fees in effect at the time of permit issuance. Prior to approval of Certificate of Occupancy, all on -site improvements shall be made in accordance with the submitted plans. 10. Prior to submittal of the final map, submit a management plan per Section 34-184 of the Santa Ana Municipal Code. 11,Prior to submittal of the final map, submit a conversion plan per Section 41-1804 of the Municipal Code. 12. Landscaping shall be maintained in compliance with the submitted plan. Any modifications to this plan shall be submitted to the Planning Division for review and subject to the approval of the Planning Manager. 13. Park impact fees shall be directed to Santiago Park improvements — Suggested for addition to the Conditions of Approval by the Planning Commission on May 13, 2019, 14.Property Maintenance Agreement. Subject to review and applicability by the Planning and Building Agency, the Public Works Agency, and the City Attorney to ensure that the property and all improvements located thereupon are properly maintained, Developer (and the owner of the property upon which the authorized use and/or authorized improvements are located if different from the Applicant) shall execute a maintenance agreement or incorporate the form of this condition within the Project's CC&R's with the City of Santa Ana which shall be recorded against the property and which shall be In a form reasonably satisfactory to the City Attorney. The maintenance agreement shall contain covenants, conditions and restrictions relating to the following: Compliance with operational conditions applicable during any periods) of construction or major repair (e.g., proper screening and securing of the construction site; implementation of proper erosion control, dust control and noise mitigation measure; adherence to approved project phasing etc.); b. Compliance with ongoing operational conditions, requirements and restrictions, as applicable (including but not limited to hours of operation, security requirements, the proper storage and disposal of trash and debris, enforcement of the parking management plan, and/or restrictions on certain uses, c. Ongoing compliance with approved design and construction parameters, signage parameters and restrictions as well as landscape designs, as applicable; 553900053%32005824.1 75D-700 d. Ongoing maintenance, repair and upkeep of the property and all improvements located thereupon (including but not limited to controls on the proliferation of trash and debris about the property; the proper and timely removal of graffiti; the timely maintenance, repair and upkeep of damaged, vandalized and/or weathered buildings, structures and/or improvements; the timely maintenance, repair and upkeep of exterior paint, parking striping, lighting and irrigation fixtures, wails and fencing, publicly accessible bathrooms and bathroom fixtures, landscaping and related landscape improvements and the like, as applicable); e. If Developer and the owner of the property are different (e.g., if the Applicant is a tenant or licensee of the property or any portion thereof), both the Applicant and the owner of the property shall be signatories to the maintenance agreement and both shall be Jointly and severally liable for compliance with its terms. f. The maintenance agreement shall further provide that any party responsible for complying with its terms shall not assign its ownership interest in the property or any interest in any lease, sublease, license or sublicense, unless the prospective assignee agrees in writing to assume all of the duties and obligations and responsibilities set forth under the maintenance agreement. g. The maintenance agreement shall contain provisions relating to the enforcement of its conditions by the City and shall also contain provisions authorizing the City to recover costs and expenses which the City may incur arising out of any enforcement and/or remediation efforts which the City may undertake in order to cure any deficiency in maintenance, repair or upkeep or to enforce any restrictions or conditions upon the use of the property. The maintenance agreement shall further provide that any unreimbursed costs and/or expenses Incurred by the City to cure a deficiency in maintenance or to enforce use restrictions shall become a lien upon the property in an amount equivalent to the actual costs and/or expense incurred by the City. h. The execution and recordation of the maintenance agreement shall be a condition precedent to the final map being recorded. 55394,00053�32005824A 75D-701 75D-702