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HomeMy WebLinkAbout75A - PH - AMEND DEV AGMT 1901 E FIRST STREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 21, 2013 TITLE: PUBLIC HEARING - AMENDMENT TO DEVELOPMENT AGREEMENT NO. 2007-01 FOR A NEW MULTI-FAMILY RESIDENTIAL DEVELOPMENT AT 1901 EAST FIRST STREET - LYON COMMUNITY DEVEL ME T, APPLICANT CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1" Reading ? Ordinance on 2n° Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Adopt a resolution approving the Addendum to the Final Environmental Impact Report No. 2006- 01 and approve the Mitigation Monitoring and Reporting Program. Adopt an ordinance approving the first amendment to Development Agreement No. 2007-01. PLANNING COMMISSION ACTION On August 26, 2013, the Planning Commission recommended that the City Council adopt a resolution approving the Addendum to the Final Environmental Impact Report No. 2006-01 and approve the Mitigation Monitoring and Reporting Program; adopt an ordinance approving the first amendment to Development Agreement No. 2007-01; adopt a resolution approving Vesting Tentative Tract Map No. 2013-04 as conditioned; and adopt a resolution approving Site Plan Review No. 2013-03 as conditioned by a vote of 7:0 for a new multi-family residential development at 1901 East First Street in the Arterial Commercial/Metro East Mixed Use (C5/MEMU) zoning district. The Planning Commission made no changes to the terms of the agreement as outlined in the attached staff report (Exhibit A). DISCUSSION The Lyon Community project at 1901 E. First Street will be a new 254-unit multi-family residential project in a contemporary architectural style featuring a wide variety of unit types, an extensive amenity package, a retail component, and the provision of both private and publicly-accessible open space. Parking for the project will be provided within an existing parking structure. The project site is located within the Metro East Mixed Use Overlay Zone and was previously entitled as the First and Cabrillo Towers, for which environmental impacts reports were previously prepared. Additional environmental analysis was performed for the proposed project in the form of 75A-1 Amend DA No. 2007-01 October 21, 2013 Page 2 an addendum to the previously-certified EIRs. This addendum did not identify any additional environmental impacts. The requested actions would approve the addendum to the EIR, modify the existing development agreement to reflect the proposed project, approve a vesting tentative tract map that would allow for the potential for future condominium sales of the units, and approve the site plan for the project. Additionally, after the Planning Commission hearing, a condition of approval has been recommended by staff to be added to the entitlements that require the construction of a block wall and decorative wrought iron fence along the east property line of the site, in line with an agreement reached between property owners. CITY COUNCIL AD HOC COMMITTEE FINDINGS AND RECOMMENDATIONS As a part of its deliberations at its meeting on September 16, 2013, the City Council discussed the proposed $3,000 per unit in-lieu fee for affordable housing. It was noted that this fee was based on the prior development agreement, which was approved prior to the adoption of the City's Housing Opportunity Ordinance. The Housing Opportunity Ordinance would require a significantly higher commitment to affordable housing and, thus, the Council discussed whether this fee was appropriate under today's circumstances. It is estimated that the Housing Opportunity Ordinance costs would be in the range of $12,000 per unit. In order to evaluate this issue further, the Mayor appointed an Ad Hoc Committee comprised of Council Member Sarmiento and Mayor Pro Tern Tinajero to study the issue and report its findings and recommendations. In follow up meetings and discussions the Ad Hoc Committee reviewed the history and policies as they relate to affordable housing, including looking at the fees paid by prior projects. The committee also evaluated the circumstances of this development project, including the fact that this site was originally approved for two high-rise residential towers. Additionally, it was noted that the applicant proposes to keep and re-use the existing parking garage, which saves considerable costs. And while the committee concluded that the project should include a larger commitment to affordable housing, the committee agreed that the project should not have to comply fully with the Housing Opportunity Ordinance. The committee therefore directed staff to work further with the applicant to find ways to increase the commitment to affordable housing, including exploring the concept of incorporating affordable units within the project instead of paying an in-lieu fee. The committee believed this approach would begin to implement the City's Council's commitment to affordable housing in a meaningful way. In follow up meetings and discussions, staff and the applicant explored approaches to fulfill the goals expressed by the committee. More specifically, the applicant proposed incorporating ten affordable housing units within the LOW affordability category if it were balanced by a density bonus of ten additional market-rate one-bedroom units. In other words, the 254-unit project would become 264 units, ten units of which would be set aside for affordable housing. The ten affordable units would be comprised of five one-bedroom units and five two-bedroom units. The committee found this noteworthy because the two-bedroom units would be suitable for families. The value of 75A-2 Amend DA No. 2007-01 October 21, 2013 Page 3 this approach is estimated at $1,325,000, which is an increase of $563,000 or 74% over the $3,000 fee. While the applicant would build the affordable units instead of paying an in-lieu fee, this approach would be the equivalent of a $5,200/unit fee. The committee determined this proposal to be appropriate and fair. The environmental analyses have also been updated to evaluate the proposed density bonus units. These analyses determined that the ten additional units do not affect the conclusion. The proposed project will not result in any new or significant impacts that were not previously analyzed and adequately addressed in the Metro East Mixed Use Overlay Zone and First and Cabrillo Towers EIR (Exhibits B and C). The Ad Hoc Committee therefore recommends that the City Council approve the development project with changes to incorporate the affordable housing units as outlined above. The provisions necessary to implement the committee's recommendation have been incorporated into the draft development agreement for the City Council's consideration. Second reading of the ordinance for the development agreement, together with the revised Tentative Tract Map and Site Plan Review, will be brought back for final approval at the November 4, 2013, City Council meeting. FISCAL IMPACT There is no fiscal impact associated with this action Jay . Trevino E, cutive Director Planning and Building Agency VF:rb vflreportsWDA07-1 & VTTM13-41901 1st Street. 0102113 Exhibit: A. Planning Commission Staff Report B. Updated Environmental Analysis - Phil Martin & Associates C. Updated Traffic Analysis - Pirzadeh & Associates 75A-3 75A-4 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: AUGUST 26, 2013 TITLE: PUBLIC HEARING - AMENDMENT TO DEVELOPMENT AGREEMENT NO. 2007-01, VESTING TENTATIVE TRACT MAP NO 2013-04 AND SITE PLAN REVIEW NO. 2013.03 FOR A NEW MULTI-FAMILY RESIDENTIAL DEVELOPMENT AT 1901 EAST FIRST STREET Prepared by _ Vince Fregoso Executive Director RECOMMENDED ACTION Recommend that the City Council: PLANNING COMMISSION SECRETARY APPROVED ? As Recommended ? As Amended ? Set Public Hearing For DENIED ? Applicant's Request ? Staff Recommendation CONTINUED TO Planning ManNger Adopt a resolution approving the Addendum to the Final Environmental Impact Report No. 2006-01 and approve the Mitigation Monitoring and Reporting Program. Adopt an ordinance approving the first amendment to Development Agreement No. 2007-01. 3. Adopt a resolution approving Vesting Tentative Tract Map No. 2013-04 as conditioned. 4. Adopt a resolution approving Site Plan Review No. 2013-03 as conditioned. DISCUSSION Request of the Applicant Lyon Community Development is requesting approval to construct a new 254-unit multi-family residential development at 1901 East First Street. Specifically, the applicant is requesting to amend provisions of the existing First and Cabrillo Towers development agreement, approval of a vesting tentative tract map, site plan review approval and approval of an addendum to the certified environmental impact report. Protect Location and Site Description The subject property is a 5.18-acre parcel of land that is located at the northeast corner of First Street and Cabrillo Park Drive. The site previously contained a two-story, 75,300 square foot building that was recently demolished to accommodate the proposed project. A four-level, 669- space parking structure that served the previous development was preserved and will be integrated into the design of the proposed project. EXHIBIT A 75A-5 Amend DA No. 2007-01, VTTM No. 2013-04 & SPR No. 2013-03 August 26, 2013 Page 2 The project is located within the Metro East Mixed Use (MEMU) Overlay Zone, which is comprised of the properties generally bounded by the Santa Ana (1-5) Freeway on the west, Park Court Place and its prolongation to Tustin Avenue on the north, First Street on the south, and Tustin Avenue and the Costa Mesa Freeway (SR-55) on the east. The overlay zone comprises over 200 acres of land that is designated in the General Plan as District Center (DC) and is currently developed with commercial, office and several large vacant parcels along the western boundary of the overlay zone. Surrounding land uses include office development to the north, office and vacant land to the south and west, and office and office and commercial uses to the east (Exhibits 1, 2 and 3). Project Description The applicant proposes to construct a 254-unit condominium development with 2,400 square feet of retail space on a partially vacant parcel of land. The units, which will consist of a combination of flats and townhomes, will be located within four separate buildings. The project will initially operate as an apartment complex, with units available for rent. However, a vesting tract map is proposed to be approved for the project that will allow the eventual sale of the units as condominiums as the for-sale market dictates. A total of 240 units (flats) will be provided within two five-story buildings. A total of 186 units will located with the five-story, U-shaped building that will be constructed along the west side of the preserved parking structure and extend toward Cabrillo Park Drive. Another 54 units are within the five-story freestanding building that will be located on the north end of the site. Due to the location of the existing parking structure, a different type of unit is proposed to wrap the south and east side of the structure. To address this unique design challenge, the applicant is intending to construct 14 townhome units within two separate buildings. These three-story units will have access to private two-car garages that will be located within the existing parking structure. The entire project will contain one, two and three bedroom units. The flats will range in size from 769 square feet for the smallest one bedroom unit to 1,721 square feet for a two bedroom unit. The townhome units range in size from 1,613 square feet for a one-bedroom unit to 1,990 square feet for a three-bedroom unit. Table 1 on the following page provides a breakdown of the units within the project. 75A-6 Amend DA No. 2007-01, VI-TM No. 2013-04 & SPR No. 2013-03 August 26, 2013 Page 3 Table 1 Lyon Condominium Project Summary Unit Type Units Proposed Percent of building Square Footage 1-bed flat 115 42% 769-969 1-bed flatw/mezz. and/or den 8 7% 886-1,161 2-bed 105 35% 1,012-1,675 2-bed flatw/mezz. and/or den 12 10% 1,124-1,721 2-bed townhome 8 3°k 1,613-1,740 3-bed townhome 6 3% 1,990 Total 254 100% n/a The architectural style proposed for this mid-rise project is contemporary. Building materials will primarily consist of painted plaster finishes with architectural pop outs at the upper level. Also, the building will provide vertical articulation and staggered rooflines in the form of mezzanines for upper floor units. These elements have been included to provide visual relief from First Street and Cabrillo Park Drive. The project proposes to provide a total of 559 parking spaces, while only 508 spaces are required. As a result, the proposed parking complies with the parking requirement for multi-family developments in the Metro East Mixed Use Overlay zoning district as parking is provided in excess of the two parking stalls per unit, or 508 spaces, requirement. Guest parking within the MEMU is inclusive of the two spaces per unit. Access to the project will be provided from an existing driveway on First Street and from a driveway on Cabrillo Park Drive. An extensive menu of project amenities is planned for the development. Exterior amenities include an enhanced public plaza that will be located on the west side of the site. Adjacent to this plaza area will be the 2,424-square foot retail amenity, which will incorporate an exterior seating area into its design. Further, the applicant is proposing to enhance the public plaza through the installation of a public art piece. The outdoor area between the main five-story building will feature an open courtyard with decorative landscaping, hardscaping, seating areas and potential water element. A new recreation deck will be constructed on top of the south end of the parking structure that will contain a pool, seating areas, a barbeque, garden rooms, and a recreation room. The recreation room will contain facilities such as a fitness room and game area and may also incorporate space for a yoga room, screening room and clubroom (Exhibits 4, 5, 6 and 7). 75A-7 Amend DA No. 2007-01, VTTM No. 2013-04 & SPR No. 2013-03 August 26, 2013 Page 4 Protect Background The project site previously contained a 75,300 square foot, two-story building that was built in 1978 and was continuously used as an athletic club. In 2007, the City approved several entitlements (Amendment Application No. 2007-01, Environmental Impact Report No. 2006-01, General Plan Amendment No. 2007-01, Zoning Ordinance Amendment No. 2007-01, Tentative Tract Map No. 2007-01 and Site Plan Review No. 2007-01) for the Metro East Mixed Use Overlay Zone (MEMU), a 200-acre area of the City that is generally located east of the Santa Ana (1-5) Freeway. The MEMU introduced development forms and uses that provided for the creation of a high-intensity, mixed-use urban village within a previously established mid and high-rise office environment. The overlay zone established standards which would fulfill objectives to create an active, mixed-use urban village where it is possible to live, work, shop and play within a short walk of each other. Concurrently with the MEMU approval, the City also approved the First and Cabrillo Towers mixed-use development, a 22- story and 23-story high-rise project with 374 condominium units and approximately 8,800 square feet of commercial space. However, due to a significant shift in housing market conditions beginning in late 2007, the high rise project was never constructed and the buildings on the site remained vacant. General Plan and Zoning Analysis The General Plan land use designation for the site is District Center (DC), which allows for major development sites such as multi-family residential developments. District Centers are designed to serve as anchors to the City's commercial corridors, and to accommodate major commercial and residential development activity. The proposed project is consistent with the General Plan land use designation. The zoning for the site is Metro East Mixed Use (MEMU) Overlay Zone in the Active Urban sub- zone. The property has an underlying zone of Arterial Commercial (C5), but these standards do not apply for this application as the applicant is seeking to develop pursuant to the MEMU development standards. In order to develop to the MEMU standards the applicant must receive approval of an overlay zone site plan (SAMC 41-595.5). This begins the zoning conversion process. Upon issuance of the utility release or the certificate of occupancy for the completed building(s), whichever comes first, the overlay zone becomes the sole zone on the property and the underlying zone ceases to exist. When the First and Cabrillo Towers project was approved in 2007, the process to permanently convert the zoning began. However, because the project was never constructed, the final conversion of the underlying zoning did not take place. The project proposed by Lyon Community Development has been designed to the MEMU-Active Urban standards and is consistent with this zoning designation. Upon completion of the project the zoning will be permanently converted. 75A-8 Amend DA No. 2007-01, VTTM No. 2013-04 & SPR No. 2013-03 August 26, 2013 Page 5 Project Analysis Amendment to the Development Agreement In 2007, the City approved several entitlements, including a development agreement, for the First and Cabrillo Towers project. The development agreement established development intensity, permitted uses and development standards for the term of the agreement. Further, the approved development agreement required certain improvements and public benefits such as in-lieu fees for parkland dedication and payment of an inclusionary housing fee. Over the last few years, a significant shift in the local and national economy has occurred that severely impacted the real estate and development market. Evidence of the severe nature of the economic downturn in real estate development is conspicuous; of the 14 large projects that were submitted to the City for review in the past five to six years (Brookhollow Office project, City Place retail/residential project, Sky Loft Tower, Cordoba courtyard housing, First and Cabrillo condominiums, Montage condominiums, Nexus Skyline Towers, Nexus Phase II, One Broadway Plaza office tower, Promenade Pointe condominiums, Sixth and Parkcenter development, Town and Country Manor, Village Green and the West End Lofts), only the City Place, Montage (now The Marke) and Skyline Towers projects have begun or completed construction. These same trends were evident in communities throughout the country. Due to the shift in the housing market, the previous developer was unable to proceed with its entitled high-rise residential development. In response, Lyon Community Development purchased the site with the intent to commence construction on the proposed lower-scale development. The amendments to Development Agreement No. 2007-01 are minor changes that recognize Lyon as the developer for the project. Further, the amendments reflect the new scope of the project, such as a decrease in size and intensity of the project and the extension of the agreement for another 10 years. Additionally, Lyon is proposing to add a new provision to the agreement that requires a minimum of $125,000 be spent on public art for the project. This provision is similar to other developments in the City, including The Marke, which is currently under construction by Lyon. All other elements of the development agreement will remain, with Lyon committed to developing the project as proposed, with all finishes and amenities for the project to be of the highest quality (Exhibit 8). Lyon is also committed to the eventual sale of units within the project and will also be involved in the sale, rental and managing of the units. Their intention is to rent the units in the near-term, but construct the project in a way as to allow them to be sold as condominiums when economic conditions warrant. Vesting Tentative Tract Map Vesting tentative tract map requests are governed by Section 34-119 through 34-318 of the SAMC. Vesting tentative tract map requests may be granted when it can be shown that the following can be established: 75A-9 DA No. 2007-01, VTTM No. 2013-04 & SPR No. 2013-03 August 26, 2013 Page 6 The proposed project, as conditioned, and its design and improvements are consistent with the Industrial land use designation of the General Plan and are otherwise consistent with all other elements of the General Plan and any applicable specific plans. • The proposed project, as conditioned, conforms to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances. • The project site is physically suitable for the type and density of the proposed project. • 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 or improvements of the proposed project will not cause serious public health problems. The design or improvements of the proposed project will not conflict with easements necessary for public access through or use of the property within the proposed project. If these findings can be made, then it is appropriate to grant the vesting tentative tract map. Conversely, the inability to make these findings would result in a denial. Using this information, staff has prepared the following analysis, which forms the basis for the recommendation contained in this report. Although the applicant is initially intending to market the project as a rental project, the long term goal of the applicant is to make the units available for-sale, which requires approval of a tentative map for condominium purposes. Based on a review of the tentative map by the Planning Division and Public Works Agency, the project has been designed to be in compliance with the applicable development standards found in Chapters 34 (Subdivision) and 41 (Zoning) of the Santa Ana Municipal Code as well as the provisions of the Metro East Mixed Use overlay zoning document (Exhibit 9). Further, approval of the map will be consistent with the goals and policies identified in the City's General Plan. • The proposed subdivision, Vesting Tentative Tract Map No. 2013-04, will be consistent with the proposed District Center land use designation and density prescribed and all other elements of the General Plan. Policy No. 1.3 of the General Plan Land Use Element encourages high- density residential development within the City's District Centers. Further, Policy No. 1.4 promotes the maintenance and fostering of a variety of residential land uses in the City. • The proposed subdivision conforms to the minimum condominium requirements, as well as meets the letter and intent of the State of California Subdivision Map Act Provisions. Tentative Tract Map No. 2013-04 is in keeping with the site plan review for the project as well as 75A-10 DA No. 2007-01, VTTM No. 2013-04 & SPR No. 2013-03 August 26, 2013 Page 7 Chapters 34 and 41 of the Santa Ana Municipal Code. Covenants, Conditions and Restrictions (CC&Rs) are required for the project, which need to be approved by the City prior to the recordation of the final map. • The proposed site consists of approximately five acres of land within the Metro East Mixed Use Overlay Zone, which is physically suitable for the residential development as proposed. Access to the site will occur on First Street and Cabrillo Park Drive. There are no physical constraints on the site to preclude development. An Environmental Impact Report (EIR), as well as an addendum to the certified EIR, was prepared pursuant to the California Environment Quality Act for the project. The project site is located in an urbanized area, and 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. • The proposed subdivision will not have any detrimental effects upon the general public. The short-term and long-term unavoidable adverse impacts identified in Environmental Impact Report No. 2006-01, and affirmed by the recently completed addendum to the EIR, as it pertains to air quality and traffic, were addressed by the adoption of a statement of Overriding Considerations by the City Council. Any other negative or adverse impacts will be mitigated through mitigation measures identified in Environmental Impact Report No. 2006-01. • There is no easement for public access currently existing on this property. Therefore, the proposed project will not conflict with easements necessary for public access through or use of the property. However, the applicant will be granting an easement for pedestrian purposes over the northern portion of the site, which will allow public access throughout the Metro East area. Site Plan Review The applicant is requesting site plan approval for the project. Pursuant to Section 2 of the Metro East Mixed Use Overlay Zone document, the Planning Commission is required to review and approve all plans for development within the Metro East area to ensure the project is in conformity with the MEMU Overlay Zone standards. The review ensures that the buildings, structures and grounds are in keeping with the neighborhood and will not be detrimental to the development of the MEMU area. The Metro East Mixed-Use Overlay Zone (MEMU) design and development standards are intended to create a unique urban environment by allowing for the introduction of well-designed mixed-use projects into the existing primarily office environment. The standards provide great 75A-11 DA No. 2007-01, VTTM No. 2013-04 & SPR No. 2013-03 August 26, 2013 Page 8 detail regarding architectural design and have a substantial open space requirement in acknowledgement of the fact that the area does not contain the types of open spaces one would find in a typical residential area. The following analysis will provide a summary of the project's compliance with the MEMU standards. MEMU Section 4.0 Development Standards Analysis Development Active Urban District Proposed Project Standard Max. no. of stories No max./3 story min. 5 stories w/some mezzanines Min. development 1.5 acres 5.18 acres site area Permitted street Fore Court Shop Front level bldg. Shop Front Gallery frontages Gallery Units on the east of the site have the Arcade Stoop frontage type, but do not face a public street. Publicly accessible 15% of total lot area - 33,838 33,881 sq. ft. open sace s q. ft. Private/common 100 sq. ft. per unit - 36,680 40,470 sq. ft. open sace s q. ft. Building setbacks Front - 0 to 20 ft. Front -1S Street/Cabrillo Park Dr. Side - 0 to 10 ft. varies from 10' to 20' 9". Rear - 0 to 20 ft. Side/Rear - North fire lane varies from 24' 3" to 36' 2" East fire lane varies from 33' to 37' 10". Parking 2 spaces per unit - 508 559 spaces - excess of 51 spaces spaces In all cases the proposed project meets or exceeds the MEMU minimum standards. The ground level in particular uses several creative approaches to engage the street by incorporating a 2-story volume, 2,474 square foot retail space at the southwest corner of the site that fronts onto the public open space. This passive publicly-accessible park measures 33,881 square feet in size, over'/ of an acre, and fronts onto Cabrillo Park Drive. It features a variety of amenities, such as seating areas and a large lawn, which will allow people who reside in the project or work in the area to gather and enjoy this substantial space. This publicly-accessible open space is provided in addition to the private open space within the project itself. The unit mix in the project is also innovative. There are live/work units at the ground floor along First Street and along the East Fire Lane. In order to create variability at the roofline, mezzanine units were included at the upper levels. The existing parking structure created a design challenge 75A-12 DA No. 2007-01, VTTM No. 2013-04 & SPR No. 2013-03 August 26, 2013 Page 9 that was overcome by the placement of units to screen the structure. The units screening the structure along First Street have a Shopfront look, consistent with their live/work use, and a townhouse configuration. The units along the East Fire Lane are also townhouses, rather than stacked flats, and the fire lane has been designed as a small street with sidewalks and street trees. Some of these units have private garages. The overall unit mix has a wide variety of floor plans and sizes, which allow for enhanced architectural articulation on all of the building elevations. The project was also extensively reviewed by the City's urban design consultant, John Kaliski. Mr. Kaliski's analysis focused on the MEMU Section 5 - Design Principles. The following table will provide a summary of the project's compliance with these design principles. MEMU Section 5.0 Design Principles Design Principle Proposed PrLDject 5.1 Integrated design The use of a consistent style of contemporary architecture throughout the project site provides for an inte rated sign. 5.2 Architectural quality The project features high quality materials and finishes. 5.3 Architectural variety The project includes varied massing and heights, as well as the project containing separate buildings. The project was peer reviewed by a second architectural firm and design workshops were conducted with City staff and the Planning Commission in the early phase of design. 5.4 Massing The building planes were provided with breaks and the building incorporates a variety of massing and forms to introduce variety at the ground plane and skyline. 5.5 Facades Street facing facades include a variety of frontage types and details, the building facades are articulated through the use of varying window types, colors, and architectural projections. 5.6 Ground floor uses Ground floor uses are oriented towards street-facing pedestrian accessibility. 5.7 Community connections The project is designed with a high degree of pedestrian accessibility. 5.9 Parkin Parkin is completely screened from public view. 5.10 Energy conservation - shade and The project was analyzed for solar access and it shadow com lies with this guideline. 5.11 Residential unit size The average unit size of the project is 1,036 sq. ft. with unit sizes weighted more heavily towards larger sized units. 75A-13 DA No. 2007-01, VTTM No. 2013-04 & SPR No. 2013-03 August 26, 2013 Page 10 Following this analysis staff finds that the project is in compliance with both the standards and the spirit of the Metro East Mixed Use Overlay Zone. Public Notification The project site is not located within a neighborhood association. As required by the recently adopted Sunshine Ordinance, the applicant held a neighborhood meeting on May 28, 2013 at St. Jeanne de Lestonnac School, which is located south of the subject site. At that meeting, a total of six members from the public attended the meeting. At the conclusion of the meeting, one member from the public expressed concerns regarding the project. Staff has since met with this individual and other concerned persons on several occasions to discuss the project and review the plans (Exhibit 10). The project site itself was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners and tenants within 500 feet of the project site, as well as concerned citizens listed on the Permanent Notification List. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Analysis In accordance with the California Environmental Quality Act, the recommended actions have been reviewed through an Addendum to the previously certified Environmental Impact Report 2006-01. CEQA guidelines (California Code of Regulations 15000, et seq.) authorizes the use of an addendum for the purpose of making minor or technical changes, as long as these changes do not rise to the level of requiring a subsequent or supplemental EIR pursuant to CEQA Guidelines 15162. The originally certified Environmental Impact Report was analyzed in light of the revised site plan and it was determined that there are no new significant impacts resulting from the changed plan. Several mitigation measures that required modification and/or further clarification have been added to the conditions of approval for this project. Additionally, a new traffic study was performed to analyze the potential changes in traffic circulation as a result in the change to traffic patterns over the past few years. The result of the traffic analysis concluded that the residential use at this site will result in 67 fewer trips in the morning peak hour, 77 fewer trips in the afternoon peak hour and 894 less trips on a daily basis. According to the revised traffic study, the proposed project will not exceed, either individually or cumulatively, a level of service standard established by the County congestion management agency for designated roads or highways. Therefore, no additional review or mitigation measures related to traffic are needed. 75A-14 DA No. 2007-01, VTTM No. 2013-04 & SPR No. 2013-03 August 26, 2013 Page 11 The determination that there are no new significant impacts or any increases in the severity of the impacts previously identified in the original Environmental Impact Report mean that in accordance with CEQA 15164, the Addendum to the previously certified First and Cabrillo Towers project EIR and Mitigation Monitoring and Reporting Program is the appropriate document for the actions proposed (Exhibits 11 and 12). Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission recommend that the City Council approve the Addendum to Environmental Impact Report No. 2006-01, the first amendment to Development Agreement No. 2007-01, Vesting Tentative Tract Map No. 2013-04 as conditioned and Site Plan Review No. 2013-03 as conditioned. Vince Fregoso, ICP Principal Plann r VF:jm vNeporMADA074 8 VrrM18.4 1901 1sl Street.082810.pe Attachments: Exhibit 1 - General Vicinity Map Exhibit 2 - Land Use Map Exhibit 3 - Site Photo Exhibit 4 - Site Plan Exhibit 5 - Floor Plans Exhibit 6 - Building Elevations Exhibit 7 - Landscape Plan Exhibit 8 - Amendment to the Development Agreement Exhibit 9 - Vesting Tentative Tract Map Exhibit 10 - Community Meeting Minutes Exhibit 11 -Addendum to the EIR Exhibit 12 - Mitigation Monitoring & Reporting Program 75A-15 ?fl1 j k, - --- - I I ; - -.. , N, liR4-FPD 1. I[ _'li- pl p . RE p RI R4 RIwRO a RI ? ? Al B B I \ ' 111 'jl '?I Nl RI ' RI R3 RI i RO B i j^-, I x a AT- RI ?'9A. r1 I R7 ? Rl O ? O Rq ? 50-21 RI RI RI ? RI R \ '? w r` L RI ? - 'II RI\ p _ '"" 3 fll fll Al 6 P O e p Q p 0 R-Iw LP p v y, v P P SP P.i? ?p _-p- r R2 R2 R2 : wPi R2 MI $0 54 p ' R2 ' we. P3B1 nr R? 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N C Y VICINITY MAP EXHIBIT 1 75A-16 AMEND DA 07-1, VTTM 13-4, SPR 13-3 LYON COMMUNITIES 1901 EAST FIRST STREET Q" P L A N N I N G A N D B U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 75A-17 AMENDMENT TO DEVELOPMENT AGREEMENT NO. 2007-01, VESTING TENTATIVE TRACT MAP NO. 2013-4 AND SITE PLAN REVIEW NO. 2013-03 LYON COMMUNITIES SITE PHOTO 1901 EAST FIRST STREET EXHIBIT 3 75A-18 ?!iI Ivi ® Y w ?8 _ ? ? ? 11I iIII - ANN g6 ?2$ ?N$ 8 Qe3 M f I'Cit IIIII Ise 9 ?? o ------------ I i ¢e s 'I J, i `- ? I 1 ??? I, rv -gyp o y I.jl ?, ? I f I1 t Y ` nw s' - i 2 I?i snisf ?. I ' Sr- F s ? e ? ?. ?1 l t 1 bS A a I,F I i 3338 ? ? t k ; 1 4 1 >> 1 ? p I L t` 11; 111 J i ' ! : G ves I 1 Ii N (7 1 I I! I I 1! I 3 i?l EE 3 ®1 ! 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Box 1988 Santa Ana, California 92702 FREE RECORDING VIENT CODE 4 6103 FIRST AMENDED AND RESTATED DEVELOPMENT AGREEMENT by and between THE CITY OF SANTA ANA Aedand a-?A-STLYON HOUSING (FIRST STREET-PAR-TNE49 XILVIII, LLC; XDE-I AWJAR NMIT€a4-4ABILIT-YGOMPANY Dated: Marsh t9 , 20972013 ;QU67619\1 'Ji4i;5 I.Ir832v ; EXHIBIT 8 75A-56 DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND 'ON HOUSING [ARST STREET-PAR-TN€RSl XW!, LLC, This FIR-STAMENDED AND RESTATED DEVELOPMENT AGREEMENT ("Agreement") is entered into between THE CITY OF SANTA ANA, a charter city and municipal corporation duly authorized under the Constitution and laws of the State of California ("City") and 4904--& TLYON HOUSING__(FIRST STREET-P-A €RS_X, LLC, a Delaware limited liabilitv company ("Owner" er"Weaewney-). The.City_and Owner 1. RECITALS. The First Amended and Restated Develo men Agreement is entered into with reference to the following facts: 1.1 -PHr-pes8. 11 U (-1 }--The purpose-of-this Agreement is-to-fasititate -the-development-of--the Propert The real property which is the subject of this First Amended and Restated Development A reement is located at 1901 East 1 iFsIE a 5.49TTl g_ Property is a 5.1 acre parcel of-landwithin the Metro East Mixed Use Overlay Zone that is located at the northeast comer of First Street and Cabrillo Park Drive-, more tr thwilarly described-i?a sesf#en of Cal On April 2. 2007, the City Council of tho _Qt r of ?_llwl (the 6-.W0 2 0 616 111d2.1791554.i&8J2v25 4- 75A-57 The Pro ._ert was?reviously 0cctrpied b,va two.-story-,%5,300 squato foot_builditig (the "Maim B?il?iing"1 and an exist pwo)d s(ructiircp. W (O m O U Pura_ose of this First Amended and Restated Development Aareement. U rise buildings, a 22-story tower-en-the north port on--of the-sitea new 254- u i Itifarmly residwitiat-development (the Prot.e 1? The b5902067612442379 V35AJ8fld2v25_ -2- 75A-58 "2;-The-Owner proposes to develop on the Property (defined in and a 23new 3-story tower-end pj-ng the south gartisi;--sVthe-site; 1.4 4-.2-Code Authorization. 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 demelQpment certainty for both the City and Owner in the development process. City enters into thethis First Amended and Resta-t_ed Development Agreement pursuant to the provisions of the Government Code and applicable City policies. The parties 'es acknowledge: (a) (-4}-This First Amended and Rita ed Development Agreement is intended to assure adequate public facilities at the time of development. (2-)-This First Amended and Restated Development Agreement is intended to assure development in accordance with City's General Plan, applicable Specific Plans and the Metro East Mixed-Use Overlay Zone. (3)-This First Amended and Restated DevgtQpm nt Agreement will permit achievement of goals and objectives as reflected in the City's General Plan, all applicable Specific Plans and the Metro East Mixed-Use Overlay Zone. (4) Owner is required by existing City regulations to provide mitigation for certain identified impacts and pay certain regulatory fees as conditions of approvals through the regulatory process. (5}-This First Amende"_.nd Restated Developmm.Agreement will allow City to realize extraordinary and significant public 64 90 20 6 7 61 9\423WV"S{4}1832 v25_ -3- 75A-59 for-sale-units-lr?-additiet, eta4- ,,800-square-feef of _G_mmersiai space -will be-provided for-ttae--prejedt; with 4;480 square-feet-#o be infrastructure facilities and other supplemental benefits in addition to those available through the existing regulatory process. (6-)-Many of the extraordinary and significant benefits identified as consideration to City for entering into this First_ Amended and Restated Development Agreement are of regional significance, relate to existing deficiencies in public facilities, require Owner 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. LO 1.3 Owner. Owner represents and warrants that it has a legal or equitable interest in the }eal areeerty-lesatedaa Ditv?f- Sar}la Aria-Califoreia-leeall de6c,dbed- n Exhib4-B--altaGhed-heFete-and4nGwpsrated he ein (defined -in sestien 2.6 as-the "Property"}, The Ptol)erty-is-sar-rentl"c Gtil)iecl-liy a-two-stery, -75,300-square-foot hiiit(tirl0-that-wa&4ormeFty4)ome-to-the-Sequoia Athletic-gub and-the-Australia"wirn-Ssheel; that-will be demolished-to-assommodate-the propG6ed-proj kIF-6t8FY, 669 SpaGe J arkii) /- stniG lre that saFFeMly-e*W6 on-the east?ide?f the remain as part -94he44ojerA (a6 that word-isAefjned*i -sestio^2.7- of this,Agreernent)-.Pro. r s 1.61 4-4-Interest of Owner. Owner heFeby-represents that it has aa--egaitable approved this First Amended and Restated Development Agreement and is authorized to enter into this First Amended and Restated Developmen t Agreement. ij add tioll, this First Amended and Restated Development Agreement was h-"-lect of the following pAlblic -ear a*. (=zk) -1:5-Planning Commission--Council Hearings. On I ebruar-y-W-and March-42 20G7201_3, the Planning Commission ot- e-Gity E Rlar*ningGemrissieF}, after giving notice pursuant to Government Code Sections 65090 and 65091, held a public hearing to consider the Owner's application for this Agreement7-The-Planning-Cemmi6 6 ion 6-5-W2467619\42S791554 48832v 2 5-4- 75A-60 (W U 1,$ 1-.6--C-it t Council Findings. The Qt?t Council finds that this First Amended and Rea.taAed_Dever Agreement is consistent with the General Plan, applicable Speeifi6 -Plan(&--as--well--asspecific algrnos* appAcat"le zoning relations, and all other applicable ordinances, plans, policies and regulations of the City. M 177-City Ordinance. On Ao -2 , 200-72_3, the C-ft Council adopted Ordinance No. NS-2741 approving this First Amended and Restated Development Agreement. The That ordinance becomes effective thirty (30) days therea#erafter the date of _adoption. 2. DEFINITIONS. In thethis First<__AmeMod Agreement, unless the context otherwise requires: 2,1 2-_2 "Applicable Rules" means all rules, regulations, ordinances and official plans and policies of the City in force as of the Effective Date as included within the Santa Ana Municipal Code ("SAMC"), the Metro East Mixed- Use Overlay Zone, this it ..-Amended and Restated Development Agreement and the Entitlements, as defined below. 2?3 "Effective Date" means May 2, 2007, the date upon which the ordinance approving thisthe Original Agreement besomesbecame effective. 2s4 "Entitlements" b5902W_612142}7WA54.188J2v25, 5 _ 75A-61 City Council. On Mafd+49 , 20972013, the City Council-of the-Eity-of Santa Ana-C-?Geuncil"), after providing notice as required by law, held a public hearing to consider the-Owner's application for this First Amended and gestated Develop m-ent Agreement. Amendment No. 2007-01, Anienidment-ApplisaWn -Ns-2907-0-!t7Ve_stlnc? Tentative Tract Map No. 200-72013-01--4Gounty-MaVNG--I-TOW4, Zoning Ordinance Amendment No. 2007-01, the Metro East Overlay Zone Public Realm Improvement Plan-and, Site Plan Review Ap rp oval No. 200720-3- 013,_-and any changes to these to wltM Owner has consented in rtinU- IS 2.6 ' (weer" means Lyon Housing (First Street) XLVIII. LLC. -a_QDawelje linutod liability compauty. 2.? U 2--9 2AQ 2,1 "Public Art" is defined in Section 5 1 7 Z,1.2 "Public Art Fee" is defined in Section 5.1.7 2JI 2.14 "Reserved Powers" means the rights and authority excepted from this First Amended and Restated Develoament Agreement's restrictions on the City's police powers and which are instead reserved to the City. The Reserved Powers include the power to enact and implement rules, regulations, ordinances and policies after the Effective Date that are not in conflict with the Applicable Rules or that may be in conflict with the Applicable Rules, but: (a) prevent or remedy conditions which the City has found to be injurious or detrimental to the public health and/or safety, (b) are Uniform Codes; (c) are required to comply with mandates under state and federal laws, rules and regulations (whether enacted previous or subsequent to the Effective Date) or to comply with a court order or judgment of a state or federal court; or (d) relate to increases in development impact fees occurring after the Effective Date. 6SY0207.612\ 12 ? M SS44S -2v25 -6- 75A-62 Council on Aaril 2. 2007, by Ordinance No. N$-2741. Brope means be realmoper y described in Exhibit-A- and Ceferred to in Exhibit B. - generally-set-forth irr Environrnerrtal Reviews No.-2000-0-1; G laA - ndme"e. 200:= Realm-improvement-Rlan-and-9ite-Wan Revie"o=2 307-e1- ZM "Uniform Codes" means those building, electrical, mechanical, fire and other similar regulations o€--a--City-wide--ssape--which are based on recommendations of a multi- state professional organization and become applicable throughout the City, such as, but not limited to, the California Building Code, the California Electrical Code, the California Mechanical Code, or the California Fire Code (including those amendments to the promulgated Uniform Codes which reflect local modification to implement the published recommendations of the multi-state organization and which are applicable City-wide) 2.16 "Utility Release" means the formal approval of the City Building Department, following its inspection, that residential unit(s) may be released for initial connection to the electrical power system, water service system, gas service system, and sanitary sewer system. Utility Release(s) do not include temporary utility service provided to any structure during construction. 3. EXHIBITS. The following documents referred to in thethis First Amended and Restated Developme Agreement are attached to this First Amended and Restated Dever men Agreement and are identified as follows: Exhibit Designation Description Referred to in Section A Property Legal Description ?jj,=&" B Property Graphical Description-(Site Plan) 1-.31A - C_ Public Art Plan 2,13 GO Additional Offsite Mitigation- 5 5.1,8 fis902067.6uW 2 3741SMaa32_Q5. -7- 75A-63 "R ogerty-is-ll?s rsal f?rof?r?rty elessrit?ecl in Exhibit A arrE?reisrfeE?ta ire-€?tailiit?3 MeaGuF"lmprovern nts 4. GENERAL PROVISIONS. 4.1 9uration-of-Agreement=-T** terfn-of4hi&Agreement-shal1 for teeyears. 4.1 4.2 Assignment. Owner shall have the right to transfer or assign the Property, in whole or in part, to any person, entity (public or private), partnership, joint venture, firm or corporation at any time during the term of this First Amended and Restated Development Agreement; provided, however, the rights of Owner under this First Amended and Restated Development Agreement may not be transferred or assigned unless the written consent of the Council is first obtained and any transfer or assignment of the rights under this Fir-*t Ammer l-ed-atid Restates Develo me Agreement shall include in writing the assumption of the duties, obligations, and liabilities arising from this First Amended and Restated Development Agreement if the City grants written consent to transfer the rights. Nor shall the rights of the Owner hereunder be subject to assignment by attachment, execution, or proceedings under any provision of the Bankruptcy Act, and any such assignment or transfer of the rights under this F'rs Amended and _Restated Development Agreement shall be wholly void and of no force and effect unless such written consent thereto be obtained from the Council. A transfer or assignment of the rights under this First Amended _a-R-estated Development Agreement without the consent of the City shall not relieve Owner of any accrued duty, obligation or liability to City. No consent shall be required for sale of units to condominium unit buyers. During the term of this First Amended and Restated Development Agreement, any approved assignee or transferee of the rights under this First Amended and Restated Development Agreement shall observe and perform all of the duties and obligations of Owner contained in this First Amended and Restated Development Agreement as such duties and obligations pertain to the portion of the Property transferred or assigned. Any and all approved successors and assignees of Owner shall -8- 75A-64 have all of the same rights, benefits, duties, obligations, and liabilities of Owner under this Firat_A.mend,ed and Restated Deyel-opment Agreement. If the Property is subdivided, any subdivided parcel may be sold, mortgaged, hypothecated, assigned, or transferred to persons for development by them in accordance with the provisions of this First Amended and Restated Development Agreement. Upon assignment or transfer of the rights of Owner under this Fir, Amended and Restated Development Agreement, the obligations of Owner and the transferee or assignee shall be joint and several. Individk"Should the Project be condominium unit buyers shall not have any liability or obligation pursuant to thatthisFirst Amended an I estated Development Agreement. 4.3 Amendment or Cancellation of First Amended and Restated Development Agreement. This First Amended and Restated Development Agreement may be amended from time to time or cancelled by the mutual consent of the parties i s, but only in the same-manner as-its-adoption-byan-efdinaase as-set-forth-in qu red by Government Code Section 65868. Tbe-tefmAs used within this First Amended and Restated Development Agreement, the terms "Agreement" orand "DevelopmentO gin_a1 Agreement" as--E Sed--herein---shall include any amendment properly approved and-executed. 4.4 Enforcement. Notwithstanding Government Code Section 65865.4, this First Amended and Restated Development Agreement is enforceable by ar}y-party- to the-Agreementeither Party in any manner provided by law. The remedies provided in Section 7.4 of-this-Agreement-shall not include, and City shall not be liable for, any action in damages or any costs or attorney's fees resulting from any dispute, controversy, action or inaction, or any legal proceeding arising out of this Fimt_Araended and Restated Develornent Agreement. 4.5 Mold- Harmlesslndemnification by Owner. Owner agrees to and shall indemnify, defend (through its own counsel) and hold City, its officers, agents, employees, consultants, and representatives harmless from liability for damages, attorneys' fees, restitution, judicial or (to the extent legally possible) equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from construction activities with respect to the Project by the Owner or their contractors, subcontractors, agents, employees, or other persons acting on their behalf. Owner further agrees to indemnify, defend (through its own counsel) and hold City, its officers, agents, employees, consultants, and representatives harmless from any Litigation, as hereinafter defined. For purposes of this paragraph, "Litigation" shall mean shall-mean-any WOX626B\423714135i4ti RY 5_ -9- 75A-65 lawsuit, action or cross-action, challenging the validity of this transaction, the Project as defined in Section 2-.72 9, or any portion thereof or the rights of either party hereunder and/or the rights of either party to engage in the acts and transactions contemplated by this First Amended and Restated Development Agreement. Notwithstanding any other provision of this First Amended and Restated Deve oament Agreement, this indemnity and duty to defend shall be limited as follows: U (4)-Owner shall have no responsibility to defend the City under this section for any aspect of Litigation challenging Amendment Application 2007-01, General Plan Amendment No. 2007-01, and/or Zoning Ordinance Amendment No. 2007-01 (the "Overlay"). (2)-In the event the Litigation results in a judgment and/or award of damages and/or attorneys' fees related to the Overlay but in no way related to the application of the Overlay to the Property, Owner shall have no responsibility to indemnify the City therefor. (,q) (3)-In the event of any Litigation the parties hereby--agree to affirmatively cooperate in defending said action. W1 (4)-Owner shall have approval of any settlement if, (i) it will affect Owner's project, or (ii) Owner will be required to pay (or reimburse) any amounts (regardless of type) in connection with the settlement (including attorneys' fees and sostcost . (i) If City determines to settle over Owner's objections, then Owner may upon thirty (30) days written notice terminate defense of the action. (ii) If City rejects a settlement offer that Owner deems reasonable, then Owner may upon thirty (30) days written notice terminate defense of the action. (e) (5)--Owner shall be allowed to terminate its defense if it determines to abandon defense of its project application; provided, however, that in such circumstance Owner shall be solely liable for award, if any, of costs or attorneys' fees to plaintiff/petitioner incurred prior to the effective date of termination. 4.6 Binding Effect of Fitt Amendf ed and Restated Develoamen Agreement. To the extent not otherwise provided in Section 4.2 of this First Amended and Restated Develoamen Agreement, the burdens of thethis First Amended and Restated Dove lop ent Agreement bind, 659020.67612142 379?a54388.2v2S. _10- 75A-66 and the benefits of the First Amended and Restates, Development Agreement inure, to the parties' successors in interest. 4.7 Relationship of the Parties. The contractual relationship between City and Owner arising out of theth.is-First Amended and Restated DeveIQt?met?t Agreement is one of independent contractor and not agency. This First Amended and Restated _Development Agreement does not create any third party beneficiary rights. 4.8 Notices. Any notice, tender, demand, delivery, or other communication pursuant to this F[WtAmended and Restated Development Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: If to City, to: City Manager City of Santa Ana 20 Civic Center Plaza M-31 P.O. Box 1988 Santa Ana, California 92702 telefacsiMile 1'-.4.847 and; City Attorney, City of Santa Ana 20 Civic Center Plaza M-29 P.O. Box 1988 Santa Ana, California 92702 telefas6ieiile-04}-647- &4-l5 If to Owner, to: 9901 1_.-1st- Qn Housing (First Street Partneis& XLViII, LLC 4901 Birch Street r.4"DC-DevelGlament 41-00-MaeArthuf-gow4evard,--Suite 160 Newport Beach, Galifomia-CA 92660 Attention: --Ghief?6egal-Offi(3erGeneral Counsel telefassiraile-f94S)-6222-9019 and, 6490206761%Q ?4915544883205 , 11 75A-67 Haas Van-Ligten-Pwtan-$4usker; ? P.O. Box 49 0 Gesta-Mesa; G li€efnia 92626 10604eleta"imile (7-14) 5436-99 5 A p"Party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty- four (24) hours after the time set forth on the transmission report issued by the transmitting telefacsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County, or city holidays shall be excluded. 5. DEVELOPMENT OF THE PROPERTY. 5.1 City Obligations. In consideration for Owner entering into this Fi s An?nded and Restated Development Agreement and performing its obligations hereunder and in order to effectuate the purposes and intentions set forth in this f=irst Amended! -and Restated Development Agreement and the Development Agreement Act, the City hereby agrees during the Term as follows: 5,1.1 5.4-Vested Rigtitsftbt to Develop. Owner is hereby granted the vested right to develop the Project subject to the terms and conditions of the Applicable Rules and the Reserved Powers. 5.1.2 5:3 --Nen-applisationN-Qn-An lip cation of Changes in Applicable Rules. Any change in, or addition to, the Applicable Rules, including, without limitation, any change in the General Plan, zoning ordinance, subdivision ordinance, or building regulation adopted or becoming effective after the Effective Date, including, without limitation, any such change by means of ordinance, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever, however 6W$20,4701243217++I 15 VS83205- -12- 75A-68 denominated, and adopted by the City Council, Planning Commission or any City Agency, or by the electorate, as the case may be, which would, absent this First Amended and Restated DayeWpmen Agreement, otherwise be applicable to the Project and which would conflict with the Applicable Rules, shall not be applied to the Project unless such changes represent an exercise of the City's Reserved Powers or are otherwise expressly allowed by this Fit Amended and Restated Development Agreement. In the event that state or federal laws or regulations enacted after this First Amended and Restated D_eveloament Agreement has been entered into, prevent or preclude compliance with one or more provisions of this First Amended and Restated Deye14? ment Agreement, such provisions of this First_9me-ride_d and Restated Develop Agreement shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations. &A--RResewed: 5.1.3 5:6--Agreed Changes and Other Reserved Powers. This First Amended. and Restated__ D e opment Agreement shall not preclude application to the Project of rules, regulations, ordinances and officially adopted plans and policies in conflict with the Applicable Rules where such additional rules, regulations, ordinances and officially adopted plans and policies (a) are mutually agreed to in writing by Owner and the City, or (b) result from the Reserved Powers. 5.1.4 6-.6--Subsequent Development Approvals. The City shall require Owner to obtain only those Subsequent Development Approvals that are required by the Applicable Rules or the Reserved Powers. City hereby -agrees that it shall condition any Subsequent Development Approvals based only on the Applicable Rules and/or Reserved Powers. .51.5 5--7-Moratoria. In the event an ordinance, resolution or other measure is enacted, whether by action of the City, by initiative, or otherwise, which relates to the rate, amount, timing, sequencing, or phasing of the development or construction of the Project on all or any part of the Property, City agrees that, unless required by applicable state law, such ordinance, resolution or other measure shall not apply to the Project, Property or this Fist Amended and R-eetated_ Development Agreement, unless such changes are adopted pursuant to the City's exercise of its Reserved Powers or -13- 75A-69 other applicable provision of this First Amended_arid_R3estated Qovel99 ent Agreement. 50A 6:8-Timing of Development. The parties acknowledge that Owner cannot at this time predict when or if the Property will be developed. Such decisions depend upon numerous factors which are not within the control of Owner such as market orientation and demand, interest rates, absorption, completion and other similar factors. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal. 3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties' agreement, it is the parties' intent to cure that deficiency by acknowledging and providing that except as provided in and subject to Section 5.11, Owner shall have the right to develop the Property at such rate and at such time as Owner deems appropriate within the exercise of its subjective business judgment. 5.1.7 5.1.8 "-Additional Offsite Mitigation Measures. The offsite mitigation measures (i.e., which clarify mitigation measures set forth in the Project entitlements) which must be constructed by Owner are as set forth in Exhibit SD to this First Amended and Restated Developlll" Agreement. All funds or costs for offsite mitigation measures required pursuant to the approvals set forth in section 2.4 of this First Amended and Restated Development Agreement shall be paid or security provided therefor in conformance with the provisions of the Subdivision Map Act, no later than recordation of the final subdivision map for the Project, or issuance of the first building permit for the Project, whichever comes first. 5.1.9 5.-10-Irrevocable Offer to Dedicate Easements or Land To Implement Public Realm Improvement Plan. On the face of the final map for the Project, or contemporaneous with offering the final map for filing with the County if it is not placed on the final map, Owner shall execute an irrevocable offer to dedicate to the City such property interest (easement for the breezeway/lane along the 6W020.67.6-19\423191 2 5 1,48 53205, _ 14_ 75A-70 north side and fee title along the south side of the Project) as is necessary to effectuate the Metro East Public Realm Improvement Plan adopted contemporaneously with the Project. Owner shall not be required to dedicate additional land pursuant to any amendments to said Plan which may or-may-occur following its adoption. Owner shall be entitled to an offset against its obligations under sestienSec.ti_on 5.7 of this Fi s ended and Restated Develoament Agreement for such property. 5.2 5-x1-Exclusion from Existing Rules, Regulations and Policies. La) (4-)-Pursuant to Government Code Section 65866; and Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, 208 Cal.Rptr. 228, 690 P.2d 701, City retains the right to enact police power regulations on matters not covered by section io 5.1 of this First Amended and Restated Deve-Logftmt Agreement, including without limitation: (--)-Municipal laws and regulations which do not interfere with Owner's vested rights to develop and use the Property in accordance with sestionSectiort 5.1 of this First Amended and Restated Development Agreement, Owner and its successors and assigns and all persons and entities in occupation of any portion of the Property shall comply with such non-conflicting laws and regulations as may from time to time be enacted or amended hereafter. Specifically, but without limitation on the foregoing, such non-conflicting laws and regulations include the following: (a)-Taxes, assessments, fees and charges, except as otherwise specifically provided in this First Amended-- n-d Restated Development Agreement; (4)-Building, electrical, mechanical, fire and similar codes based upon uniform codes incorporated by reference into the Santa Ana Municipal Code; (5y-Laws, including zoning code provisions, which regulate the manner in which business activities may be conducted or which prohibit any particular type of business activity on a city-wide basis; and (6yProcedural rules of general City-wide application. (*3gQ0671iM4217YI-Mm"t1 32v25 _15- 75A-71 5 &12--Construction Standards and Specifications. The construction standards (e.g., the Uniform Codes) and specifications for all Project construction shall be subject to applicable construction standards and guidelines in effect at the time that any development approval shall be sought for the Project or any unit or structure contained within the Project. 5.4 €.13 FAA Approval. Owner shall obtain and maintain, during the term of the--agreemeetthis First Amended an"estated Development _Agrrgenient, any and all necessary approvals from the FAA for the Project. Should such approvals lapse; and not be reinstated or reapproved prior to the issuance of the first building permit, the City shall have the right to terminate the-agreementthis First Amended and Restated Development Agreement. U 6.14-Processing Fees. All fees and charges intended to cover City costs associated with processing development of the Property, including but not limited to fees and charges for applications, processing, inspections, plan review, plan processing, and/or environmental review, which are existing or may be revised or adopted during the term of this First Amended and Restated Development Agreement, shall apply to the development of the Property. 5.6 5.16 Amendments or Additions to Citywide Fee Programs. This First Amended and Restated Develument Agreement shall not preclude the inclusion of and changes to fee programs, taxes whether special or general, or assessments (hereafter collectively referred to as "fees") adopted by the City after the effective date of this Fi_r_st_.Am.c.nd a i -cL Restated Development Agreement, which shall be applicable to the Project or the Property provided that they (1) are standard fees applicable to all development in the City (although actual fee rates may vary within the City where bona fide Citywide fee zones have been established), (2) are not applicable primarily or only to this Project, or (3) are not imposed to either (a) mitigate, offset or compensate for Project impacts which were analyzed in the environmental impact report prepared for the Project, or (b) duplicate any project design features conditions of approval, Agreeme{atsagreements, or mitigation measures contained in this First mended and Restated Developmen Agreement: 5J 6-46-Community Facilities District or Other Financing Tool. Owner agrees to petition for, and fully support (including voting to establish, if required), the establishment of or annexation into a Community Facilities District or similar financing mechanism covering the Property, in order to fund the proposed project's fair share of eligible items, e.g., the costs of implementing the Metro East Public Realm Improvement Plan; provided, bs902([6761:lW237913533HMv25 -16- 75A-72 however that the total effective tax rate (including but not limited to regular property or ad valorem taxes, special taxes, benefit assessment or other imposition) shall not exceed an annual levy of one and six-tenths percent (1.6%) of the Property's valuation, as improved. Owner and City shall cooperate in good faith to designate those improvement and/or fees to be funded by the Community Facilities District or other mechanism. Owner shall have the right to review and approve any final list of said facilities and/or fees; provided, however that Owner's approval may not be unreasonably withheld. 5.8 6464-Phasing of Project. The parties agree and acknowledge that the Project may be built in up to two (2) phases (with one tower in each phase), but that, except as otherwise expressly stated herein, all conditions and mitigation measures shall be implemented as part of the initial phase; provided, however that Owner may propose to delay to the second phase on-site conditions (e.g., sidewalks) that could be damaged by future construction. Prior to issuance of the first building permit for the projedPrQje, Owner shall submit a proposed Phasing Plan to the City, for review and approval by the City's Planning Commission. The proposed Phasing Plan shall contain those items Owner deems necessary, but shall include the timing for first and second phase construction and interim site improvements (i.e., landscaping, internal circulation) between the phases. The approved Phasing Plan must be implemented within aix_(6) months after completion of the first phase (i.e., issuance of first Utility Release). .2-Inclusionary Housing. Owner shall pay to the City the sum of Three Thousand Dollars ($3,000) for each Residential Unit contained in each phase ("Inclusionary Housing Fee"). The Inclusionary Housing Fee shall be paid with respect to each phase at such time as 95% of the residential units within such phase have received Utility Releases. The Inclusionary Housing Fee shall be used by the City for planning (including, but not limited to, preparation of one or more elements of its general plan or for zoning amendments), conceptual design, final design, bid preparation, award of bid, property appraisal, property acquisition, relocation, lost goodwill, and/or construction of new or substantially rehabilitated existing affordable housing in the City. 5_.1Q 5.16:3-In-Lieu Park Development Fee. The Owner shall pay an in-lieu park development fee in the amount of One Million Four Hundred Fifty Thousand Dollars ($1,450,000) with respect to the Project ("In-Lieu Park Development Fee") payable pro rata, which pro rata fraction shall be determined based on a fraction the numerator of which is the total number of residential units in a phase and the denominator of which is the total number of residential units in the Project. The pro rata In-Lieu Park 75A-73 Development Fee shall be paid prior to issuance of the building permit for each phase. The City shall use said fees for new parkland, capital improvements at existing parks, and deferred maintenance at existing parks (up to a maximum of fifty percent of amount of the fee). If not used or appropriated this fee shall be returned to Developer, consistent with the provisions of (and subject to the exceptions contained within) the California Mitigation Fee Act, Government Code § 66000 et seq. Owner may propose in future an alternative in-lieu of the provisions of this section which fully satisfies this requirement, and if such proposal is consistent with City's park plans and standards, the City shall consider such proposal in good faith; provided, however, that if approved such proposal shall be the subject of an amendment to this Fi_ra Amg(L_anA_FL"1a_Wd Development Agreement entered into pursuant to Government Code section 65868. 5 1-6.4-ReseFVed 5.11 5-.46-.&-Coven ants, 9 -AII initial sales of residential units by Owner shall include a covenant that the buyer may not re-sell the unit for a period on one (1) year. (c) (3)-No home ossupansyoccu?ation shall be permitted in a unit, except Erin accordance with sestionSection 41-192 et seq. of the Santa Ana Municipal Code. 6VA)200,612\42 3 7 41-554th UV21- -18- 75A-74 (1)-No more than four residents peFshall be er itted for each unit, except that for three-bedroom units, there shall be no more than five residents per unit. (4)--As6ignment--afAllocatiol of reapoii ibility fo repair of perimeter walls and common areas, including landscaping, will be specified in the CC&R SR's in the event of damage. ? (?-9iss4QS?+re-ar+d_Felease?C?{?-?-shall-provide-aetise-t4-prespeetive ewnersNotice of the urban character of the City and this area, including but not limited to W the permitted uses of the property and buildings in the immediate area of the development (e.g., Xerox Towers, State Compensation Insurance Fund, 1-5 and SR-55 whiGh-may-arise frem OF Felate-ts-the-disslesed FA ttsrs. (?}-Terms-and-Ceoter?t: (f? tM (-)-A term of the CC&R' s are-ta-he-ir+-effest-€arR's of an initial period of ninety- nine years-and hen-aetGmatisally-expanded4oF-sucgessive ore hundred-yeaF-peri©ds} with automatic and repeating- _one- hundred (1001 year extensions. unless terminated r i by the joint consent of Li) the City and U not less than seventy five percent of those condom iniunowners entitled to vote under the CC$R_a. U 0 Association-te-any inember who violates-these-previsiens X17-Resewe? 6-48-Resepmd-. 5.12 €4-l--Conditions of Discretionary Approvals. The requirements imposed as conditions of any discretionary approval received through the City's existing regulatory process shall be governed by the terms of &"#2Qfi7612u 37w-5544HUVas_ -19- 75A-75 The imposition of a sign ficartt._ fins ricial- p orally by the Home Owner's Association upon an mambor who violates the those approvals, and in no event shall such conditions be affected by the termination, cancellation, rescission, revocation, or default or expiration of this First_._ AmenAod__ and Restated Development; Agreement (although such conditions must comply with the Applicable Rules). &2-0-Compliance Withr'.tf1 Governmental Requirements. Owner shall carry out the design, construction, and operation of the Project in substantial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City, or any other political subdivision in which the Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City, the-Owner or the Property, including all applicable federal, state, and local occupation, safety and health laws, rules, regulations and standards, applicable state and labor standards, applicable prevailing wage requirements, the City zoning and development standards, City permits and approvals, building, plumbing, mechanical and electrical codes, as they apply to the Property and the Project, and all other provisions of the City and its Municipal Code (as they apply to the Property and the Project), and all applicable disabled and handicapped access requirements, including, without the--limitation, the Americans With Disability Act, 42 U.S.C. § 12101 et seq., Government Code§ 4450 et seq., and the Unruh Civil Rights Act, Civil Code§ 51 et seq. (collectively. "Governmental Requirements"). 6. ANNUAL REVIEW. 6.1 City and Owner Responsibilities. City shall, at least every twelve (12) months during the term of this Fis-t _Atnen_de._...and Restated Development Agreement, review the extent of good faith substantial compliance by Owner with the terms of this First Amend_Qd_an Restate! Development Agreement. Pursuant to Government Code Section 65865.1, as amended, Owner shall have the duty to demonstrate by substantial evidence its good faith compliance with the terms of thet_his _ it _ Amended and Restated Development Agreement at the periodic review. 6.2 Review Letter. If Owner is found to be in compliance with thethis Firs Amended and Restated Developmen_ Agreement after annual review, City shall, upon written request by Owner, issue a Review Letter to Owner (the "Letter") stating that based upon information known or made known to the City Council, the City Planning Commission and/or the City Planning Director, thethis First Amended and Resae?l Development Agreement 6n20676t21 24744-55 AH83205, -20- 75A-76 remains in effect and Owner is not in default. Owner may record the Letter in the Official Records of the County of Orange. 6.3 Failure of--Reriodisto Conduct Annual Review. City's failure to review at least annually Owner's compliance with the terms and conditions of this First Amended and RestatesDeylrltr Agreement shall not constitute or be asserted by any paoy__ar as a breach of thefts First Amme_ndod and Restak_od-D)_eyo1o__ tent Agreement by Owner or City. 7. DEFAULT. 7.1 Events of Default. Property-Owner is in default under this First Amended and Rest ted Development Agreement upon the happening of one or more of the following events or conditions: aM (44-If a warranty, representation, or statement made or furnished by Property-Owner to the City is false or proves to have been false in any material respect when it was made; (2-}-A finding and determination made by the City Council following a periodic review under the procedure provided for in Government Code Section 65865. 165865.1 that upon the basis of substantial evidence the Rroperty-Owner has not complied in good faith with one or more of the terms or conditions of this First Amended and Restated Development Agreement; M (3yFailure to comply with Governmental Requirements; (4)--Any other event, condition, act, or omission which materially interferes with the intent and objectives of this First Amended and Restated Development Agreement. 7.2 Procedure (1)-Upon the occurrence of default, City shall give Rfopefty-Owner (the "defaulting party") thirty (30) days written notice specifying the nature of the alleged default and, when appropriate, the manner in which said default may be satisfactorily cured. After proper notice and expiration of said thirty (30) day cure period without cure, City may terminate or amend this First Amended and Restated Deyeloarnen Agreement in accordance with the procedure adopted by the City as to all defaults that may be cured within said thirty (30) day cure period. For defaults that cannot be cured within said thirty (30) day cure period, City may terminate or amend this 6.VA20676 i2w?47,15544M32v2 21- 75A-77 First Amended and Restated Der prn.M Agreement in accordance with the procedure adopted by the City should at any time Owner fail to diligently proceed in curing the default. Failure or delay in giving notice of default shall not constitute a waiver of any default, nor shall it change the time of default. JW (City does not waive any claim of defect in performance by Property-Owner, if on periodic review the City does not propose to modify or terminate this Rm -Am_n_d_ .e_d and Restated Development Agreement. W (3-yNon-performance shall not be excused because of a-failure of a third person. Ld) (4)-An express repudiation, refusal, or renunciation of the contract, if the same is in writing and signed by the Property-Owner, shall be sufficient to terminate this First Amended -and Resorted Development Agreement and a hearing on the matter shall not be required. (2) (-&)-Adoption of a law or other governmental activity making performance by the Owner unprofitable or more difficult or more expensive does not excuse the performance of the obligation by the Property-Owner. (&YAII other remedies at law or in equity which are not inconsistent with the provisions of this First Amended and Restated Revell i ent Agreement are available to the parties to pursue in the event there is a breach. 7.3 Damages upon Termination. In no event shall Property-Owner be entitled to any damages against City upon termination of this Fir Amended and ResUted DeyelopmWt Agreement. 7.4 Institution of Legal Action. In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any default or breach, to specifically enforce any covenants or Agreernentsagreements set forth in thethis First Amended and Restated Development Agreement, or to enjoin any threatened or attempted violation of the#}?i First =Amended . and Re-Wte-d Development Agreement; or to obtain any remedies consistent with the purpose of thethl? First Amended and Restated DeyeLpment Agreement. Legal actions shall be instituted in the Superior Court of the County of Orange, 040 K7619VI2141-55,44883205: 22- 75A-78 State of California, or in the Federal District Court in the Central District of California, Southern Division. 8. MORTGAGEE PROTECTIONS 8.1 Right to Owner/Notice/Multiple Mortgagees. Owner shall have the absolute right to encumber Owner's right, title and interest in, to and under this Eirst Amended and Restated Dev In ment Agreement and the Property pursuant to one or more Mortgages. Because certain portions of the Project may be developed by one or more assignees, the Parties acknowledge and agree that different Mortgages may encumber the Property and that there may be a separate Mortgage in effect with respect to separate parcels within the Property. It is the intention of the Parties that the rights and protections granted in this Section 8 to each Mortgagee shall only apply to the parcels upon which such Mortgagee's Mortgage is a lien (each a "Mortgage Parcel"), and to the rights, privileges and obligations under this First Amen and Restated Q velopment Agreement relating to such Mortgage Parcel. 8.2 Notice of Breach to Mortgagee or Deed of Trust Holders; Right to Cure. With respect to any mortgage or deed of trust granted by Owner as provided herein, whenever the City delivers any Notice or demand to Owner with respect to any Breach by Owner under this First Amended and Restated Development Agreement and if Owner fails to cure the Breach within the time set forth herein, the City shall deliver to each Mortgagee a copy of such notice or demand accompanied by a writing to the affect that Owner has failed to cure a Breach ("Mortgagee Notice"); provided that Owner or Mortgagee has provided City with addresses for such purpose. Each such Mortgagee shall (insofar as the rights granted by the City are concerned) have the right, at its option, within thirty (30) days after the receipt of the Mortgagee Notice, to cure or remedy or commence to cure or remedy and thereafter to pursue with due diligence the cure or remedy of any such Breach and to add the cost thereof to the mortgage debt and the lien of its mortgage; provided, however if the Mortgagee is legally prevented from curing such Breach because of a bankruptcy by the Owner then the thirty (30) day period shall be tolled until such bankruptcy is confirmed or rejected. Nothing contained in this First Amended and Restated Development Agreement shall be deemed to permit or authorize such Mortgagee to take advantage of Owner's rights hereunder, or any portion thereof, without first having expressly assumed Owner's obligations to the City by written agreement reasonably satisfactory to the City. It is understood that a Mortgagee shall be deemed to have satisfied the thirty (30) day time limit set forth above for commencing to cure or remedy a Owner default which requires title and/or possession of the Site-Propvfty 6590206761 \42371 55AA i831vM. -23- 75A-79 (or portion thereof) if and to the extent any such Mortgagee has within such thirty (30) day period commenced proceedings to obtain title and/or possession and thereafter the Mortgagee diligently pursues such proceedings to completion and cures or remedies the Breach, provided that, in such event, all noncurable Defaults shall be waived. 8.3 Mortgagee Not Obligated Under thethis First-Amended and Restated E)eye Lament Agreement. Unless a Mortgagee expressly assumes Owner's Obligations to the City in accordance with Section 8.2-above, no Mortgagee shall in any way be obligated by the provisions of this First Amended and Restated De?eIQ Agreement, nor shall any covenant or any other provision in this First Amended and Restated Development Agreement be construed so-to obligate such Mortgagee. Nothing in this First Amended and-Restated Development Agreement shall be deemed to construe, permit or authorize any such Mortgagee to devote the Mortgage Parcel to any uses or to construct any improvements thereeaon the MQtg-age-e_Parcel, other than those uses or improvements provided for or authorized by this First_ Amended and Restated Develo ment Agreement. 8.4 No Liability. No Mortgagee shall have any personal-liability beyond its interest in the Mortgage Parcel acquired by--it-through enforcement of its Mortgage for the performance or payment of any covenant, liability, warranty or obligation hereunder -and-theunder this First Amende -ram Restated Deyelopment_Agreement. City agrees that it shall look solely to the interests of such Mortgagee in such Mortgage Parcel for payment or discharge of any such covenant, liability, warranty or obligation. 8.5 No Amendment or Termination. This First Amended and Restated DeMQp-merM Agreement shall not, without the prior written consent of all Mortgagees holding Mortgages on eashanyt portion of the Property-ta-be affected- hereby, be amended 6o-as-to (a) terminate this First Amended and Restated Developme to Agreement prior to the expiration of the Term here4-(except as expressly provided in -Section-8-4--above-with respell to -such--P-feperty-} j or (b) change any provision of this First Amended and Restated Development Agreement which, by its terms{ is specifically for the benefit of Mortgagees--or--specifieally-confers-Fights--OH Mortgagees. No amendment to this First Amended and Restated Develoam?tr Agreement affecting the Property or any part thereof, made without the consent of any Mortgagee holding a Mortgage on such Property, or any part thereof, shall be binding upon such Mortgagee or its successors in interest should it become a party hereto. 64902067M\42-174 { 5" 4883205 -24- 75A-80 8.6 Condemnation or Insurance Proceeds. Nothing in this Eire Amended and Restated Develop en Agreement shall impair the rights of any Mortgagee, pursuant to its Mortgage, to receive insurance and/or condemnation proceeds which are otherwise payable to Owner granting such Mortgage. 8.7 Title by Foreclosure. Except as otherwise set forth herein, all of the provisions contained in this Fisst_A_mernded and Restated Development Agreement applicable to any of the Mortgage Parcel shall be binding on and for the benefit of any person who acquires title to the property, or any part thereof, by foreclosure under a Mortgage or transfer by deed in lieu. 8.8 Delegation to Mortgagee. Owner may delegate and/or assign irrevocably to any Mortgagee the non-exclusive authority to exercise any or all of Owner's obligations and/or rights hereunder with respect to the Mortgage Parcel, but no such delegation shall be binding upon the City unless and until either Owner or such Mortgagee shall give to the City a true and correct copy of a written instrument effecting such delegation. Such delegation of authority may be effected by the terms of the Mortgage itself, in which case service upon the other Party of an executed counterpart or conformed copy of said Mortgage, together with written notice specifying the provisions therein which delegates such authority to said Mortgagee, shall be sufficient to give such other Party notice of such delegation. No such delegation or assignment shall relieve the Owner of that Mortgage Parcel of any of its obligations hereunder with respect to such Mortgage Parcel. 8.9 No Obligation to Cure. Nothing herein contained shall require any Mortgagee to cure any default of Owner referred to above. 8.10 Separate Agreement. The City shall, upon request, execute, acknowledge and deliver to each Mortgagee requesting same, an agreement prepared at the sole cost and expense of Owner, in form satisfactory to such Mortgagee and the City, between the City and the Mortgagees, agreeing to all of the provisions hereof, provided Owner pays for all legal and other consulting costs incurred by City in reviewing same. 8.11 Estoppel Certificate. Within thirty (30) days after written request therefore, the City shall execute and deliver to any proposed Mortgagee in connection with its new Mortgage and to such Mortgagee thereafter from time to time an estoppel certificate in form and substance satisfactory to Owner and such Mortgagee ("Estoppel Certificate"). The City hereby agrees to reasonably cooperate in including in any such Estoppel Certificate from time to time any provision which may reasonably be 6590206761ND79+554_4hBJ2v25 .25- 75A-81 requested by any proposed Mortgagee for the purpose of implementing the Mortgagee protection provisions contained in this Section 8 and allowing such Mortgagee reasonable means to protect or preserve the lien and security interest of its Mortgage hereunder, clarifying the non- applicability of the provisions of this First Amended -and_Restated Development Agreement to such Mortgagee as it relates to parcels other than the Mortgage Parcel, and/or such other terms and provisions as are customarily required by Mortgagees (taking into account the customary requirements of their participants, syndication partners or ratings agencies) in connection with any such financing; provided, however, that no such Estoppel Certificate shall in any way materially adversely affect any rights of the City or increase any obligations of City under this Fiat Amended and Restated Developmens Agreement. 8.12 Conflicts. If there is any conflict between this Section 8 and any other provision contained in this First._Atnen?st_?nd Restated Devel4gmcnt Agreement, this Section 8 shall control. 9. MISCELLANEOUS PROVISIONS. 9.1 Rules of Construction. The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory; "may" is permissive. If there is more than one signer of this Fret Amended --i-d_R-estated levelo me Agreement, their obligations are joint and several. 9.2 Entire Agreement, Waivers and Amendments. This First Amended and Restated De eel-Qpm.ent Agreement constitutes the entire understanding and Agreernentagre n of the paaieWarties with respect to the matters set forth in this First Amended and Restated D_ eYe.L9ument Agreement. This First Amended and -Restated Develo ment Agreement supersedes all negotiation or previous Agreementsagreements between the parties Pwt s respecting this ELC? Amended and Restated Development Agreement. All waivers of theme provision of this First Amended and Restated Development Agreement must be in writing and signed by the appropriate authorities of City or of Owner. All amendments to this First A 1gnded and R st eveloament Agreement must be in writing signed by the appropriate authorities of City and Owner, in a form suitable for recording in the Official Records of Orange County, California. Upon the completion of performance of this Firms.Amend_a?.n?.?e?tt??.-Developmen Agreement or its revocation or termination, an appropriate Certificate of Completion acknowledging such occurrence signed by the appropriate agents of Owner and City shall be recorded in the Official Records of Orange County, California. 6590 QG1619\4217915544NN.1 2v25. -26- 75A-82 9.3 Project as a Private Undertaking. It is specifically understood by the parties that: (a) the Project is a private development for purposes of Government Code Section 65864 et seq.; (b) City has no interest in or responsibilities for or duty to third parties concerning any improvements to the Property or in connection with the Project; and (c) Owner shall have the full power and exclusive control of the Property subject to the obligations of Owner set forth in this First Amend and Restated_ Develo_?merlf Agreement. 9.4 Incorporation of Recitals. The Recitals set forth in Section 1 of this First Arnon.ded-artd R-e-stated-Development Agreement are part of this First Amended and Restated Develolimomit Agreement. 9.5 Captions. The captions of this Fir-st__Amended__ and Restated Development Agreement are for convenience and reference only, and shall not define, explain, modify, construe, limit, amplify, or aid in the interpretation, construction, or meaning of any of the provisions of this First Amended and Restated Devel o nent Agreement. 9.6 Consent. Where the consent or approval of a panyl?" is required iFlby or necessary under this First Amended and Restated Development Agreement, the consent or approval shall not be unreasonably withheld. 9.7 Covenant of Cooperation. The partiesParties shall cooperate with; and deal with each other in good faith;-ands ! assist each other to the extent needed in the performance of the provisions of this First Amended and Restated Development Agreement. 9.8 Time of Essence. Time is of the essence for each provision of this First Amended and Restated Develo m n Agreement of which time is an element. 9.9 Conflicts of Law. In the event that state or federal laws or regulations enacted after this Firs Amended a.t_d Rested Development Agreement has been entered into or the action or inaction of any other affected governmental jurisdiction prevent or preclude compliance with one or more provisions of this EJ-ratA mended and Restated Develo meat Agreement or require changes in plans, maps, or permits approved by the City, the parties shall provide the other party with written notice of such state or federal restriction, provide a copy of such regulation or policy, and a statement of conflict with the provisions of this First._ Amended_ and_tated Develo ment Agreement. The parties i s shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this _Fir3t 6594201.619\4217944544M205 -27- 75A-83 Amended and Restated _Develo ment_Agreement to comply with such federal or state law or regulation. Thereafter, regardless of whether the parties reach an Agreementa"r on the effect of such federal or state law or regulation upon thethis First Amended__Rrj( Restated Development Agreement, the matter shall be scheduled for hearing before the Council. Public notice of such hearing shall be given pursuant to Government Code Section 65854.5. The City Council, at such hearing, shall determine the exact modification or suspension which shall be necessitated by such federal or state law or regulation pursuant to Government Code Section 65869.5. At the hearing Owner shall have the right to offer oral and written testimony. 9.10 Recording. The City Clerk shall cause a copy of this First Amended and Restated Development Agreement to be recorded with the Office of the County Recorder of Orange County, California, within ten (10) days following the effective date of this First Amended and Restated_ Development Agreement. IN WITNESS WHEREOF, this First Amended and estated DevelonmeM Agreement has been executed by the City of Santa Ana and by RoperOwner. Dated this day of ?g 20 2, ATTEST: EXTRICtA E. HEADY Clerk of the Council THE CITY OF SANTA ANA DArYID-N-REAM City Manager Approved as to Form: _-W-FLE-TC H _ ; ? 64(1 _ Zfi124?237u:>c ? IK?d2v'?? -2g- 75A-84 Wgmturee-continued-from-prior--page) a-801- ASTT-S-TR€€T-RARTNF= S?G- a Delaware limited-liabililycompany- By GRu ' , ,?TLLo a--Delawawlilnite(i liabilit"oml)atly, It"embef Bye Gapitai Pasii+ok{eid+f?gs; !nom a-Beiawa Fe-Gof po ratio n It"ole-Me nheF tie= Title: Ghie€-tegai--9iiiGef BY; Nam Title: Title; GsyOM0619W2.379+ ss-14883205 30- 75A-85 EXHIBIT A Property Legal Description THAT PORTION OF LOT 15 OF THE MAYBURY TRACT, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 36, PAGE 65 OF MISCELLANEOUS MAPS, RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL No. 1 AS SHOWN ON A MAP FILED IN BOOK 98, PAGE 30 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, AS AMENDED BY A CERTIFICATE OF CORRECTION RECORDED OCTOBER 20, 1977 IN BOOK 12424, PAGE 543 OF OFFICIAL RECORDS. EXCEPTING THEREFROM THAT PORTION OF PARCEL 1 AS SHOWN ON A MAP FILED IN BOOK 98, PAGE 30 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWESTERLY ALONG THE SOUTHERLY LINE OF SAID FEET; THENCE NORTH 45°19'14" WEST AND CORNER OF SAID PARCEL I; THENCE PARCEL 1 NORTH 89°31'52" EAST 34.14 38.26 FEET TO A LINE PARALLEL WITH 7-.00-FEET EASTERLY FROM THE WESTERLY LINE OF SAID PARCEL 1; THENCE SOUTH 89°49'39" WEST 7.00 FEET TO SAID WESTERLY LINE; THENCE ALONG SAID WESTERLY LINE SOUTH 0 010'21" EAST 27.18 FEET TO THE POINT OF BEGINNING, AS GRANTED TO THE CITY OF SANTA ANA, IN DEED RECORDED SEPTEMBER 18, 1990 AS INSTRUMENT No. 90-493896, OF OFFICIAL RECORDS. Orange County Assessor's Parcel Number 400-081-08 ':'i:al(,7{,jl111) , , i5.{?y?j,}?t' 2K, ?'.,\ {){111( A- 1 75-k--86 EXHIBIT B Property Site Plan ? (120b2Sil114 4+3 BflJ2v2? EUi IL- - 8,? EXHIBIT C 1= he Public Art shall be designed, constructed, and installed bv_Qwner. I I capture or reinforce the unique character of the new plam 4s I I 7 I I 10, Expenses not include-ljn. the Public Art Fee. a? Expenses to locate the artist(s) (e.g., airfare for artist interviews etc ) iPL761941_1470)i5{48831v?5 E\I Ilh it C-1 75A=88 No Public Art shall include advertising of any type ingludina but not limited to products. service, or businesses, b, 9. d.. -e, Lighting elements not integral to the illumination of the RubrIcArt. f. IL Dedication ceremonies including---s-cLtlpture unveilings or grand -Qpe1]ings. U67619\.. ;,.;:;?-(at3 32v 5 Fxl _ibi4 C-2 75A-'89 EXHIBIT D Additional Offsite Mitigation Measures Improvement Location Pay fair share of all costs to acquire Fourth Street at Southbound SR-55 on- required right of way for and construct ramp (Tustin Avenue to SR-55) eastbound right turn lane In order to implement & satisfy mitigation measure MM 4.12 2, construct raised First Street and Cabrillo along the "pork- chop" island to Public Works project frontage Agency specifications Note: For offsite public improvements constructed by Owner (i.e., "pork-chop" island), it shall pay all workers employed in connection with the work not less than the prevailing rates of wages, as provided in the statutes applicable to public works contracts, including without limitation§§ 1770-1780 of the California Labor Code. 06761934481320 l' X11ibil_1)_I_ 75A-99 • Y_ --ui /f/J -- 5 O O n r Z EL I H U Ikkkk Q F Z W F 0 Z N W ij Y ti e Eli ¢ ? s e t si'•R ez ? .P R0 j Y p ae Ff p.e, sad, f 9 ? ? q ? ? q 7 ?? aR 1n ? i 9• ?diyt yy 99E i IE 9 :9C. &s Ce a 3i.,N. X 9 ?p ¢p B pp a Ra It it i .° 1 Y tit ?,:;l ` ° s i e 8 t i i i€;! F s+i {;s ' E {a fR 9r ° :8? i¢: Eli "Ilk Y€ i e 1 {s.! .? f'E E? ?! 9 x f liF ci 7i ' `v r ii' x 9 i E 6:t"ie E? [: jpp PI P . E qj el; .. i{ ,R ss!R:r e z { 9291 t.F `? 4 ?x it R ie p i i Q 1 i 7.. ?g?g rt A, Y e i N ,9Y ai it Y?i ? i + E ! 3 q { 9 ?R3 { ,, ais is F, y i e e gt q iq. j P c3 ' ! s P t,# {t ; 'a 8 i ?t i I, °{ tS i s i,9q ,. P 9 4 i § ° E i a P e j e s' Y? z :3 it e• p a Y `r. Ee :if sit 33P! :%:a? i?q 3 ii f} 5 E: !{ P iqe 4tr ii L ` i III i # l llga l l •EE PRit a t g; i 4 s 3 3 a. , {{& i ss E i? a ?° t c' P i rta' 3. P i ?p Q s s ij3 r E'` i F..p i1P? .a4i5f:fR1R!!.?{iiaiii7 A55{ ?' s? ei 9 Ct 5 C€i 9 i F e i Fr.E 3.{.t I}3 . ,`'5r[s1 ii RgYq P i si f q ?F Cat... 6Rq ie? Y3 7 iac9o iislq,REiR94l i.@I,ci.k9E?d E 4i cP i'Sei q. SsYSj?9:, nr,SePPi-f+E:.,,'+ i i ;`SI o_ e?` U 3u R F q? Y 8 ' _ iisi • )t r s°s ?trRa I? , S iY9e t ; 3 R !1? i 9,r E O t Y 9 R i l v im- 5 ?? (? IIII III111111111111 r p ? ? e?e y [y +Y 2€ ' ? ? ? kY ct IFS ?? _... ? ? w =, ? k l i Iy3 Y k G , sj F u Y? d y ? K T I JZ i W f ? ? f+ ? e t o e y g ]K sk ?? ?js is kv Sa ??' t -? Z ii ? afa .l 4 i A 9. $ x € 1 li_ q' t K ?:. It K- y Ig to c Y; - a e III o- tv" p a 5' $? V ?e t y{? y;YY s} >' t t g} I ;' t t ...y ; U ?d 4 rJ? t1t i s e •t 14 Y}pt ?f t5xtl7S ?y SSI i t °Stt311'?il? A@a l? ; t- i ? Q y, : gg E i t PY. i 3{ S s£ I A 1 i 3 t l i a } Y'iYlf Is[F t tt {?'t5 IC p z f g. ept" ?'qK ?1a7 5T *SY 7St!t 0tm t - 8 yyr > it ttr F9 St it is pp c ?yI f• p?'i Ei !lt t # j S} ftll p}yt}a??S :'? II IIII IIIIIIIIIIIIC pC 9d oet6 5 It?t F F¢ {R!'€I1 its {{ ttl YMj { IM Y x x - R ?n:3 (.JOJUJGCI G ?-)9 gz?e{?i lE' tP[d[ H N ?_ ? II I k? : i 111 I 'O z I I; i I11 II .I! 1. n S I t t y 1 t t Y tl ti 1 1 ' r III 11 ! ' t {tt 4 t I$ LI€+ I gg e s,tt 7 t''?' r,? a? ?' J' ?•. G t_. N i { W O ( K=t, ?'I Al Q fr K?:? P I? I t,#` Z W I '} ? )•€ I t ?j i l' till ?R F R C _ = y? Y, t s I ? ? ?' 1a' I r - I If \? ' t r 13! zo ?I? ?II?-1!?p?p tt@ t?ls;3 to , I E : t li? I? ?{ L r _ G t { ' 51 f t; I• i ? ,.. 4 , s s 13 p. III+IIt- i-?l - }? : it -, o 3!.a F? t!; O I i? r .Y t 2 t y 3,?. a 111 j` ?Iyy .(}r 1 .,I? r z i? 7p? ?? 3 I e Y! Ft ?"? ?ls I}; i°iti €? xe't 't'J ?if? !1 )t'ti fi s¢Il tit ?-I / PS e??__ '? s 1` lip -4 I } '? E} l?d ill Yi tl :I t.1 F,1 ? t t?t t., d9 a 2 rLYO)NCOMMUNITIES" VAIWALWN1011F8. COMMUNIIYCANRO)PMEN1 F'80"WYNIANAIANIFNI MEETING MINUTES Date & Time: Tuesday, May 28, 2013 at 6:0013M Location: Lestonnac Retreat Center 16791 E. Main Street, Tustin, CA 92780 Subject: Community Meeting for 1901 E. 1St Street (151 Street & Cabrillo) Lyon Team: Chris Coe-COE Architecture (Architect) Duane Border - Duane Border Design (Landscape Architect) Ashley Liddiard - Lyon Communities (Assistant Project Manager) Cynthia Eppeldauer - Lyon Communities (Vice President, Development) Jim Teegarden - Lyon Communities (Construction Manager) Peter Zak - Lyon Communities (Senior Vice President, Development) The Community Meeting began at 6:20PM with Chris Coe of COE Architecture International presenting a PowerPoint presentation outlining: • Site location o Corner of 1st Street and Cabrillo Park Drive, across from the Xerox tower. • implementation of the development forms and uses outlined in the MEMO Overlay Zone to create a vibrant neighborhood o Activate the ground floor. o Create streetscapes with more pedestrian orientation and connection. o Include retail space on the corner of 1St Street and Cabrillo Park Drive for neighborhood serving retail, such as a cafh/deli. • Project Description o Retain the use of the existing parking garage to save on cost and resources. o 3-story townhomes and 5-story residential flats will wrap the 4-level parking garage. o The recreation deck with the pool, spa, seating areas and clubhouse will be located above the parking garage. o Public open space, common, and private open spaces (patios and balconies) are incorporated into the project. EXHIBIT 10 75AELS33 o Public Open Space represents 15%of the property, meeting the requirement and equates to a 33,000 sf community park. Duane Border of Duane Border Design presented the landscape plans. Duane described the public open space as the jewel of the project. The public open space will have an urban feel and include vibrant landscape, seating walls and inviting spaces where the community can gather. The fire lanes are designed with trees lining along the alley way to promote walkability, creating a strong pedestrian environment. The main recreation center is programmed with more active entertainment spaces while the courtyard serves as a more passive outdoor setting. Peter Zak, Senior Vice President of Lyon Communities, discussed Lyon Communities' 50-year history of developing and managing its portfolio of 10,000 units. Lyon primarily builds and owns its projects for the long-term. Lyon also has a strong working relationship with the City of Santa Ana primarily due to the successful progress of Lyon Communities' high-end residential project, The Marke, currently under construction with 300 units at Main & MacArthur. The presentation was followed by questions: 1. Is the project for purchase or rental? a. The project will be entitled as condos and operated as rentals. 2. What will be the (rental) price per square foot? a. Lyon is unable to answer at this time. The price is determined by the market. 3. Will there be gated access? a. Yes, the garage will be gated. 4. Will this project be considered low, middle or high end? a. High end 5. Is there a website for the project? a. The project will be posted on the Lyon Communities website in the next month or so. 6. Is the site plan set in stone? a. We are open to suggestions. 7. How are we going to treat the chain link fence? a. As we move through the design process, fencing detail will be developed. 8. Will we replace the jacaranda trees along Golden Circle? a. Yes. 9. A tenant of The Georgetown Building is concerned with its balcony losing privacy to the residents of the townhomes. a. Chris Coe explained that the floors will most likely not align with their building's floor height, typically different between office and residential buildings. 10. A tenant of the Xerox Building expressed concern with the homeless. a. The project will include many levels of security including access control, video cameras and onsite staff. 11. What is the timeframe of the project? 75PKIN a. The leasing office and first units are anticipated to be open in about a year and a half. 12. What is the demo schedule? a. We will spend the next 6-7 months demoing the site. 13. Will there be pylons? a. No, buildings are slab on grade. The meeting adjourned at 7:20PM. Page 3 of 3 75A-95 Addendum 1901 East First Street Metro East Mixed Use Overlay Zone, First and Cabrillo Towers Project - Environmental Impact Report Lead Agency City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Contact: Vince Fregoso, Principal Planner 714-667-2713 Project Proponent Lyon Communities, Inc. 4901 Birch Street Newport Beach, CA 92660 Cynthia Eppledauer, Vice President 949-838-1234 Environmental Consultant Phil Martin & Associates 3002 Dow Avenue, Suite 122 Tustin, CA 92780 Phil Martin - President 949-454-1800 August 14, 2013 EXHIBIT 11 75A-96 TABLE of CONTENTS Section Pi¢e I. Introduction and Summary .............................................................................................................1 II. Purpose of an Addendum ................................................................................................................1 III. Proposed Project and Environmental Detennination ................................................................5 W. Evaluation of Environmental Impacts ..........................................................................................5 V. Summary of Findings .......................................................................................................................9 Appendices Appendix A - Addendum Checklist Appendix B-Air Quality/GHG Report Appendix C -Traffic Report 1901 Enst First Street -Addendum August 14, 2013 Page i 75A-97 I. Introduction and Summary This Addendum is to the Final Environmental Impact Report (EIR) that was certified on nfarch 19, 2007 (Resolution 2007-26, Environmental Impact Report (State Clearinghouse #2006031041) and Mitigation Monitoring Plan ("NIMP")) for The Metro East Mixed Use Overlay Zone and First and Cabrillo Towers project (Project) and analyzes the potential environmental effects of a less intense development for the same site between the approved Project and the proposed 1901 E. First Street project (Proposed Project). The proposed 1901 East First Street project proposes the development of 343,675 square feet of residential use (254 units) and 2,424 square feet of retail space on a 5.1 acre site at the northeast corner of First Street and Cabrillo Park Drive. An existing 4 level parking structure with 664 existing parking spaces will be incorporated into the project. The project proposes to construct two five-story low-rise buildings totaling 240 units on the west side of the existing 4 level parking structure. Fourteen three-story townlronies will be constructed along die south and east sides of die parking structure. A 5,000 square foot club house and recreation deck with a swimming pool will be constructed over die southern half of the existing parking structure that will eflnrinate approximately 137 of the existing spaces in the parking structure. Other recreational amenities that are proposed for the recreation deck on the parking structure include a spa, fitness center, billiards and game room, outdoor fireplaces, barbecues, etc. Once completed, the project will provide a total of 555 parking spaces, including 527 spaces in the existing parking structure and 28 surface parking spaces throughout the site. The proposed site plan is shown in Figure 1. Project Background The City approved the First and Cabrillo Towers project along with the Metro East Overlay Zone on Nfarch 19, 2007. The Metro East Overlay "Lone EIR includes an area over 200 acres and includes the 5.1 acre First and Cabrillo Towers project site. The First and Cabrillo Towers project is approved for the development of up to 435,000 square feet of residential areas in a 22-story and 23- story building, approximately 8,900 square feet of retail/commercial areas, and approximately 774 parking spaces, 661 of which are located in an existing garage. The Proposed Project, as described in this Addendum, involves the proposed development of a less intense project on the same site as the approved First and the Cabrillo Towers project. The Proposed Project does not result in any new potentially significant environmental impacts or cause a substantial increase in the severity of the impacts that were identified in the Final FIR that was certified March 19, 2007 and no substantial circumstances under which the Project is undertaken have occurred. Thus, this Addendum to the certified Final FIR on ALarch 19, 2007 is appropriate pursuant to the provisions of the California Environmental Quality Act, Public Resources Code section 21000, el req. (CLQA), and 14 Cal. Code Regulations, section 15000, el Seel. (CEQA Guidelines). II. Purpose of an Addendum Pursuant to the CEQA Guidelines, a lead agency is required to determine whether its discretionary approvals have the potential to result in significant environmental impacts. In the case of the 1901 East First Street - Addendum August 14, 2013 Page I 75A-98 w w cr LL Q W O rn li u a 0 N e r a • IU!U11T':M11Y iE L11 IILtlI0.V LL5]Y031V K G]1H P:QPo N r. _.. _-. -. -._ .. __. _. _. _. _.._.._ 34tl3 3813 41404 ° :ue once, r V oFnIN» f` ..,.I 1 ?y g s o? V5 /?f,?ro-r \ 9 Y, - Jx e e i s [4j --Ilj a ;'. 13381 ISM • • leni]•vefilrniw ? ? mrrlnv'leJVeuu , n oma a wu C ma LL Ti c g ti pn L w e W O V O Z h 75A-99 Proposed Project, the City of Santa Ana (City) is the lead agency and prepared and adopted the Final EIR for the Project on March 19, 2007. As the Proposed Project is a reduced development compared to the Project (96,687 square feet of residential and 6,476 square feet of retail less), the City must review the Proposed Project and the approved Project in accordance with Sections 15162 and 15164 of the CEQA Guidelines. CEQA Guidelines §15162 (a) When an EIR has been ccrtified or a negative declaration adopted for a project, no subsequent EIR shall be prepared for that project unless the lead agency determines, on the basis of substantial evidence in the light of the whole record, one or more of the following: (1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; (2) Substantial changes occur with respect to the circumstances under which the project is being undertaken which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; (3) New information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR or negative declaration was certified as complete or the negative declaration was adopted shows any of the following: (A) The project will have one or more significant effects not discussed in the previous EIR or negative declaration; (B) Significant effects previously examined will be substantially more severe than shown in the previous EIR; (C) 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 project proponents decline to adopt the mitigation measure or alternative; or (D) Mitigation measures or alternatives which are considerably different from those analyzed in the EIR would substantially reduce one or more significant effects on the environment, but the project proponents decline to adopt the mitigation measures or alternatives (Pub. Res. Code §21166; CEQA Guidelines §15162. Given that none of the conditions requiring preparation of a Subsequent EIR (CEQA Guidelines 515162) are present and only special study upgrades to the previous EIR are necessary to reflect the development proposed for the site, an Addendum to the previously adopted Final Environmental Impact Report is proper and complies with CEQA Guidelines §15164. CEQA Guidelines §15164(x) states, "The lead agency or responsible agency shall prepare an addendum to a previously certified EIR if some changes or additions are necessary but none of the conditions described in Section 15162 calling for preparation of a subsequent EIR have occurred." In the case of the proposed project, none of the conditions in Section 15162 calling for the preparation of a subsequent FIR have occurred. Therefore, the City exercises the right to prepare all Addendum in this case and not a subsequent EIR. 1901 East First Street-Addendum Augrust 14, 2013 Page 3 75A-100 The City finds that none of the conditions described in CEQA Guidelines 515162 requires the preparation of a Subsequent Environmental Impact Report. Specifically, the City has determined the following: No Substantial Cbeinges in Chrumstances. There are no substantial changes with respect to the existing conditions or circumstances under which the site was evaluated ill The Metro East Mixed Use Overlay Zone and Cabrillo Towers FIR. The site has remained in its existing condition approximately seven years after the preparation of The Metro East Mixed Use Overlay Zone and First and Cabrillo Towers FIR. There have not been any substantial changes in the existing environmental setting on the site since the project was approved in 2007. No New 1gfonuation of Substantial Irnpottanre. There is no new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the Environmental Impact Report was adopted that shows the project will have one or more significant effects or substantially more severe effects not discussed in the Environmental Impact Report. Except for the new site specific environmental information regarding the proposed development of 254 residential units and 2,424 square feet of retail space on 5.1 acres, the project and its associated impacts all remain the same as contemplated and evaluated in the Environmental Impact Report. There are no mitigation treasures that were considerably different from those analyzed in The Metro East Mixed Use Overlay Zone and First and Cabrillo Towers project FIR. Consequently, there is no new information indicating that new significant or substantially more severe environmental effects would result from the development of the project than identified in The Metro East Mixed Use Overlay Zone and First and Cabrillo Towers EIR. CEQA Guidelines §15164 Addendum to an EIR or Negative Declaration In accordance with CEQA Guidelines §15164, the City, as the lead agency, has prepared this Addendum to the previously adopted Final Environmental Impact Report. The Addendum Checklist is included in Appendix A. As described above, the City has determined the information provided herein will result in none of the conditions described in CEQA Guidelines §15162 requiring die preparation of a Subsequent Environmental Impact Report. Given that none of the conditions requiring preparation of a Subsequent FIR (CEQA Guidelines §15162) are present and only special study upgrades to the previous FIR are necessary to reflect the development proposed for the site, an Addendum to the previously adopted Final Environmental Impact Report is proper and complies with CEQA Guidelines §15164. CLQA Guidelines §15164(x) states, "The lead agency or responsible agency shall prepare all addendum to a previously certified EIR if some changes or additions are necessary, but none of the conditions described in Section 15162 calling for preparation of a subsequent EIR have occurred." In the case of the proposed project, none of the conditions in Section 15162 calling for the preparation of a subsequent EIR hive occurred. Therefore, the City exercises the riglht to prepare an Addendum in this case and not a subsequent FIR. CEQA requires that the decision making body consider the Addendum along and in conjunction with The Metro East Ivftxed Use Overlay Zone and First and Cabrillo Towers Final EIR prior to [Waking a decision on whether or not to approve the Proposed Project. A brief explanation of the decision not to prepare a Subsequent Environmental Impact Report pursuant to Section 15162 1901 East First Sneet - Addendum August 14, 2019 Page 4 75A-101 should be included in an Addendum or elsewhere in the record and must be supported by substantial evidence. In accordance with CEQA Guidelines §15164 the City of Santa Ana (the "City's has prepared this Addendum in response to the request by the project applicant (Lyon Communities) to allow the development of a total of 254 homes, including 2,10 homes in two 5-story buildings west of an existing 4 level parking structure and 14, three-story townhomes along the south and east project boundaries, 2,424 square feet of retail space and recreational facilities approximately 5.1 acres at the northeast corner of First Street and Cabrillo Park Drive. The proposed amenities for the recreation deck on the top level of the parking structure includes a 5,000 square foot club house, swimming pool, spa, Fitness center, billiards and game room, outdoor fireplaces, barbeques, etc. Once completed, the project will provide a total of 555 parking spaces, including 527 spaces in the existing 4level parking structure and 28 surface parking spaces throughout the site. CEQA authorizes a lead or responsible agency to prepare an Addendum to a previously adopted EIR if some changes or additions are necessary, but none of the conditions described in CEQA Guidelines §15162 requiring the preparation of a Subsequent FIR. III. Proposed Project and Environmental Documentation The proposed 1901 East First Street project proposes the development of 343,675 square feet of residential use (254 units) and 2,424 square feet of retail space on the same 5.1 acre site. The Proposed Project proposes 96,687 less square feet of residential and 6,476 square feet less of retail development than allowed by the approved First and Cabrillo Towers Project. 'llte Proposed Project is consistent with and less dense than the square footage of residential and retail/commercial space allowed by the previously approved Project. All of the environmental impacts of the Proposed Project were determined to result in no impacts or less-than-significant impacts, or impacts were determined to be reduced to less-than-significant levels with the incorporation of the same mitigation measures that were recommended for incorporation into the approved Project. Impacts to Aesthetics, Agricultural, Biological, Cultural Resources, Geology, Hazards/Hazardous Materials, Hydrology, Land Use, Mineral Resources, Population/Housing, Public Services, Utilities and Recreation will have no impacts. Air Quality, Noise and Traffic impacts will be positive because they will be less impact than the Project. IV. Evaluation of Environmental Impacts 1'he scope of this Addendum is to provide information in support of the development of 254 homes, including 240 homes in two 5-story buildings west of the existing 4 level parking structure and 14, three-story townhomes along the south and east project boundaries, 2,424 square feet of retail space and recreational facilities on approximately 5.1 acres at the northeast corner of First Street and Cabrillo Park Drive. The proposed amenities for the recreation deck on the top level of the parking structure includes a 5,000 square foot club house, swimming pool, spa, fitness center, billiards and game room, outdoor fireplaces, barbeques, etc. Once completed, the project will provide a total of 555 parking spaces, including 527 spaces in the existing parking structure and 28 surface parking spaces throughout the site. Together, The Metro East Mixed Use Overlay Zone and First and Cabrillo Towers project EIR and this Addendum serve as the environmental review of the Proposed Project, as required pursuant to the provisions of CEQA and the CEQA Guidelines. The 1901 East First Street - Addendum August 14, 2013 Page 5 75A-102 Proposed Project's impacts were largely covered in The Metro East Mixed Use Overlay Zone and First and Cabrillo Towers FIR. This analysis addresses any changes to the impacts that were identified in The Metro East Mixed Use Overlay Zone and First and Cabrillo Towers FIR that could potentially occur with the less intense Proposed Project. Aestbelirs The Proposed Project is less dense and will result in less development on the 5.1 acre site than the Approved Project. The approved First and Cabrillo Towers project allows the construction of 627,547 square feet of residential use within two towers (22 story "North Tower" and a 23 story "South lower" with 374 residential units), whereas the Project proposes 240 residential units in a five-story building and a three-story building and 14 ground level townhomcs. The Proposed Project would improve the fine of sight across the site from surrounding areas as the height of the proposed five-story and three-story buildings are lower in height than the 23 and 22 story buildings that are approved for the site. The Proposed Project would not negatively impact the aesthetics of the site because it proposes less density than the approved Project. Furthermore, the Proposed Project would generate less light and glare than the approved Project since there will be less development. The Proposed Project would have no aesthetic impacts compared to the approved Project. Agindlurnl Resources Like the approved Project, the Proposed Project will not have an}' agricultural resource impacts because there is no agricultural activity on or adjacent to the site. The Proposed Project will have no impact to agricultural resources consistent with the analysis for the Project. The Proposed Project is consistent with the analysis in the March 19, 2007 EI.R. Air,Qunli/y The Proposed Project will reduce operational air emissions compared to the approved Project because there will be less development. As a result, the Proposed Project will have a positive air quality impact because fewer air emissions will be generated throughout the life of the project. The short-term construction emissions will also be less because there is less development and the mile to construct the project will be less. The Local Significant Thresholds (LST) generated during project construction will not exceed thresholds and therefore, the LST emissions will not be significant. The Proposed Project will not exceed any South Coast Air Quality Management District (SCAQMD) thresholds and will have a positive impact on air quality compared to the approved Project because fewer air emissions will be generated. The main source of potential odors by the Proposed Project, like the approved Project, will be trash receptacles within the project. The incorporation of Mitigation Measure MM-OZ 4.2-1 of the Metro East Mixed Use Overlay Zone, First and Cabrillo Towers Volume II EIR will reduce odor impacts by the Proposed Project to less than significant. The Proposed Project will have less than significant air quality impacts. 1901 East First Street- Addendum August Id, 2013 Page 6 75A-103 13io%gieul Resources The Proposed Project will not result in any new or changed impacts to biological resources compared to the approved Project. The project site is developed and there are no native biological resources on the property. The vegetation that exists on the site includes introduced non-native urban plant species and will not be impacted by its removal to construct the Proposed Project. As with the approved Project, the Proposed Project will not have any biological resource impacts. The Proposed Project is consistent with the analysis in the March 19, 2007 EIR. Collin-al Resolares The Proposed Project will not result in any new or changed impacts to cultural or paleontological resources compared to the approved Project. The project site is developed and there are no known cultural or paleontological resources on the property. Mitigation measures associated with the approved Project are in place to protect any cultural or paleontological resources that may be uncovered during project construction. The Proposed Project will not hive any cultural resource impacts. The Proposed Project is consistent with the analysis in the March 19, 2007 EIR. Geology and Soils The Proposed Project would not result in any new or increased geology or sod impacts compared to the approved Project. Like the approved Project, the Proposed Project would be exposed to potential liquefaction. And Eke the Project, the incorporation of the same applicable mitigation measures to mitigate potential seismic event, liquefaction and soil erosion impacts will be applicable to the Proposed Project. The Proposed Project will not have any new or added geological and soils impacts compared to the approved Project. The Proposed Project is consistent with the analysis and mitigation measures in the March 19, 2007 EIR. Greenbouse Gas Emissims Because a greenhouse gas emission analysis was not required by CEQA at the time of the approval of the Project, a greenhouse gas analysis was conducted for the Proposed Project. A copy of the greenhouse gas analysis is attached as Appendix B. Based on the greenhouse gas analysis, the Proposed Project will not have any significant greenhouse gas impacts and no mitigation measures are recommended. Hazards and Ha?ardwu Dlaletials The Proposed Project will not result in any significant hazards or hazardous material impacts. The potential hazards and hazardous materials of the approved Project will be the same for the Proposed Project. The Proposed Project will not result in any new or increased hazards compared to those identified with the Project. The Proposed Project is consistent with the analysis and mitigation measures in the March 19, 2007 EIR. 1901 East Post Street - Addendum Aubnist 14, 2013 Page 7 75A-104 HjdWogy and tl!aler flitalib, The Proposed Project will not have any significant hydrology or water quality i npacts. The amount and the quality of the surface water generated by the Proposed Project will be the same as the approved Project. The Proposed Project is consistent xvith the analysis in the March 19, 2007 EIR. Land Use and Planning The Proposed Project proposes 120 less residential units than the approved Project. As a result, there will be less density and the building heights will be less than the approved Project. The Proposed Project, like the approved Project, meets all applicable design and development standards for development in the Active Urban District the project. The Proposed Project is consistent with the analysis in the March 17, 2007 EIR and there will be no land use impacts. Minewl Resoares The Proposed Project will not have any mineral impacts. Based on the approved Project EIR there are no mineral resources on or adjacent to the project site. Therefore, the Proposed Project is consistent with the analysis and mitigation measures in the Ivlarch 19, 2007 EIR. Toile The Proposed Project will not result in any new or significant noise impacts compared to the approved Project. The project proposes 120 fewer residential units than the approved Project and as a result the time of construction will be less. Because the Proposed Project will have less development there will less traffic and less traffic noise. T1te Proposed Project will have a positive noise impact compared to the approved Project because there will be less noise generated during project construction and the life of the project. Population and Houshig The Proposed Project will have 120 fewer residential units than the approved Project. As a result, the project will generate fewer people than the approved Project. Like the Project, the Proposed Project will not eliminate any existing housing and require the construction of replacement housing. With fewer project residents the Proposed Project will have a less growth inducement. The Proposed Project will not have any population or housing impacts. Public Senviar The Proposed Project will have a positive impact to public services compared to the Project because the Proposed Project will have 120 fewer residential units. With fewer residents the demand for public services will be less with a positive impact on the public services that serve the project. The Proposed Project will have a positive impact to public services compared to the Project. 1901 Fast First Street - Addendum August 14, 2013 Page 8 75A-105 Remo/ion Like the approved Project the residents of the Proposed Project will most likely use the recreational facilities that will be provided by the project. The Proposed Project residents, like the residents of the approved Project, are not anticipated to use existing city recreational facilities and significantly impact existing city recreational facilities. The Proposed Project will be required to pay parkland fees that will be used to provide additional park and recreational facilities in Santa Ana. The Proposed Project is consistent with the analysis in the March 19, 2007 EIR and will not have any recreational impacts. Reltirbol-lalionl Traffic The Proposed Project will generate approximately 894 fewer daily trips, including 67 fewer AM peak hour trips and 77 fewer PM peak hour trips than the approved Project. The proposed 2,424 square feet of retail space will mainly serve the project residents and is not anticipated to generate additional trips. The Proposed Project would have a positive traffic impact because there will be a net traffic trip reduction compared to the approved Project. UNNies and .Serpie Systems The Proposed Project will have a positive hnpact to the utilities and service systems that serve the project because there will be 120 fewer residential units. As a result, there will be less consumption of water and less generation of wastewater and solid waste. The Proposed Project will have a positive impact on utilities and service systems compared to the approved Project. V. Summary of Findings Based on the environmental analysis, the Proposed Project will not result in any new or significant impacts that were not previously analyzed and adequately addressed in the Metro East Mixed Use Overlay Zone and First and Cabrillo Towers FIR and adopted March 19, 2007. The Proposed Project will provide 120 less residential units and 6,476 square feet of retail space less than the approved Project. As demonstrated by this Addendum: The Proposed Project does not constitute substantial changes that will require major revisions of the previous FIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously significant effects; The Proposed Project does not constitute substantial changes with respect to the circumstances under which the Proposed Project is undertaken which will require major revisions of the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previous identified significant effects; and • The Proposed Project does not constitute new information of substantial importance that show that the Proposed Project will have one of more significant effects not discussed in the 1901 Fast First Street-Addendum August 14, 2013 Page 9 75A-106 previous EIR or that the previously examined significant effects Nvill be substantially more severe than shown in the previous EIR. Therefore, pursuant to CEQA Guidelines Section 15162 and 15164, the March 19, 2007 Final EIR and this Addendum are appropriate to analyze the potential environmental effects of the Proposed Project. Considered together, the March 19, 2007 Final EIR and this Addendum satisfy the City's obligation under CEQA to evaluate and address the potential significant environmental ilupacts of the Proposed Project. The facts cited above and provided in this Addendum allow the City to use an Addendum in accordance with Section 15164(x) of the State of California CEQA Guidelines for this project. The Santa Ana City Council serves as the CEQA Lead Agency for this project. It is recommended that the Addendum be adopted as the appropriate CEQA environmental determination for the development of 254 homes and 2,424 square feet of retail space on 5.1 acres. 1901 East First Street-Addendum August 14, 2013 Page 10 75A-107 APPENDIX A Addendum Checklist 75A-108 Environmental Checklist CEQA Compliance PLANNING DIVISION Project Title: 1901 East First Street it. Project Numbers: III, Lead Agency Name and Address: City of Santa Ana. 20 Civic Center Plaza Santa Ana CA 92702 IV. Contact and Phone Number: Cynthia Eppeldauer 949-838-1234 V. Project Location: 1901 East First Street - northeast corner of First Street and Cabrillo Park Drive VI, Project Sponsor's Name and Address: Lyon Communities, 4901 Birch Street. Newport Beach CA VI. General Plan Designation: DC 3.0 - District Center VII. Zoning: C5 Metro East Mixed Use Overlay Zone 1 VIII. Description of Project: The project proposes the development of 254 muiti-family units and 2,424 square feet of retail space on a 5.1 acre site. An existing 4 level parking structure with 664 existing parking spaces will be incorporated into the project. The project proposes to construct a five-story low-rise building with 240 units against the west side of the existing parking structure. A three-story building with 14 townhomes will be constructed along the south and east sides of the parking structure. A 5,000 square foot club house and recreation deck with a swimming pool will be constructed over the southern half of the existing parking structure and eliminate approximately 137 of the existing spaces in the parking structure. Once completed, the project will provide a total of 555 parking spaces, including 527 spaces in the existing parking structure and 28 surface parking spaces throughout the site. The proposed site plan is shown in Figure 1. IX. Surrounding Land Uses and Setting: North: Multi-tenant office buildings including Kaiser Permanente medical offices, a 2-story parking structure, vacant land, multi-family housing, Cabrillo Park and single-family residences. South: Office, a private elementary school, a soccer field, and Interstate 5. West: Cabrillo Park Drive and west of Cabrillo Park Drive is the 15-story Xerox Centre office building, Interstate 5, and further west is vacant land and commercial development. East: Low rise office building adjacent to and east of the site and further east are commercial uses, including restaurants. X. Other agencies whose approval is required. The only project approvals are a development agreement amendment, vesting tentative tract map and a site plan by the City of Santa Ana. Page 1 75A-109 "' 1,, LY) lIl l/'1 W rn r- 5 N yC 4 ¦ Iq+.p1?!WIJ Yln )J11 IJbIt6.M 9 Y x RA1 15 "A8 f5 M19 tY 55 •? m Y ?? ;;?m ll\ \ 1? [i ... r nJL ? . I F i r n of 9j c cl 1 Frl -, ,; 2} 133NLS 1SHIi ?•?• ' tanltvciflvn MU n'NN H1tlON J.? ?. R I r ?a_ j -LL ' ' WMIt',.vlaYYA)?l P. MN t ? L _I x ( 75A-110 c ma LL 'i; u C r D 4 J a z® n Environmental Checklist CEQA Compliance Factors Potentially Affected: The environmental factors checked below would be potentially affected by that project, involving at least one impact that is a "Potentially Significant Impact" as indicated by the checklist on the following pages. ? Aesthetics ? Agricultural Resources ? Air Quality ? Biological Resources ? Cultural Resources ? Geology and Soils ? Hazards and Hazardous Materials ? Hydrology and Water Quality ? Land Use and Planning ? Mineral Resources ? Noise ? Population and Housing ? Public Services ? Recreation ? Transportation and Traffic ? Utilities and Service Systems ? Mandatory Findings of Significance Environmental Determination On the basis of this initial evaluation, I find that: A. ? The proposed project COULD NOT have a significant effect on the environment and a NEGATIVE DECLARATION will be prepared. B. ? Although the proposed project could have a significant effect on the environment, there will not be a significant effect in this case because revisions to the project have been made by or agreed to by the applicant. A MITIGATED NEGATIVE DECLARATION will be prepared. C. ? The proposed project MAY have a significant effect on the environment and an ENVIRONMENTAL IMPACT REPORT is required. D, ? Although the proposed project could have a significant effect on the environment, because all potentially significant effects (a) have been analyzed adequately in an earlier EIR (EIR No. - ) pursuant to applicable standards and (b) have been avoided or mitigated pursuant to that earlier EIR, including revisions or mitigation measures that are imposed upon the project, nothing further is required. E. ? Pursuant to Section 15162 of the CEQA Guidelines, an EIR (EIR No. - ) has been prepared earlier; however, subsequent proposed changes in the project and/or new information of substantial importance will cause one or more signifiicanteffects nopreviouslydiscussed, A SUBSEQUENT EIR shall be prepared. F. ? Pursuant to Section 15162 of the CEQA Guidelines, an EIR (EIR No. - ) has been prepared earlier, however, subsequent proposed changes in the project and/or new information of substantial importance will cause one or more significant effects no previously discussed. A SUBSEQUENT EIR shall be prepare \ N1\\tt? Signature Aucust8 2013 Dale Phil Martin Printed Name Page 3 75A-111 Environmental Checklist CEQA Compliance Issues & Supporting Information Sources Less Than Potentially Significantwith Less Than Significant Mitigation Significant Impact Incorporated Impact No Impact 1. Aesthetics - Would the project: A. Have a substantial adverse effect on a scenic vista? B. Damage scenic resources, including but not limited to, trees, rock outpourings and historic buildings within a state highway? C. Substantially degrade the existing visual character or quality of the site and its surroundings? D. Create a new source of substantial light or glare which would adversely affect day or nighttime views in the area? ? ? ? ? ? ? ? ? ? ? ? ? IL Agricultural Resources - In determining whether impacts to agricultural resources are significant environmental effects, lead agencies may refer to the California Agricultural Land Evaluation and Site Assessment Model prepared by the California Department of Conservation as an optional model to use In assessing Impacts on agricultural farmland. Would the project: A. Convert Prime Farmland, Unique Farmland or Farmland of Statewide Importance (Farmland) to non- agricultural use? (The Farmland Mapping and ? ? ? Monitoring Program in the California Resources Agency, Department of Conservation maintains detailed maps of these and other farmland categories) B. Conflict with existing zoning for agricultural use or a ? ? ? Williamson Contract? C. Involve other changes in the existing environment which, due to their location or nature, could individually ? ? ? or cumulatively result in loss of Farmland, to non- agricultural use? III. Air Quality - Where available, the significant criteria established by the applicable air quality management or pollution control district may be relied upon to make the following determinations. Would the project: A. Conflict with or obstruct implementation of applicable Air Quality Attainment Plan or Congestion Management ? ? ? Plan? B. Violate any stationary source air quality standard or ? ? ? Page 4 75A-112 Environmental Checklist CEQA Compliance Less Than Issues & Supporting Information Sources Potentially Significant wilh Less Than Significant Mitigation Significant Impact Incorporated Impact No Impact contribute to an existing or proposed air quality violation? C. Result in a cumulatively considerable net increase of any criteria pollutant for which the project region is non- attainment under an applicable federal or state ambient ? ? ? air quality standard (including releasing emission which exceeds quantitative thresholds for ozone precursors). D. Expose sensitive receptors to substantial pollutant ? ? ? concentrations? E. Create objectionable odors affecting a substantial number ? ? ? of people? IV. Biological Resources -Would the project: A. Have a substantial adverse impact, either directly or through habitat modifications, on any species identified as a candidate, sensitive or special status ? ? ? species in local or regional plans, policies or regulations or by the California Department of Fish and Game or U.S. Fish and Wildlife Services? S. Have a substantial adverse impact on any riparian habitat or natural community identified in local or regional plans, policies, and regulations or by the ? ? ? California Department of fish and Game or U.S. Fish and Wildlife Service? C. Adversely impact federally protected wetlands (including, but not limited to, marsh, vernal pool, coastal, etc.) either individually or in combination with ? ? ? the known or probable impacts of other activities through direct removal, filling hydrological interruption, or other means? D. Conflict with any local policies or ordinances protecting biological resources, such as tree ? ? ? preservation policy or ordinance? E. Implementation of the proposed project would not result in a potential reduction in nesting opportunities for ? ? ? resident and migratory avian species of special concern? Page 5 75A-113 Environmental Checklist CEQA Compliance Less Than Issues & Supporting Information Sources Potentially Significant with Less Than Significant Mitigation Significant Impact Incorporated Impact No Impact V. Cultural Resources -Would the project: A. Cause a substantial adverse change in the significance of a historical resource as defined in Section 15064.5? B. Cause a substantial adverse change in the significance of a unique archaeological resource pursuant to define Seclion 15064.5? C. Directly or indirectly disturb or destroy a unique paleontological resource or site? D. Disturb any human remains, including those interred outside of formal cemeteries? VI. Geology and Soils -Would the project: A. Expose people or structures to potential substantial adverse effects, including the risk of loss, injury, or death involving: 1. Rupture of a known earthquake fault, as delineated on the most recent Alquisl-Priolo Earthquake Fault Zoning map issued by the Slate Geologist for the area or based on other substantial evidence of a known fault? 2. Strong seismic ground shaking? 3. Seismic-related ground failure, including liquefaction? 4. Landslides? B. Would the project result in substantial soil erosion or the loss of topsoil? C. Would the project result in the loss of a unique geologic feature? D. Is the project located on strata or soil that is unstable or that would become unstable as a result of the project and potentially result in on- or off-site landslide, lateral spreading, subsidence, liquefaction, or collapse? E. Where sewers are not available for the disposal of Page 6 ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? 75A-114 r?'t Environmental Checklist CEQA Compliance Less Than Issues & Supporting Information Sources Potentially Significant with Less Than Significant Mitigation Significant Impact Incorporated Impact No Impact wastewater, is the soil capable of supporting the use of septic tanks or alternative wastewater disposal systems? VII. Hazardous and Hazardous Materials-Would the project: A. Create a significant hazard to the public or the environment through the routine transport, use or ? ? ? disposal of hazardous materials? B. Emit hazardous emissions or handle hazardous or acutely hazardous materials, substance or waste ? ? ? within one-quarter mile of an existing or proposed school? C. Be located on a site which Is located on a list of hazardous materials sites compiled pursuant to Government Code Section 659662.5 and, as a result, ? ? ? would it create a significant hazard to the public or the environment? D. For a project located within an airport land use plan or where such a plan has not been adopted, within two miles where of a public airport or public use airport, ? ? ? would the project result in a safety hazard for people residing or working in the project area? E. For a project within the vicinity of a private airstrip, would the project result in a safety hazard for people residing or ? ? ? working in the project area? F. Would the project expose people or structures to a significant loss, injury, or death involving wildland fires, including where wildlands are adjacent to urbanized ? ? ? areas or where residences are intermixed with wildlands? G. Would the project impair implementation of or physically interfere with an adopted emergency response plan or ? ? ? emergency evacuation plan? VIII. Hydrology and Water Quality- Would the project: A. Violate Regional Water Quality Control Board water ? ? ? quality standards or waste discharge requirements? Page 7 75A-115 Environmental Checklist CEQA Compliance Less Than Issues & Supporting Information Sources Potentially Significant with Less Than Significant Mitigation Significant Impact Incorporated Impact No Impact B. Substantially deplete groundwater supplies or interfere substantially with groundwater recharge such that there would be a net deficit In aquifer volume or a lowering of the local groundwater table level (i.e., the production ? ? ? 19 rate of pre-existing nearby wells would drop to a level which would not support existing land uses or planned uses for which permits have been granted)? C. Substantially alter the existing drainage pattern of the site or area, including through the alteration of the ? ? ? course of stream or river, in a manner, which would result in substantial erosion or siltation on or off-site? D. Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of stream or river, or substantially increase the ? ? ? rate or amount of surface runoff in a manner, which would result in flooding on or off- site? E. Create or contribute runoff water which would exceed the capacity of existing or planned stormwater drainage ? ? ? systems or provide substantial additional sources of polluted run-off? F. Otherwise substantially degrade water quality? ? ? ? G. Place housing within a 100-year floodplain, as mapped on a federal Flood Hazard Boundary or Flood ? ? ? Insurance Rate Map or other flood hazard delineation map? H. Place within a 100-year floodplain structures which ? ? ? would impede or redirect flood flows? 1. Expose people or structures to a significant risk of loss, injury or death involving flooding, including flooding as ? ? ? a result of failure of a levee or dam? J. Inundation by seiche, tsunami, or mudflow? ? ? ? IX. Land Use and Planning - Would the project: A. Physically divide an established community? ? ? ? B. Conflict with any applicable land use plan, policy, or ? ? ? regulation of an agency with jurisdiction over the Page 8 75A-116 Environmental Checklist CEQA Compliance Less Than Issues & Supporting Information Sources Potentially Significant vdth Less Than Significant Mitigation Significant Impact Incorporated Impact No Impact project (including, but not limited to the general plan, specific plan, local coastal program, or zoning ordinance) adopted for the purpose of avoiding or mitigating an environmental effect? C. Conflict with any applicable habitat conservation plan ? ? ? or natural community conservation plan? X. Mineral Resources -Wouldtheproject: A. Result in the loss of availability of a locally- important mineral resource recovery site delineated on a local ? ? ? general plan, specific plan, or other land use plan? XI. Noise-Would the project result in: A. Exposure of persons to or generation of noise levels In excess of standards established in the local general ? ? ? plan or noise ordinance, or applicable standards of other agencies? 6. Exposure of persons to or generation of excessive ? ? ? 19 groundborne vibration or groundborne noise levels? C. A substantial permanent increase in ambient noise levels in the project vicinity above levels existing without the ? ? ? project? D. A substantial temporary or periodic increase in ambient noise levels in the project vicinity above levels existing ? ? ? without project? E. For a project located within an airport land use plan or where such a plan has not been adopted, within two miles of a public airport or public use airport, would the ? ? ? project expose people residing or working in the project area to excessive noise levels? XII. Population and Housing - Would the project: A. Induce substantial population growth in an area, either directly (for example, by proposing new homes and ? business) or indirectly (for example, through extension El El N of roads or other infrastructure)? 8. Displace substantial numbers of existing housing, ? ? ? necessitating the construction of replacement housing Page 9 75A-117 Environmental Checklist CEQA Compliance Less Than Issues & Supporting Information Sources Potentially Significant Significant with Mitigation Less Than Significant Impact Incorporated Impact No Impact elsewhere? C. Displace substantial numbers of people, necessitating ? ? ? the construction of replacement housing elsewhere? XIII. Public Services A. Would the project result in substantial adverse physical impacts associated with the provision of new or physically altered governmental facilities, need for new or physically altered governmental facilities, the construction of which could cause significant environmental impacts, in order to maintain acceptable service rations, response times or other performance objectives for any of the public service: 1. Fire protection? ? ? ? 2. Police protection? ? ? ? 3. Schools? ? ? ? 4. Parks? ? ? ? 5. Other public facilities? ? ? ? XIV. Recreation A. Would the project increase the use of existing neighborhood and regional parks or other recreational ? ? ? facilities such that substantial physical deterioration of the facility would occur or be accelerated? B. Does the project include recreational facilities or require the construction or expansion of recreational ? ? ? facilities which might have an adverse physical effect on the environment? XV. Transportation/ Traffic A. Cause an increase in traffic which is substantial in relation to the existing traffic load and capacity of the street system (i.e., result in a substantial increase in ? ? ? either the number of vehicle trips, the volume to capacity ration on roads, or congestion at intersections)? Page 10 75A-118 Environmental Checklist CEQA Compliance Issues & Supporting Information Sources Less Than Potentially Significantwitb Less Than Significant Mitigation Significant Impact Incorporated Impact No Impact B. Exceed, either individually or cumulatively, a level of service standard established by the county congestion management agency for designated roads or highways? C. Result in a change in air traffic patterns, including either an increase in traffic levels or a change in location that results in substantial safety risks? D. Substantially Increase hazards to a design feature (e.g., sharp curves or dangerous intersections) or incompatible uses (e.g., fans equipment)? E. Result in Inadequate emergency access? F. Result in inadequate parking capacity? G. Conflict with adopted policies supporting alternative transportation (e.g., bus turnouts, bicycle racks)? XVI. Utilities and Service Systems A. Exceed wastewater treatment requirements of the applicable Regional Water Quality Control Board? B. Require or result in the construction of new water or wastewater treatment facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? C. Require or result in the construction of new storm water drainage facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? D. Are sufficient water supplies available to serve the project from existing entitlements and resources or are new or expanded entitlements needed? E. Result in the determination by the wastewater treatment provider which serves or may serve the project that it has adequate capacity to serve the project's projected demand in addition to the provider's existing commitments? F. Is the project served by a landfill with sufficient permitted capacity to accommodate the project's sold Page 11 ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? 75A-119 Environmental Checklist CEQA Compliance Issues & Supporting Information Sources Less Than Potentially Significant with Significant Mitigation Impact Incorporated Less Than Significant Impact No Impact waste disposal needs? G. Comply with federal, state and local statutes and ? ? ? regulations related to solid waste? XVII. Mandatory Findings of Significance A. Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, ? ? ? reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? B. Does the project have impacts that are individually limited but cumulatively considerable? ("Cumulatively considerable" means that the incremental effects of a ? ? ? project are considerable when viewed in connection with the effects of past projects, effects of other current projects and the effects of probable future projects.) C. Does the project have environmental effects which will cause substantial adverse effects on human beings, ? ? ? either directly or indirectly? References A. Metro East Mixed Use Overlay Zone, Final EIR, March 2007, Volume I. B. Metro East Mixed Use Overlay Zone, First and Cabrillo Towers Project, Final EIR, March 2007, Volume 11. Page 12 75A-120 APPENDIX B Air Quality/ Greenhouse Gas Report 75A-121 AIR QUALITY and GREENHOUSE GAS EMISSIONS IMPACT ANALYSIS 1901 EAST FIRST STREET CITY OF SANTA ANA, CALIFORNIA Giroux & Associates 1820 E Garry St., #211 Santa Ana, CA 92705 Prepared for: Phil Martin & Associates Attn: Phil Martin 3002 Dow Avenue, Suite 122 Tustin, CA 92780 Date: August 8, 2013 Project No.: P13-024A 75A-122 INTRODUCTION The proposed 1901 East First Street project proposes the development of 343,675 square feet of residential use (254 units) and 2,424 square feet of retail space on a 5.1 acre site at the northeast corner of First Street and Cabrillo Park Drive. The project proposes to construct two five-story low-rise buildings totaling 240 units on the west side of the existing 4 level parking structure. Fourteen three-story townhomes will be constructed along the south and east sides of the parking structure. This report calculates the air quality and greenhouse gas (GHG) emissions from the proposed action using the currently approved California Emissions Model (CaIEEMod). Air pollution emissions from project construction and operation are compared to SCAQMD CEQA significance thresholds. There are no adopted GHG significance thresholds for CEQA Purposes and the City of Santa Ana has not yet adopted a climate action plan (CAP). The SCAQMD has developed advisory thresholds which are used as a benchmark for analyzing GHG emissions significance. As noted in the following analysis, the limited scope of the proposed project does not cause any significance thresholds to be exceeded for either construction of operations. However, because of the non-attainment status of the air basin for photochemical smog and particulate matter, the use of reasonably available control measures is recommended for project construction activities. AIR QUALITY IMPACT STANDARDS OF SIGNIFICANCE Air quality impacts are considered "significant" if they cause clean air standards to be violated where they are currently met, or if they "substantially" contribute to an existing violation of standards. Any substantial emissions of air contaminants for which there is no safe exposure, or nuisance emissions such as dust or odors, would also be considered a significant impact. Appendix G of the California CEQA Guidelines offers the following five tests of air quality impact significance. A project would have a potentially significant impact if it: a. Conflicts with or obstructs implementation of the applicable air quality plan. b. Violates any air quality standard or contributes substantially to an existing or projected air quality violation. c. Results in a cumulatively considerable net increase of any criteria pollutants for which the project region is non-attainment under an applicable federal or state ambient air quality standard (including releasing emissions which exceed quantitative thresholds for ozone precursors). d. Exposes sensitive receptors to substantial pollutant concentrations. e. Creates objectionable odors affecting a substantial number of people. I•TII E I'SI AQ 75A-1 23 Primary Pollutants Air quality impacts generally occur on two scales of motion. Near an individual source of emissions or a collection of sources such as a crowded intersection or parking lot, levels of those pollutants that are emitted in their already unhealthful form will be highest. Carbon monoxide (CO) is an example of such a pollutant. Primary pollutant impacts can generally be evaluated directly in comparison to appropriate clean air standards. Violations of these standards where they are currently nnet, or a measurable worsening of an existing or future violation, would be considered a significant impact. Many particulates, especially fugitive dust emissions, are also prinnary pollutants. Because of the non-attainment status of the South Coast Air Basin (SCAB) for PM-10, an aggressive dust control program is required to control fugitive dust during project construction. Secondary Pollutants Many pollutants, however, require tine to transform from a more benign form to a more unhealthful contaminant. Their impact occurs regionally far from the source. Their incremental regional impact is minute on an individual basis and cannot be quantified except through complex photochemical computer models. Analysis of significance of such emissions is based upon a specified amount of emissions (pounds, tons, etc.) even though there is no way to translate those emissions directly into a corresponding ambient air quality impact. Because of the chemical complexity of primary versus secondary pollutants, the SCAQMD has designated significant emissions levels as surrogates for evaluating regional air quality impact significance independent of chemical transformation processes. Projects with daily emissions that exceed any of the following emission thresholds are recommended by the SCAQMD to be considered significant tinder CEQA guidelines. Daily Emissions Thresholds Pollutant Construction Operations ROG 75 55 NOx 100 55 CO 550 550 PM-10 lS0 150 PM-2.5 55 55 sox 150 150 Lead 3 3 Source: SCAQMD CEQA Air Quality Handbook, November, 1993 Rev. Phil E 1' St AQ 75A-124 CONSTRUCTION ACTIVITY IMPACTS Dust is typically the primary concern during construction of new homes and infrastructure. Because such emissions are not amenable to collection and discharge through a controlled source, they are called "fugitive emissions." Emission rates vary as a function of many parameters (soil silt, soil moisture, wind speed, area disturbed, number of vehicles, depth of disturbance or excavation, etc.). These parameters are not known with any reasonable certainty prior to project development and may change from day to day. Any assignment of specific parameters to an unknown future date is speculative and conjectural. Because of the inherent uncertainty in the predictive factors for estimating fugitive dust generation, regulatory agencies typically use one universal "default" factor based on the area disturbed assuming that all other input parameters into emission rate prediction fall into midrange average values. This assumption may or may not be totally applicable to site-specific conditions on the proposed project site. As noted previously, emissions estimation for project- specific fugitive dust sources is therefore characterized by a considerable degree of imprecision. Average daily PM-10 emissions during site grading and other disturbance average about 10 pounds per acre. This estimate presumes the use of reasonably available control treasures (RACMs). The SCAQMD requires the use of best available control measures (BACMs) for fugitive dust from construction activities. With the use of BACMs, fugitive dust emissions can be reduced to 1-2 pounds per day per acre disturbed. Current research in particulate-exposure health suggests that the most adverse effects derive from ultra-small diameter particulate matter comprised of chemically reactive pollutants such as sulfates, nitrates or organic material. A national clean air standard for particulate matter of 2.5 microns or smaller in diameter (called "PM-2.5") was adopted in 1997. A limited amount of construction activity particulate matter is in the PM-2.5 range. PM-2.5 emissions are estimated to comprise 10-20 percent of PM-10. In addition to fine particles that remain suspended in the atmosphere scinkindefinitely, construction activities generate many larger particles with shorter atmospheric residence times. This dust is comprised mainly of large diameter inert silicates that are chemically non-reactive and are further readily filtered out by human breathing passages. These fugitive dust particles are therefore more of a potential soiling nuisance as they settle out on parked cars, outdoor furniture or landscape foliage rather than any adverse health hazard. Exhaust emissions will result from on and off-site heavy equipment. The types and numbers of equipment Will vary among contractors such that such emissions cannot be quantified with certainty. Demolition and grading activities will shift towards construction and paving, etc. The CalEEMod was developed by the SCAQMD and provides a model to calculate both construction emissions and operational emissions from a residential land use project. It calculates both the daily maximum and annual average emissions for criteria pollutants as well as total or annual greenhouse gas (GHG) emissions. The CalEEMod 2011.1.1 computer model was I'm G 1- S4 Ap - J 75A-125 used to calculate emissions from the prototype construction equipment fleet and schedule anticipated by CalEEMod for a residential land use consisting of 254 condo/townhouse units and 2,400 square feet of retail space as shown below. The equipment fleet shown is CalEEMod'S default fleet a project of this size. CaIEEMod Equipment Fleet 2 Excavators Demolition 72,000 sf (20 Days) 2 Dozers I Concrete Saw I Excavator Grading 2,017 CY Export I Dozer (30 (lays) I Grader 3 Tractor/Loader/Backhoes 1 Crane 3 Forklifts Construction (230 (lays) 1 Generator Set 3 Tractor/Loader/Backhoes I Welder 2 Pavers Paving 0 2 Paving equipment (2 days) 2 Rollers Utilizing this indicated equipment fleet the following worst case daily emissions were calculated by CalEEMod. The oft-road equipment emissions load factors were adjusted in CalEEMod to account for a 33 percent reduction attributable to overestimation of load factors, which CARB has indicated to be appropriates Construction Activity Emissions Maximum Daily Emissions (pounds/day) Maximal Construction Emissions ROG NOx CO SO: PM-10 PM-2.5 2014 Unmitigated 6.1 493 32.9 0.1 14.2 5.2 Mitigated 6.1 49.3 32.9 0.1 11.6 3.2 2015 Unmitigated 51.6 27.4 31.6 0.1 4.7 2.0 ' In September 2010, the CARB announced that its methods used to estimate the load factor for off-road equipment were incorrect and led to an overestimate of emissions by a factor of 33 percent. CARB is currently revising their emissions model, a modified OFFROAD which has not yet been released. CalEEMod is based on the historical OFFROAD. xi Erst aQ 75A-126 Mitigated 51.6 27.4 3 L6 0.1 4.7 2.0 SCAQMD Thresholds 75 100 550 I50 150 55 Peak daily construction activity emissions are estimated be below SCAQMD CEQA thresholds without the need for added mitigation. The only model-based mitigation measured applied for this project was watering exposed dirt surfaces at least three times per day as required per SCAQMD Rule 403 (Fugitive Dust), to minimize the generation of fugitive dust. LOCALIZED SIGNIFICANCE THRESHOLDS The SCAQMD has developed analysis parameters to evaluate ambient air quality on a local level in addition to the more regional emissions-based thresholds of significance. These analysis elements are called Localized Significance Thresholds (LSTs). LSTs were developed in response to Governing Board's Environmental Justice Enhancement Initiative 1-4 and the LST methodology was provisionally adopted in October 2003 and formally approved by SCAQMD's Mobile Source Committee in February 2005. Use of an LST analysis for a project is optional. For the proposed project, the primary source of possible LST impact would be during construction. LSTs are applicable for a sensitive receptor where it is possible that an individual could remain for 24 hours such as a residence, hospital or convalescent facility. LST screening tables are available for 25, 50, 100, 200 and 500 meter source-receptor distances. For this project the nearest sensitive use would be the residences southeast of the project site at approximately 1200 feet from the closest site perimeter along Moir Court, and therefore, as a conservative approach, the receptor distance of 200 meters was selected for analysis. LSTs are only applicable to the following criteria pollutants: oxides of nitrogen (NOx), carbon monoxide (CO), and particulate matter (PM-10 and PM-2.5). LSTs represent the maximum emissions from a project that are not expected to cause or contribute to an exceedance of the most stringent applicable federal or state ambient air quality standard, and are developed based on the ambient concentrations of that pollutant for each source receptor area and distance to the nearest sensitive receptor. The SCAQMD has issued guidance on applying CalEEMod to LSTs. LST pollutant screening level concentration data is currently published for 1, 2 and 5 acre sites for varying distances. Since CaIEEMod calculates construction emissions based on the number of equipment hours and the maximum daily soil disturbance activity possible for each piece of equipment, the following tables should be used to determine the maximum daily disturbed-acreage for comparison to LSTs. Maximum Daily Disturbed Acreage 1 ni nient Type Acresl8-hr-day Tractor 0.5 Graders 0.5 1.1 F 1'SI.AO .6- 75A-127 Rubber Tired Dozers 0.5 Scrapers Based on this table, the proposed will result in a maximum of l acre disturbed during peak construction grading activity (1 dozer x 0.5 + I grader x 0.5 = I acres disturbed). Per LST guidance, only on-site construction activity is considered in the LST analysis. On-site construction emissions are provided in the CalEEMod output files and do not include sources such as on-road haul, worker commuting or vendor delivery emissions. Therefore, the following thresholds and emissions are determined (pounds per day). LST and Project Emissions CO NOx PM-10 PM-2.5 LST Thresholds Centrnl Orange County 1 acre 200 meters 2,109 123 60 22 Max On-Site Emissions Demolition Unmitigated 25 42 6 2 Mitigated 25 42 3 2 Grading Unmitigated 20 31 8 5 Mitigated 20 3l 4 3 onstruction L nmiti ated 19 25 2 iti ted 19 25 2 2 CalEEMod Output in Appendix (maximum mitigated emissions from on-site construction) LSTs were compared to the maximum daily construction activities. As seen above, emissions are below the LST for construction. The only mitigation measure applied was the following dust suppression measure: • Water exposed surfaces at least 3 titres per day for fugitive dust suppression Facilities such as churches are not included in the definition of sensitive receptor because church employees do not typically remain on site for a full 24 hours, but are present for shorter periods of time, such as eight hours. However, by applying a 24-hour standard for pollutants with shorter averaging periods, such as N02 and CO, LSTs could also be applied to these receptors since it is reasonable to assume that an employee at these sites could be present for periods of one to eight hours. The Orange County Southern Baptist Church is immediately east of the site. Therefore, comparing LSTs for CO and NOx for a source receptor distance of 25 meters would provide the comparison (pounds per day). Again, LST emissions are much less than significance thresholds. IAIIE VSL AQ -l 75A-128 LST and Project Emissions Church Uses (pounds/day) Allowable LST Emissions 25 CO NOx meters, I acre 485 81 Max Ou-Site Emissions Demolition Unmitigated 25 42 Mitigated 25 42 Grading Unmitigated 20 31 Mitigated 20 31 Construction Unmitigated 19 25 Mitigated 19 25 CalEEMod Output in Appendix (maximum mitigated emissions from on-site construction) OPERATIONAL IMPACTS Project uses would generate 1,067 daily trips utilizing trip generation numbers provided by the project traffic consultant. Uses with a residential component also generate small quantities of area source emissions derived from organic compounds from cleaning products, landscape maintenance, etc. The contribution of this source is small and is incorporated in the analysis below. Operational emissions for proposed uses were calculated using CaIEEMOd2011. 1.1 for an assumed project build-out year of 2016. The table below shows operational emissions for the proposed residential and retail uses and assumes inclusion of gas hearths rather than wood burning fireplaces. The project would not cause any operational emissions to exceed their respective SCAQMD CEQA significance thresholds. Operational emissions impacts are judged to be less than significant. Daily Operational Impacts (254 Units and 2,400 square feet Retail use, 1,067 Daily Trips) O erationat Emissions Ibs/da Source ROG NOx CO SO= PM-10 PM-2.5 C02 Area 6.8 0.3 21.5 0.0 0.4 0.4 4,909.4 Ener 0.2 1.6 0.7 0.0 0.1 0.1 2,112.0 Mobile 7.3 13.2 71.7 0.2 17.7 1.3 14,066.6 Total 14.3 15.1 94.1 0.2 18.2 1.8 21,088.0 SCAQMD Threshold 55 55 550 150 150 55 - Exceeds Threshold? No No No No No No NA Source: CaIEEMod Output in Appendix MI F. PSI AQ -8- 75A-129 CONSTRUCTION EMISSIONS MITIGATION As identified above, construction activities are not anticipated to cause dust emissions to exceed SCAQMD CEQA thresholds. Nevertheless, mitigation through enhanced dust control measures is recommended for use because of the non-attainment status of the air basin, Recommended mitigation includes: Fugitive Dust Control • Apply soil stabilizers or moisten inactive areas. • Prepare a high wind dust control plan. • Address previously distrvbed areas if subsequent construction is delayed. • Water exposed surfaces as needed to avoid visible dust leaving the construction site (typically 3 times/day). • Cover all stock piles with tarps at the end of each day or as needed. • Provide water spray diving loading and unloading of earthen materials. • Minimize in-out traffic from construction zone • Cover all trucks hauling dirt, sand, or loose material and require all trucks to maintain at least two feet of freeboard • Sweep streets daily if visible soil material is carried out from the construction site Similarly, construction activity ozone precursor emissions (ROG and NOx) are calculated to be below SCAQMD CEQA thresholds. However, because of the non-attainment for photochemical smog, the use of reasonably available control measures for diesel exhaust is recommended. Combustion emissions control includes: Exhaust Emissions Control • Utilize well-tuned off-road construction equipment. • Establish a preference for contractors using Tier 3 or better heavy equipment. • Enforce 5-minute idling limits for both on-road bucks and off-road equipment. OPERATIONAL EMISSIONS MITIGATION Operational emissions would not exceed their respective SCAQMD significance thresholds with the following mitigation measure: Utilize gas hearths rather than wood burning fireplaces for any residential use. M1 a 1'sl AQ 75A-130 GREENHOUSE GAS EMISSIONS "Greenhouse gases" (so called because of their role in trapping heat near the surface of the earth) emitted by human activity are implicated in global climate change, commonly referred to as "global warming." These greenhouse gases contribute to an increase in the temperature of the earth's atmosphere by transparency to short wavelength visible sunlight, but near opacity to outgoing terrestrial long wavelength heat radiation in some parts of the infrared spectrum. The principal greenhouse gases (GHGs) are carbon dioxide, methane, nitrous oxide, ozone, and water vapor. For purposes of planning and regulation, Section 15364.5 of the California Code of Regulations defines GHGs to include carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons and sulfur hexafluoride. Fossil fuel consumption in the transportation sector (on-road motor vehicles, off-highway mobile sources, and aircraft) is the single largest source of GHG emissions, accounting for approximately half of GHG emissions globally. Industrial and commercial sources are the second largest contributors of GHG emissions with about one-fourth of total emissions. California has passed several bills and the Governor has signed at least three executive orders regarding greenhouse gases. GHG statues and executive orders (EO) include AB 32, SB 1368, EO S-03-05, EO S-20-06 and EO S-01-07. AB 32 is one of the most significant pieces of environmental legislation that California has adopted. Among other things, it is designed to maintain California's reputation as a "national and international leader on energy conservation and environmental stewardship." It will have wide-ranging effects on California businesses and lifestyles as well as far reaching effects on other states and countries. A unique aspect of AB 32, beyond its broad and wide-ranging mandatory provisions and dramatic GHG reductions are the short time frames within which it must be implemented. Major components of the AB 32 include: • Require the monitoring and reporting of GHG emissions beginning with sources or categories of sources that contribute the most to statewide emissions. • Requires immediate "early action" control programs on the most readily controlled GHG sources. • Mandates that by 2020, California's GHG emissions be reduced to 1990 levels. • Forces an overall reduction of GHG gases in California by 25-40%, from business as usual, to be achieved by 2020. • Must complement efforts to achieve and maintain federal and state ambient air quality standards and to reduce toxic air contaminants. Statewide, the framework for developing the implementing regulations for AB 32 is under way. Maximum GHG reductions are expected to derive from increased vehicle fuel efficiency, from greater use of renewable energy and from increased structural energy efficiency. Additionally, through the California Climate Action Registry (CCAR now called the Climate Action Reserve), IWTE YSLAQ -11, 75A-131 general and industry-specific protocols for assessing and reporting GHG emissions have been developed. GHG sources are categorized into direct sources (i.e. company owned) and indirect sources (i.e. not company owned). Direct sources include combustion emissions from on-and off-road mobile sources, and fugitive emissions. Indirect sources include off-site electricity generation and non-company owned mobile sources. Greenhouse Gas Emissions Significance Thresholds In response to the requirements of S1397, the State Resources Agency developed guidelines for the treatment of GHG emissions under CEQA. These new guidelines became state laws as part of Title 14 of the California Code of Regulations in March, 2010. The CEQA Appendix G guidelines were modified to include GHG as a required analysis element. A project would have a potentially significant impact if it: • Generates GHG emissions, directly or indirectly, that may have a significant impact on the environment, or, • Conflicts with an applicable plan, policy or regulation adopted to reduce GHG emissions. Section 15064.4 of the Code specifies how significance of GHG emissions is to be evaluated. The process is broken down into quantification of project-related GHG emissions, making a determination of significance, and specification of any appropriate mitigation if impacts are found to be potentially significant. At each of these steps, the new GHG guidelines afford the lead agency with substantial flexibility. Emissions identification may be quantitative, qualitative or based on performance standards. CEQA guidelines allow the lead agency to "select the model or methodology it considers most appropriate." The most common practice for transportation/combustion GHG emissions quantification is to use a computer model such as CalEEMod, as was used in the ensuing analysis. The significance of those emissions then must be evaluated; the selection of a threshold of significance must take into consideration what level of GHG emissions would be cumulatively considerable. The guidelines are clear that they do not support a zero net emissions threshold. If the lead agency does not have sufficient expertise in evaluating GHG impacts, it may rely on thresholds adopted by an agency with greater expertise. On December 5, 2008 the SCAQMD Governing Board adopted an Interim quantitative GHG Significance Threshold for industrial projects where the SCAQMD is the lead agency (e.g., stationary source permit projects, rules, plans, etc.) of 10,000 Metric Tons (MT) CO2 equivalent/year. In September 2010, the Working Group released revisions which recommended a threshold of 3,500 MT COze for residential projects. This 3,500 MT/year recommendation has been used as a guideline for this analysis. Some jurisdictions have adopted a numerical annual GHG emissions level as a CEQA threshold of significance. Others have taken the numerical threshold to be an indicator level that signals a requirement for incorporating reasonable and feasible enhanced "greed" building practices withal formal adoption of an absolute significance standard. IM E I-S%AV n- 75A-132 Construction Activity GHG Emissions The build-out timetable for this project is estimated by CaIEEMod to be between l and 2 years. During project construction, the CaIEEMod computer model predicts that the construction activities will generate the annual C02(e) emissions identified below. Construction Emissions (Metric Tons C02(0) C02(e Year 2014 690.3 Year 2015 95.2 Overall Total 785.5 Amortized 26.2 •CaIEEMod Output provided in appendix SCAQMD GHG emissions policy from construction activities is to amortize emissions over a 30-year lifetime. The amortized level is also provided. GHG impacts from construction are considered individually less-than-significant. Project Operational GHG Emissions The input assumptions for operational GHG emissions calculations, and the GHG conversion from consumption to annual regional C02(e) emissions are summarized in the CaIEEMod output files found in the appendix of this report. The total operational and annualized construction emissions are identified below. Operational Emissions Consumption Source MT C02(e) tons! ear Area Sources 172.1 Etter Utilization 673.4 Mobile Source 1644.1 Solid Waste Generation 54.3 Water Consumption 112.9 Annualized Construction 26.2 Total 2,683.0 Total project GHG emissions are less than the proposed significance threshold of 3,500 MT. GHG emissions for the proposed project are less than significant. IWIEI- SS AQ -12- 75A-133 APPENDIX I'M E 1' SL AQ CaIEEMod2011.1.1 Computer Model Output 13. 75A-134 m N N n N W c 0 W c p 3 E b 0 N 0 W W m U 0 Lo O w W W m U N C R Q ? c C C Q y C r 7 y O d U ( b . 0 IL u U ?a L U O r T qC EE 0 U ? , Q YJ c :o y ; °o 3 0 N ? N ^! T A O N P N ? N 9 b ? ° n 9 N D 'y U C y { 3 a i . p m .. . d u C ° E o a o t O ' ?. r c c 3 vi W C L q '] No b 01 U U N ? J O c B E 7 0 ? r N U M d ?? pp J r I r C 0 _rn C E . W v m 0 4L 0 0 15 c O U N N O 75A-135 N O d a N O Y m N O M N v ui 0 O LL M c G 12 U c 2 N O U O E W O 4 O d G ; LL n p O A E 10 5 C t; 2 h l U' E o :Q O H U > c r ? Q N = •H E W N C V d L U C O N fV U '? m h N 8 ?8 Z d m U" U -, h o m .m n fI ' m . o m0 ' ?^ y U Z ,p • m m ? N U o '8 d ;o W: ?m ? 6 y m ? E r 'O e IL d me R a r u'a N V a % N •N Y O Z Y ?O V ? o t • u, ° 11 Y N ' N F- N 75A-136 C V V y C O V rv N G C U r '2 ? r n 'R 0 U y W U .. . a '0 0 2 2 a q U ' O F ? ? U o a o. • m 'O ZU $ ?m .y d N U . o ?m e b m c h ? "f ?LL' ?O y . 0 2N ?O e LL 0 a Yg, 'o ry q? µ y N N O O ?N b V 6 ;o e 2 d .y C T N F°- C c !O+ ` d d ? 0 A m r ? E 0 G N ? ?O ?m d V ' ,Y O o 2 0 ;d ,d ;d 6 U N U ? m : ? ? •'l N ' qy q t] y m :?° :'C 'ry 'm u f • . . N ... ... ... A LN •,? •$ e ZU ?rS .N N m m .N 'o p m •N ?o 'O 'S .- erv b m ? 'H N N . w 4 q? w ;o 4 4 Yy O •? LL d 4 a 4- $ 10 •a .o 4 l? ? u . . a` Y 4 w g g i U v i ? o ? of z V 75A-137 N N O m A O 0 A N CL O m O Cl tV c b d ? O ' : N u ?? ;y ? m b .L. p i 2 'o .r rm • ' U 0 o a o ;o :o ri ? ? N U ? n '? , e •n w •b r b - N F • 1 b n zc?i' n '? '$ .g :m $ U N •O O 'o ? 'y m- . . . ....... ? ... ... . . h n mg ° Din °o 'OO 'g• ?n 2? W 'O IL 6h o ,o ;oi ,o 'g° LL 'OO •o 'Oo ? ° O .-L ` ..L .. ?o LL O N O q •? •y U . i L o .. ... .. - . z. c; cs ? •O r O K d Q C O v a C 0 U O M 75A-138 C u H C Q U v d e •a° m a M Q d a 3 N O Q 0 N C O O E d N M C C C E c Or ° ?e a O ;g Z o ,o U o 4 0 0 • O U o • r ?y .1 g d ;o a do 8 ?? n m ZU ;o Y e U •o m fig' a ?o ar ;o Q Wd i LLd £a o : o °o LL a N m ;$ v •N "? ? 'p O z ,o o rc ;o O ' e a v C u b C U 1 V A r E M U N ,O O $ $ 00 2 0 o 'o R U O c e N O ? N ' fl „ R q 1 ; b0 m 0 'Om 'n t Zo N p N . q. m a? 2 W? 'e N O p O IL LL ? 'g a 'o u'; a •o 'e c o fee o ;8 ;g o w O- 8 'O 4 m O O O 'O ;0 o .e O ;o v Z O .F . tt' ,o e O N N w O N 75A-139 O N G O i7 .Q E o" N M l I U N t0 O U ?a r z ;o 2 R U 40 0 U .r ry y a 0 ;> N r 2V ° O b m N? e ?F U d LL 3 F a ;? ? 9 ? u° 0 N ;g N ;O o a Z O e LL s C O U 7 C U d m 6 N N q U 4 O . . °o °o g Z ;a U N U N •° mm Z N U S m O aF ?N ><y o w 'N ,g ; Q w? LL 6 ' aig ° r"o u'4 O o 'S N ;O U .S U Z.- c C ' ° C o o N O O 75A-140 N O a N 01 C Lo C) C) M M C c E c U N 2 I ° 'O U o Lo O F ? e U e Y Y O p N r i N U d m n o n e e 4.f ? ° .c e uy? 4 4 2? o LL4: o_ 'Q a Fo zy 0 ;o ' 2? e o w a O N U •N R i . O Z v 0 rc j . . r o ?? o •o C u t c O U v m E c U L o . $ 'o '0 0 2 U ,d ,o O ? r} y Oi , N F • i y y do ZO Z 8 ' ° m ? 5 e?? o a ?N m LL d i o S " ,o ,o 0 a ?1 uu ° mF un o , o p $ W U p 2 R ? o 75A-141 N N O Q N OI C 0 lh M 2 V .v °a N Z ;O O U U O F- . ? bO . OO .p N 2U G ;? i N : U g d m 1= a , ' Q? O N O o 4 4 a a ;o ?o a 4 w a' N ;O ? o U ' -1 O ? S ? .C c 2 ?r F U- 'O IL Q V 2 C U d O C C p, ,N . z . ;d g U 0 o o ,0 O ? U ? m A ,N F y y C ('1 ' g ' C1 i U N ? CI N U U °? 1 g o m-- 2,2 g IN . g wa 8 :g 'g m? LL d ^B ? 'B a ' o e e 0 nt- o ,o ,0 0 Fe za :d p° :g g LL ? Q .g .g VJ ; ° Y c5 6 Z ;O .g ?- c ;o ;o Z a U m 75A-142 N O O 0 N C O u N C O U rn c v m a M 19 C c 32 c Y n N Q N u g O g i o V c e A U g 3 0 F a N y YI g 2 U ? N U O O a m N -? b S' 6f-- ?b y W4 LH a? LL6' a?- je b N? d °1 b LLq. O w o R U x r Z ? O ? g q f g ? A d 2 C C U ?E c O g :a N .N U ? Qi ? g • Fi z o ;o S U o V f ? N .O H O F zu ' f ? N 1 U O O '? •O a o ,o :o N o N •a e df :o 1 Yb w LLq e H S $ ; N ?1 a? S ` a o o ?e • N ! U? ? LL LL O e ,o y e ? S 'S g w V p a Z ;O ;O O ? ¢ ;0 0 S w :? o 75A-143 N N O a 0 N C O `V M O V m C v 00 a, M c G c 2 rv h V ° O 2 e U ? ° e F O ? o a a r + ZU $ ° n n U o a o m N 2 , LI N or, V e o e n, N ? Il aa: e A0 g n ? N N o ^, U o e n 2 p 0 0 o ? c3 ; L G G U f 'n n ry O g O Z o 0 g V N U m r ?m F ?O 8 h a 2 U N '8 b m R o 4 6 f- SY O n o o ,o 8 wa IL e-? ?a0 ^S ? F 6 io ` ai $ H IL n o y 8 8 'o 0 8 ?? S U 0 ? o . . . . . 0 ' s e a O 75A-144 N a N C _G M C U m C m a ri C C w N N N U p N Z o ° ? o q o e u % h N N f F a o m Z U,. n r U d o m N q Qf a ?d ?a O 3' o o ate' E o y ' 6 LLQ Q g m d r ry U rv n Z O a 0 O Q' 0 r ? o d r O C ?E C s q U N . N N p p O O 'O 'O Z O 0 o V ? a o O U :$ °e dN 8 .'? ?? o 0 iU o ;n N .F . .R N U 'Q 'p m N p O r ?O g 0 0 o q ? w? S S Y. Q ar ° . . . ... . . Sa a o ;o uu7i R R . ? e uQ O S S ' S m o O 'S U p ° $ o Z ?O ,O g O Q' o O ?O y' 3 c ? r U ; S ?> N O 75A-145 N 0 N C O V L N C O U OI c a m V M C C C V 2 U U $ O y u ? o U ry h M N F dN U N Z n n N U e o m S >'? N 0; ci dN LL?P ° ?' I s a ?° N N a o , fi gO b a LL S o w o U p ry r rc r y ? v O 0 C G U f O ' U J.V ? N U . -. .. Z o ;'O ;O O O 'O u 'o Q O O ;a c U .n e ^ ;rv °n F J....... 00 0 ' °° ro N o ?N O 1} ? o O G 0. m Q 'g Elm LL O Op ;? dF O ?O T° q OR OR 0 G P° g ;g °0n k $ N ;C o S ;a U C; C; X O O V ? N° Z O ,G ,O p ° ' 0 ° o 0 :0 o` m 6 ?? n ;p 2 J 5 ? Uv N N O N 75A-146 N O 0 N Ol c iL a lx? Cl) c c E c ° 0 n :$ n U °n p N . ,0 O 0 O $ ? ?G O U O O ? o ,C f ' A0 ^ $ ; ZU N , N N U $ R b ' m No q e ar LQ_ O O >'If IL 4 ao Fo ££ a W? 8O ° u'd O N O U x O I n Z o ? o rc z. o ° 3 m a ;a o C C O u 0 U E c 7 U O 'O 'O ° r'z O O o ; d e U ,d ,o N O e C; 0 m01 '° '.Nri 4 2Oi O $ b m ;o ar e ?N ;p0 Ly Wd O 'O •0 O LL4 0 L O-? Fad' 'm ? 55 ? a O b p p 'Oo Z o p rc r a ? s o m 75A-147 N 0 N OI c A a Lq m c C n 0 U O 2 °o ,c o° o U f v ,o O ? V r 9 o F . m ZU, rv U m 'n o : N O CF 'e C? 'O O WLL' a? li LL oID 6t e O ?e o N? Q ?a ;e LLd N O V i O U Z O g a a r ? . 0 o .a A G O i+ e O U a O r '? N U 8 0 0'0; U e F O 3 .. U c :o .N h F N : ;d m F 6 V •O 6 0? 8 - e§ $ •S '8 a?- n oI . . 6 e ? $ :R R a LL N N O ? 'O 'o o ' e O U p 'o Z o ; o O 8 g ' g a ' o ; o N N O V 75A-148 N O N 0) L R O U v d r Q M C c U o U i6 O O °e Z o o U ,C O U g ;o F ' ZU- v N 8 •8 a b m ° ° o r ? N qq 'uia o ;o d LL a? ?o ?'e 8 IL d 0 '0 0 w d u g 4 Z rc a ° U ;p 90 C c E L o r o n u ; ; p g 'g 'g Z O ;G ... y . e 2 U ,d O J? , r r m0' S •e a zV ;n n N _ U 8 m N? • e0 6 O YN O LL1 aF_ 8 'g ;a g vi $ 6 a iL d h S •g U o 'o° °o O o 'S 'o Z c ;c rc o ,o ,o U N 0 75A-149 N N ti O h O N OI C A O U r u ,a0?+ r L a M 02 C C C U 2 O O p Z °o U o ,o p ? U °o F ' bo ' S . ZU:. O ?vl N u m rtrt g 5 ° 'Oo 2 Y Ah .Y w? LLd ' ? d p S ? W?2 O.d O m O 'g e U O '0 0 z 0 m m ? o w U a D y C U O ° U µ z o ; o ; o 0 ° U o ;o .. . .. ... F bo 8 '8 'a a . IU r r Y Y .. . °u o ,o ;o m p NS 8 ? 4 ? F-- 6 6 y ? .S L d I ? p p O 'O 6 1174 ?° ?m ? Y Y C 'O P? u'4 p 8 'g 'g m O 'o e U .o p e z o ; o ; o ' m d o ;o q l . . . ;Y O d d :n c0 i O v N O fN QY A C O A OI L 75A-150 ? 'o u q y 3 ?? Z ?S 2 ? 2 0 •O U 0 ' O e n v Q bN U N ,aV Q Z .? N V S ,g 4 0 nN Z 6 u7 ° ? ' ° Y Q WE LL u T y fe N 'f Q $ o h-, w ; mo 9: LL Y ? IA N C Q ? O U 1 ? N N a Z ; o; o 'a r v ;'E t c O m E 0 c A E E 0 U) a .C N 75A-151 C 0 m w C a a M a Ip ' O O ? pl ..t- m: ? f0 O•o N • ? O Op;IO N;V 0,h o•o O;M r•? °rn Nam n; n o:N a'E N O n N N O T m W C W w 7 N A m J d C T A rn m G W r. 01 La N ; ? Z p. ei ri ? o ° 1O 2 Y L O 'O O U O ; G - N ? O U ? ?? v rv r 'R "t Q ? n 'n 'rvi 'e? Z ?.N n ,I(1 ;N QQ Z U... r1 ;? ; ; 2 N m R T1 2 rj O ; O Z p' Y ? •Y ry 2 Q Z LLd a ?o z ? S° w3 IL d 0 p 'O 'O Q 2 NS L O, Q U ;p L z - . :g :g a r ray °j3v,uF a) 75A-152 N w Z d D C A J a a m w W N Vf I ry O 'O Z x U e ? ;o a F ' n ZV ? iH e n N U Q 'O o °o b o ;0 0 a m q NSF 6 o 'O O? 6 LLLL oo g IL d O 'o Q h Q U ? z ?d O ° d :Q K ? m p m '^ z ro $ T 8 3 t U f s m io e p U ? •$ Z a x U :oo o c o 0 o N U F m ? o u f d ? m a ?N V N ?Q' X e5 N O U R b m "?c o 0 ri R W y >m LL off. . - 4 :4 4 of T.m S o ul° S m b z2' ?u Q O ' O N Q V p w ' ? °n z r ;o rc 3 ? rr ? v T N ? z u F t ;? a 3 a U N O m 75A-153 N N 0 NN i+" U w U W W d N a C N J a cn d w M N 1 n O U o ? $ o 'S 2 5 Z o g U ,d C7- 0 . m ` ?0 N N O U p; Z a o W x' al A F O U e N O ?S Z e C ` 2 'a U N - ? a O ? b ? 1V N O V O Z rc m e w 9 m < g - ? g ;$ n T. F U mR d m L a O (O A Q 7 CD W c 0 m m t: m d S C7 L m z 0 d 75A-154 N O u o 'm z U O .0 ° • Q Z o o ' 2 o U f O U S - n Q 2 d ? a U ?m Q d ,r 0 m Q n 2'0 ? Z IL Op- ' N 6 O d ;o 1- un; ? Q h Z O po ' vp a I 0 N Q Z Z t7 a rc z d zi a m 'a A _ j ? b O d A U a m Q 'c N 7 tO o U o ;o 'm ;e 2 0 ,o ,O o 'o U ,c R U H m U Z o N U O 'O o ;o 'n ID • •,N 1. R O y n? ' ?N O jN It d :4 :g o e aH ,o ..Q l 'O •° '° til g? Ra p p N O ' $ vS X ' V1 rv ' r O Z o R ,C ;o R O 'a rv N N 75A-155 A U a N a m Q N rC tC y ;6 °o ;v a 0 ;o 'N h V .....f 2 .o o 'o ;O ?D U d f . dN ZU .. .......... . ;? ;m ;? o ? o n ; , N U •o m N O 'O Q ar? ?O O ; O [I O ; O O G ? IL 4' . _O? r N a . ....... .. .. .. ? •o a ul Eig LL d N - N U g ? 2 R K a m d r r 0 V 3 d .7 A c 0 A OI 75A-156 N 0 N N N O fh N Y ^ dl O N Z U ry Z O g; y U d ° u m r O < N S U 2 8 O 2 2 C Pf ? O E F- o 4) H D C J T ? a m Y 3 E C N ? n m O u- N 0 Z e ` Z N U N D w 0 U' $f 2 O K a 'pm 3 3 t ?F $ .n t 75A-157 N 0 a N d N C A J a A N n I H IO . OI b U O g Z o , j N N U N a n FO- ' N O ' U O Z 0 ,m O u a N ? • i ' ? ? ' 5 ? t U r N 3 Q Y 3 d N A d C a m g d 0 V U h ?n O o Q N Z O O O Z F' U °u a°S !4 ? ? N Z o < N Z U Z T a z ? O Z K .y. a °v a o ? E 75A-1 58 N O N N d 9 C co a w A I N N '? U 2 0 4 , U N N r N O ' N ? i.. O U O 2 O K i. u? 3 C ?y p .N o •N O O S ?? 9 U 9I d A ? n O ° Z e ,c i °a a U- O rt U n ry q H N o r y O U s p Z U R y? m 3,Q . N ? r c° sg a iie- o U 75A-159 M O N n ai m D 0 Cl! O 7 W W m U 1 w W W 0 m ? Q E E m N ? C d ? O L) y fA a y C ?e IL 0 9 N CD u 12 m d t U v0 u d a c O J ad 7 o .- j •? pl • N ;S .o ? a o ' y c U G O D W m E U E v S a N T C N EE 0 U 7 N T D N y LL D ao v 9 N 'n D 'u c 3 a u N r C E E A U ? U n 0 ? m V U d d ? p d a c C 4 o W N m N r Al S d O a E N ? U M v L Y l0 N a 0 J M NN 0 O a (7 c 0 '- E w ci O C O o v g V l0 V (V (7 W a m m U O W L j m 2 d a 0 ? c tL O U m U O1 d U O U N 0 O N O (O N l? N E d c O E a W O tt? 0 N r- O 75A-160 d N 3 N d O Y m d a 0 J M N O 0 LL M c U 0 `0 c O U c 0 E d i 111 O O 4 0 v 0 K N C E a w m N CL N a M a c E w O 0 v 5 LL Q r E } V 0 y 0 ? ' ? y r ? N c a 12 cD ? E o y n 01 'c > o 2 v Q N C 0 o E ul O N C O N E W T O E 3 E A C O F v b c U L N a e U ?E G N ?0 U b ? V N O 2 Z = N a N U ?o a F b N •? b m? •? Z Z - .e N U 2 m; No •r d r, m W 2 f ?d N ?O fi? a n N 2 11? 0 ° 'O ` ' o ? m a u m :n ? o ? m a :r a z o a W '? a ° > •N f N O N 75A-161 C O N W E E x c O F u c O ? U V m 0 tV U , N ?8 Q 2 Z O ;O 1 .. y S H ? a V q 0 N O U Q Z F a N 1O ' ZU ? 'e N a ;o m N . m ? l ? a c ? 4 ?? QQ 'R 2 LL d ? r 2 ? 4FJ ;a • f O1 Q 6 2 of-_' ??°,f z LLM1 6 c N o o o ;o m .e ? x R ; M a rc j . . I N •N f N O f7 75A-162 A C O A u 0 v 1 0 N CV C E C ,? rv a Q ? o N 0 2 0 6 A . . U ? O U F _ m rn n ZV o ^- a o U N N m ? y Y? a F Ny ;o ?d ?? N LL6 mom' •? 6y, o iof e u'LL N h 0 N O q N ? V n rn rn Z O R ? O ° R rc ; ; . .. . Q C O .111 0 9 w C0 i a ;W o 0 n O a U e •ri ?? c N '40 ',rn n U R ,o r O 8 U F , 60 V m 2 U o ? m h . N i tll ? N Y ? F a IL 0 ar u o ;o Z u'O n 0 . 8 '? N 0 ,m ° V .n V w M r ? ? a 9 d ? •; a U a W ? r 75A-163 W C 0 u N c L) N O O N O $ a v ° V : r a a 0 0 i z ? 'n a ? o 'o 0 U u ;o T U U' 0 o y .a v O O V V 6 0 m b. N? e p q??.. dF .N N ?F: - : ?°. J : J y? p . q o o BOO l r IY ..1-. jb Fj ? . . .1 ? 1 4 ;o o mom: 'OO 'o °q yy ° o 'B.- d y yy c O S : ' ; o 4 b 6 o c m 0 0 ci 0 ah ~ _ N N C C V ? u a O O 1 U c c y O x 2 oa a _ i w 0 0 N O Q O N ..t.. .......... N ? u01i c U rc '? ? U rc m r N M M i 75A-164 N O 7 O N C O Y_ O E v N M C G G U G n ?d a V ?p C ? ?p ?V 4 O O i U O U 0 F- ?m m d o ;q i u ?6 O •Y .4 U m .J 3 .o m aF ;N et f 8 m Y. a a .N W 'am LLa Q yy ?p O m oV ` y U • i . m .? .4 •m a ? N a :B a d O C 13 2 C O V m m m m N U ? N m h !j U V O z r g U ,d ? e 4N ?? ry U ° •N q Z ? V .4. .4' N U d m ? 7 a ?N N a ? va 6 LL e O ? W ' 'CO a r: N n ?O d LL ' 4 O N O O ° ° V o m < ;O ?O N O `n, o ' o Z n o ? 'g '0 4 m o ;o U: G) 75A-165 a N OI C 9 0 l'•y C C V E G N O •? U O N 2 z v ;o Bi N O U h z ° ? Ci GS u U d q f t?f O gN Nry S W n > x 9( .4 ? m ? n 0 f 'm b R 2 te °' ss d O ia wZ rv u'a N '? e N ,o U O Z •N n rc ?o e O ? D li G O 2 c U .E C N O V V m y O Z U o ;o U 0 a m0' ' a 2 U ..y 1. N 0 U m lq- n9... of O m 4t .y . o j4 O ,O d W y O 'o ? IL 03 'ry ry 'm 'o om , . d u qqq ?N of m p 'O o m: O n 'g 'm ry U m °e .4 . .y Q 'O r1 rc_ a o ? a ? n U N 0 N 75A-166 O N 07 C m l0 0 M M G G n . A 0 r p1 • U • R .n O Z '01 U e : 0 8 U f bo d Z U ,iw i I e n N .4 ° V ° 4 d :o 00 ' ae= 'V t5 m : wa ? M n ? a 'moo o , ?o 'm u Q o P? < N d 4 4 rn Z N 'O n Q ' a •{ A &; o _ 3 u: 'o LL -I C N C O U 9 n N p :N b ?o O .n O i i ' o : 4 e U O a o u e bN < .0 4 O Z 0 a m m ;o ?F Q ' d o e •° a . qq)) ?N O 66 L O I oID g ° :ry ry w 'o ? a? LL4 N .O d H . . O ?N N ° ? o d h U, N ? O (y I? ' O ' O Y 2 F .k n :8 'o O Q O :G r T :b N O 75A-167 a N C O V L N C O U m C_ OD a M i C C 2 U E e I w K rv V n ri O Z U O U F ? n L N o N 0 U C Q b : N ?a CI 4 ; LL gg O N 6f j0 ' 50 a ?? 8 O b O 0 U O ? h ? N N O R '4 K - ° g ? C U ?E c . ° a p n ? O 2 ?- y Z U ,c O u F bo 8 ° m U Z n 0 U m •. 1°y ......... ?N . O „LL 11 1 O O ,O 4 N O O OE IL 4 G ?f p g o V1 :6 6 O i : 'x U o o O m z a n d K o ;o ;o T p ? O ; O U N O 75A-168 N C O U 7 y C O U OI v_ co V C1 C U d N vi N V N CI N 0 2 y S ?{ U a ! o v m " ^ b O1 • z oo . N U S d 0 0 m_ N ? O M af' n ?N T li dlE ?f ?O Q ? n n ? v LL6 O N O ^• U O m rc & rc o U- O y P y U ° m N O Z y d O n •O r U O •G O 3 v r N d ,? r ZU '" . R N 0 U b m N ?p p Lj2 O N ? N m g a h yy , f1 p N i d l O? N •q n ?O df O •0- ;1V j0 ..? a ?.l • S N 0 E d ; [V ° ?O O N O ;O Y O p . V S • !1 U p •m a Z d ;ri ;o < N O O 75A-169 N O N C 0 V b N C U rn c v m a ri C C G V E c N N ? O 2 n U ri O Z M u O U 3 F I? A N U' Z ? rv N O O a m N o ^? Y V, NN c? K 1l- O- gF a a v rno FJ1 LL d. O p N n n Q V ni N q O 2 O O x r B a ~ c3 - G C O U o .d • IV °m O Z 2 U 3 U 8 F 'a ¢N ;? N U H ' a Z o • - k ...r .V. N U d m :o R aF r- NN 6? a v ° g IL ? 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' Jf ? ` e u a 2 o u o .s N 0 0 N 75A-179 N O N r d O v A 0 V d d 3 N d 7 Yl d d C O w m m w d W 3 0 co d r N A 3 Vi d 7 N d d C O m m F_ 0 75A-180 APPENDIX C Traffic Report 75A-181 FIRST STREET APARTMENTS CITY OF SANTA ANA TRAFFIC ANALYSIS 2nd SUBMITTAL CASE NUMBER: Prepared for: Lyon Communities 4901 Birch Street Newport Beach, CA 92660 (949) 252-9101 By: Pirzadeh & Associates, Inc. 30 Executive Park, Suite 270 Irvine, California 92614-4726 (949) 851.1367 August 12, 2013 75A-182 CONTENTS EXECUTIVE SUMMARY ...................................................................................... 1 INTRODUCTION ................................................................................................. 1 TRIP GENERATION ............................................................................................. 5 TRIP DISTRIBUTION/TRIP ASSIGNMENT ............................................................ 6 SITE ACCESS AND CIRCULATION ....................................................................... 6 Gate Stacking Analysis ............................................................................... 9 Parking ................................................................................................... 12 REQUIRED MITIGATION MEASURES AND/OR RECOMMENDATIONS ................. 12 CONCLUSIONS ..................................................................................................12 75A-183 LIST OF TABLES Table l Trip Generation Comparison -First and Cabrillo Towers vs. First Street Apartments ........................................................................................... 6 LIST OF FIGURES Figure 1 Project Location .......................................................... ........................... 2 Figure 2 Project Site Plan .......................................................... .......................... 3 Figure 3 Driveway Lane Configuration ....................................... .......................... 4 Figure 4 Project 'hip Distribution .............................................. ........................... 7 Figure 5 Project Driveway Peak Hour Volumes ............................ ........................... 8 Figure 6 Gated Entry 1 ............................................................. ......................... 10 Figure 7 Gated Entry 2 ............................................................. ......................... 11 Figure 8 On-Street Parallel Parking Detail .................................. ......................... 13 APPENDIX Appendix A ........................................................................................ Scope of Work 75A-184 EXECUTIVE SUMMARY This Traffic Analysis is prepared in order to evaluate the operational and design characteristics of the proposed First Street Apartments project at 1901 East lst Street in the City of Santa Ana and to evaluate the project's potential impacts at the project access locations. The project is situated on an approximately 5 acre site located at the northeast corner of Cabrillo Park Drive and East lst Street in the City's Metro East Mixed Use Overlay Zone, see Figure 1. The site is developed with a 3-story commercial building and a 4-story parking garage. The project includes the demolition of the existing 3-story commercial building and construction of 254 residential apartment units and 2,424 square feet of support service retail, see Figure 2. The project site was previously approved for development of the First and Cabrillo Towers project consisting of 374 residential dwelling units and 8,957 square feet of specialty retail, The proposed project will be developing fewer units thereby generating fewer peak hour trips. Therefore per the scope of work only the project access driveways are analyzed in this report. A copy of the Scope of Work is provided in the Appendix for reference. The findings of the traffic analysis with the proposed project did not indicate any significant project impacts at the project access locations. The proposed project will utilize two existing driveways and will be stop sign controlled. There will be two project entries to the existing parking garage and both are gated. The findings of the gate stacking analysis shows that there is adequate storage capacity at the two (2) gated entries to accommodate the expected residential and visitor stacking needs without backing onto the adjacent public and/or private street. It should be noted that the gates will be open during the day and closed at night. INTRODUCTION This report summarizes the results of a Traffic Analysis conducted for the proposed development of 254 residential apartment units and 2,424 square feet of support service retail at 1901 East Pt Street in the City of Santa Ana, see Figure 1. The project site is approximately 5 acres and has an existing 3-story commercial building and existing 4-story parking garage. The site is located at the northeast corner of Cabrillo Park Drive and East fat Street in the City's Metro East Mixed Use Overlay Zone. The site is bounded by Kaiser Permanente to the north, existing church and office building to the east, East l.t Street to the south, and Cabrillo Park Drive to the west. The existing lane configuration at the project driveways is shown in Figure 3. The site is accessed by an existing driveway on Cabrillo Park Drive approximately 530' north of East lst Street that connects to an east-west drive aisle along the northern property line. There is an existing driveway on East Pt Street approximately 270' east of Cabrillo Park Drive that connects to a north-south drive aisle in the middle of the site. There is another existing driveway on East 18r Street approximately 476' east of Cabrillo Park Drive that connects to a north-south drive aisle along the eastern property line. To accommodate the proposed project the existing 3-story commercial building, the driveway on East la Street approximately 270 feet east of Cabrillo Park Drive, and the 75A-185 r Q ? m LLJ SEVE TEENTH?? ° 0 0 0 3 z J r WELLINGTON of D Project 11 ? ? Location FRUIT FRUIT 0 5 w z C m o z M J 0 Co FX -J 00 E FOURTH v IRVINE =F=IRST TRW 5 N. T. S. 55 e?ivis Figure 1 Project Location Mrzadeh First Street Apartments, Santa Ana 2 75A-186 C? OMMYa?OV?YV fLLLAYiNYU a:u - Yt MY j ,(?, iipl9 z -IT I i 1_ r°, ? 1 ? Srxl3USi?uxap °: _Il? a .L ' ?I ?h U li I II V j, j , y ? `? x ? ?Y l I = ? f ? II 1; ? a; co a ? 4lr.u I i ' f '? w e ra 1. I is YJ ? ~ J. a ? i.a I 9,41 !'l. , .III ? -? I L 1 rCIb . _. j ?. I. L7 ? ? . Y m ? ? l-.I O J?N ST ?Ol? 6(L 1RY ? -' i 1 ? i_ I?a I? 1 i ? m I s r N a III ' ?n 11 I+ 1 1 tru hlai f? ".I x Q y CIA cq `j"• . ?? z,'= c? 0 Q?E1E?gB 413 d •i T I . 133WS 1SUf °? mMmars?va?vu NmY 1 Z M Z4 75A-187 &17)13 Figure 3 Driveway Lane Configuration First Street Apartments, Santa Ana irzadeh 75A-188 middle drive aisle will be demolished. The existing 4-story parking garage, the northern drive aisle and the eastern drive aisle will remain. The project will have restricted right-turn in/right-turn out access from the existing driveway (Driveway 1) on Cabrillo Park Drive that connects to the drive aisle along the northern property line, see Figure 2. As a project feature, the drive aisle will be turned into a fire lane with decorative paving. The north fire lane will include a drop-offloading area approximately 80 feet east of Cabrillo Park Drive. Cabrillo Park Drive is a four-lane arterial street with a raised median. The project will have restricted right and left-turn inh-ight-turn out access from the existing driveway (Driveway 2) on East 161 Street approximately 475' east of Cabrillo Park Drive that connects to the drive aisle along the eastern property line, see Figure 2. As a project feature, the drive aisle will be turned into a fire lane with decorative paving. There is also a covered loading area at the northeast corner of the project site that can be accessed by both fire lanes. The left-turn in access is provided by an existing left-turn lane. East ls' Street is a six-lane major arterial with a raised median along the project frontage. The purpose of this analysis is to evaluate the operational characteristics and design features of the site access locations based on the projected inbound and outbound peak hour volumes. The impact of the decrease in the number of residential apartment units from the previously analyzed 374 units to the proposed 254 units will be documented. TRIP GENERATION The proposed project will develop the same parcel as the previously approved First and Cabrillo Towers project except it will contain 120 fewer residential dwelling units and changing the 8,957 square feet of retail/commercial use into 2,424 square feet of support service retail use. Also, the project will have two (2) access locations; a restricted right-turn in/right-turn out access on Cabrillo Park Drive that is presently operational and a restricted right and left-turn in/right-turn out access on East tae Street that is presently operational. Consistent with the Traffic Analysis Scope of Work the trip generation rates for the proposed project were calculated using the ITE Trip Generation Manual, 8th Edition for a high-rise apartment development. To determine the potential level of project impact, the trips being generated by the previously approved project based on the approved First and Cabrillo Towers Project Traffic Impact Study dated March 2007 prepared by EIP Associates were compared to the trips being generated by the proposed project. As shown in Table 3 the First and Cabrillo Towers project was projected to generate 1,961 daily trips with 143 and 166 trips occurring during the AM and PM peak hours. The proposed First Street Apartments project is projected to generate 1,067 daily drips with 76 and 89 trips occurring during the AM and PM peak hours. By comparison, the proposed project is projected to generate 894 fewer daily trips, 67 fewer AM peak hour trips and 77 fewer PM peak hour trips than the First and Cabrillo Towers project. It should be stated that the small accessory/support retail service provided on-site in intended mainly for the project residents. This use is not expected to generate any additional trips, and in fact could reduce project trips. 75A-189 Table 1 Trip Generation Comparison -First and Cabrillo Towers vs. First Street Apartments Land Use Units AM Peak Hour PM Peak Heur In Out Total In out Total ADT First and Cabrillo Towers High-Rise Condominium 374 DU 24 103 127 88 54 142 1,563 Specialt Retail 8,957 SF 10 6 16 10 19 29 398 Totals 34 109 143 98 68 166 1,961 First Street Apartments High-Rise Apartments 264 DU 19 57 76 54 35 89 1,067 Project Differential (120) DU (15) (52) (67) (44) (33) (77) (894) Trip Generation Rates Land Use ITE Land Units AM Peak Hour PM Peak Hour ADT Use Code In Out Total In O High-Rise Condomini um DU 0.06 34 0.24 0.1 4.18 Specialty Retail SF 0.99(r) 0.77fu 1.7do 1.19 1.5 R 44.32 High-Rise Apartments DU 0.07 0.23 0.30 0.21 0.1 O.36 4.20 (1) ITE Trip Generation Manual 8w Edition does not provide a trip generation rate for calculating AM trips. Therefore, the trip generation rate that was used in the approved First and Cabrillo Towers Project Traffic Impact Study dated March 2007 was used in this report. Based on the trip generation comparison the proposed project will reduce 67 AM and 77 PM peak hour trips at the project access locations and to the adjacent roadway network. TRIP DISTRIBUTION/TRIP ASSIGNMENT The project trips were manually distributed at the proposed access locations based on its design features, proposed land uses, available turn movements, accessibility to residence and visitor parking areas/parking structure and, proximity to the local and regional roadway network. The project trip distribution is shown in Figure 4 and is consistent with the approved First and Cabrillo Towers Project Traffic Impact Study dated March 2007. The AM and PM peak hour volumes for Driveway 1 and Driveway 2 is shown in Figure 5. SITE ACCESS AND CIRCULATION The project will have two (2) access locations. Driveway 1 is an existing driveway located off of Cabrillo Park Drive. The driveway is restricted to right-turns in/right-turns out and is stop sign controlled. 3 AM and 6 PM inbound peak hour trips and 30 AM and 19 PM outbound peak hour trips are projected. The driveway will access a 20' wide fire lane along the northern property line and consists of one (1) inbound lane and one (1) outbound lane. A new gated entry into the existing parking garage will be installed approximately 305 feet east of Cabrillo Park Drive. As shown on the proposed site plan, this distance is also the effective driveway throat. Therefore, Driveway 1. will be able to accommodate the projected trips. 75A-190 8112113 Figure 4 Project Trip Distribution First Street Apartments, Santa Ana Pirzadeh 75A-191 8112/13 Figure 5 Project Driveway Peak Hour Volumes First Street Apartments, Santa Ana Pirzadeh 75A-192 Driveway 2 is an existing driveway located off of East Pt Street. The driveway is restricted to right and left-turns in/right-turns out and is stop sign controlled. A total of 16 AM and 48 PA4 inbound peak hour trips and 27 AM and 16 PM outbound peak hour trips are projected. The projected eastbound left-turn movement, 6 AM and 19 PM peak hour trips, will utilize the existing 140' left-turn lane. The existing signal at East 151 Street and North Golden Circle Drive will provide adequate gaps for the left-turn movement. The driveway will access a 20' wide fire lane along the eastern property line and consists of one (1) inbound lane and one (1) outbound lane. A new gated entry into the existing parking garage will be installed approximately 260 feet north of East 16t Street. As shown on the proposed site plan, this distance is also the effective driveway throat. Therefore, Driveway 2 will be able to accommodate the projected trips. Both access drives provide direct access to the existing parking garage for the project that will accommodate resident and visitors parking needs. The north fire lane connects with the east fire lane to enable site circulation from Driveway 1 to Driveway 2. A drop- off/loading area is provided on the north fire lane approximately 80 feet east of Cabrillo Park Drive and a covered loading area is provided at the northeast corner of the project site. It should be noted that the existing Driveway 1 and Driveway 2 serves an existing 3- story commercial building and the project site was previously approved for 374 residential dwelling units and 8,957 square feet of specialty retail. The proposed project will generate fewer trips and have less impact at the existing driveways. Gate Stacking Analysis The County of Orange Environmental Management Agency (EMU) Standard Plan No. 1107 criteria is being utilized for determining the amount of vehicle storage length behind the garage entry gates for the proposed residential project. This standard requires that gates be set back between the prolongation of the near curb of any public street and the gate to provide one (1) foot per dwelling unit or a minimum of 100 feet of storage for entering vehicles to stack without interfering with the through movement along the adjacent public street. The project is served by two (2) parking garage entries that will be gated. Entry 1 is located off of the northern fire lane approximately 305 feet east of Cabrillo Park Drive. The gate is located at the face of the parking garage and is 22 feet wide that provides one 11-foot inbound lane and one 11-foot outbound lane. The entry widens to a 24-foot parking aisle inside the parking garage, see Figure 6. It should be noted that the parking garage is existing. The only modification is a project feature that will install the gate at the face of the parking garage. Driveway 1 is projected to have 3 AM and 6 PM peak hour trips. The distance between the prolongation of the near curb along Cabrillo Park Drive and the gate is approximately 317 feet. Entry 2 is located off of the eastern fire lane approximately 260 feet north of East 1st Street. The gate is located approximately 38 feet inside the parking garage and is 24 feet wide that provides one 12-foot inbound lane and one 12-foot outbound lane, see Figure 7. The parking garage is existing and the only modification is a project feature that will install the gate inside the garage. Driveway 2 is projected to have 16 AM and 48 PM peak hour trips. The distance between the prolongation of the near curb along East 13t Street is approximately 290 feet. 75A-193 • vwd nERTY IL INF ¢z B. la 0'-0? 120'• ELEC - I B d 1I 4 LOBBY i A307 t s °w u .1 . t i. g N 8.4a A. oII jai ?? ; A pl m a _ N.T.S. K :t B 14A C. la i. irc 1 B.7gA y_ - - 9LD03A •l' rss + .,s•'°-*8? c.?.i_ ___ ._.. _-?- ?I i11?1 N ELEC ?I -- A b A A _ SWITCH m -_ GEAR 'M .I m TI w,.. li I {( J , R I u uui i, irxso el" ?? 1.s GTGROVi ?. r G ,? s a g7 I, a P I i 1'RESIOENMLPARKING ' ....? 2 63 SPACES T -T I } i?--L 13,' 11 g? a=il F)l12I13 Figure 6 Gated Entry 1 ?? Pirzadeh First Street Apartments, Santa Ana 10 75A-194 rli rl ,M ' J% fl?fl U ? 3 `? I p • enema auaoa ovum ? avusna ('? ? o ai ue 1 ro sir .0-X& J I iI s d a i a ' ( ]Z 1 ? d 9 a r m ? I.Id a J? r?`? a e' ly r•1 qi a r I Y - ?Y I -d W N ? ? of 1 ? ?1 j \ I W ? ?RI ` 9 log 9 - e . o e I e (? ? U b 1 , M 1 Z r!1]ll]lV All W C? H-A ]J 11 M N N 11 I II 41 Y 1. ? III I ? 1 1 S Z I I .J ., I 11 : 1. - `1 lr W ?, ¢ Y I I I m a , W ?? I_ r 1 11 I 'I 0 S O 75A-195 The proposed gate operation at Entry 1 is a 22-foot wide security gate that will open from one end and at Entry 2 is a 24-foot side security gate that will open from one end. Both of the gates will be open during the day and closed at night. There is another rolling gate inside the parking garage that will separate the visitor parking and the residential parking. Therefore, based on the entry design shown on the plans, the operational characteristics of the gate mechanisms, and the setback of each gate from the adjacent public street we have determined that the vehicle stacking area at the gated entries provides adequate storage capacity that will allow vehicles to enter the site without interfering with the traffic flow on the adjacent public street. Parking The proposed project will modify the existing 4-story 664 space parking garage to provide 531 shared parking spaces (including 51 visitor parking spaces) and 28 private parking spaces for a total of 559 parking spaces. In addition, a curb cutout will be provided along Cabrillo Park Drive for on-street parallel parking. The cutout is approximately 95 feet long and 8 feet wide. Based on the City requirement of 20 feet long parallel space and 5 feet of buffer, a total of 4 vehicles can be accommodated at the cutout (see Figure 8). These parking spaces will also provide short term parking close to the support service retail which may be used by project visitors or by pass-by traffic. The design of the cutout is not expected to impact the thru movement on Cabrillo Park Drive. Furthermore, the cutout ends approximately 260 feet south of Driveway 1 and is not expected to impact the operation of the driveway. REQUIRED MITIGATION MEASURES AND/OR RECOMMENDATIONS Based on the results of the Traffic Analysis there are no required mitigation measures needed to support the project. It should be noted that the proposed First Street Apartments project will continue to provide its fair share for the mitigations identified in the approved First and Cabrillo Towers Project Traffic Impact Study dated March 2007 prepared by EIP Associates. CONCLUSIONS This report presented the findings of a Traffic Analysis carried out for the proposed First Street Apartments project, 254 residential apartment units and 2,424 square feet of support service retail, which is located at the northeast corner of Cabrillo Park Drive and East 19° Street in the City of Santa Ana's Metro East Mixed Use Overlay Zone. The design characteristics of the existing access driveways proposed to serve the site were evaluated based on projected entry and exit peak hour volumes. Based on this evaluation it is concluded that the project access driveways have adequate carrying capacity for the projected demand and pose no significant impact to the adjacent roadway system. It should be noted that the proposed project will be develop 120 fewer residential dwelling units and changing the 8,957 square feet of retail/commercial use into 2,424 square feet of support service retail use. Therefore, the proposed project will reduce 67 AM peak hour trips and 77 PM peak hour trips at the project access locations and to the adjacent roadway network. 12 75A-196 1 W RED CURB N.T.S. Zo x 0 N 1' TYP. o N CURB 100' Project N Site 1' TYP. W RED CURB 70' w 0 U East 1st Street &12/13 Figure 8 On-Street Parallel Parking Detail Pirzadeh First Street Apartments, Santa Ana 13 75A-197 Appendix A Scope of Work 75A-198 FIRST STREET APARTMENTS TRAFFIC ANALYSIS SCOPE OF WORK July 1, 2013 The proposed project, First Street Apartments, consists of 250 residential apartment units and about 2,000 square feet of support service retail to be located at the intersection of First and Cabrillo in the City of Santa Ana. The area-wide traffic impacts of the proposed project site were previously analyzed for a 374 unit Residential Condominium and 8,957 square foot specialty retail project that was previously approved for this site. The proposed project trip generation is significantly less that the previously approved project. Therefore it is proposed that a focused Traffic Analysis be conducted to provide the evaluate the design of the project circulation and access drive elements and to further evaluate any required traffic control measures at the project access drives. This analysis will also provide a comparison of the project trip generation to the trip generation of the previously approved project for the site. It should be noted that the proposed project will continue to provide its fair share funding of the mitigation measures identified at the two impacted intersections identified in the March 2007 First and Cabrillo Towers Project Traffic Study. The study will include the following sections: I. EXECUTIVE SUMMARY This section will provide a short, clear and concise description of the Project, background, and the Traffic Analysis findings. Also, included in this section will be a general description of all data, conclusions, mitigation measures and/or recommendations. II. INTRODUCTION This section of the report will include a comprehensive description of the Project and key elements of the Traffic Analysis including the project site location, existing uses, proposed project, study area, and existing description of the adjacent roadway network will be discussed. The Traffic Analysis will evaluate the proposed access driveways. III. TRIP GENERATION The trip generation for the proposed project will be based on the Institute of Transportation Engineer's Trip Generation Manual, 8m Edition for a high-rise apartment development. The trips being generated by the proposed project will be compared to the trips contained in the approved First and Cabrillo Towers Project Traffic Impact Study dated March 2007 prepared by EIP Associates. The comparison will demonstrate that the decrease in the number of units will result in Approved: Date: Page 1 75A-199 significantly fewer peak hour and daily trips being generated by the proposed project than were previously analyzed with the underlying approved project. IV. SITE ACCESS AND CIRCULATION The operational characteristics and design features of the proposed site access on First Street will be evaluated based on the projected inbound and outbound volumes at the driveway. The on-site circulation will be examined to ensure that there is adequate maneuvering area available for residents and visitors to access the parking structure. A gate stacking analysis will be conducted for the gated entries using the County of Orange Environmental Management Agency (EMA) Standard Plan No. 1107 to determine the vehicle stacking requirements for the proposed project. VII. REQUIRED MITIGATION MEASURES AND/OR RECOMMENDATIONS Based upon the results of the Traffic Analysis physical, operational improvements, and/or identifying fair share costs required in order to mitigate any potentially adverse Project impacts will be identified in the Traffic Analysis. VIII. A summary of the results of the 14•affic Analysis and recommended improvements, if any, will be provided. YAI I4916I1 }Firsi9treerApt.-0701201S-TrsirieMelysisSmpeenise.pkp Approved: Date: Page 2 75A-200 CHAPTER 4 Mitigation Monitoring and Reporting Program 4.1 INTRODUCTION The Califonria Eiwhonmenfal puaG!yAcl (CFQA) requires the adoption of feasible mitigation measures to reduce the severity and magnitude of potentially significant environmental impacts associated with project development. Tlic Final Environmental Impact Report (Final FIR) for the proposed Metro East Mixed Use Overlay Zone EIR (State Clearinghouse No.2006031041) located within the City of Santa Ana (City), includes program and project-specific mitigation measures to reduce the potential environmental effects of the Overlay Zone, as well as the First and Cabrillo Towers Project. Monitoring of the implementation of adopted mitigation measures is required by Public Resources Code Section 21081.6. The Final EIR for the proposed project provides a list of mitigation measures, and describes the process whereby the mitigation measures would be monitored. Following certification of the Final EIR and approval of this Ntigation Monitoring Program (MMP) by the City, the mitigation measures included in the Final EIR would be monitored as described in this MMP. It should be noted that because this EIR contained program- and project-level components, two separate MMP tables are presented as part of this MMP for the Overlay Zone and for the First and Cabrillo Towers project. 4.2 PURPOSE The purpose of the proposed Overlay Zone EIR M-IMP is to ensure compliance with all mitigation measures to m tigate or avoid potentially significant adverse environmental impacts resulting from the proposed project that were identified in the Final FIR. Implementation of this Iv1IvfP shall be accomplished by the City of Santa Ana. Mitigation measures will be implemented (1) as part of design development of the project, (2) during project construction, or (3) as part of project operations. 4.3 RESPONSIBILITIES AND DUTIES In general, monitoring will consist of demonstrating that mitigation measures were implemented, and that the responsible urut monitored the implementation of the measures. The responsible unit for determining compliance with all mitigation measures will be the City. Monitoring will consist of determining whether ¦ The specific issues identified in the mitigation measures were considered in the design development phase ¦ Construction contracts included the provisions specified in die mitigation measures ¦ The required actions specified in the mitigation measures occurred prior to or during construction ¦ Ongoing administrative activities included the provisions identified in the mitigation measures Metro East Mixed Use Overlay Zone (Volume III) 4.1 AIR01 Chapter4 Mitigation Monitoring and Reporting Program Any concerns between monitors and construction personnel shall be addressed by the City of Santa Ana, Planning Department. 4.4 LIST OF MITIGATION MEASURES As mentioned above, due to the program- and project-level components of this EIR, the NIMP has been divided into two parts to address each component separately. The mitigation measures that pertain to implementation of the Overlay Zone and their method of implementation are fisted in Table 4-I. The mitigation measures, which include several mitigation measures from the program-level component, that pertain to the First and Cabrillo Towers project are fisted in Table 42. All project-specific mitigation measures included in the Final EIR for this project would be monitored as described above. The mitigation monitoring matrix on the following pages is formatted to parallel the format of die Executive Summary table contained in die Final EIR. The matrix identifies the required mitigation measures, the time frame for monitoring, and the responsible monitoring agencies. It should be noted that the mitigation measures from Volume I that are contained within Table 4-2 have been modified slightly so as to directly apply to the First and Cabrillo Towers project. 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U d E ° R U N ms" d ? C d E C 15 7 n C L L d N O N d S w E Z N 3 ° n d V y N '(J E s o w° v c v d Id c 0 N N i O 75?; ? 18 D MA Phil Martin & Associates, Inc. October 16, 2013 Mr. Vince Fregoso Principal Planner City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 RE: 1901 East First Street Addendum Dear Mr. Fregoso: It my understanding the project applicant, Lyon Communities Inc. has recently revised their project to include ten (10) affordable housing units as part of their proposed 254 unit project. In addition, ten market rate units will be added to the project, bringing the total unit count to 264. As you are aware, Phil Martin & Associates prepared an Addendum dated August 14, 2013 that addressed the proposed development of 254 units. The 254 unit project was 120 units less than the units that are presently allowed for the site with the approved First & Cabrillo Towers project. Therefore, the currently proposed project of 264 units will be 110 units less that the First & Cabrillo Towers project. We have reviewed and evaluated all of the environmental disciplines that are discussed in the August 14, 2013 Addendum. Our review and evaluation focused on potential new or additional environmental impacts with the inclusion of ten affordable units and the addition of ten units. Based on our review and analysis, it is our opinion that providing ten affordable units and adding ten additional units for a total of 264 units will not result in any new or additional environmental impacts compared with the 254 units. With the exception of traffic and circulation, which will be provided under separate cover by the project traffic consultant, the proposed project changes to allow ten affordable units and ten additional units for a total of 264 units will not have any environmental impacts. Sincerely, I,&, Phil Martin EXHIBIT B 3002 Dow Avenue, Suite 122 ? Tustin, CA 92780 ? Phone 949-454-1800 • Fax 949-454-1801 75A-219 75A-220 / Pirzadeh October 16, 2013 Ms. Cynthia Eppeldauer Vice President, Development Lyon Capital Ventures 4901 Birch Street Newport Beach, CA 92660 Subject: First Street Apartments - City of Santa Ana, California Dear Cynthia: 30 Executive Park (949) 851-1367 Suite 270 (949) 851-5179 wine, CA 92614-4726 w pirzaceh,com Pursuant to your request we have evaluated the potential impacts of increasing the unit count at the subject site by an additional ten (10) apartment homes. The additional units will generate 3 AM Peak Hour trips, 4 PM Peak Hour trips and 42 Average Daily Trips. As shown on the attached tables, the proposed project with a total of 264 apartment homes would still have a significantly lower trip generation when compared to the previously approved project. The traffic associated with the additional ten (10) units will not have any measurable impacts on the project access drives and will not result in any changes to the findings and conclusions presented in our August 12, 2013 Traffic Analysis conducted for the project site. Please call me if you have any questions regarding the information presented in our traffic analysis or this letter. Sincerely, IIXA Peter K. Pirzadeh, P.E. Principal Attachment c: Pete Zak, Lyon Capital Ventures PAI 14316(2)-FirstStreetApts-10162013-CEppeldauerAdditi0na1UnitsAna1ysis-ltr.pkp EXHIBIT C 75A-221 Traffic Analysis Dated 8/12/13 Trip Generation Comparison - First and Cabrillo Towers vs. First Street Apartments Land Use Units AM Peak Hour PM Peak Hour In Out Total In Out Total ADT First and Cabrillo Towers High-Rise Condominium 374 DU 24 103 127 88 54 142 1,563 Specialty Retail 8,957 SF 1.0 6 16 10 14 24 398 Totals 34 109 143 98 68 166 1,961 First Street Apartments High-Rise Apartments 254 DU 19 57 76 54 35 89 1,067 Project Differential (120) DU (15) (52) (67) (44) (33) (77) (894) Trip Generation Rates Land Use TIE Land Units AM Peak Hour PM Peak Hour ADT Use Code In Out Total In Out Total High-Rise Condominium 232 DU 0.06 0.28 0.34 0.24 0.14 0.38 4.18 Specialty Retail 814 SF 0.99i1 0.771 1.761 1.19 1-52 2.71 44.32 High-Rise Apartments 222 DU 0.07 0.23 0.30 0.21 0.14 0.35 4.20 (1) ITE Trip Generation Manual 8th Edition does not provide a trip generation rate for calculating AM trips. Therefore, the trip generation rate that was used in the approved First and Cabrillo Towers Project Traffic Impact Study dated March 2007 was used in this report. Additional 10 Units Trip Generation Comparison - First and Cabrillo Towers vs. First Street Apartments Land Use Units AM Peak Hour PM Peak Hour . , In Out Total In Out Total 1 AD First and Cabrillo Towers High-Rise Condominium 374 DU 24 103 127 88 54 142 1,563 Specialty Retail 8,957 SF 10 6 16 10 14 24 398 Totals 34 109 143 98 68 166 1,961 First Street Apartments High-Rise Apartments 264 DU 19 60 79 55 37 92 1,109 Project Differential (110) DU (15) (49) (64) (43) (31) (74) (852) Trip Generation Rates Land Use ITE Land Units AM Peak Hour PM Peak Hour ADT Use Code In Out Total In Out Total High-Rise Condominium 232 DU 0.06 0.28 0.34 0.24 0.14 0.38 4.18 Specialty Retail 814 SF 0.991 0.771 1.761 1.19 1.52 2.71 44.32 High-Rise Apartments 222 DU 0.07 0.23 0.30 0.21 0.14 0.35 4.20 75A-222 ROH - 10/21/13 RESOLUTION NO. 2013- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ADDENDUM TO THE FINAL ENVIRONMENTAL IMPACT REPORT NO. 2006-01 AND APPROVING THE MITIGATION MONITORING AND REPORTING PROGRAM FOR THE PROPERTY LOCATED AT 1901 EAST FIRST STREET BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The Applicant is requesting approval of an addendum to a final environmental impact report, an amendment to a development agreement, a vesting tentative tract map, and a site plan review to allow the construction of a new multi- family residential development at 1901 East First Street. B. The Planning Commission has, following a duly noticed public hearing, on August 26, 2013, recommended the approval of the following items: 1. Adopt a resolution approving the Addendum to the Final Environmental Impact Report No. 2006-01 and approve the Mitigation Monitoring and Reporting Program. 2. Adopt an ordinance approving the first amendment to Development Agreement No. 2007-01. 3. Adopt a resolution approving Vesting Tentative Tract Map No. 2013-04 as conditioned. 4. Adopt a resolution approving Site Plan Review No. 2013-03 as conditioned. C. On September 16, 2013 the City Council of the City of Santa Ana held a duly noticed public hearing to consider all testimony, written and oral. At that time, the City Council continued the public hearing to October 21, 2013. On October 21, 2013, the City Council held a duly notice public hearing and further considered all testimony, written and oral, pertaining to the applicant's request for approval of the Addendum to the Final Environmental Impact Report No. 2006-01 and request for approval of the first amendment to Development Agreement No. 2007-01. Resolution No. 2013- 75A-223 Page 1 of 3 Section 2. The City Council previously approved and adopted Final Environmental Impact Report No. 2006-01. In accordance with the California Environmental Quality Act, an Addendum to the Final Environmental Impact Report No. 2006-01 and the mitigation monitoring and reporting program was prepared for this project. Based upon the studies, the City Council determines that there are no new significant impacts or any increases in the severity of the impacts previously identified in the original Environmental Impact Report. The City Council hereby approves the Addendum to the Final Environmental Impact Report No. 2006-01 and approves the mitigation monitoring and reporting program, attached hereto as Exhibit "A" and incorporated as though fully set forth herein. Section 3. These decisions are based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Request for Council Action dated September 16, 2013, and exhibits attached thereto; the Request for Council Action dated October 21, 2013, and exhibits attached thereto; the public testimony, written and oral; and, the Final Environmental Impact Report No. 2006-01 and Mitigation Monitoring and Reporting Program that was previously approved and adopted by the City Council, all of which are incorporated herein by this reference. Section 4. This Resolution shall not be effective unless and until Ordinance No. NS- becomes effective. If said ordinance is 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 resolution shall be null and void and have no further force and effect. Section 5. Applicant has requested the approval of the above entitlements which are incompatible with previously granted entitlements. As such, any and all previously approved inconsistent entitlements are hereby null and void and of no further force and effect. Section 6. This decision rendered by the City Council of the City of Santa Ana is final and is subject to judicial review pursuant to California Code of Civil Procedure section 1094.6. The Clerk of the Council shall give direct notice to the applicant of the Council's decision and these findings. ADOPTED this day of October, 2013. Miguel A. Pulido Mayor Resolution No. 2013- 75A-224 Page 2 of 3 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Ryan O. Hodge Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2013-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution No. 2013- 75A-225 Page 3 of 3 75A-226 (ROH 10/21/13) ORDINANCE NO. NS-XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN AMENDMENT TO THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND LYON HOUSING (FIRST STREET) XLVIII, LLC THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The 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. B. The City enters into this Amendment to Development Agreement pursuant to the provisions of the Government Code and applicable City policies. C. The Planning Commission has, following a duly noticed public hearing, on August 26, 2013, recommended approval of this First Amendment to Development Agreement. D. Entering into this First Amendment to 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 owner of 1901 East First Street 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. E. The City Council has held a noticed public hearing on this Ordinance and has considered all testimony presented thereto. F. The previously adopted and certified Final Environmental Impact Report EIR for the property, No. ER 2006-01, and its Addendum, have been approved and certified by this Council by resolution simultaneously with the introduction of this ordinance. Ordinance No. NS-XXX Page 1 of 3 75A-227 G. The proposed project will not adversely affect the General Plan, as is expressly set forth in the Request for Council Action dated October 21, 2013, together with all supporting documents, including but not limited to, proposed resolutions, which are incorporated herein by this reference. Section 2. The Amendment to Development Agreement, a true and correct copy of which is attached hereto as Exhibit 1, is hereby approved, and the City Manager and Clerk of the Council are authorized to execute it on behalf of the City with such non- substantive changes as may be authorized by the City Manager and City Attorney. The Clerk of the Council is hereby authorized and directed to cause this Development Agreement to be recorded with the County Recorder's Office. Section 3. This ordinance shall not be effective unless and until Resolution No. 2013- is adopted and becomes effective. If said resolution is 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 ordinance shall be null and void and have no further force and effect. Section 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of , 2013. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Ryan O. Hodge Assistant City Attorney Ordinance No. NS-XXX Page 2 of 3 75A-228 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance No. NS-XXX Page 3 of 3 75A-229 75A-230 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza M-30 P.O. Box 1988 Santa Ana, California 92702 FREE RECORDING GOVERNMENT CODE 46103 FIRST AMENDED AND RESTATED DEVELOPMENT AGREEMENT by and between THE CITY OF SANTA ANA and LYON HOUSING (FIRST STREET) XLVIII, LLC Dated: ,2013 Exhibit 1 067619\5448832v5 75A-231 DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND LYON HOUSING (FIRST STREET) XLVIII, LLC, a Delaware limited liability company This FIRST AMENDED AND RESTATED DEVELOPMENT AGREEMENT is entered into between THE CITY OF SANTA ANA, a charter city and municipal corporation duly authorized under the Constitution and laws of the State of California ("City") and LYON HOUSING (FIRST STREET) XLVIII, LLC, a Delaware limited liability company ("Owner"). The City and Owner are referred to jointly within this First Amended and Restated Development Agreement as the "Parties" and individually as a "Party." 1. RECITALS. The First Amended and Restated Development Agreement is entered into with reference to the following facts: 1.1 The Property. The real property which is the subject of this First Amended and Restated Development Agreement is located at 1901 E. 1st Street in Santa Ana, California (the 'Property"). The Property is more particularly described in Exhibits A and B to this First Amended and Restated Development Agreement. The Property is a 5.1 acre parcel within the Metro East Mixed Use Overlay Zone that is located at the northeast comer of First Street and Cabrillo Park Drive. The Property is bounded by multi-tenant office buildings, a parking structure, and Kaiser Permanente medical offices to the north, low-rise office buildings and retail development to the East, First Street to the South, and Cabrillo Park Drive and a 15-story Xerox Centre office building to the West. The Property was previously occupied by a two-story, 75,300 square foot building (the "Main Building") and an existing parking structure with approximately 660 parking spaces (the "Existing Parking Structure"). The Main Building has been demolished, but the Existing Parking Structure remains on the Property. 1.2 The Original Agreement. (a) On April 2, 2007, the City Council of the City of Santa Ana (the "City Council") adopted Ordinance No. NS-2741 approving a Development Agreement between the City and 1901 E. 1st Street Partners, LLC (the "Original Agreement'). Ordinance No. NS-2741 became effective on May 2, 2007, which became the effective date of the Original Agreement. 067619\5448832v5 75A-232 (b) Before approving the Original Agreement, the City Council certified Environmental Review No. 2006-01 for the Original Agreement and the development proposal which was the subject of the Original Agreement (the "Original EIR"). (c) Both this First Amended and Restated Development Agreement and the Original Agreement pertain to the Property. (d) 1901 E. 1st Street Partners, LLC, a Delaware limited liability company, was the owner of the Property at the time of the Original Agreement (the "Original Owner'). (e) On September 30, 2012, Owner acquired the Property from 1901 Santa Ana Land, LLC, a Delaware limited liability company and a successor of the Original Owner. (f) By entering into this First Amended and Restated Development Agreement, the City Council approves the assignment of the rights and delegation of the obligations under the Original Agreement to Owner. 1.3 Purpose of this First Amended and Restated Development Agreement. (a) The purpose of this First Amended and Restated Development Agreement is to facilitate the development of the Property. This First Amended and Restated Development Agreement is not a new development agreement, but rather an amendment and restatement of the terms of the Original Agreement. The purpose of this First Amended and Restated Development Agreement is to (1) reflect a revised development plan for the Property and (2) extend the term set forth in the Original Agreement. (b) Owner proposes to develop on the Property a new 264-unit multifamily residential development (the "Project'). The Project will consist of a new 5-story low-rise Type III-A building containing 250 units to be constructed against the west side of the Existing Parking Structure and a new 3-story Type V-A townhouse building wrapping the south and east sides of the garage containing 14 townhouse units. A 5,000 GSF clubhouse and recreation deck with pool will be added over the southern half of the Existing Parking Structure. The project will also include approximately 2,424 SF of retail space on the corner of First Street and Cabrillo Park Drive. 067619\5448832v5 75A-233 1.4 Code Authorization. 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 development certainty for both the City and Owner in the development process. City enters into this First Amended and Restated Development Agreement pursuant to the provisions of the Government Code and applicable City policies. The Parties acknowledge: (a) This First Amended and Restated Development Agreement is intended to assure adequate public facilities at the time of development. (b) This First Amended and Restated Development Agreement is intended to assure development in accordance with City's General Plan, applicable Specific Plans and the Metro East Mixed-Use Overlay Zone. (c) This First Amended and Restated Development Agreement will permit achievement of goals and objectives as reflected in the City's General Plan, all applicable Specific Plans and the Metro East Mixed-Use Overlay Zone. (d) Owner is required by existing City regulations to provide mitigation for certain identified impacts and pay certain regulatory fees as conditions of approvals through the regulatory process. (e) This First Amended and Restated Development Agreement will allow City to realize extraordinary and significant public infrastructure facilities and other supplemental benefits in addition to those available through the existing regulatory process. (f) Many of the extraordinary and significant benefits identified as consideration to City for entering into this First Amended and Restated Development Agreement are of regional significance, relate to existing deficiencies in public facilities, require Owner 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. 1.5 Owner. Owner represents and warrants that it has a legal or equitable interest in the Property. 067619A5448832v5 3 75A-234 1.6 Interest of Owner. Owner represents that it has approved this First Amended and Restated Development Agreement and is authorized to enter into this First Amended and Restated Development Agreement. 1.7 Public Hearings. The Original Agreement was the subject of a series of Planning Commission and City Council public hearings in 2007. In addition, this First Amended and Restated Development Agreement was the subject of the following public hearings: (a) Planning Commission. On August 26, 2013, the Planning Commission, after giving notice pursuant to Government Code Sections 65090 and 65091, held a public hearing to consider the Owner's application for this First Amended and Restated Development Agreement and the environmental documentation evaluating the potential impacts of the First Amended and Restated Development Agreement. (b) City Council. On September 16, 2013, and continued to October 21, 2013, the City Council, after providing notice as required by law, held a public hearing to consider Owner's application for this First Amended and Restated Development Agreement (c) Environmental Analysis. Before approving this First Amended and Restated Development Agreement, the Planning Commission and the City Council reviewed an Addendum to previously prepared Environmental Review No. 2006-01 and the City Council approved the Addendum (the "Addendum"). 1.8 City Council Findings. The City Council finds that this First Amended and Restated Development Agreement is consistent with the General Plan, applicable specific plan(s), applicable zoning regulations, and all other applicable ordinances, plans, policies and regulations of the City. 1.9 City Ordinance. On , 2013, the City Council adopted Ordinance No. approving this First Amended and Restated Development Agreement. That ordinance becomes effective thirty (30) days after the date of adoption. 2. DEFINITIONS. In this First Amended and Restated Development Agreement, unless the context otherwise requires: 2.1 "Amendment Date" means _ 2013, the date on which the Adopting Ordinance became effective. 067619\5448832v5 4 75A-235 2.2 "Applicable Rules" means all rules, regulations, ordinances and official plans and policies of the City in force as of the Effective Date as included within the Santa Ana Municipal Code ("SAMC"), the Metro East Mixed- Use Overlay Zone, this First Amended and Restated Development Agreement and the Entitlements, as defined below. 2.3 "Effective Date" means May 2, 2007, the date upon which the ordinance approving the Original Agreement became effective. 2.4 "Entitlements" means this First Amended and Restated Development Agreement modifying Development Agreement No. 2007-01, Environmental Review No. 2006-01, the Addendum, General Plan Amendment No. 2007-01, Vesting Tentative Tract Map No. 2013-4, Zoning Ordinance Amendment No. 2007-01, the Metro East Overlay Zone Public Realm Improvement Plan, Site Plan Review Approval No. 2013-3, and any changes to these to which Owner has consented in writing. 2.5 "In Lieu Park Development Fee" means the fee to be paid by Owner to fully satisfy all park-related obligations of the Project as provided in Section 5.10 below. 2.6 "Owner" means Lyon Housing (First Street) XLVIII, LLC, a Delaware limited liability company. 2.7 "Original Agreement" means the Development Agreement between the City and 1901 E. 1 st Street Partners, LLC approved by the City Council on April 2, 2007, by Ordinance No. NS-2741. 2.8 "Original Hearing Date" means the date on which the City Council conducted the first reading of Ordinance No. NS-2741 approving the Original Agreement. 2.9 "Project" is the development on the Property of a 264-unit multiple family residential development and approximately 2,424 square feet of retail space as generally set forth in the Entitlements. 2.10 "Property" means the real property described in Exhibit A and referred to in Exhibit B. 2.11 "Public Art" is defined in Section 5.1.7. 2.12 "Public Art Fee" is defined in Section 5.1.7 2.13 "Public Art Plan" is set forth in Exhibit C to this First Amended and Restated Development Agreement. 067619\5448832v5 5 75A-236 2.14 "Reserved Powers" means the rights and authority excepted from this First Amended and Restated Development Agreement's restrictions on the City's police powers and which are instead reserved to the City. The Reserved Powers include the power to enact and implement rules, regulations, ordinances and policies after the Effective Date that are not in conflict with the Applicable Rules or that may be in conflict with the Applicable Rules, but: (a) prevent or remedy conditions which the City has found to be injurious or detrimental to the public health and/or safety; (b) are Uniform Codes; (c) are required to comply with mandates under state and federal laws, rules and regulations (whether enacted previous or subsequent to the Effective Date) or to comply with a court order or judgment of a state or federal court; or (d) relate to increases in development impact fees occurring after the Effective Date. 2.15 "Uniform Codes" means those building, electrical, mechanical, fire and other similar regulations which are based on recommendations of a multi- state professional organization and become applicable throughout the City, such as, but not limited to, the California Building Code, the California Electrical Code, the California Mechanical Code, or the California Fire Code (including those amendments to the promulgated Uniform Codes which reflect local modification to implement the published recommendations of the multi-state organization and which are applicable City-wide) 2.16 "Utility Release" means the formal approval of the City Building Department, following its inspection, that residential unit(s) may be released for initial connection to the electrical power system, water service system, gas service system, and sanitary sewer system. Utility Release(s) do not include temporary utility service provided to any structure during construction. 3. EXHIBITS. The following documents referred to in this First Amended and Restated Development Agreement are attached to this First Amended and Restated Development Agreement and are identified as follows: Exhibit Designation Description Referred to in Section A Property Legal Description 1.1, 2.10 B Property Graphical Description 1.1 C Public Art Plan 2.13, 5.1.7 067619\5448832,5 6 75A-237 D Offsite Improvements 5.1.8 4. GENERAL PROVISIONS. 4.1 Term of First Amended and Restated Development Agreement (the "Term"). The ten-year term of the Original Agreement started on the Effective Date of May 2, 2007, and would have ended on May 2, 2017. This First Amended and Restated Development Agreement shall extend the end of the Term to ten years after the effective date of the ordinance approving this First Amended and Restated Development Agreement. 4.2 Assignment. Owner shall have the right to transfer or assign the Property, in whole or in part, to any person, entity (public or private), partnership, joint venture, firm or corporation at any time during the term of this First Amended and Restated Development Agreement; provided, however, the rights of Owner under this First Amended and Restated Development Agreement may not be transferred or assigned unless the written consent of the Council is first obtained and any transfer or assignment of the rights under this First Amended and Restated Development Agreement shall include in writing the assumption of the duties, obligations, and liabilities arising from this First Amended and Restated Development Agreement if the City grants written consent to transfer the rights. Nor shall the rights of the Owner hereunder be subject to assignment by attachment, execution, or proceedings under any provision of the Bankruptcy Act, and any such assignment or transfer of the rights under this First Amended and Restated Development Agreement shall be wholly void and of no force and effect unless such written consent thereto be obtained from the Council. A transfer or assignment of the rights under this First Amended and Restated Development Agreement without the consent of the City shall not relieve Owner of any accrued duty, obligation or liability to City. No consent shall be required for sale of units to condominium unit buyers. During the term of this First Amended and Restated Development Agreement, any approved assignee or transferee of the rights under this First Amended and Restated Development Agreement shall observe and perform all of the duties and obligations of Owner contained in this First Amended and Restated Development Agreement as such duties and obligations pertain to the portion of the Property transferred or assigned. Any and all approved successors and assignees of Owner shall have all of the same rights, benefits, duties, obligations, and liabilities of Owner under this First Amended and Restated Development Agreement. If the Property is subdivided, any subdivided parcel may be sold, 067619\5448832v5 7 75A-238 mortgaged, hypothecated, assigned, or transferred to persons for development by them in accordance with the provisions of this First Amended and Restated Development Agreement. Upon assignment or transfer of the rights of Owner under this First Amended and Restated Development Agreement, the obligations of Owner and the transferee or assignee shall be joint and several. Should the Project be developed as or later converted to condominiums, individual condominium unit buyers shall not have any liability or obligation pursuant to this First Amended and Restated Development Agreement. 4.3 Amendment or Cancellation of First Amended and Restated Development Agreement. This First Amended and Restated Development Agreement may be amended from time to time or cancelled by the mutual consent of the Parties, but only in the manner required by Government Code Section 65868. As used within this First Amended and Restated Development Agreement, the terms "Agreement" and "Original Agreement" shall include any amendment properly approved executed. 4.4 Enforcement. Notwithstanding Government Code Section 65865.4, this First Amended and Restated Development Agreement is enforceable by either Party in any manner provided by law. The remedies provided in Section 7.4 shall not include, and City shall not be liable for, any action in damages or any costs or attorney's fees resulting from any dispute, controversy, action or inaction, or any legal proceeding arising out of this First Amended and Restated Development Agreement. 4.5 Indemnification by Owner. Owner agrees to and shall indemnify, defend (through its own counsel) and hold City, its officers, agents, employees, consultants, and representatives harmless from liability for damages, attorneys' fees, restitution, judicial or (to the extent legally possible) equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from construction activities with respect to the Project by the Owner or their contractors, subcontractors, agents, employees, or other persons acting on their behalf. Owner further agrees to indemnify, defend (through its own counsel) and hold City, its officers, agents, employees, consultants, and representatives harmless from any Litigation, as hereinafter defined. For purposes of this paragraph, "Litigation" shall mean any lawsuit, action or cross-action, challenging the validity of this transaction, the Project as defined in Section 2.9, or any portion thereof or the rights of either party hereunder and/or the rights of either party to engage in the acts and transactions contemplated by this First Amended and Restated Development Agreement. Notwithstanding any other provision of this First 067619\5448832v5 8 75A-239 Amended and Restated Development Agreement, this indemnity and duty to defend shall be limited as follows: (a) Owner shall have no responsibility to defend the City under this section for any aspect of Litigation challenging Amendment Application 2007-01, General Plan Amendment No. 2007-01, and/or Zoning Ordinance Amendment No. 2007-01 (the "Overlay"). (b) In the event the Litigation results in a judgment and/or award of damages and/or attorneys' fees related to the Overlay but in no way related to the application of the Overlay to the Property, Owner shall have no responsibility to indemnify the City therefor. (c) In the event of any Litigation the parties agree to affirmatively cooperate in defending said action. (d) Owner shall have approval of any settlement if, (i) it will affect Owner's project, or (ii) Owner will be required to pay (or reimburse) any amounts (regardless of type) in connection with the settlement (including attorneys' fees and costs). (i) If City determines to settle over Owner's objections, then Owner may upon thirty (30) days written notice terminate defense of the action. (ii) If City rejects a settlement offer that Owner deems reasonable, then Owner may upon thirty (30) days written notice terminate defense of the action. (e) Owner shall be allowed to terminate its defense if it determines to abandon defense of its project application; provided, however, that in such circumstance Owner shall be solely liable for award, if any, of costs or attorneys' fees to plaintiff/petitioner incurred prior to the effective date of termination. 4.6 Binding Effect of First Amended and Restated Development Agreement. To the extent not otherwise provided in Section 4.2 of this First Amended and Restated Development Agreement, the burdens of this First Amended and Restated Development Agreement bind, and the benefits of the First Amended and Restated Development Agreement inure, to the parties successors in interest. 4.7 Relationship of the Parties. The contractual relationship between City and Owner arising out of this First Amended and Restated Development Agreement is one of independent contractor and not agency. This First 067619A5448832v5 9 75A-240 Amended and Restated Development Agreement does not create any third party beneficiary rights. 4.8 Notices. Any notice, tender, demand, delivery, or other communication pursuant to this First Amended and Restated Development Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: If to City, to: City Manager City of Santa Ana 20 Civic Center Plaza M-31 P.O. Box 1988 Santa Ana. California 92702 and City Attorney, City of Santa Ana 20 Civic Center Plaza M-29 P.O. Box 1988 Santa Ana, California 92702 If to Owner. to: Lyon Housing (First Street) XLVIII, LLC 4901 Birch Street Newport Beach, CA 92660 Attention: General Counsel and Tim Paone Cox Castle & Nicholson LLP 19800 MacArthur Boulevard Irvine, CA 92612-2480 A Party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered 067619\5448832v5 10 75A-241 or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty- four (24) hours after the time set forth on the transmission report issued by the transmitting telefacsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County, or city holidays shall be excluded. 5. DEVELOPMENT OF THE PROPERTY. 5.1 City Obligations. In consideration for Owner entering into this First Amended and Restated Development Agreement and performing its obligations hereunder and in order to effectuate the purposes and intentions set forth in this First Amended and Restated Development Agreement and the Development Agreement Act, the City hereby agrees during the Term as follows: 5.1.1 Vested Right to Develop. Owner is hereby granted the vested right to develop the Project subject to the terms and conditions of the Applicable Rules and the Reserved Powers. 5.1.2 Non-Application of Changes in Applicable Rules. Any change in, or addition to, the Applicable Rules, including, without limitation, any change in the General Plan, zoning ordinance, subdivision ordinance, or building regulation adopted or becoming effective after the Effective Date, including, without limitation, any such change by means of ordinance, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever, however denominated, and adopted by the City Council, Planning Commission or any City Agency, or by the electorate, as the case may be, which would, absent this First Amended and Restated Development Agreement, otherwise be applicable to the Project and which would conflict with the Applicable Rules, shall not be applied to the Project unless such changes represent an exercise of the City's Reserved Powers or are otherwise expressly allowed by this First Amended and Restated Development Agreement. In the event that state or federal laws or regulations enacted after this First Amended and Restated Development Agreement has been entered into, prevent or preclude compliance with one or more provisions of this First Amended and Restated Development Agreement, such provisions of this First Amended and Restated Development Agreement shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations. 067619\5448832v5 t t 75A-242 5.1.3 Agreed Changes and Other Reserved Powers. This First Amended and Restated Development Agreement shall not preclude application to the Project of rules, regulations, ordinances and officially adopted plans and policies in conflict with the Applicable Rules where such additional rules, regulations, ordinances and officially adopted plans and policies (a) are mutually agreed to in writing by Owner and the City, or (b) result from the Reserved Powers. 067619\5448832v5 5.1.4 Subsequent Development Approvals. The City shall require Owner to obtain only those Subsequent Development Approvals that are required by the Applicable Rules or the Reserved Powers. City agrees that it shall condition any Subsequent Development Approvals based only on the Applicable Rules and/or Reserved Powers. 5.1.5 Moratoria. In the event an ordinance, resolution or other measure is enacted, whether by action of the City, by initiative, or otherwise, which relates to the rate, amount, timing, sequencing, or phasing of the development or construction of the Project on all or any part of the Property, City agrees that, unless required by applicable state law, such ordinance, resolution or other measure shall not apply to the Project, Property or this First Amended and Restated Development Agreement, unless such changes are adopted pursuant to the City's exercise of its Reserved Powers or other applicable provision of this First Amended and Restated Development Agreement. 5.1.6 Timing of Development. The parties acknowledge that Owner cannot at this time predict when or if the Property will be developed. Such decisions depend upon numerous factors which are not within the control of Owner such as market orientation and demand, interest rates, absorption, completion and other similar factors. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal. 3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties' agreement, it is the parties' intent to cure that deficiency by acknowledging and providing that except as provided in and subject to Section 5.11, Owner shall have the right to develop the Property at such rate and at such time as Owner deems appropriate within the exercise of its subjective business judgment. 12 75A-243 5.1.7 Development, Construction, and Completion of Public Art. Owner shall include within the Project single or grouped permanent work of public art consistent with the Public Art Plan (collectively, "Public Art") at a cost of not less than One Hundred Twenty Five Thousand Dollars ($125,000) (the 'Public Art Fee"). 5.1.8 Additional Offsite Mitigation Measures. The offsite mitigation measures (i.e., which clarify mitigation measures set forth in the Project entitlements) which must be constructed by Owner are as set forth in Exhibit D to this First Amended and Restated Development Agreement. All funds or costs for offsite mitigation measures required pursuant to the approvals set forth in section 2.4 of this First Amended and Restated Development Agreement shall be paid or security provided therefor in conformance with the provisions of the Subdivision Map Act, no later than recordation of the final subdivision map for the Project, or issuance of the first building permit for the Project, whichever comes first. 5.1.9 Irrevocable Offer to Dedicate Easements or Land To Implement Public Realm Improvement Plan. On the face of the final map for the Project, or contemporaneous with offering the final map for filing with the County if it is not placed on the final map, Owner shall execute an irrevocable offer to dedicate to the City such property interest (easement for the breezeway/lane along the north side and fee title along the south side of the Project) as is necessary to effectuate the Metro East Public Realm Improvement Plan adopted contemporaneously with the Project. Owner shall not be required to dedicate additional land pursuant to any amendments to said Plan which may occur following its adoption. Owner shall be entitled to an offset against its obligations under Section 5.7 of this First Amended and Restated Development Agreement for such property. 5.2 Exclusion from Existing Rules, Regulations and Policies. (a) Pursuant to Government Code Section 65866 and Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, 208 Cal.Rptr. 228, 690 P.2d 701, City retains the right to enact police power regulations on matters not covered by Section 5.1 of this First Amended and Restated Development Agreement, including without limitation: (i) Municipal laws and regulations which do not interfere with Owner's vested rights to develop and use the Property in accordance with Section 5.1 of this First Amended and 067619\5448832x5 13 75A-244 Restated Development Agreement. Owner and its successors and assigns and all persons and entities in occupation of any portion of the Property shall comply with such non-conflicting laws and regulations as may from time to time be enacted or amended hereafter. Specifically, but without limitation on the foregoing, such non-conflicting laws and regulations include the following: • Taxes, assessments, fees and charges, except as otherwise specifically provided in this First Amended and Restated Development Agreement; • Building, electrical, mechanical, fire and similar codes based upon uniform codes incorporated by reference into the Santa Ana Municipal Code; • Laws, including zoning code provisions, which regulate the manner in which business activities may be conducted or which prohibit any particular type of business activity on a city-wide basis; and • Procedural rules of general City-wide application. 5.3 Construction Standards and Specifications. The construction standards (e.g., the Uniform Codes) and specifications for all Project construction shall be subject to applicable construction standards and guidelines in effect at the time that any development approval shall be sought for the Project or any unit or structure contained within the Project. 5.4 FAA Approval. Owner shall obtain and maintain, during the term of this First Amended and Restated Development Agreement, any and all necessary approvals from the FAA for the Project. Should such approvals lapse and not be reinstated or reapproved prior to the issuance of the first building permit, the City shall have the right to terminate this First Amended and Restated Development Agreement. 5.5 Processing Fees. All fees and charges intended to cover City costs associated with processing development of the Property, including but not limited to fees and charges for applications, processing, inspections, plan review, plan processing, and/or environmental review, which are existing or may be revised or adopted during the term of this First Amended and Restated Development Agreement, shall apply to the development of the Property. 067619\5448832v5 14 75A-245 5.6 Amendments or Additions to Citywide Fee Programs. This First Amended and Restated Development Agreement shall not preclude the inclusion of and changes to fee programs, taxes whether special or general, or assessments (hereafter collectively referred to as "fees") adopted by the City after the effective date of this First Amended and Restated Development Agreement, which shall be applicable to the Project or the Property provided that they (1) are standard fees applicable to all development in the City (although actual fee rates may vary within the City where bona fide Citywide fee zones have been established), (2) are not applicable primarily or only to this Project, or (3) are not imposed to either (a) mitigate, offset or compensate for Project impacts which were analyzed in the environmental impact report prepared for the Project, or (b) duplicate any project design features conditions of approval, agreements, or mitigation measures contained in this First Amended and Restated Development Agreement 5.7 Community Facilities District or Other Financing Tool. Owner agrees to petition for, and fully support (including voting to establish, if required), the establishment of or annexation into a Community Facilities District or similar financing mechanism covering the Property, in order to fund the proposed project's fair share of eligible items, e.g., the costs of implementing the Metro East Public Realm Improvement Plan; provided, however that the total effective tax rate (including but not limited to regular property or ad valorem taxes, special taxes, benefit assessment or other imposition) shall not exceed an annual levy of one and six-tenths percent (1.6%) of the Property's valuation, as improved. Owner and City shall cooperate in good faith to designate those improvement and/or fees to be funded by the Community Facilities District or other mechanism. Owner shall have the right to review and approve any final list of said facilities and/or fees; provided, however that Owner's approval may not be unreasonably withheld. 5.8 Phasing of Project. The parties agree and acknowledge that the Project may be built in up to two (2) phases (with one tower in each phase), but that, except as otherwise expressly stated herein, all conditions and mitigation measures shall be implemented as part of the initial phase; provided, however that Owner may propose to delay to the second phase on-site conditions (e.g., sidewalks) that could be damaged by future construction. Prior to issuance of the first building permit for the Project, Owner shall submit a proposed Phasing Plan to the City, for review and approval by the City's Planning Commission. The proposed Phasing Plan shall contain those items Owner deems necessary, but shall include the timing for first and second phase construction and interim site improvements (i.e., landscaping, internal circulation) between the phases. 067619A5448833v5 15 75A-246 The approved Phasing Plan must be implemented within six (6) months after completion of the first phase (i.e., issuance of first Utility Release). 5.9 Inclusionary Housing. Owner shall produce and incorporate a total of ten (10) low-income affordable units, including five (5) one-bedroom units and five (5) two-bedroom units, within the Project pursuant to the terms and regulations of Article XVIII.I of Chapter 41 of the Santa Ana Municipal Code. 5.10 In-Lieu Park Development Fee. The Owner shall pay an in-lieu park development fee in the amount of One Million Four Hundred Fifty Thousand Dollars ($1,450,000) with respect to the Project ("In-Lieu Park Development Fee") payable pro rata, which pro rata fraction shall be determined based on a fraction the numerator of which is the total number of residential units in a phase and the denominator of which is the total number of residential units in the Project. The pro rata In-Lieu Park Development Fee shall be paid prior to issuance of the building permit for each phase. The City shall use said fees for new parkland, capital improvements at existing parks, and deferred maintenance at existing parks (up to a maximum of fifty percent of amount of the fee). If not used or appropriated this fee shall be returned to Developer, consistent with the provisions of (and subject to the exceptions contained within) the California Mitigation Fee Act, Government Code § 66000 et seq. Owner may propose in future an alternative in-lieu of the provisions of this section which fully satisfies this requirement, and if such proposal is consistent with City's park plans and standards, the City shall consider such proposal in good faith; provided, however, that if approved such proposal shall be the subject of an amendment to this First Amended and Restated Development Agreement entered into pursuant to Government Code section 65868. 5.11 Covenants, Conditions, and Restrictions. Owner may, at its sole option, decide in the future to sell individual residential units as condominiums. Prior to the issuance of the first building permit for the Project, Owner shall provide to the City the proposed Covenants, Conditions, and Restrictions ("CC&R's") to be recorded against the Property for the condominiums. Those CC&R's must be approved by the Planning and Building Agency's Executive Director (or the person acting in the equivalent role if the title of the position is changed. The City's review and approval of the CC&R's shall be limited to determining inclusion of the following restrictions within the CC&R's: 067619\5448832v5 16 75A-247 (a) No more than four residents shall be permitted for each unit, except that for three-bedroom units, there shall be no more than five residents per unit. (b) All initial sales of residential units by Owner shall include a covenant that the buyer may not re-sell the unit for a period on one (1) year. (c) No home occupation shall be permitted in a unit, except in accordance with Section 41-192 et seq. of the Santa Ana Municipal Code. (d) Allocation of responsibility for repair of perimeter walls and common areas, including landscaping, will be specified in the CC&R's in the event of damage. (e) Notice of the urban character of the City and this area, including but not limited to (i) the permitted uses of the property and buildings in the immediate area of the development (e.g., Xerox Towers, State Compensation Insurance Fund, 1-5 and SR-55 freeways). (f) The release of the City from all claims which may arise from or relate to the urban character of the City and this area. (g) A term of the CC&R's of an initial period of ninety- nine years, with automatic and repeating one-hundred (100) year extensions, unless terminated earlier by the joint consent of (i) the City and (ii) not less than seventy five percent of those condominium owners entitled to vote under the CC&R's. (h) The need for the approval of the City to any proposed modifications to the provisions of the CC&R's identified in this Section 5.11. (i) The imposition of a significant financial penalty by the Home Owner's Association upon any member who violates the provisions of the CC&R's identified in this Section 5.11. 5.12 Conditions of Discretionary Approvals. 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 First Amended and Restated Development Agreement (although such conditions must comply with the Applicable Rules). 067619\5448832x5 17 75A-248 5.13 Compliance with Governmental Requirements. Owner shall carry out the design, construction, and operation of the Project in substantial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City, or any other political subdivision in which the Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City, Owner or the Property, including all applicable federal, state, and local occupation, safety and health laws, rules, regulations and standards, applicable state and labor standards, applicable prevailing wage requirements, the City zoning and development standards, City permits and approvals, building, plumbing, mechanical and electrical codes, as they apply to the Property and the Project, and all other provisions of the City and its Municipal Code (as they apply to the Property and the Project), and all applicable disabled and handicapped access requirements, including, without limitation, the Americans With Disability Act, 42 U.S.C. § 12101 et seq., Government Code§ 4450 et seq., and the Unruh Civil Rights Act, Civil Code§ 51 et seq. (collectively, "Governmental Requirements"). 6. ANNUAL REVIEW. 6.1 City and Owner Responsibilities. City shall, at least every twelve (12) months during the term of this First Amended and Restated Development Agreement, review the extent of good faith substantial compliance by Owner with the terms of this First Amended and Restated Development Agreement. Pursuant to Government Code Section 65865.1, as amended, Owner shall have the duty to demonstrate by substantial evidence its good faith compliance with the terms of this First Amended and Restated Development Agreement at the periodic review. 6.2 Review Letter. If Owner is found to be in compliance with this First Amended and Restated Development Agreement after annual review, City shall, upon written request by Owner, issue a Review Letter to Owner (the "Letter") stating that based upon information known or made known to the City Council, the City Planning Commission and/or the City Planning Director, this First Amended and Restated Development Agreement remains in effect and Owner is not in default. Owner may record the Letter in the Official Records of the County of Orange. 6.3 Failure to Conduct Annual Review. City's failure to review at least annually Owner's compliance with the terms and conditions of this First Amended and Restated Development Agreement shall not constitute or be 067619\5448832v5 18 75A-249 asserted by any Party as a breach of this First Amended and Restated Development Agreement by Owner or City. 7. DEFAULT. 7.1 Events of Default. Owner is in default under this First Amended and Restated Development Agreement upon the happening of one or more of the following events or conditions: (a) If a warranty, representation, or statement made or furnished by Owner to the City is false or proves to have been false in any material respect when it was made; (b) A finding and determination made by the City Council following a periodic review under the procedure provided for in Government Code Section 65865.1 that upon the basis of substantial evidence the Owner has not complied in good faith with one or more of the terms or conditions of this First Amended and Restated Development Agreement; (c) Failure to comply with Governmental Requirements; (d) Any other event, condition, act, or omission which materially interferes with the intent and objectives of this First Amended and Restated Development Agreement. 7.2 Procedure upon Default. The following principles and procedures shall be applied in the determination of any Default: (a) Upon the occurrence of default, City shall give Owner (the "defaulting party") thirty (30) days written notice specifying the nature of the alleged default and, when appropriate, the manner in which said default may be satisfactorily cured. After proper notice and expiration of said thirty (30) day cure period without cure, City may terminate or amend this First Amended and Restated Development Agreement in accordance with the procedure adopted by the City as to all defaults that may be cured within said thirty (30) day cure period. For defaults that cannot be cured within said thirty (30) day cure period, City may terminate or amend this First Amended and Restated Development Agreement in accordance with the procedure adopted by the City should at any time Owner fail to diligently proceed in curing the default. Failure or delay in giving notice of default shall not constitute a waiver of any default, nor shall it change the time of default. 067619\5448832x5 19 75A-250 (b) City does not waive any claim of defect in performance by Owner, if on periodic review the City does not propose to modify or terminate this First Amended and Restated Development Agreement. (c) Non-performance shall not be excused because of failure of a third person. (d) An express repudiation, refusal, or renunciation of the contract, if the same is in writing and signed by the Owner, shall be sufficient to terminate this First Amended and Restated Development Agreement and a hearing on the matter shall not be required. (e) Adoption of a law or other governmental activity making performance by the Owner unprofitable or more difficult or more expensive does not excuse the performance of the obligation by the Owner. (f) All other remedies at law or in equity which are not inconsistent with the provisions of this First Amended and Restated Development Agreement are available to the parties to pursue in the event there is a breach. 7.3 Damages upon Termination. In no event shall Owner be entitled to any damages against City upon termination of this First Amended and Restated Development Agreement. 7.4 Institution of Legal Action. In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any default or breach, to specifically enforce any covenants or agreements set forth in this First Amended and Restated Development Agreement, or to enjoin any threatened or attempted violation of this First Amended and Restated Development Agreement; or to obtain any remedies consistent with the purpose of this First Amended and Restated Development Agreement. Legal actions shall be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District of California, Southern Division. 8. MORTGAGEE PROTECTIONS 8.1 Right to Owner/Notice/Multiple Mortgagees. Owner shall have the absolute right to encumber Owner's right, title and interest in, to and under this First Amended and Restated Development Agreement and the Property pursuant to one or more Mortgages. Because certain portions of the Project may be developed by one or more assignees, the Parties 067619\5448832v5 20 75A-251 acknowledge and agree that different Mortgages may encumber the Property and that there may be a separate Mortgage in effect with respect to separate parcels within the Property. It is the intention of the Parties that the rights and protections granted in this Section 8 to each Mortgagee shall only apply to the parcels upon which such Mortgagee's Mortgage is a lien (each a "Mortgage Parcel"), and to the rights, privileges and obligations under this First Amended and Restated Development Agreement relating to such Mortgage Parcel. 8.2 Notice of Breach to Mortgagee or Deed of Trust Holders; Right to Cure. With respect to any mortgage or deed of trust granted by Owner as provided herein, whenever the City delivers any Notice or demand to Owner with respect to any Breach by Owner under this First Amended and Restated Development Agreement and if Owner fails to cure the Breach within the time set forth herein, the City shall deliver to each Mortgagee a copy of such notice or demand accompanied by a writing to the affect that Owner has failed to cure a Breach ("Mortgagee Notice"); provided that Owner or Mortgagee has provided City with addresses for such purpose. Each such Mortgagee shall (insofar as the rights granted by the City are concerned) have the right, at its option, within thirty (30) days after the receipt of the Mortgagee Notice, to cure or remedy or commence to cure or remedy and thereafter to pursue with due diligence the cure or remedy of any such Breach and to add the cost thereof to the mortgage debt and the lien of its mortgage; provided, however if the Mortgagee is legally prevented from curing such Breach because of a bankruptcy by the Owner then the thirty (30) day period shall be tolled until such bankruptcy is confirmed or rejected. Nothing contained in this First Amended and Restated Development Agreement shall be deemed to permit or authorize such Mortgagee to take advantage of Owner's rights hereunder, or any portion thereof, without first having expressly assumed Owner's obligations to the City by written agreement reasonably satisfactory to the City. It is understood that a Mortgagee shall be deemed to have satisfied the thirty (30) day time limit set forth above for commencing to cure or remedy Owner default which requires title and/or possession of the Property (or portion thereof) if and to the extent any such Mortgagee has within such thirty (30) day period commenced proceedings to obtain title and/or possession and thereafter the Mortgagee diligently pursues such proceedings to completion and cures or remedies the Breach, provided that, in such event, all noncurable Defaults shall be waived. 8.3 Mortgagee Not Obligated Under this First Amended and Restated Development Agreement. Unless a Mortgagee expressly assumes Owner's Obligations to the City in accordance with Section 8.2, no Mortgagee shall in any way be obligated by the provisions of this First 067619A5448832v5 21 75A-252 Amended and Restated Development Agreement, nor shall any covenant or any other provision in this First Amended and Restated Development Agreement be construed to obligate such Mortgagee. Nothing in this First Amended and Restated Development Agreement shall be deemed to construe, permit or authorize any such Mortgagee to devote the Mortgage Parcel to any uses or to construct any improvements on the Mortgagee Parcel, other than those uses or improvements provided for or authorized by this First Amended and Restated Development Agreement. 8.4 No Liability. No Mortgagee shall have any liability beyond its interest in the Mortgage Parcel acquired through enforcement of its Mortgage for the performance or payment of any covenant, liability, warranty or obligation under this First Amended and Restated Development Agreement. City agrees that it shall look solely to the interests of such Mortgagee in such Mortgage Parcel for payment or discharge of any such covenant, liability, warranty or obligation. 8.5 No Amendment or Termination. This First Amended and Restated Development Agreement shall not, without the prior written consent of all Mortgagees holding Mortgages on any portion of the Property, be amended to (a) terminate this First Amended and Restated Development Agreement prior to the expiration of the Term (except as expressly provided above) or (b) change any provision of this First Amended and Restated Development Agreement which, by its terms, is specifically for the benefit of Mortgagees. No amendment to this First Amended and Restated Development Agreement affecting the Property or any part thereof, made without the consent of any Mortgagee holding a Mortgage on such Property, or any part thereof, shall be binding upon such Mortgagee or its successors in interest should it become a party hereto. 8.6 Condemnation or Insurance Proceeds. Nothing in this First Amended and Restated Development Agreement shall impair the rights of any Mortgagee, pursuant to its Mortgage, to receive insurance and/or condemnation proceeds which are otherwise payable to Owner granting such Mortgage. 8.7 Title by Foreclosure. Except as otherwise set forth herein, all of the provisions contained in this First Amended and Restated Development Agreement applicable to any of the Mortgage Parcel shall be binding on and for the benefit of any person who acquires title to the property, or any part thereof, by foreclosure under a Mortgage or transfer by deed in lieu. 8.8 Delegation to Mortgagee. Owner may delegate and/or assign irrevocably to any Mortgagee the non-exclusive authority to exercise any 067619A5448832v5 22 75A-253 or all of Owner's obligations and/or rights hereunder with respect to the Mortgage Parcel, but no such delegation shall be binding upon the City unless and until either Owner or such Mortgagee shall give to the City a true and correct copy of a written instrument effecting such delegation. Such delegation of authority may be effected by the terms of the Mortgage itself, in which case service upon the other Party of an executed counterpart or conformed copy of said Mortgage, together with written notice specifying the provisions therein which delegates such authority to said Mortgagee, shall be sufficient to give such other Party notice of such delegation. No such delegation or assignment shall relieve the Owner of that Mortgage Parcel of any of its obligations hereunder with respect to such Mortgage Parcel. 8.9 No Obligation to Cure. Nothing herein contained shall require any Mortgagee to cure any default of Owner referred to above. 8.10 Separate Agreement. The City shall, upon request, execute, acknowledge and deliver to each Mortgagee requesting same, an agreement prepared at the sole cost and expense of Owner, in form satisfactory to such Mortgagee and the City, between the City and the Mortgagees, agreeing to all of the provisions hereof, provided Owner pays for all legal and other consulting costs incurred by City in reviewing same. 8.11 Estoppel Certificate. Within thirty (30) days after written request therefore, the City shall execute and deliver to any proposed Mortgagee in connection with its new Mortgage and to such Mortgagee thereafter from time to time an estoppel certificate in form and substance satisfactory to Owner and such Mortgagee ("Estoppel Certificate"). The City hereby agrees to reasonably cooperate in including in any such Estoppel Certificate from time to time any provision which may reasonably be requested by any proposed Mortgagee for the purpose of implementing the Mortgagee protection provisions contained in this Section 8 and allowing such Mortgagee reasonable means to protect or preserve the lien and security interest of its Mortgage hereunder, clarifying the non- applicability of the provisions of this First Amended and Restated Development Agreement to such Mortgagee as it relates to parcels other than the Mortgage Parcel, and/or such other terms and provisions as are customarily required by Mortgagees (taking into account the customary requirements of their participants, syndication partners or ratings agencies) in connection with any such financing; provided, however, that no such Estoppel Certificate shall in any way materially adversely affect any rights of the City or increase any obligations of City under this First Amended and Restated Development Agreement. 067619\5448832x5 23 75A-254 8.12 Conflicts. If there is any conflict between this Section 8 and any other provision contained in this First Amended and Restated Development Agreement, this Section 8 shall control. 9. MISCELLANEOUS PROVISIONS. 9.1 Rules of Construction. The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory; "may" is permissive. If there is more than one signer of this First Amended and Restated Development Agreement, their obligations are joint and several. 9.2 Entire Agreement, Waivers and Amendments. This First Amended and Restated Development Agreement constitutes the entire understanding and agreement of the Parties with respect to the matters set forth in this First Amended and Restated Development Agreement. This First Amended and Restated Development Agreement supersedes all negotiation or previous agreements between the Parties respecting this First Amended and Restated Development Agreement. All waivers of any provision of this First Amended and Restated Development Agreement must be in writing and signed by the appropriate authorities of City or of Owner. All amendments to this First Amended and Restated Development Agreement must be in writing signed by the appropriate authorities of City and Owner, in a form suitable for recording in the Official Records of Orange County, California. Upon the completion of performance of this First Amended and Restated Development Agreement or its revocation or termination, an appropriate Certificate of Completion acknowledging such occurrence signed by the appropriate agents of Owner and City shall be recorded in the Official Records of Orange County, California. 9.3 Project as a Private Undertaking. It is specifically understood by the parties that: (a) the Project is a private development for purposes of Government Code Section 65864 et seq.; (b) City has no interest in or responsibilities for or duty to third parties concerning any improvements to the Property or in connection with the Project; and (c) Owner shall have the full power and exclusive control of the Property subject to the obligations of Owner set forth in this First Amended and Restated Development Agreement. 9.4 Incorporation of Recitals. The Recitals set forth in Section 1 of this First Amended and Restated Development Agreement are part of this First Amended and Restated Development Agreement. 9.5 Captions. The captions of this First Amended and Restated Development Agreement are for convenience and reference only, and shall not define, 067619A5448832v5 24 75A-255 explain, modify, construe, limit, amplify, or aid in the interpretation, construction, or meaning of any of the provisions of this First Amended and Restated Development Agreement. 9.6 Consent. Where the consent or approval of a Party is required by or necessary under this First Amended and Restated Development Agreement, the consent or approval shall not be unreasonably withheld. 9.7 Covenant of Cooperation. The Parties shall cooperate with and deal with each other in good faith. They will assist each other to the extent needed in the performance of the provisions of this First Amended and Restated Development Agreement. 9.8 Time of Essence. Time is of the essence for each provision of this First Amended and Restated Development Agreement of which time is an element. 9.9 Conflicts of Law. In the event that state or federal laws or regulations enacted after this First Amended and Restated Development Agreement has been entered into or the action or inaction of any other affected governmental jurisdiction prevent or preclude compliance with one or more provisions of this First Amended and Restated Development Agreement or require changes in plans, maps, or permits approved by the City, the parties shall provide the other party with written notice of such state or federal restriction, provide a copy of such regulation or policy, and a statement of conflict with the provisions of this First Amended and Restated Development Agreement. The Parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this First Amended and Restated Development Agreement to comply with such federal or state law or regulation. Thereafter, regardless of whether the parties reach an agreement on the effect of such federal or state law or regulation upon this First Amended and Restated Development Agreement, the matter shall be scheduled for hearing before the Council. Public notice of such hearing shall be given pursuant to Government Code Section 65854.5. The City Council, at such hearing, shall determine the exact modification or suspension which shall be necessitated by such federal or state law or regulation pursuant to Government Code Section 65869.5. At the hearing Owner shall have the right to offer oral and written testimony. 9.10 Recording. The City Clerk shall cause a copy of this First Amended and Restated Development Agreement to be recorded with the Office of the County Recorder of Orange County, California, within ten (10) days 067619\5448832v5 25 75A-256 following the effective date of this First Amended and Restated Development Agreement. IN WITNESS WHEREOF, this First Amended and Restated Development Agreement has been executed by the City of Santa Ana and by Owner. Dated this day of '2013. ATTEST: THE CITY OF SANTA ANA Clerk of the Council City Manager Approved as to Form: Title: 067619\5448832v5 LYON HOUSING (FIRST STREET) XLVIII, LLC a Delaware limited liability company By: Name: Title: 26 75A-257 STATE OF CALIFORNIA ) ss: COUNTY OF ORANGE ) On , 2013 before me, a Notary Public in for said state, personally appeared , who proved to me on the basis of satisfactory evidence to be the City Manager of THE CITY OF SANTA ANA, the charter city that executed the within instrument, known to me to be the person who executed the within instrument on behalf of the municipal corporation therein named, and acknowledged to me that such municipal corporation executed the within instrument pursuant to its bylaws or a resolution of its City Council. WITNESS my hand and official seal. Signature of Notary Public STATE OF CALIFORNIA ) ss: COUNTY OF ORANGE ) On , 2013 before me, a Notary Public in for said state, personally appeared , who proved to me on the basis of satisfactory evidence to be the City Manager of THE CITY OF SANTA ANA, the charter city that executed the within instrument, known to me to be the person who executed the within instrument on behalf of the municipal corporation therein named, and acknowledged to me that such municipal corporation executed the within instrument pursuant to its bylaws or a resolution of its City Council. WITNESS my hand and official seal. Signature of Notary Public 067619\5448832x5 27 75A-258 STATE OF CALIFORNIA ) ss: COUNTY OF ORANGE ) On , 2013 before me, a Notary Public in for said state, personally appeared , who proved to me on the basis of satisfactory evidence to be the City Manager of THE CITY OF SANTA ANA, the charter city that executed the within instrument, known to me to be the person who executed the within instrument on behalf of the municipal corporation therein named, and acknowledged to me that such municipal corporation executed the within instrument pursuant to its bylaws or a resolution of its City Council. WITNESS my hand and official seal. Signature of Notary Public 067619\5448832v5 28 75A-259 EXHIBIT A Property Legal Description THAT PORTION OF LOT 15 OF THE MAYBURY TRACT, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 36, PAGE 65 OF MISCELLANEOUS MAPS, RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL No. 1 AS SHOWN ON A MAP FILED IN BOOK 98, PAGE 30 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, AS AMENDED BY A CERTIFICATE OF CORRECTION RECORDED OCTOBER 20, 1977 IN BOOK 12424, PAGE 543 OF OFFICIAL RECORDS. EXCEPTING THEREFROM THAT PORTION OF PARCEL 1 AS SHOWN ON A MAP FILED IN BOOK 98, PAGE 30 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWESTERLY CORNER OF SAID PARCEL I; THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL 1 NORTH 89°31'52" EAST 34.14 FEET; THENCE NORTH 45°19'14" WEST 38.26 FEET TO A LINE PARALLEL WITH AND FEET EASTERLY FROM THE WESTERLY LINE OF SAID PARCEL 1; THENCE SOUTH 89°49'39" WEST 7.00 FEET TO SAID WESTERLY LINE; THENCE ALONG SAID WESTERLY LINE SOUTH 0 010'21" EAST 27.18 FEET TO THE POINT OF BEGINNING, AS GRANTED TO THE CITY OF SANTA ANA, IN DEED RECORDED SEPTEMBER 18, 1990 AS INSTRUMENT No. 90-493896, OF OFFICIAL RECORDS. Orange County Assessor's Parcel Number 400-081-08 067619\5448832x5 PSA aO EXHIBIT B Property Site Plan 067619\5448832v5 7%W 26 1 w ?? w ? a s ? n w ¢ ? 3 ??? a rn ?_ ?? ia? ?a a sp ? m ? O r3 ? I I II F^ _a 4. i I pl n lip 1 1 a- 1 y?3 SyE 2 k _ $ `L a I I Ill{iII p33@® e'i tl?!I I;Ir d?d,?. ? iA6166g5 ?? y1 ?I?t li4(9 I`` w.. a.. ? S?? ?S? ?zpa gsg <a • lIIIIII II,?l9 5 v?saa area ??8s?a8 II ??yu iC MAE 1 ? r ? 1 - Es „ o ? T e 133"Ps ISM 'E r ?- - I ?I I . .. EXHIBIT B-1 N C7 oa 4 4 k b r 1 { I P.J- ?E T77 7 a ?, r I ` <I f ?_ c. i I E I I I _ I (- EXHIBIT C Public Art Plan 1. The Public Art shall be designed, constructed, and installed by Owner. 2. A Final Design Plan for the Public Art shall be submitted to the City's Planning Commission within thirty (30) days prior to the issuance of a Final Certificate of Occupancy for the first unit of the Project. The Final Design Plan shall (i) identify one (1) or more specific items of Public Art for one (1) or more specific locations and/or application, and (ii) specify the timing of the installation of the Public Art. The installation shall occur no later than 180 days after the first utility release for the Project. Owner shall expend not less than One Hundred Twenty Five Thousand Dollars ($125,000) in total in connection with the Public Art. 3. The Public Art should invite participation and interaction, inspire, add local meaning, interpret the community by revealing its culture or history, and/or capture or reinforce the unique character of the new place. 4. The Public Art should be constructed using durable materials and finishes including but not limited to stone or metal. 5. The Public Art should be comprised of a single or grouped permanent work(s) at a prime location visible to the public and sited to complement features such as plaza or architectural components so that the Public Art is an integral part of the development site. 6. No Public Art shall include advertising of any type, including but not limited to products, service, or businesses. 7. All Public Art shall be properly maintained at all times, be free of any graffiti, and shall not incorporate any flashing or distracting form of illumination. 8. The Owner may assign ownership, maintenance and/or repair responsibilities of the Public Art to one or more Owners' Association(s). 9. All Public Art shall remain on the Property and may not be removed without the approval of the Planning Commission. 10. Expenses not included in the Public Art Fee. a. Expenses to locate the artist(s) (e.g., airfare for artist interviews, etc.) b. Architect and Landscape Architect fees incurred in connection with the Public Work(s) of Art. 067619\5448832v5 "61ALIA w C. Landscaping around Public Work(s) of Art that is not included as part of the artist's sculpture furnishings, including, but not limited to, functional structures, prefabricated water or electrical features not created by the artist, and ornamental enhancements. d. Utility fees associated with activating electronic or water generated artwork. e. Lighting elements not integral to the illumination of the Public Art. f. Publicity, public relations, photographs, educational materials, business letterhead or logos bearing artwork image. g. Dedication ceremonies, including sculpture unveilings or grand openings. 067619\5448832v5 M464 464 EXHIBIT D Additional Offsite Mitigation Measures Improvement Location Pay fair share of all costs to acquire Fourth Street at Southbound SR-55 on- required right of way for and construct ramp (Tustin Avenue to SR-55) eastbound right turn lane In order to implement & satisfy mitigation measure MM 4.12 2, construct raised First Street and Cabrillo along the "pork- chop" island to Public Works project frontage Agency specifications Note: For offsite public improvements constructed by Owner (i.e., "pork-chop" island), it shall pay all workers employed in connection with the work not less than the prevailing rates of wages, as provided in the statutes applicable to public works contracts, including without limitation§§ 1770-1780 of the California Labor Code. 067619\5448832v5 7? I16rJ 75A-266