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HomeMy WebLinkAboutNS-2149 - Approving an Amendment to the Development Agreement Between the City and Xerox Centre Partners ....,....u_~...._ 093 REL: 9/19/91 r ORDINANCE NO. NS- 2149 AN ORDINANCE OF THE CITY OF SANTA ANA APPROVING AN AMENDMENT TO THE DEVELOP- MENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND XEROX CENTRE PARTNERS (FORMERLY BIRTCHER XEROX PARTNERS) FOR XEROX CENTRE i WHEREAS, the city of Santa Ana entered into that certain Development Agreement, dated November 11, 1989, with Birtcher Xerox Partners, pertaining to the development of certain property located on the east side of the Santa Ana Freeway, between First and Fourth Streets (the "Development Agreement"); and WHEREAS, the city and Xerox Centre Partners, formerly Birtcher Xerox Partners, now desire to amend the Development Agreement in certain particulars; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: 1. That certain "AMENDMENT TO DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA and XEROX CENTRE PARTNERS (formerly BIRTCHER XEROX PARTNERS) FOR XEROX CENTRE" (the "Amendment"), a copy of which is attached hereto as Exhibit A and incorporated herein by reference, is hereby approved, and the Mayor is authorized to execute the same on behalf of the city of Santa Ana following its execution by Xerox Centre Partners. 2. The city council hereby finds and determines that the provisions of the Development Agreement, as amended by the Amendment, are consistent with the General Plan of the city of Santa Ana. 3. The Clerk of the Council is directed to cause a copy of the executed Amendment to be recorded in the official records of ~, 1 ORDINANCE NS-2149 Page 2 , 095 Orange county, California, within ten days following its effective date. ADOPTED this 21 st day of October , 199~. " , ATTEST: ~~ Mayor ~,.- ~ $71 n ce C. GUy Clerk of the council COUNCILMEMBERS: , I Young Pulido Acosta' Griset McGuigan Norton Richardson ~ ~ ~ ~ ~ ~ ~ APPROVED AS TO FORM: ~~ Edward J.C r city Attorney CERTIFICATE OF ORIGINALITY & PUBLICATION state of California County of Orange I, JANICE C. GUY, Clerk of the Council, do hereby certify the attached Ordinance N$ -;;1/</'1 to be the original ordinance adopted by the City Council of the City of Santa Ana on 10-,;21-9/ ; and that said ordinance was published in " './ accordance with the Charter of the city of Santa Ana. f1- .- 'I-1z /'~r/<' Clerk of the Counc , Da~e city of Santa Ana . ' I " EXHIBIT "A" 9/-605262 RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: CITY CLERK CITY OF SANTA ANA POST OFFICE BOX 1988 SANTA ANA, CA 92701 REQORDEO IN OFFICIAL RECORDS OF OIWIGE COUNTY, CAUFORNIA .3!~ PM NOV 5 '91 , ~ a'~REOORDER 097 \ Titles $ '" @$ .&),-- '). c.D Add. $ " Pg@$ 3 /" GO, Lien Nt $ @$ Other $ Total . $7:Jt) ,> A.c. Fee O.T,T, PCOR SMF RD".' (Space above this line for Recorder's use only) AMENDMENT TO DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA and XEROX CENTRE PARTNERS (formerly BIRTCHER XEROX PARTNERS) FOR XEROX CENTRE Dated: (Jr.lA ;1-/ ,1991 098 REL: 9/20/91 AMENDMENT TO DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA and XEROX CENTRE PARTNERS (formerly BIRTCHER XEROX PARTNERS) FOR XEROX CENTRE THIS AMENDMENT TO DEVELOPMENT AGR~I1ENT ("Amendment") is entered into as of this ;J/~ day of O--ZZp1'&!!.__ , 1991 by and between the CITY OF SANTA ANA, a municipal corporation ("City") and XEROX CENTRE PARTNERS (formerly Birtcher Xerox Partners), a California general partnership ("Developer"). ')j,v;V-!.~) B.lLQl.TAL.Q. : This Amendment is entered into on the basis of the following facts, understandings and intentions of the parties: A. On November 11, 1989 the city and Developer entered into that certain Development Agreement ("Agreement"), recorded January 4, 1990, as Instrument No. 90-006603 in the Official records of Orange County, California for the development of certain real property ("Property") in the City more particularly described in Exhibit "A" attached hereto and by this reference incorporated herein. B. Pursuant to Government Code section 65868 and section 16(a) of the Agreement, the Agreement may be amended in whole or in part by the mutual consent of the parties in the manner provided for by California Government Code sections 65867, 65867.5 and 65868. C. The parties now desire to amend the Agreement to reflect, among other things, changes in the nature and timing of certain rights and obligations of the parties under the Agreement and the ~\ contemplated development of the Property. Such development shall be substantially in accordance with Specific Development Plan No. 54 ("Specific Plan"). The City has given notice of its intention to adopt this proposed Amendment, has conducted public hearings thereon pursuant to Government Code Section 65867 and City's Resolution No. 82-98 and has found that the provisions of this Amendment and its purposes are consistent with the objectives, policies, general land uses and programs specified in the city's 1 OfJ9 General Plan and the Specific Plan. The terms and conditions of this Amendment have been found by the City to be fair, just and reasonable. D. The development and use which Developer currently proposes in connection with the property have been extensively reviewed and considered by the City and its officers, agencies and departments, and such proposed development and use have been modified to accommodate the City's recommendations and suggestions in order to protect the public's interest and to enhance the desirability from the public'S perspective of such proposed development and use. E. In connection with this Amendment, the city has taken all steps necessary to achieve compliance with the California Environmental Quality Act. In this regard, the City has determined pursuant to California Public Resources Code Section 21166 that the development of the Property as currently proposed by Developer will not constitute a substantial change in the Project or the circumstances under which the Project is undertaken which will require major revisions to the EIRi accordingly, no subsequent or supplemental environmental impact report or additional mitigation measures shall be required by the city. F. The City, by electing to enter into this Amendment, acknowledges that the obligations of the city under this Amendment and the Agreement shall survive beyond the term or terms of the present City Council members, that such action will serve to bind the city and future councils to the obligations hereby undertaken and this Amendment and the Agreement shall limit the future exercise of certain governmental and proprietary powers of the city. By approving this Amendment, the City Council has elected to exercise certain governmental powers at the time of its entering into this Amendment rather than deferring its actions to some undetermined future date. Accordingly, the City and Developer desire to enter into this Amendment in order to vest in Developer certain development rights pursuant to the terms of this Amendment. Such development rights are intended to allow for the development of the Property in accordance with the terms of this Amendment pursuant to the land use ordinances, rules, regulations and policies applicable as of the Effective Date of the Agreement, except as otherwise specified in this Amendment. r WHEREFORE, in consideration of the foregoing and of their mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties hereto do hereby agree as follows: 1. All capitalized terms set forth in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. 2 100 2. The City hereby recognizes that Xerox Centre Partners, a California general partnership, has succeeded to all the rights and obligations of Birtcher Xerox Partners, a California general partnership, under the Agreement, and that any reference in the Agreement to "Developer" shall mean and refer to Xerox Centre Partners. 3. Recital B of the Agreement is amended by deleting the parenthetical phrase" (hereinafter the "Tentative Map")" at the end thereof. 4. The fourth sentence in section 1 (Property and Phasing) of the Agreement is hereby deleted and the following sentence is substituted in lieu thereof: It is currently anticipated that the Property will be developed in two (2) subsequent phases, sometimes hereinafter referred to as "Phase II", as depicted on Exhibit "B" as Parcel 2 and "Phase III", as depicted on Exhibit "B" as Parcels 3 and 4. 5. section 5 of the Agreement is amended to read as follows: 5. Dedications of Land for Public Purposes. Developer has dedicated to the city all land required from Developer for right-of-way purposes for First street, Fourth street, and Cabrillo Park Drive. Developer shall also grant easements necessary for City maintenance of traffic signals and similar public street appurtenances. It is understood and agreed that no other reservations or dedications of real property by Developer will be required by the City during the Term with respect to the Project(s). 6. section 6 of the Agreement is amended to read as follows: 6. Subdivision. Prior to issuance of a building permit for any development of the Property beyond the Phase I development, Developer shall obtain City approval of a new tentative map for a subdivision of the Property in accordance with the phases described in Section 1 of this Agreement. Prior to issuance of a certificate of occupancy for any such new development, a parcel map consistent with such tentative map shall be recorded with the county of Orange. No condi- tions shall be imposed by the city on such new tentative map which are inconsistent with this Agreement. Such tentative map may, at Developer's option, be a vesting tentative map, but the filing of a new vesting tentative map shall not affect the time at which development rights acquired by Developer pursuant to this Agreement became vested in Developer. 3 , 101 7. Subsection (b)( l) (Developer I s Obliqations - Cabrillo Park Drive) of Section 9 (Mitiqation Measures) of the Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof: (l) Cabrillo Park Drive (i) Cabrillo Park Drive Plans. Developer agrees to commence immediately and diligently prosecute to completion the final plans and specifications (the "Cabrillo Park Drive Plans") for the completion of Cabrillo Park Drive between First Street and Fourth Street adjacent to Phase II and Phase III of the Property. (ii) Cabrillo Park Drive Improvements. Developer shall construct at its sole cost and expense the following improvements to Cabrillo Park Drive (the "Cabrillo Park Drive Improvements"): sub-base and asphalt pavement, full sidewalk on the west side, curbs and gutters on both sides, a landscaped median, street lighting on both sides, installation of a westbound left- turn lane, installation of traffic signals at the southerly and northerly access points on Cabrillo Park Drive, drainage facilities as required, parkway landscaping on both sides and necessary signing and striping. Developer shall also be responsible for installing in Cabrillo Park Drive laterals with stubheads for future water and electical service for the landscaping irrigation on the east side of Cabrillo Park Drive adjacent to the Kaiser property. The Cabrillo Park Drive Improvements shall meet but not be required to exceed published minimum City standards for comparable arterial streets within the city (for example, the portion of Cabrillo Park Drive adjacent to Phase I). city and Developer agree that the City shall use its best efforts to have Caltrans install traffic signal improvements at Fourth street and Cabrillo Park Drive in accordance with ultimate design. Developer shall be responsible for the cost or the actual installation of any traffic signal improvements at Cabrillo Park Drive and Fourth Street not provided by Caltrans. The City shall work with Caltrans to ensure the timely completion by Caltrans of all permanent traffic signal improvements at Cabrillo Park Drive and Fourth street. The City shall also cooperate with Developer to cause the Sanitation Districts of orange county to confirm that there is no need to relocate the sewer line within Cabrillo Park 4 102 Drive. In the event, however, that relocation of such sewer line is required, such relocation shall be the responsibility of Developer. In the event it is . necessary to acquire any additional right-of-way to complete the extension of Cabrillo Park Drive between First street and Fourth street, Developer shall not be responsible for the cost thereof. Developer shall commence construction of the Cabrillo Park Drive Improvements wi thin sixty (60) days after Developer's receipt of permi ts from the ci ty allowing such construction, and Developer shall complete the Cabrillo Park Drive Improvements prior to the issuance of a certificate of occupancy for the first building constructed on the Property as part of Phase II or Phase III. Developer shall be responsible for obtaining the necessary permits from the City and paying the required plan check and inspection fees in connection with the construction of the Cabrillo Park Drive Improvements. The City agrees, upon request of Developer, to cooperate with Developer to obtain a Cabrillo Park Drive mailing and street address for all Phases of the project. 8. Subsection (b) (2) (Developer's Obliqations - First street and Grand Avenue) of section 9 (Mitiqation Measures) of the Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof: (2) First street and Grand Avenue. Developer agrees to commence immediately and diligently prosecute to completion the final plans and specifications (the "First and Grand Plans") and cost estimates for the widening of the east side of Grand Avenue between First Street and Fourth street and a westbound right-turn lane at the intersection of First Street and Grand Avenue (hereinafter collectively referred to as the "First and Grand Improvements"). The First and Grand Plans shall be in substantial accordance with those certain conceptual street improvement plans for First and Grand, dated September 13, 1991, prepared by the city of Santa Ana. After submittal of the First and Grand Plans to the City and receipt of the City's comments with respect thereto, Developer shall make final revisions to the First and Grand Plans based upon the city I s comments. Upon Developer's completion of such final revisions and submittal to the city of the original mylars, Developer shall have fulfilled its obligations hereunder. 9. Subsection (b) (4) (Developer's Obliqations -Transporta- tion Demand Manaqement Proqram) of section 9 (Mitiqation Measures) of the Agreement is hereby amended to read as follows: 5 103 (4) Transportation Demanu Manaqement Proqram. The Developer agrees to comply with the Transportation Demand Management Program set forth in Exhibit C, attached ,hereto and incorporated herein. 10. Subsection (b) (2) (Developer's ObliQations - Cabrillo Park Drive) of section 10 (Costs of Mitiqation Measures) is hereby deleted in its entirety and the following is substituted in lieu thereof: (2) Cabrillo Park Drive. Subject to the limitations set forth in Section 9 (b) (1), Developer shall be obligated to bear all costs and expenses in connection with the design and construction of the Cabri1lo Park Drive Improvements. 11. Subsection (b) (3) (Developer's Obliqations - First street and Grand Avenue) of section 10 (Costs of Mitiqation Measures) of the Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof. Developer agrees to prepare, at its sole cost and expense, the final plans and specifications and cost estimates for the First and Grand Improvements. Developer agrees to contribute Seven Hundred Fifty Thousand Dollars ($750,000.00) (the "First and Grand contribution") toward the First and Grand Improvements. The First and Grand Contribution shall be payable by Developer upon the earlier of: (i) The date a certificate of occupancy is issued for the first building to be constructed on the Property as part of Phase II or Phase III; r (ii) The date which is thirty (30) days after Developer receives written notice from the City that the City is ready to advertise for bids for the construction of the First and Grand Improvements. Developer's obligation to pay any portion of the First and Grand Contribution pursuant to this Subsection (ii) shall be conditioned upon the City notifying Developer in writing upon the city being awarded state or federal funds to construct the First and Grand Improvements. Should the ci ty not enter into a construction contract within 120 days after advertising, City shall refund the First and Grand Contribution. (iii) The date which is thirty (30) days after Developer receives written notice from the city that (A) the City has opened an escrow to acquire all or any portion of the right-of-way 6 104 necessary to construct the First and Grand Improvements, or (B) the City has obtained an order for prejudgment possession with respect to all or any portion of said right-of-way. Developer's obligation to pay any portion of the First and Grand contribution pursuant to this Subsection (iii) shall be limited to the actual costs incurred by the City to acquire the right-of-way. Notwithstanding the foregoing, in no event shall Developer be required to pay any portion of the First and Grand contribution prior to June 30, 1992. within sixty (60) days after the date of the City's adoption of an ordinance approving this Amendment, Developer shall obtain a bond ("Bond") in the amount of the First and Grand Contribution in favor of the City to secure Developer's agreement to pay to the city the First and Grand contribution in accordance with the terms and conditions of this section 10(b) (3). Subject to the limitations provided herein, the City may call the Bond upon Developer I s failure to pay the Fin,t and Grand Contribution or any portion thereof on or before the date which is fifteen (15) days after the city's written notification to Developer and the bonding company that such amount is due and payable hereunder; provided, however, that the city may demand the payment by the bonding company of only that portion of the First and Grand Contribution which Developer has failed to pay when due. The Bond shall provide that it may be modified, canceled or released only upon the request of the City; provided, however, that (A) upon Developer's payment of less than the entire First and Grand contribution, the City shall execute whatever documents are necessary to reduce the amount of the Bond to the then unpaid portion of the First and Grand contribution; and (B) upon Developer's payment of the entire First and Grand Contribution, Developer shall be released from any further obligation with respect to the First and Grand Improvements, and the City shall execute whatever documents are necessary to fully exonerate the Bond. 12. That portion (and only that portion) of Subsection (b) (4) (Developer's Obliaations - Limitations on Development Fees and Developer Contributions) of section 10 (Costs of Mitiaation Measures) on page 9 of the Agreement commencing with the words "Items (i) through (iv), above,. ." is hereby deleted in its entirety, and the following is substituted in lieu thereof: ",( Items (i) COllectively Contributions." through (iv), above, are referred to as the The city and Developer hereinafter "Developer agree and 7 105 acknowledge that the amount of Developer contributions is based upon a maximum final buildout for Phases II and III of Five Hundred Twenty Thbusand (520,000) square feet. The City hereby agrees that if the final square footage buildout for Phases II and III does not exceed 520,000 square feet, the total of all Development Fees for the project shall not exceed the amount of the Developer contributions as calculated herein. If the final square footage buildout for Phases II and III exceeds 520,000 square feet, Developer shall be required to pay at the time a certificate of occupancy is issued for such excess square footage an additional Developer contribution equal to the amount obtained by mUltiplying the City I s then existing Transportation system Improvement Fee applicable to the zone in which the Project is located by the number of square feet constructed by Developer in Phase II and III in excess of 520,000 square feet. 13. The addresses provided for Developer in section 21 (Notices) of the Agreement are deleted and the following addresses are substituted in lieu thereof: If to Developer: Xerox Centre Partners c/o Xerox Realty corporation 800 Long Ridge Road P. O. Box 1600 Stamford, Connecticut 06904 Attention: Vice President with a copy to: Palmieri, Tyler, wiener, wilhelm & Waldron 2603 Main street suite 1300 - East Tower Irvine, California 92714 Attention: Cynthia M. Wolcott 14. Exhibit "A" of the Agreement is hereby superseded and replaced by the exhibit attached to this Amendment as Exhibit "A." Exhibit "B" of the Agreement is hereby superseded and replaced by the map attached to this Amendment as Exhibit liB". 15. Except as modified in this Amendment, all of the terms, conditions and covenants of the Agreement shall continue in full force and effect. The City and Developer hereby ratify and confirm all the terms, conditions and covenants of the Agreement not otherwise amended herein, including, without limitation, Developer I s vested right to subdivide and construct works of improvement upon the Property in compliance with the density, intensity, height, size, access, parking and other components of the Specific Plan. 16. This Amendment shall be dated as of the date of adoption 8 106 of an ordinance of the City approving this Amendment, it being understood that such an ordinance shall not have been submitted to the city Council for adoption until after the execution of this Amendment by Developer. The effective date of this Amendment shall be the date on which said ordinance becomes effective. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year set forth above. Attest: CITY OF SANTA ANA, a municipal corporation By: "city" APPROVED AS TO FORM: ~~ City Attorney City Manager XEROX CENTRE PARTNERS, a California general partnership By: XEROX REALTY CORP. (CALIFORNIA) , a California corporation, a general partner i~,b; Its By: By: XEROX REALTY CORP. WEST, a California corporation, a general partner By: ItS:~ -, "Developer" 9 107 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On this day of , 19_, before me, the undersigned, a Notary Public in and for said state, personally appeared DANIEL H. YOUNG, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as the Mayor of THE CITY OF SANTA ANA, a municipal corporation, organized anq existing under the State of california, the municipal corporation that executed the within instrument, and acknowledged to me that he executed the within instrument on behalf of said municipal corporation, and said municipal corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. NOTARY PUBLIC Name (typed or printed) State of California } ~',A' SS. i-~~, C .r~" ounty of Orange .~., --rt, I' ~ On this 5' day of'71~ in the year I 'i fl. be!ore me . Clerk of the Councilor . , Deputy Clerk of the Council of the City of Santa a ersonally appeared ~ J.i. ~ a..u( 0;/0.~.... "Z.~perSOnailY known to me (or 0 CJ proved to me on the basi f satisfactory evidence) to be the person who executed )hiS instrument as Of the of Santa Ana and acknowledged to me t at the City of Santa Ana executed it. ~ vs.~ ,~ 10 108 STATE OF Ca.o.o..c+ic.v..\ ) COUNTY OF FAiR.f'iE.LC) l ss: On this rX7t'" day of S~felYlbe.fL , 1991, before me, the undersigned, a Notary Public, personally appearedAI?UN bAGA crud , known to me or proved to me on the basis of satisfactory evidence, to be the p/?eSJDeNT l!l..J of XEROX REALTY CORP. (CALIFORNIA), the corporation that as a general partner of XEROX CENTRE PARTNERS executed the within instrument, and acknowledged to me that such corporation executed the same as a general partner of XEROX CENTRE PARTNERS. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. If? j(g . 3/31 /9'/ 1 / Commission Expires 11 109 STATE OF e,,A);Oedl~"'+) . ) ss: COUNTY OF FAIR.f/E.t..n ) On this .;t 7 t~ day of ~el\<l.loe.({. , 1991, before me, the undersigned, a Notary Public, personally appeared A~LtA.) bAt:.A al.a , known to me or proved to me on the basis of satisfactory evidence, to be the PI?t:s,.oe.:iT aRd of XRC REALTY CORP. WEST, the corporation that as a general partner of XEROX CENTRE PARTNERS executed the within instrument, and acknowledged to me that such corporation executed the same as a general partner of XEROX CENTRE PARTNERS. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. My ommission Expire ,~ 12 . ' 110 EXHIBIT "A" That certain real property in the City of Santa Ana, County of Orange, state of California, described as follows: Parcels 1 through 4, inclusive, of Parcel Map No. 88-102 as shown on a Map recorded in Book 261, pages 37 to 39, inclusive of Parcel Maps, Records, of Orange County, California. :~J~ ~'*,I ,I , "\ , "\ ,. \ . ! ~ 1 . .--. , .~ .": ,~, , '" " , 4 .~ \ , ~I \\ ~\"\ \ \ , , . ~, I; '~:' , , !: . -. 'I ,I I' ~\, ,"=- \ \\ \ ,. '. " ; '1 :~ \ \ 'I' \\ ,1"- ~\ . 1 \ ,\ I', ~ J~; 11 . \ , ,~.. , ~, ~~' 'f\ X,~<~~"~' ))~ \~~~~, ~\ ". .~' _.~. ~ / Pi,~-" 'l ' "1,\ r 'll'.--,\' I " .-'" \' . " ,f\ , . , ~ 1"1' . . , ~ :.. ~ ~ , " :! '..r.t..... ........ .....-". ~ '. .' " " ~ ;i ~ .. '{ ::::!jl: - ,I. il; .-- .,. ..~. ,(, . ( -, lL- I' + t ,"" . ~ .. '. . ..#..., 7 " JUlin 1 , ., ::fl' "I ~" I "W;~ " i "I, .~ i~ ;j u 11 I I il I = s I I' I' II " I , I . I I I , I , . .. II I "I II! . I " 'I I I ~~ ~ t ~- :l; ~ F ~ ~I ~l d I .; I dl p' rl ~ ~I h .' .' . : n ~ . ~ " 1\ 'I l 1 ~ ..e-_--....., . ~ p 7j~in . , i: , . ; l ---:;.:' -... .t i ,.,!"..1;'1\ '--.~ ~"'1 ~ , l. Ii I Ii' j 1 I ; ~ ! i I' " I. 'I il Ii " l- Ii " Ii I , -l III Z -l ~ -t CD < < 11/11/11 I III .. "-t o ~- N :II Z n" /II ,.. II: ~ " I ! . f [JJ ~I' --.J , ',i , ~ j ~ i ~ ~ . i J .LlaIHX3 a " . . ~ ~ . ~ . a ill! 'I"~ "I II ~ . I i ; if' ii' h' " II , i HJ t 112 WiIBIT (' v TRANSPORTATION DEMAND MANAGEMENT MITIGATION MEASURES FOR XEROX CENTRE Prepared For: The Planning Center 1300 Dove Street, Suite 100 Newport Beach. CA 92660 Prepared By: Transportation Management Services 106 South Mentor Avenue, Suite 103 Pasadena. CA !J1106 June. 1989 (Revised August, 1991) 113 l vi TRANSPORTATION DEMAND MANAGEMENT MITIGATION MEASURES FOR XEROX CENTRE The following Transportation Demand Management (TDM) measures are bound by conditions included in the Covenants, and Restrictions (CC&R's) for Xerox Centre, mitigation Conditions 1. A Transportation Demand Management (TDM) program(s) shall be developed for each phase or combinations of phases, This shall hereinafter be referred to as the Xerox Centre TDM Program(s), The Xerox Centre TDM Program( s) shall commence with the occupancy of the next building de,veloped at the project. The Xerox Centre TDM Program(s) shall be required to adhere to TDM mitigation measures that are consistent with, and no more burdensome than, requirements of similar projects under the jurisdiction of. the City of Santa Ana. 2. The TDM program( s) shall be designed and Implemented to ensure that traffic generated by each phase of the revised master plan c10es not exceed the following AM peak hour vehicle trips at the completion of that particular phase: Phase I only--414; Phases I & II -- 827; Phase III only -- 257, The numbers of vehicle trips required to reduce AM peak hour traffic by 15% Il.re identified in the attached Table 2 from the Traffic Impact AnalysiF< and Site Plan Review by DKS Associates dated August. 1991. Phase I is bllilt and therefore the reduction from 487 to 414 AM peak hour trips (Il net reduction of 73) is considered fixed. Inasmuch as Phases II and lor III are not yet permitted, the actual square footages are subject to change, Should the gross square footage of these remainin'g phases change in final design, the TDM threshold values shall be adjusted using the ITE Trip Generation Rate Data in Table 2, 3. Adherence to the TDM Program( s) will be determined by the Owner( s) conducting annual traffic counts at the driveways of Xerox Centre (South Driveway for Phases I and II, and the North Driveway for Phase III). The AM peak hour shall be defined as the hour between 6:00 a,m, to 10:00 a,m. during which the highest vehicular voiumes on the adjacent street system are recorded, Vehicles entering and leaving project during the AM peak period (I.e" 6:00 to 10: 00 a, m,) will be counted on Tuesday, Wednesday. and Thursday for two consecutive weeks during the period of January 15 through May 20 or September 20 through November 20, The average peak hour total vehicular volume will be calculated and serve as the basis for the evaluation. " f'T1: - ." ."." ."." 0 :><-l . ~ 0- 0- ::- 0- 0- n " ., "" ., ., " ., ., " a E ~ ~ or. or. or. n ; n " " n n 0- >< n . 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(; <.oJ co 0 - N ",<.oJ w <.oJ w <.oJ " or. -' "'0 '" <.oJ '" co -' <.oJ co -' E '" "" '" -' -' N '" '" '" 0 - "" 'D 0 ". :I: 0 - - -J ~ .to- ON N t-' COA .... .to- A A D co .... N <.oJ -' 0-' <.oJ .... 0-' w.... S -' <.oJ co .... '" 'D <.oJ N - co 'D co - - N '" '" .. N ~ ., <:r i:; 115 TRANSPORTATION DEMAND MANAGEMENT MITIGATION MEASURES FOR XEROX CENTRE Page Two 4, A plan describing start up and first year TDM activities at Xerox Centre shall be submitted prior to the issuance of any building permits for the next phase, The plan shall be carried out by an on-site Commute Transportation Coordinator(s), 5. The Xerox Centre TDM Program(s} shall describe actions to be taken to limit peak hour commute related travel demand as described above. The TDM planes) shall discuss: . Responsibilities for the Property Owner(s) and tenants . Facility Improvements . Financial Incentives . Vehicular operations (e,g, shuttle to the Regional Transportation Center) " . Monitoring 1 reporting J and enforce men t . Contingency and remedial actions 6. The recorded Covenants, Conditions. and Restrictions (CC&R's) shall include provisions to guarantee adherence to and perpetual operation of the TDM Program( s) regardless of property ownership, inform all subsequent property owners of the requirements imposed herein, and identify the potential consequences of nonperformance. Each space use agreement (i.e., lease document) shall include relevant clauses of the Xerox Centre TDM Program(s) as a means to inform and commit tenants to and participate in helping the project meet the TOM performance requirements. 7, The Property Owner(s) shall prepare an Annual TOM Report(s) 12 months after the "utility release" for the next phase of development and at the end of each successive 12 months thereafter. The Annual TOM Report(s) shall include building occupancy (by phase), AM peak hour vehicle trip counts as outlined in Item 3 above, and the means of travel for employees working at Xerox Centre (as compiled from an annual survey of tenants' employees). The Annual TOM Report(s) shall also describe TOM activities OCCUlTing over the past year and activities planned for the next 12 months, r' 8. The City of Santa writing, of failure to by methods described Ana shall notify the Property Owner( s) , in comply with the TOM Program(s) as determined in Sections 2 and 3 of this document. 116 TRANSPORTATION DEMAND MANAGEMENT MITIGATION MEASURES FOR XEROX CENTRE Page Three 9, If the TDM Program(s) performance requirements are not satisfied, the Property Owner(s) not in compliance shall submit to the City of Santa Ana within 60 days of notification by the City of Santa Ana a list of TDM actions that will be implemented to reduce AM peak hour vehicle trips to meet the requirements within 180 days of written notification by the City of Santa Ana, Contingency actions to be taken in the event of not meeting the requirements shaH be described in the Xerox Centre TDM Program. Remedies could include, but are not limited to: . Increasing the level of effort (1. e" financial and other resources) for existing on-site TDM program activities, . Initiating new on-site TDM activities. . Supporting off-site TDM efforts that have the effect of reducing traffic levels in the vicinity of the project. . Increasing the level of support for areawide TDM efforts. At the end of the 180 day period, performance will be evaluated by the City of Santa Ana based upon measures described in Sections 2 and 3 of this document to determine compliance, No further measures to reduce the particular project/phase generated AM peak hour vehicle trips will be necessary if the requirements are then met. Should the performance requirement not be satisfied by the end of the 180 day period for a particular project/phase, that particular project/phase Property Owner(s) shall pay a TDM Penalty Fee of $700 per vehicle for the number of average daily vehicle trips in excess of the requirement. Notwithstanding the foregoing, the Property Owner( s) total annual obligations shall not exceed $51,100 for Phase I, $102,200 for Phases I and II combined, and $31,500 for Phase In, The TDM Penalty Fee shall be paid within 60 days to the City of Santa Ana and used to improve street capacity through the construction of physical improvements to be selected by the City of Santa Ana from the list of areawide improvements identified in the "Cumulative Development Analysis" of the Xerox Centre EIR or for on-site physical improvements/TUM program enhancements and/or to reduce areawide AM peak hour travel demand in the vicinity of the Xerox Centre. The Public Works Agency shall make a determination for compliance that such fees have offset the impact of project related AM peak hour travel demand and the performance requirement may be revised upward to account for the change in allowable AM peak hour trips generated by the affected phase( s) of Xerox Centre, -- ,~,...",,"'" .. 117 TRANSPORTATION DEMAND MANAGEMENT MITIGATION MEASURES FOR XEROX CENTRE Page Four 10. The Property Owner(s) shall participate in an Transportation Management Association if it is established. areawide 11. The Xerox Centre TDM Program shall encourage the response of tenants to applicable regional and/or city transportation management regulations. 12. Appeal of any declsions regarding provisions of the "TDM MItigation Measure for Xerox Centre" shall Initially be submitted to the Executive Director, Public Works Agency, If such appeal Is not resolved administratively, it shall be brought forward to the Planning Commission and, if necessary. to the City Council for resolution. , r