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Home My WebLink About75B - 2775 N. MAIN ST. REQUEST FOR COUNCIL ACTION ~ ~ CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: FEBRUARY 7, 2005 TITLE: PUBLIC HEARING - EIR NO. 2004-01, ZOA NO. 2004-06, DA NO. 2004-04, CUP NO. 2004-28, VESTING TTM NO. 2004-06 AND SPR NO. 2004-05 TO ALLOW THE CONSTRUCTION OF THE CITY PLACE DEVELOPMENT CONSISTING OF COMMERCIAL AND RESIDENTIAL USES LOCATED AT 2775 NORTH MAIN STREET - TRANSACTION FINANCI~)ORPORATION, APPLICANT ~ bI~~<{Jaa~~-- CITY MANAGER APPROVED o As Recommended o As Amended o Ordinance on 1st Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Adopt a resolution certifying Final Environmental Impact Report (EIR) No. 2004-01. 2. Adopt an ordinance approving Zoning Ordinance Amendment No. 2004-06. 3. Adopt a resolution approving Development Agreement No. 2004-04. 4. Adopt a resolution approving Conditional Use Permit No. 2004-28 as conditioned. 5. Adopt a resolution approving Vesting Tentative Tract Map No. 2004-06 (County Map No. 16565) as conditioned. 6. Adopt a resolution approving Site Plan Review No. 2004-05. PLANNING COMMISSION ACTION Recommended that the City Council: 1. Adopt a resolution certifying Final Environmental Impact Report (EIR) No. 2004-01. 2. Adopt an ordinance approving Zoning Ordinance Amendment No. 2004-06. 3. Adopt a resolution approving Development Agreement No. 2004-04. 4. Adopt a resolution approving Conditional Use Permit No. 2004-28 as conditioned. 758-1 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 February 7, 2005 Page 2 5. Adopt a resolution approving Vesting Tentative Tract Map No. 2004-06 (County Map No. 16565) as conditioned. 6. Adopt a resolution approving Site Plan Review No. 2004-05. At its December 13, 2004 meeting the Planning Commission adopted a resolution approving the actions above as conditioned by a vote of 6: 1 (Sinclair opposed) to allow a mixed use development within the Specific Development No. 59 (SD-59) zoning district at 2775 North Main Street. DISCUSSION To facilitate the City Place development proposal, a series of actions are necessary. Those actions include Environmental Impact Report, Zoning Ordinance Amendment, Development Agreement, Conditional Use Permit, Vesting Tentative Tract Map and Site Plan Review. Environmental Impact Report The California Environmental Quality Act (CEQA) requires the preparation and approval of an environmental impact report (EIR) for this proj ect . The environmental issues analyzed in the EIR include aesthetics, air quality, cultural resources, land use, hazardous materials, hydrology/water quality, noise, traffic and circulation, public services and utility services. The environmental impact report has identified a significant and unavoidable impact to air quality and traffic. No feasible mitigation measures are available to reduce the effect. Accordingly, a Statement of Overriding Considerations will be needed in order to approve the project. All other potential impacts associated with the project were determined to be less than significant or were provided with mitigation to reduce impacts to a level considered less than significant. Zoning Ordinance Amendment In 1993, a specific development zone (SD-59) was approved on the site to accommodate an extremely intense mixed-use project. The entitlement included a 22 and 32-story office tower, 19-story residential tower (216 units), hotel, parking structure, restaurants, health club, retail space, cinemas and live theater, and attached residences (64 units). The total project gross square footage was 1,964,770 with parking to accommodate 5,464 spaces. 758-2 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 February 7, 2005 Page 3 The specific development plan proposed for City Place incorporates the intent of the previous entitled project without the high-density residences or intensity of commercial space. The specific development text lays out criteria for the review of the project. Due to the lower scale and intensity of the proposed project, the development of the site is in many ways different than that previously approved and therefore requires an amendment to the current SD-59. Development Agreement The development agreement establishes development intensity, density, permitted uses and standards for the term of the agreement. In exchange for the City vesting the standards and changing allowable intensity, the development agreement requires certain public benefits. The main points of the agreement include the term, residential high-rise consideration, public art, Inclusionary Housing fee, Santiago Park Improvement fee, In- lieu park fee, CC&R's (Conditions, Covenants and Restrictions) and Cultural In-lieu fee. Conditional Use Permit A conditional use permit has been requested to allow the live-work component of the proj ect . Should the Zoning Ordinance Amendment be approved, a conditional use permit will be required for any proposed live-work project within SD-59 zoning district. The live-work component is envisioned to create an urban element while providing a transition between the commercial uses and residential living. As the overall plan is proposed, the live-work component is encouraged to link the components and accentuate the District Center urban character. Vesting Tentative Tract Map A vesting tentative tract map is requested to allow the subdivision of land and future residential condominiums. The vesting nature of the map ensures that the standards to be applied to the project will be those adopted with the approval of the map. Site Plan Review Santa Ana Municipal Code requires approval of all plans development area to ensure the project is in conformity development standards. The proj ect as designed is in standards within the zoning ordinance amendment and applicable development standards. within a specific with the specific keeping wi th the with all other 758-3 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 February 7, 2005 Page 4 The Planning Commission, after conducting public hearings on October 25, 2004 and December 13, 2004, added the following changes to the recommended conditions of approval and mitigation measures: A) Require the use of unit pavers in areas primarily designated for pedestrian use. B) Amend Page 19 of Specific Development to prohibit parking and storage of boats, trailers and recreational vehicles on site. C) Amend Page 28 of Specific Development to prohibit use of opaque/painted glass in retail uses so as to maintain transparency and the pedestrian orientation of the project. D) Place a restriction on the use of the cultural in-lieu fees towards development or construction of a theater. E) Add a mitigation measure to change the hours of construction to 7:30 a.m. to - 4:30 p.m. Monday through Saturday. F) Require an In-lieu park fee to be paid by the developer and used wi thin the northeast quadrant of the city and keep park fees within Santiago Park. G) Require a crosswalk and associated traffic signal at Crescent and Memory Lane leading towards Santiago Park. All conditions of approval are outlined in the attached staff report (Exhibit A) . FISCAL IMPACT The project, with approval of the development agreement, will provide a positive fiscal impact to the city. The fees anticipated are as follows: . Cultural in-lieu fee - $400,000 · Inclusionary Housing Fee - $3,000 per unit (estimated $723,000) · Santiago Park Improvement Fee $1.64 per usable square foot (estimated $776,000) · In-lieu Park Fee - $35.50 per square foot or an estimated $1.79 million (This fee would be offset, or reduced by the Santiago Park Improvement Fee, resulting in a net in-lieu park fee of $1.01 million) 4CA.J~' Stephen G. Har 1ng Executive Director Planning & Building Agency SK:rb sk\reports\city place.02070S.cc 758-4 REQUEST FOR Planning Commission Action ~ ~ PLANNING COMMISSION MEETING DATE: DECEMBER 13, 2004 TITLE: PUBLIC HEARING - EIR NO. 2004-01, ZOA NO. 2004-06, DA NO. 2004-04, CUP NO. 2004-28, VESTING TTM NO. 2004-06 AND SPR NO. 2004-05 TO ALLOW THE CONSTRUCTION OF THE CITY PLACE DEVELOPMENT CONSISTING OF COMMERCIAL AND RESIDENTIAL USES LOCATED AT 2775 NORTH MAIN STREET Prepared by Sergio Klotz /~~. Executive Direcf>~ RECOMMENDED ACTION Recommend that the City Council: PLANNING COMMISSION SECRETARY APPROVED o As Recommended o As Amended o Set Public Hearing For DENIED o Applicant's Request o Staff Recommendation CONTINUED TO ~g Manager 1. Adopt a resolution certifying Final Environmental Impact Report (EIR) No. 2004-01. 2 . Adopt an ordinance approving Zoning Ordinance Amendment Nq. 2004 - 06. 3. Adopt a resolution approving Development Agreement No. 2004-a4. 4. Adopt a resolution approving Conditional Use Permit No. 2004-28 as conditioned. 5. Adopt a resolution approving Vesting Tentative Tract Map No. 2004- 06 (County Map No. 16565) as conditioned. 6. Adopt a resolution approving Site Plan Review No. 2004-05. DISCUSSION On October 25, 2004, the Planning Commission held a public hearing regarding numerous entitlement actions to facilitate the City Place mixed use development proposal. At the conclusion of the hearing, the Commission continued the project and directed staff to clarify a list of items while allowing the public review period for the Draft Environmental Impact report to conclude. EXHIBIT A 758-5 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 December 13, 2004 Page 2 For reference and review is the original staff report dated October 25, 2004 (Exhibit 12), responses to Planning Commission comments, staff modifications and the following revised documents: Specific Development 59, Development Agreement 2004-04 and Conditions of Approval. In addition, the public comments received on the Draft Environmental Impact Report and written responses to those comments have been included. The applicant has also supplemented its submittal with an architectural booklet dated December 6, 2004 Exhibit 13 and a matrix (Exhibit 14) outlining changes from the architectural booklet dated August 23, 2004 that the applicant submitted for the Commission's review in the last study session concerning the project. The applicant has provided a copy of the project's development schedule (Exhibit 15). Planning Commission Comments In response to the Planning Commission's October 25, 2004 hearing, staff has summarized the Commission comments in the list below. The underlined areas identify issues or section numbers raised by the Planning Commission followed by staff responses. . Specific Development Zone: Page 4, Item 1. b. Allowed Staff concurs that office uses active commercial center as proposed SD has been revised to uses include general offices. would not be appropriate in an envisioned. Therefore, the prohibit these uses. Page 5, Item 1. d. Cafes and restaurants. Staff strengthening the provision by requiring that restaurants incorporate sit-down dining areas and service. These changes have been incorporated into recommends cafes and full table the SD. Page 8, Item A. 6. Conditional use permit requirement for parking structures. This item is included to accommodate potential future parking needs. Though no parking structure is proposed at present, a future high-rise residential tower may require one. Requiring a conditional use permit for such a future parking structures will enable Planning Commission and City Council to review it in its context and either approve, conditionally approve or delay the proposal. 758-6 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 December 13, 2004 Page 3 Page 13, Item 7. a. Plaza and Fountain Design. Clarify the number of pedestrian level water features. The SD has been revised to require six water features for the retail area and seven water features for the residential area. Page 14, e. Clarify decorative paving treatments. Staff has conferred with John Kaliski, the city's consulting urban designer who concurred that the use of stamped decorative asphalt at drive approaches and intersections is an appropriate material to denote a sense of arrival to the project and to clarify pedestrian linkages. Page 17, Item 1. c. Clarify setbacks along Memory Lane. The applicant has clarified that while areas of the building may be at a minimum distance from the right-of-way, the entry doors will be setback a greater distance. Further, there will be a transition from the public space to semi-private space to the front door of each unit. The narrow setback condition along a segment of Building E will utilize appropriate landscape and architectural treatments to address potential graffiti and aesthetic concerns. The applicant has provided a setback plan wi thin the architectural booklet dated December 6, 2004 (Exhibit 13). Page 18, Items 2 and 3. Aggregate open space. This item from the original SD is recommended to be removed because it added confusion by implying that unbuilt areas of the site should be constructed as open space. The staff report has been revised accordingly. Page 19, Item F. 5. Expand prohibition limited recreational vehicles. Language is recommended to to read boats, recreational vehicles, trailers, storage area prohibited on-site. to parking be revised or similar Pages 44-48. Clarify whether signage requirements apply to the lofts? Yes, they do. The provisions outlined within the signage section require the submittal of a sign program. The signage section as outlined will allow flexibility in the sign program. Although it is not envisioned that all loft units will utilize fully-public commercial spaces, those that do will be allowed business name recognition. 758-7 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 December 13, 2004 Page 4 Are there limitations on the number or location of kiosks? Page 6, Item 5. a. identifies the maximum number of kiosks at five. . Development Agreement: Please add the referenced exhibits. Exhibits A, B, C, D, E and F are attached to the Development Agreement. . Conditions of Approval: Commercially permitted uses should mirror recently approved Santiago Lofts project. Conditions reflect those approved for the Santiago Lofts project. The interior building amenity package should be submitted and approved prior to building permits. Language has been added to Condition A.6. of both the tentative tract map and conditional use permit to include prior to issuance of building permits. CC&Rs should require professional management of the Homeowners Association to maintain the high quality of the project. The Conditional Use Permit (Condition 12) and Tentative Tract Map (Condition 2) have been modified to address the comment. Staff Comments on Applicant's Responses Certain items within the applicant's October 25, 2004 booklet differed from its August 2004 booklet. Accordingly, the applicant has submitted a matrix (Exhibit 14) outlining differences and the reason for the changes. Staff has reviewed the matrix and offers the following comments: 1. ) Retail Center. Staff and City's consulting urban designer concur that the change in roof material from clay tile to tile does not reflect a change in quality or appearance. 758-8 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 December 13, 2004 Page 5 2. ) Landscaping. Staff and City's consulting urban designer concur that the change in the use of all terra cotta planter pots to both terra cotta for smaller pots and pre-cast for large pots does not reflect a change in quality or appearance. 3.) P-2. Exterior Materials. · The change in the use of a sand finish does not reflect a change in quality or appearance. For maintenance purposes, the use of a sand finish is encouraged. Sand finish is known to crack less than smooth finish. · Staff and the City's consulting urban designer concur that the use of Trex siding raises maintenance concerns. The Hardiplank horizontal siding will provide a similar architectural finish without the potential maintenance problems. P-2. Interior Materials. · Staff recommends that the applicant be required to provide a specification list for the kitchen appliances, which will require the General Electric Monogram Series appliances or equivalent. Condition No. 6 of the conditional use permit and tentative tract map has been added to address this issue. · Staff recommends that all kitchen cabinets be of a stain grade hard wood. Condition No. 6 of the conditional use permit and tentative tract map has been added to address this issue. 4.) P-l. Exterior Materials. · Staff and City's consulting urban designer concur that a change to a 10/15 sand finish will not significantly differ from a 20/30 finish. However a condition has been added to require material samples. · The use of Ledgerstone or an equivalent natural material is recommended throughout the project. Staff recommends the use of natural stone within the areas noted for use of Ledgerstone. A condition has been added to require material samples. · The use of composite materials is not recommended in lieu of a metal material. A condition has been added to require material samples. 758-9 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 December 13, 2004 Page 6 Interior Materials and Amenities. . Staff and City's consulting urban designer concur that a change to industry standard textures for interior walls and ceilings does not reflect a quality change. A condition has been added to require material samples. · It is recommended by staff that units designed to accommodate stacked washers and dryers be required to include a stacked washer and dryer appliance as an amenity. The rationale for this requirement is that the stacked washer/dryer configuration is designed to save space but is otherwise a less desirable arrangement. New owners may also be less likely to own a stacked washer/dryer appliance. Tentative Tract Map Condition 25 has been added to require material samples. · Staff recommends that the applicant be required to provide a specification list for the kitchen appliances, which list will require the General Electric Monogram Series appliances or equivalent. Condition No. 6 of the conditional use permit and tentative tract map has been added to address this issue. 5.) P-3. Exterior Materials. · Staff and the City's consulting urban designer concur that a change to a 10/15 sand finish will not significantly differ from a 20/30 finish. However a condition has been added to require material samples. · A change to eight inch sand blasted concrete block is not recommended, but rather the textured sand blasted four inch high concrete block at raised patios. Tentative Tract Map Condition 15 has been added to require material samples. · The use of composite materials is not recommended in lieu of a metal material. Tentative Tract Map Condition 15 has been added to require material samples. Interior Materials and Amenities. · Staff and City's consulting urban designer concur that a change to industry standard textures for interior walls and ceilings does not reflect a quality change. A condition has been added to require material samples. 758-10 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 December 13, 2004 Page 7 . It is recommended by staff that units designed to accommodate stacked washers and dryers be required to include a stacked washer and dryer appliance as an amenity. The rationale for this requirement is that the stacked washer/dryer configuration is designed to save space but is otherwise a less desirable arrangement. New owners may also be less likely to own a stacked washer/dryer appliance. Conditional Use Permit, Condition 22 has been added. Provide details of the pedestrian walkways. The applicant has provided a plan within the architectural booklet dated December 6, 2004 indicating the pedestrian linkages throughout the project. Clarify the pavement material and width of walkway through the commercial parking area. The walkway is approximately 8-10 feet wide with additional landscaping along either side. Stamped asphalt will be utilized throughout the walkway. Sensitivity to existing adjacent parking structure to the north should be addressed. The applicant has provided a plan within the architectural booklet indicating the treatment along this segment of the development site. In order to accommodate plant material that can mature to screen the adjacent structure, a minimum five feet clear width planter is needed. A condition has been added to address this issue. Development Plans: Identify trash enclosures. Enclosures have been noted on the plans in compliance with such regulations, including appropriate screening. Dead end aisles within the residential component. Although the development components have been designed to address pedestrian circulation throughout, vehicular circulation has been limited. Dead end aisle conditions are proposed at locations where only assigned parking will exist. Adequate turning movements have been contemplated in this design. 758-11 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 December 13, 2004 Page 8 Drive aisles lack landscaping. The applicant has addressed this item within the booklet dated December 6, 2004. Between garage openings, plant material such as a 'Climbing Rose' and 'Yew Pine' will be installed to add texture and soften these areas. Additionally, Tentative Tract Map, Condition 18 has been added to require a trellis or architectural feature to better articulate the alley facades and provide a framework to support the plant material. How is the parking provided for the Loft component? Parking will be provided in the form of garages and open guest spaces within the rear area of the lofts. Significant on-street parking will also be available along the crescent shaped street. Crosswalks along the crescent shaped street should be provided. The applicant will be working with the Public Works Agency on potential crosswalk opportunities. Appropriate locations will provide decorative pavement, signing and will allow for minimum sight distance per Public Works Agency standards. Loft units have primary view of a parking lot; how is this to be screened? The applicant has noted on the plans the planting of 24-inch box trees along each side of the crescent shaped road. The architectural booklet dated December 6, 2004 illustrates a section of the lofts along the crescent shaped road. Are bedrooms allowed on the ground level for the lofts? A condition similar to that imposed on the Santiago Lofts project is included in the conditional use permit (Condition No. 11). No opaque or painted glass should be used in the retail component, so as not to detract from the pedestrian oriented design. Tentative Tract Map, Condition 17 has been added to prohibit opaque or painted glass in the retail component. 758-12 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 December 13, 2004 Page 9 Clarify location of skylights in provided a plan within the December 6, 2004 indicating the units. The skylights will not level. the Lofts. The applicant has architectural booklet dated use of skylights within four be visible from the street How do the single-car garages work? The applicant is prepared to discuss the logistics and operation of the single car garages. Two single car garages are provided to some of the units. One of these one-car garages will have direct access to the living units, while the remainder will be connected via a pedestrian link. Santiago Avenue should remain closed. Avenue is not contemplated. Opening of Santiago The entry plaza at Main Street and the crescent shaped street needs to promote a greater sense of pedestrian activity. The applicant is prepared to discuss the design and details for the corner space, recognizing the importance of creating a sense of arrival and architectural statement. Will the roll up doors be motorized? The applicant has indicated that buyers of the Loft units will have an option of motorized or non-motorized rolling doors as an architectural opening into the unit. Staff concurs with the option. Private balconies appear to be across from one another limiting unit privacy. The applicant is prepared to discuss the balcony location and relationship to privacy. The south elevation of Building E should be designed to address graffiti. The plans provide appropriate landscape and architectural elements, including vines, to deter graffiti. What will be the design at the terminus of the fire access lane at Lawson Way? The applicant will be asked to submit a detail outlining the design of the fire access entry location. It is anticipated that the design will include a raised curb along the street, hardscape and a decorative barrier. A condition has been added. 758-13 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 December 13, 2004 Page 10 Additional Staff Comments In addition to the items listed above, staff recommends further changes or conditions of approval as noted below. These changes and conditions relate to further proj ect review by staff and the City's consulting urban designer. Specific Development Zone . Page 4, Item 1. c. The uses allowed in the commercial component have been revised to those appropriate in an active commercial center as envisioned. · Page 5, Item 5.a. A maximum of five outdoor sales kiosks or carts are recommended. The size and location of each Kiosk or cart shall be approved on a masterplan of such uses by the Planning Commission prior to their construction or installation. · Page 7, Conditionally Permitted Uses, Item A.5. Language has been added to allow uses similar to coffee houses an opportunity to apply for a conditional use permit. Requiring a conditional use permit will enable Planning Commission and City Council to review such uses in their context and either approve, conditionally approve or deny the proposal. · Page 8, Item E.l. Language has been added to clarify only Certified Farmers Markets are allowed. · Page 8, Uses Not Permitted. Language has been added to clarify that uses not specifically listed as being permitted or conditionally permitted are prohibited. . Page 12, commercial footage. Item 4 .A. a. i., Parking. Changes to the total allowable square footages, absorbing the live theater square . Page 12, Item 4.A.a.ii. Parking. clarify that any additional square current parking standard. Language has been added to footages shall meet the City's 758-14 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 December 13, 2004 Page 11 . Page 15, Item 8.a. Public Art. Language has been added to submittal and approval of a comprehensive plan prior issuance of certificate of occupancy. require to the . Page 15. Item B. CC&Rs. Language has been added for clarity. · Page 17, Item l.c. Language in the SD has been changed to reflect noted setbacks contained within the architectural booklet dated December 6, 2004. . Page 41, Parcels. Item A. Temporary Landscape Adjacent Language has been added for clarity. to Undeveloped · Page 43, Item 12. Language has been added to identify the location of the compatible landscape material across from Santiago Park. Development Agreement · 5.3. Cultural In-Lieu Fee. The parties acknowledge that the Original Agreement included the requirement that Owner construct a 125-fixed seat legitimate theater as part of a dual-purpose, "multiplex" motion picture theater complex. Due to modifications to the Project from the Original Agreement to this Agreement, Owner agrees that in lieu of constructing said theater, it will pay the City a fee of $400,000.00 upon the issuance of the first building permit for the Project. The City agrees to use this fee for the promotion and encouragement of cultural events and activities designed to serve the citizens of Santa Ana. · Prior to Owner seeking issuance of a building permit for the final 43 residential units in the proj ect (excluding from this count units within the Residential Tower Study Area (Exhibit F)), or for any residential unit located within the Residential Tower Study Area (Exhibit F hereto) (hereafter collectively referred to as the "Hold Back Units"), Owner shall have first obtained validly issued building permits for one hundred percent (100%) of the commercial component of the Project. Prior to seeking a certificate of occupancy for any of the Hold Back Units, Owner shall have completed all improvements, including site improvements and excluding only tenant improvements, for one 100 percent of the commercial component of the Project. 758-15 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 December 13, 2004 Page 12 Conditions of Approval · Add to Tentative Tract Map and Conditional Use Permit - All garages shall provide insulated garage doors with automatic opener and transmitter. · Condition 6 of both the Tentative Tract Map and Conditional Use Permit have been modified to require submittal of the interior amenity package prior to issuance of building permits. Further, the condition outlines minimum appliance and material grades. · Amend Conditional Use Permit (Condition 2) and add to Tentative Tract Map language clarifying the location for shopping cart electronic device to be the retail area including the surface parking area. . Conditional Use Permit (Condition been added to ensure the use of homeowners association. 12) . Additional language professional management of has the . Tentative Tract Map (Condition 2). Additional added to ensure the use of professional homeowners association. language has been management of the · Conditional Use Permit (Condition 4). Language has been included to allow flexibility in building construction by adding the use of either wood or steel construction. · Conditional Use Permit, (Condition 7). taking into account one-car garages. Language has been added · Conditional Use Permit, (Condition 8) Language has been added to specify the number of units, designed to incorporate a B Occupancy (per the California Building Code) on the first floor of the work/studio space to enhance the viability of the work component and to emphasize the pedestrian-oriented design. Based on the design and layout of the site, these units have been identified to most likely provide commercial business used by the public. · Tentative Tract Map Condition 15 has been added to require submittal of exterior building amenities, materials and finishes. 758-16 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 December 13, 2004 Page 13 . Tentative Tract Map, Condition 16 foot clear width planter along accommodate adequate tree planting parking structure. has been added requiring a five the northern property line to in order to screen the adjacent · Tentative Tract Map, Condition 17 has been added requiring the use of clear glass within the retail component. · Tentative Tract Map, Condition 23 has been added addressing landscaping along the alley facades and provide a framework to support plant material in the residential components. · Tentative Tract Map, Condition 24 has been added requiring submittal for review a plan outlining the design of the terminus of the fire access lane. CEQA Compliance At the time of the October 25, 2004 Planning Commission hearing, the draft Environmental Impact Report was available for public review and comment. The public review period closed on November 29, 2004. Exhibit 16 is a compilation of comments received on the environmental document, evaluation and response to comments on environmental issues. Each of the public agencies and interested parties that commented on the draft EIR will be provided a response to their comments. Addi tionally, Exhibit 17 provides a traffic volume comparison analyzing the affects by replacing the black box theater with retail uses. SK:JM sk\reports\city place.121304.pc 758-17 REQUEST FOR Planning Commission Action ~ ~ PLANNING COMMISSION MEETING DATE: OCTOBER 25, 2004 PLANNING COMMISSION SECRETARY TITLE: PUBLIC HEARING - EIR NO. 2004-01, ZOA NO. 2004-06, DA NO. 2004-04, CUP NO. 2004-28, VESTING TTM NO. 2004-06 AND SPR NO. 2004-05 TO ALLOW THE CONSTRUCTION OF THE CITY PLACE DEVELOPMENT CONSISTING OF COMMERCIAL AND RESIDENTIAL USES LOCATED AT 2775 NORTH MAIN STREET Prepared by Sergio Klotz 4;L~€A . Executl I recto r APPROVED o As Recommended o As Amended o Set Public Hearing For DENIED o Applicant's Request o Staff Recommendation CONTINUED TO ~ing Manager RECOMMENDED ACTION Receive and file the public comments for Draft Environmental Impact Report No. 2004-01. Recommend that the City Council: 1. Adopt a resolution certifying Final Environmental Impact Report (EIR) No. 2004-01. 2. Adopt an ordinance approving Zoning Ordinance Amendment No. 2004- 06. 3. Adopt a resolution approving Development Agreement No. 2004-04. 4. Adopt a resolution approving Conditional Use Permit No. 2004-28. 5. Adopt a resolution approving Vesting Tentative Tract Map No. 2004- 06. 6. Adopt a resolution approving Site Plan Review No. 2004-05. DISCUSSION Request of Applicant Mr. Bob Bisno with Transaction Financial Corporation is requesting approval of various entitlement actions for a proposed mixed use project, including certification of the environmental impact report, zoning ordinance amendment, a development agreement, conditional use permit, f5~1 tl t 4j, . "'.~.. EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 October 25, 2004 Page 2 vesting tentative tract map and site plan review. The proposed project consists of both a commercial and residential component. The commercial segment will provide approximately 57,700 square feet in a variety of sit-down restaurants, retail and theater space. The residential segment will provide 73 live-work lofts and 168 townhouses. Several actions are required to entitle the project: a) the project was identified to have a potential adverse impact and therefore required an environmental impact report; b) a zoning ordinance amendment is necessary to amend the Specific Development No. 59 zoning standards; c) a development agreement defining the terms and nature of development; d) a conditional use permit is required to allow a live-work proj ect; e) a vesting tract map is requested to allow the subdivision of the existing property into seven lots with three of the lots for residential condominium purposes; and f) the project location within SD-59 requires approval of the site plan. Property Description The development site is approximately 17.7 acres at the northeast corner of Main Street and Memory Lane. The proj ect site extends from Main Street on the west to Lawson Way on the east and from Memory Lane on the south to the city border on the north. The subject site is located within Specific Development No. 59 (SD-59) zoning district and has a General Plan Land Use designation of District Center (DC), which permits commercial and residential development. Surrounding land uses include the Main Place Mall and offices to the west; Santiago Park, offices and parking structure to the south; a senior residential development, and offices to the east; and retail, offices and parking structure to the north (Exhibits 1 and 2) . Project Description The City Place land use, planning and design provide a mixture of uses within a common setting. It stresses a people oriented environment where pedestrian and automobile traffic can co-exist on-site to create an experience of urban activity in a safe and high quality setting. The project has been designed with the commercial component oriented to the west end of the site and the residential component on the east. The site has been aligned to allow the development to have a greater presence along all of the frontage streets. The location of the buildings along Main Street, a commercial corridor, provides a link to the corridor and a visual connection to the mall. 758-19 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 October 25, 2004 Page 3 Vehicular access to the site will occur along Main Street, Memory Lane and Lawson Way. Loading areas have been provided within the commercial area including a service loading area for Building E (Market E) allowing adequate circulation on-site and architectural integration. The commercial component includes approximately 57,700 square feet of building area, which is oriented towards Main Street and Memory Lane. The uses contained within the commercial area will include sit-down restaurants, retail and live theater. The live-work loft component will extend from Main Street to the north along a curved private roadway to Memory Lane. Seventy-three live-work units are provided ranging in size from approximately 1,496 to 1,771 square feet (Exhibit 3). Vehicular access to the site will occur along Main Street and Memory Lane. Each unit will have an attached two-car garage. The average parking spaces allotted per unit is 2.6. The design of the loft units provides large storefronts, pedestrian level windows, zero setbacks and a height that is consistent in mass, scale and rhythm with other structures in the area. The exterior treatment of concrete paving, aluminum windows and roll up door, cement and metal offers a blend of finishes that are complementary to the immediate area. The townhouse component will provide two designs: The Courtyards and The Park. Both the Courtyard and Park designs provide residential units within a courtyard, with all front doors facing the open area. Access to the townhomes will primarily be from Lawson Way with secondary access from the internal private roadway. The Courtyard will consist of 98 townhomes on 3.94 acres. These units are primarily located at the northeast corner of the development site. The unit sizes range from 1,050 to 1,789 square feet consisting of 78 two- bedroom units and 20 three-bedroom. Two-car garages with direct access to the living space will be provided for each unit. The average parking spaces allotted per unit is 2.4. The exterior finishes will include stone, metal roof, awnings and railing and stucco. The Park will provide 70 townhomes on 3.13 acres. These units are located along the southeastern portion of the site. The units range in size from 1,740 to 2,570 square feet consisting of 22 three-bedroom units and 48 758-20 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 October 25, 2004 Page 4 four-bedroom units. Two-car garages space will be provided for each unit. per unit is 2.4. with direct access to the living The average parking spaces allotted Analysis of the Issues Environmental Impact Re~ort The California Environmental Quality Act (CEQA) requires the preparation and approval of an environmental impact report (EIR) for this project. The environmental issues analyzed in the EIR include aesthetics, air quality, cultural resources, land use, hazardous materials, hydrology/water quality, noise, traffic and circulation, public services and utility services. A draft EIR (DEIR) is intended to inform public decision makers, responsible and trustee agencies, and the general public of the potential effects of the proposed project (Exhibit 4). On July 5, 2004 a Notice of Preparation (NOP) was circulated for the preparation of Draft Environmental Impact Report No. 2004-01. In accordance with CEQA, a draft EIR is being circulated for review and comment by the public, local, regional and state agencies, and interested parties on October 15, 2004 for a 45-day review period. One of the purposes of the Planning Commission's actions is to obtain input from interested members of the public on the DEIR submitted at this hearing. The DEIR has determined that implementation of the project would result in unavoidable adverse impacts to air quality and traffic. All other potential impacts associated with the project were determined to be less than significant or were provided with mitigation to reduce impacts to a level considered less than significant. The City, after the 45-day review period has ended on the draft EIR, will evaluate the comments on environmental issues received from persons or agencies. In accordance with CEQA, each of the publ ic agencies and interested parties that comment on the draft EIR will be provided a response to their comments. Within the DEIR is the Mitigation Monitoring Program for the project. In addition, the Findings of Fact and Statement of Overriding Considerations have been included (Exhibit 5) . 758-21 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 October 25, 2004 Page 5 The environmental impact report has identified a significant and unavoidable impact to air quality and traffic. No feasible mitigation measures are available to reduce the effect. A statement of overriding consideration will be needed should Environmental Impact Report 2004-01 be certified. Zoning Ordinance Amendment In 1993, a specific development zone (SD-59) was approved on the site to accommodate an extremely intense mixed-use project. The entitlement included a 22 and 32-story office tower, 19-story residential tower (216 units), hotel, parking structure, restaurants, health club, retail space, cinemas and live theater and attached residences (64 units). The total project gross square footage was 1,964,770 with parking to accommodate 5,464 spaces. The specific development district is a customized zoning classification used for unique and/or mixed-use projects. The specific development plan proposed for City Place incorporates the intent of the previous entitled project without the high-density residences or intensity of commercial space (Exhibit 6). The specific development text lays out cri teria for the review of the proj ect. Due to the lower scale and intensi ty of the proposed proj ect, the development of the site is in many ways different than that previously approved and therefore requires an amendment to the current SD-59. The following highlights those changes: Land uses A variety of commercial uses will continue to be permitted with an emphasis on sit-down eating establishments, retail and a live theater. A change to those permitted will be to require Building E to be occupied by a minimum 25,000 square foot tenant in order to accommodate an appropriate sized market. Additionally, prohibited uses would include schools, clinics, take-out only food uses and drive-through facilities. Those uses allowed by way of a conditional use permit include any establishment operating between midnight and 5: 00 a. m. , a live-work communi ty, uses wishing to sell for on or off premise consumption of alcoholic beverages, banquet facilities and a residential model complex. 758-22 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 October 25, 2004 Page 6 Building Height The maximum building height will proposed, a maximum of 50 feet. levels above a garage. be adj usted to mirror the proj ect as The tallest structure contains three Setbacks Buildings have been placed closer to sidewalks to allow a greater presence reflecting the urban design of the proj ect, which emphasizes pedestrian oriented spaces. The setbacks will continue to address building placement and allow appropriate landscaping and hardscape wi thin those areas. The use of decorative stone or pavement, trees, lighting, fountains, artwork, etc. will be located in the setback, as well as throughout the site. Main Street will provide an average setback of 19.5 feet and a minimum of 8 feet; Memory Lane will provide an average of 11 feet 8 inches and minimum of 1 foot; Lawson Way will provide an average of 18 feet and a minimum of 5 feet; and the internal crescent-shaped road will provide a 15 feet setback from curb face. Open Space The open space established within SD-59 requires a minimum of 35 percent of the aggregate gross area of the site used for residential purposes to open space. The project as proposed provides 59 percent of the residential site to open space. In concert with the attached single family residences envisioned in the original development scheme, the open space requirement reflected a suburban standard of 225 square feet per unit for ground level private open space plus 90 square feet of private open space in the form of a balcony. The urban scale project proposed within the City Place design reflects a lesser open space calculation relying on greater utilization of the larger open space on site, the commercial component and Santiago Park. The on- si te park is approximately .34 square feet, which in itself represents approximately 60 square feet per unit. The average private open spaces for the Courtyard units are 50 square feet; the Park units are 60 square feet; and the Lofts are 50 square feet. 758-23 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 October 25, 2004 Page 7 Development Agreement The development agreement is a legal contract between the developer and the City defining the terms and nature of development. The term of the agreement is eight and one-half years. It establishes development intensity, density, permitted uses and standards for the term of the agreement. In exchange for the City vesting the standards and changing allowable intensity, the development agreement requires certain public benefits (Exhibit 7). The main points of the agreement as proposed by staff are: 1. Term: The term of the development agreement is 8~ years. 2. High Rise Residential: The developer is required to building residential, for-sale, high rise tower(s) developer does not proceed wi th such a proposal the approvals in this development agreement are vested. consider If the underlying 3 . Public Art: Public art amounting to is required. This is expected requirement of $272,500. .5% of construction valuation to amount to a public art 4. Inclusionary Housing Fee: An dwelling unit is required. generate $723,000. inclusionary housing fee of $3,000 per As 241 units are proposed, this would 5. Santiago Park Improvement Fee: The developer is required to pay the City a special fee of $1.64 per usable square foot of commercial and residential development to be used for capital improvements at Santiago Park. This is expected to amount to a fee of approximately $776,000. 6. In-Lieu Park Fee: The developer is required to pay the City an in- lieu park fee of $35.50 per square foot of required parkland dedication. This is expected to amount to a fee of approximately $1.79 million. This fee would be offset, or reduced by the Santiago Park Improvement Fee, resulting in a net in-lieu park fee of $1.01 million. 7. Black Box Theater: The developer is required to construct a "black box" theater. 758-24 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 October 25, 2004 Page 8 8. Conditions, Covenants & Restrictions: The developer is required to prepare and record CC&Rs to cover the live/work units similar to those CC&Rs required of the Olson and Santiago Street live/work loft projects. These requirements limit the number of residents in each unit, require owner occupancy, and restrict commercial uses within the live/work units. Conditional Use Permit A conditional use permit has been requested to allow the live-work component of the project. Should Zoning Ordinance Amendment No. 2004-06 be approved, a conditional use permit will be required for any proposed live-work project within SD-59 zoning district. The live-work component is envisioned to create an urban element while providing a transition between the commercial uses and residential living. As the overall plan is proposed, the live-work component is encouraged to link the components and accentuate the District Center urban character. The live-work units have been designed in a manner that is harmonious in scale and character wi th existing and proposed development, contributes posi ti vely to the surrounding commercial and residential areas, has a net community benefit and enhances the quality of life by providing a development in keeping with the standards for live-work communities. The live-work units will front on and extend from Main Street along a curved private roadway to Memory Lane. Each unit will be approximately 1,496 to 1,771 square feet in size and has been designed in a loft style, three stories in height. The project has been designed to meet or exceed the development requirements for live-work communities within the city's downtown. Vesting Tentative Tract Map The proposed vesting tract map for this project satisfies two objectives. First, it subdivides the existing parcel into seven parcels suitable for development. The parcels created allow the development of the commercial and residential components of the mixed-use project. The second objective is to create condominium subdivisions for each housing type. The condominium subdivision is necessary to provide for- sale units. This encourages home ownership. 758-25 EIR No. 2004-01; ZOA No. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 October 25, 2004 Page 9 The vesting nature of the map ensures that the standards to be applied to the project will be those adopted with the approval of the map. The map is designed to be in compliance with the applicable development standards found in Chapter 34 and the Specific Development document. Site Plan Review Santa Ana Municipal code requires a review by Planning Commission of all plans within a specific development area to ensure the project is in conformity with the specific development standards. The review also ensures that the buildings, structures and grounds are in keeping with the neighborhood and will not be detrimental to the development of the specific development zone. The proposed project is in compliance with all applicable development standards including the General Plan, Municipal Code and the City Place Specific Development Plan (SD-59), as amended. Additionally, the proposal is in keeping with the surrounding area and will improve the desirability of investment in the City. Finally, the project has been determined to be in compliance with applicable parking, landscaping and architectural provisions governing the project. The City Place development project will enhance and provide a positive improvement to the north Main Street districts through the development of a significant vacant parcel of land at Main Street and Memory Lane. The development of this site with high quality design, materials and finishes, the inclusion of a public art and plazas, and the creation of a physical and visual link along the Main Street commercial corridor and the Main Place Mall will help in energizing and strengthening this northern gateway area. The project will reinforce an active, vibrant urban lifestyle envisioned within the District Center designation of the General Plan. Additionally, the project will be of direct benefit to the community by providing additional housing and service opportunities in the City. The project addresses many goals and policies of the General Plan by assisting in the growth of an economically viable corridor, provision of a variety of residential land uses and the construction of a high quality development project. 758-26 EIR No. 2004-01; ZOA NO. 2004-06; DA No. 2004-04; CUP No. 2004-28; VTTM No. 2004-06; and SPR No. 2004-05 October 25, 2004 Page 10 As a result, it is recommended that the Planning Commission recommend that the City Council certify Environmental Impact Report No. 2004-01, and approve Zoning Ordinance Amendment No. 2004-06, Development Agreement No. 2004-04, Conditional Use Permit No. 2004-28, Vesting Tentative Tract Map No. 2004-06 and Site Plan Review 2004-05 pursuant to the findings and conditions attached (Exhibits 8, 9, 10 and 11) . SK:JM sk\reports\City Place.l02504.pc 758-27 C j t Y o Ora 9 a ~. .\ ruLJl IL- LA VETA AV. Ii R1 R4 AV. <R4 ! 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"; \.'\: , ->", , \ ,~~ \'" \t, , t., \" , ~ \ i : \f 1 ~ i \J\ 1\ 758-106 77 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings CERTIFICATION OF THE FINAL ENVIRONMENTAL IMPACT REPORT, FINDINGS AND APPROVALS FOR THE CITY PLACE PROJECT 1.0 CERTIFICATION OF THE FINAL ENVIRONMENTAL IMPACT REPORT Pursuant to California Code of Regulations (CCR), Title 14, Section 15090, the City of Santa Ana hereby certifies the Final Environmental Impact Report ER-2004-01, State Clearinghouse No. 20040418 for the City Place project. The Final EIR was completed in compliance with the California Environmental Quality Act (CEQA), Public Resources Code Section 21000, et seq and the State CEQA Guidelines, CCR, Title 14, Section 15000, et seq. The City certifies that it has been presented with the Final EIR and that it has reviewed and considered the information in the Final EIR prior to approving the City Place project, as set forth herein. The City further certifies that the Final EIR reflects the independent judgment and analysis of the City of Santa Ana. The Final EIR consists of the Draft EIR, the Responses to Comments Report and the project Mitigation Monitoring Program (MMP). 2.0 FINDINGS Having received, reviewed and considered the information in the record before it, including the Final EIR, which is hereby incorporated by reference, the following Findings are hereby adopted by the City as required by CEQA (specifically, CCR, Title 14, Sections 15091 through 15093) in conjunction with the approval of the project, which is set forth below. The City is the Lead Agency for the environmental documentation for the project evaluated in the Final EIR. Based on the substantial evidence in the record before it, the City finds that the Draft and Final EIRs were prepared in compliance with CEQA and the CEQA Guidelines. The City finds that the Draft EIR was prepared by consultants retained by City staff, subject to independent review and judgment of the City. The City finds that it has independently reviewed and analyzed the Draft EIR and the Final EIR for the City Place project, that the Draft EIR which was circulated for public review reflected its independent judgment and that the Final EIR reflects the independent judgment of the City. The City has based its actions on full appraisal of all viewpoints, including all comments received up to the date of the adoption of these Findings, concerning the potential environmental impacts identified and analyzed in the Final EIR. In addition, the City has reviewed and considered the MMP, which is contained in the Final EIR and which describes the process to ensure implementation of the mitigation measures that have been incorporated in the approved proj ect to reduce or avoid significant adverse impacts of the project on the environment. This MMP will ensure CEQA compliance during project implementation. 3.0 ENVIRONMENTAL REVIEW PROCESS 3.1 PROJECT BACKGROUND AND OBJECTIVES U:\DBottlwp51 \ City Place findings. doc ZOA 04-6/EIR 04-1/DA 04-4 September 29,2004 CUP 04-28/SPR 05-5 VEt~'111 Page 1 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings The City Place project site is in the northeast part of the City of Santa Ana and is generally bounded by Main Street to the west, Lawson Way to the east, Memory Lane to the south and Town and Country Street to the north. The City of Orange borders the project site to the north. Local access to the project site would be provided from Main Street and Memory Lane. Regional access to the project site would be provided by Interstate 5 (1-5) to the south and State Route 22 (SR 22) to the north. TransAction Companies, Ltd. is proposing the City Place project on the 17.7-acre project site. The project proposes a mixed use development with a total of 57,700 square feet of commercial uses, consisting of 21,900 square feet of restaurant uses, 33,800 square feet of retail uses, 2,000 square feet of restaurant/retail, 74 live/work residential units and 168 town homes. An internal loop road, Crescent Road, through the project site would separate the commercial and residential components of the project. The objectives for the City Place project are to: · Develop the site as a commercial and residential center that provides entertainment, shopping, dining and living opportunities for the residents of Santa Ana and surrounding areas, and that maximizes the advantages of the sites location on Main Street in terms of its visibility and proximity to SR 22. · Develop the vacant project site with land uses to help meet the retail and residential needs within the northeastern area of the City of Santa Ana. · Expand live/work residential opportunities in the City of Santa Ana. · Provide commercial space suitable to attract retail tenants consistent with existing retail uses in the immediately surrounding areas. · Provide a project that is consistent with the commercial and residential uses in the surrounding area and to contribute to the continued revitalization of the northeastern area of the City of Santa Ana. The City of Santa Ana is the Lead Agency for the EIR, as defined by Section 21067 of CEQA. The City of Santa Ana has determined that the EIR is required for the City Place project pursuant to Section 15063 of the CEQA Guidelines to assess the potential impacts resulting from approval of the project and other discretionary actions necessary for its implementation. This EIR is intended to serve as a project EIR for the City Place site plan approval and other related implementation actions. To implement the project, the City and/or other public agencies may consider various actions, permits and approvals. Other agencies may also consider the EIR in the review of project permits or other actions. The potential actions, permits and approvals for the proposed project are anticipated to include the following: U: \DBottlwp51 lCity Place findings. doc September 29, 2004 Page 2 758-108 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings · Amendment to Specific Development Plan SD-58 to modify the adopted SD-58 to reflect the proposed commercial and residential uses and establish site development standards and parking requirements for the project. · Conditional Use Permit for the proposed live/work units. . Tentative Tract Map for condominium purposes. . Approval of a Development Agreement 3.2 DRAFT ENVIRONMENTAL IMPACT REPORT 3.2.1 Initial Study and Notice of Preparation The City of Santa Ana distributed a Notice of Preparation (NOP) of an EIR and an Initial Study (IS) for the City Place project on July 5, 2004, for a 30-day review period. The NOP/IS was distributed to the State Clearinghouse Office of Planning and Research, public agencies, utility and service providers, homeowners' associations and other interested parties in the project area. The NOP/IS is provided in Appendix A of the EIR. The distribution list for the NOP/IS is provided in Appendix B ofthe EIR. The City of Santa Ana received nine written responses to the NOP. Copies of these comment letters are provided in Appendix C of the EIR. 3.2.2 Scoping Meeting The City of Santa Ana conducted a public scoping meeting for the City Place project on July 28, 2004. The meeting was held from 5:30 PM to 7:00 PM, at the City of Santa Ana City Council Chambers, in the Santa Ana Civic Center. The notice of the scoping meeting was included in the Project NOP. A copy of the NOP scoping notice is provided in Appendix B in the EIR. Approximately eight individuals attended the scoping meeting. Five of the attendees submitted comment cards indicating the desire to be kept informed of future actions/activities concerning the City Place project. These cards are included in Appendix C in the EIR. Based on the findings of the IS and public input provided in response to the NOP, the Draft EIR evaluated the following environmental issues: aesthetics; air quality; cultural resources; hazardous materials; hydrology and water quality; noise; public services; transportation and circulation; land use; and utilities and service systems. 3.2.3 Draft EIR Circulation of the Draft EIR The City of Santa Ana circulated the Draft EIR for the City Place Project for public review between October 15, 2004 and November 29,2004. The Responses to Comments Report (RTC) documents the public review and comment period for the Draft EIR. The Notice of Completion U: \DBott\wp51 ICity Place findings. doc September 29, 2004 Page 3 758-109 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings and the Notice of Availability (NOA) for the Draft EIR are provided in Appendix A of the RTC Report. The NOA was published in the Orange County Register on October 15,2004, posted on the project site and filed with the Orange County Clerk. The distribution list for the Draft EIR is provided in Appendix B in the R TC Report. The written comments received on the Draft EIR included comment letters and written comments provided to the Planning Commission during the public hearing. Written comments on the Draft EIR for the City Place project were received from the following: State. Regional and Local Agencies California Department of Transportation Governor's Office of Planning and Research Southern California Association of Government Orange County Transportation Authority City oflrvine City of Orange Businesses. Groups and Organizations Park Santiago Neighborhood Association Draft EIR Committee Members of the General Public Jeff Dickman Philip Schwab Planning Commission Public Hearing A public hearing was held on the Draft EIR for the City Place project as part of the regularly scheduled October 25, 2004 City of Santa Ana Planning Commission meeting. This meeting was held in the City of Santa Ana Council Chambers (22 Civic Center Plaza, Santa Ana). The purpose of the meeting was to receive public comments on the Draft EIR. Appendix D in the RTC Report provides a list of all the persons who spoke at the Planning Commission public hearing. The transcript from the public hearing is also provided in the RTC Report. Second Planning Commission Public Hearing A second public hearing with the Santa Ana Planning Commission was held on the Draft EIR for the City Place project on December 13, 2004. This meeting was held in the City of Santa Ana Council Chambers (22 Civic Center Plaza, Santa Ana). The purpose of the meeting was to review response to comments on the Draft EIR and to receive additional public comments on the Draft EIR At the conclusion of the meeting, the Santa Ana Planning Commission recommended the City Council certify the Draft EIR for the City place project. Appendix E in the RTC Report provides a list of all the persons who spoke at the Planning Commission public hearing. The transcript from the public hearing is also provided in the R TC Report. U: \DBott\wp51 ICity Place findings. doc September 29, 2004 Page 4 758-110 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings Written Responses to Written Comments and Input from the Planning Commission Public Hearing The City evaluated the comments on environmental issues received from persons who reviewed the EIR. In accordance with CEQA, the City prepared written responses describing the disposition of significant environmental issues raised in these comments. As required by CEQA, the City has provided to each of the public agencies that commented on the Draft EIR responses to the comments received from that agency at least ten days prior to the certification of the Final EIR. The Final EIR provided adequate, good faith and reasoned responses to the comments. Pursuant to Section 15088.5 of the CEQA Guidelines, a lead agency is required to recirculate an EIR when significant new information is added to the EIR after the Notice of Availability is given, but before certification. The term "information" specifically includes: (i) Changes to the project, (ii) Changes in the environmental setting or (iii)Additional new data or other information. Section 15088.5 of the CEQA Guidelines further provides that".. .new information added to an EIR is not "significant" unless the EIR is changed in a way that deprives the public of a meaningful opportunity to comment upon a substantial adverse environmental effect of the project or a feasible way to mitigate or avoid such an effect (including a feasible project alternative) that the project's proponents have declined to implement." The City has reviewed the comments received on the Draft EIR and the responses to those comments as well as other text changes and references that have been incorporated into the Final EIR. Since the release of the Draft EIR for public review, there have been no changes to the project; no changes in the environmental setting; and no additional data or information were added to the EIR which would deprive the public of a meaningful opportunity to comment on the project. Therefore, having reviewed the information contained in the Draft and Final EIRs and in the administrative record, as well as the requirements under Section 15088.5 of the CEQA Guidelines regarding recirculation of draft EIRs, the City hereby finds that there is no new significant information and no need to recirculate the EIR. Therefore, the Final EIR has been prepared and considered by the City. 3.2 FINAL ENVIRONMENTAL IMPACT REPORT The City has prepared a Final EIR for the City Place project. In accordance with the requirements of CEQA and the CEQA Guidelines, the Final EIR consists of: ( a) The Draft EIR; (b) Comments and recommendations received on the Draft EIR, provided in the RTC Report; U: IDBottlwp51 ICity Place findings. doc September 29, 2004 Page 5 758-111 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings (c) A list of persons, organizations and public agencies commenting on the Draft EIR, provided in the R TC Report; (d) The City's responses to the comments received on the Draft EIR, provided in the RTC Report; (e) The Final MMP and (t) Other information added by the City, including all documents incorporated by reference. 4.0 PROJECT IMPACTS AND DISPOSITION OF RELATED MITGATION MEASURES IDENTIFIED IN THE FINAL EIR The analysis in the Final EIR identifies all the significant adverse environmental impacts of the City Place project. All the mitigation measures identified in the Final EIR are included in the project approval and are made conditions of the City Place project. The following Findings are made with respect to each significant adverse environmental impact of the City Place project. In addition, the following Findings provide a description of the potential adverse impacts of the project and the mitigation measures in support of the Findings. Potentially significant adverse impacts of a project can be divided into two categories: · Potentially significant adverse impacts, which can be mitigated to below a level of significance, based on implementation of identified project enhancement measures, project mitigation measures and/or City of Santa Ana standard conditions of approval. · Potentially significant adverse impacts which can be partially mitigated, but not to below a level of significance. As described later in these Findings, the City Place project will result in some significant adverse impacts, which cannot be mitigated to below a level of significance. For each potentially significant adverse impact of the City Place project, one of the following findings must be made, including the provision of facts supporting each finding: · Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. · Such changes or alterations are within the responsibility and jurisdiction of another public agency and not the agency making the finding. Such changes have been adopted by such other agency or can and should be adopted by such other agency. · Specific economic, legal, social, technological or other considerations, make infeasible the mitigation measures or project alternatives identified in the Final EIR. U: IDBott\wp51 ICity Place findings. doc September 29, 2004 Page 6 758-112 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings 4.1 POTENTIALLY SIGNIFICANT ADVERSE IMP ACTS OF THE CITY PLACE PROJECT WHICH CANNOT BE MITIGATED TO BELOW A LEVEL OF SIGNIFICANCE Potentially significant adverse impacts of the City Place project, which cannot be mitigated to below a level of significance are described in this Section. The City of Santa Ana City Council finds that these potentially significant adverse impacts of the City Place project would not be mitigated to below a level of significance, after implementation of the project mitigation measures. A Statement of Overriding Considerations (SOC) has been prepared to address these unavoidable significant adverse impacts of the City Place project, as described later in Section 7.0 (Statement of Overriding Considerations). 4.1.1 Impacts Related to Short Term Air Quality Impacts Potentially Significant Adverse Impact Related to Short-Term Construction NO" Emissions As described in Section 4.3 in the EIR, the City Place project will result in significant adverse short-term nitrogen oxides (NOx) emissions as a result of the use of construction equipment vehicle exhaust. Finding Related to Construction NO" Emissions Specific economic, legal, social, technological or other considerations, make infeasible the mitigation measures or project alternatives identified in the Final EIR. Facts in Support of the Finding Related to Construction NO" Emissions There are no feasible mitigation measures to substantially reduce NOx emISSIons during construction. Therefore, the significant adverse impact during construction of the City Place project related to NOx emissions cannot be reduced to below a level of significance. Compliance with the following project enhancement measures will lessen air quality impacts during construction. AQ-l All trucks hauling dirt, sand, soil or other loose materials off site shall be covered or wetted or shall maintain at least two feet of freeboard (i.e., minimum vertical distance between the top of the load and the top of the trailer). AQ-2 Streets shall be swept hourly if visible soil material has been carried onto adjacent public paved roads (reclaimed water shall be used if available.) AQ-3 All active sites shall be watered at least twice daily. AQ-4 All grading activities shall be scheduled to avoid first stage smog alerts. All grading activities that result in dust generation shall cease during second stage smog alerts and periods of high winds (i.e., greater than 25 mph) if dust is being transported to off-site locations and cannot be controlled by watering. U: \DBottlwp51 lCity Place findings. doc September 29, 2004 Page 7 758-113 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings AQ-6 The project applicant will be required to name a construction relations officer to act as a community liaison concerning on site construction activity, including resolution of issues related to dust generation from grading/paving activities. AQ-8 After January 1,2005, no person shall conduct an active operation with a disturbed surface area of five or more acres, or with a daily import or export of 100 cubic yards of bulk material without utilizing at least one of the measures listed below. · Install a pad consisting of washed gravel (minimmn-size: one inch) maintained in a clean condition to a depth of at least six inches and extending at least 30-feet wide and at least 50- feet long. · Pave the surface extending at least 100-feet and at least 20-feet wide. · Utilize a wheel shaker/wheel spreading device consisting of raised dividers (rails, pipe, or grates) at least 24-feet long and lO-feet wide to remove bulk material from tires and vehicle undercarriages before vehicles exit the site. · Install and utilize a wheel washing system to remove bulk material from tires and vehicle undercarriages before vehicles exit the site. · Any other control measures approved by the Executive Officer and the U.S. EP A as equivalent to the actions specifies in subparagraphs (d)95)(A) through (d)(5)(D). Level of Significance of Impacts Related to Construction NOy Emissions The short term adverse impacts of the City Place project related to NOx emissions during construction cannot be mitigated to below a level of significance. 4.1.2 Impacts Related to Long Term Air Quality Impacts Potentially Significant Adverse Impact Related to Long Term Ooerational NOy. CO and ROG Emissions As described in Section 4.3 in the EIR, the operation of the City Place project will result in adverse air quality impacts related to regional NOx, carbon monoxide (CO) and reactive organic gases (ROG) emissions. Finding Related to Long Term Regional NOy. CO and ROG Emissions Specific economic, legal, social, technological or other considerations, make infeasible the mitigation measures or project alternatives identified in the Final EIR. Facts in Support of the Finding Related to Long Term Regional NOy. CO and ROG Emissions U: IDBott\wp51 \City Place findings. doc September 29, 2004 Page 8 758-114 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings There are no feasible mitigation measures to substantially reduce NOx, CO and ROG emissions during operation of the proposed project. Therefore, the significant adverse impacts during operation of the City Place project related to regional NOx, CO and ROG emissions cannot be reduced to below a level of significance. Compliance with the following project enhancement measure will lessen air quality impacts AQ-7 The project shall comply with SCAQMD Rule 402 - Nuisances in the Siting of Trash Bins and Exhausts of Restaurant Cooking Fumes. Level of Significance of Impacts Related to Long Term Regional NOx. CO and ROG Emissions The adverse operational impacts of the City Place project related to long term operational NOx, CO and ROG emissions cannot be mitigated to below a level of significance. 4.1.3 Cumulative Impacts Related to Air Quality Potentially Significant Cumulative Adverse Impact Related to Air Quality As discussed above, the construction related NOx emissions of the proposed project and the operations related NOx, ROG and CO emissions of the proposed project would exceed the applicable South Coast Air Quality Management District (SCAQMD) thresholds for these criteria pollutants. The impacts from the proposed project plus related cumulative projects would additionally contribute to cumulatively significant adverse emissions in the South Coast Air Basin (Basin), which is already a nonattainment area. This impact is significant and adverse and cannot be mitigated to below a level of significance. Regional programs to reach air quality goals and standards will be adhered to by the cumulative projects, reducing the impact. However, the incremental increase is considered significant and adverse when added to the existing nonattainment levels of the Basin. Finding Related to Cumulative Air Quality Specific economic, legal, social, technological or other consideration, make infeasible the mitigation measures or project alternatives identified in the Final EIR. Facts in Support ofthe Finding Related to Cumulative Air Quality There are no feasible mitigation measures to substantially reduce NOx emISSIons during construction and regional NOx, CO and ROG emissions during operation of the proposed project. Therefore, the significant adverse air quality impacts during construction and operation of the City Place project cannot be reduced to below a level of significance. Therefore, the City Place project will contribute cumulatively to adverse air quality impacts in the Basin. Level of Significance of Impacts Related to Cumulative Air Ouality U: \DBott\wp51 ICity Place findings. doc September 29, 2004 Page 9 758-115 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings The contribution of the City Place project to cumulatively adverse impacts related to NOx emissions during construction and NOx, CO and ROG emissions during operation cannot be mitigated to below a level of significance. 4.1.4 Impacts Related to Transportation Potentially Significant Adverse Impacts To The Intersection of Main Street and 1 th Street As described in Section 4.9 in the EIR, the long-term operation of the City Place project will result in significant adverse traffic impacts at the intersection of Main Street and 17th Street. Finding Related to Impacts To The Intersection of Main Street and 17th Street Specific economic, legal, social, technological or other consideration, make infeasible the mitigation measures or project alternatives identified in the Final EIR. Facts in Support of the Finding Related to Impacts To The Intersection of Main Street and 17th Street As described in Section 4.9 of the EIR, there are no feasible mitigation measures to reduce project traffic impacts at the intersection of Main Street and 17th Street to a level that is less than significant. Level of Significance of Impacts Related to Impacts To The Intersection Of Main Street and 17th Street The project traffic impacts at the intersection of Main Street and 17th Street cannot be mitigated to below a level of significance. 4.2 POTENTIALLY SIGNIFICANT ADVERSE IMP ACTS OF THE CITY PLACE PROJECT, WHICH CAN BE MITIGATED TO BELOW A LEVEL OF SIGNIFICANCE Potentially significant adverse impacts ofthe City Place project, which can be mitigated to below a level of significance are described in this Section. The City of Santa Ana City Council finds that these potentially significant adverse impacts of the project would be mitigated to below a level of significance, after implementation ofthe identified project mitigation measures. 4.2.1 Impacts Related to Air Quality Potentially Significant Adverse Impacts Related to Short Term Air Quality Impacts During construction of the City Place project, ROG emissions from the application of architectural coatings would exceed the SCAQMD daily construction emission thresholds for ROG. U: \DBottlwp51 I City Place findings. doc September 29, 2004 Page 10 758-116 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings Findings Related to Short Term Air Quality Impacts Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Short Term Air Quality Impacts Implementation of mitigation measure AQ-5, provided below, will substantially lessen the adverse impacts of the City Place project related to ROG emissions during construction, and will reduce this potentially significant adverse impact to below a level of significance. AQ-5 The developer shall use zero Volatile Organic Compounds (VOC) content architectural coatings during the construction of the project to the maximum extent feasible. This measure will reduce VOC (ROG) emissions by 95 percent over convention architectural coatings. The following websites provide lists of manufacturers of zero VOC content coatings: http://www.aqmd.govlbusiness/brochures/zerovoc.html http://www.delta-institute.orglpublications/paints.pdf http://www.c1eanaircounts.orglfactsheetsIFS%20PDF ILow%20VOC%20Paint.pdf Level of Significance of Impacts Related to Short Term Air Quality Impacts The adverse impacts of the City Place project related to ROG emissions during construction will be mitigated to below a level of significance based on the implementation of mitigation measure AQ-5. 4.2.2 Impacts Related to Impacts To Cultural Resources Potentiallv Significant Adverse Impacts Related to Cultural Resources As discussed in Section 4.4 in the EIR, there is potential that construction of the City Place project could have a significant adverse impact on unknown cultural resources which might exist on the project site. Findings Related to impacts to Cultural Resources Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support ofthe Finding Related to Impacts to Cultural Resources Implementation of mitigation measures C-l and C-2, provided below, will substantially lessen the adverse impacts of the City Place project related to cultural resources during construction, and will reduce this potentially significant adverse impact to below a level of significance. U: IDBottlwp51 I City Place findings. doc September 29, 2004 Page 11 758-117 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings C-l If buried cultural material is encountered during project construction, the construction contractor shall immediately stop work within immediate vicinity of the finding and the City's Environmental Coordinator shall be contacted for appropriate action. C-2 If human remains are encountered during construction activities, work shall cease and the Orange County Coroner's Office and the Native American Heritage Commission shall be notified. A course of action will be agreed upon regarding the treatment of said remains with the Orange County Coroner's Office or in compliance with the Native American Graves Protection and Repatriation Act (NAGPRA) and the Native American Heritage Commission if the remains are determined to of Native American origin. This process can involve, but is not limited to re-interment of said remains on- or ff site, donation to museums or schools for the promotion of archaeological body of record or other arrangements as agreed upon by the consultation process with the Native American descendents or their representative. Level of Significance of Impacts Related to Cultural Resources The adverse impacts of the City Place project related to cultural resources during construction will be mitigated to below a level of significance based on the implementation of mitigation measures C-l, and C-2, provided above. 4.2.3 Impacts Related to Hydrology and Water Quality Potentially Significant Adverse Impacts Related to Water Quality Impacts As discussed in Section 4.6 in the EIR, the construction and operation of the City Place project may result in the potential for significant adverse impacts to water quality associated with contaminants on the site being carried from the site in runoff. Findings Related to Water Quality Impacts Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Water Quality Impacts Implementation of mitigation measures W-3 during construction and W-4 during operation, provided below, will substantially lessen the adverse impacts of the City Place project related to water quality during construction, and will reduce this potentially significant adverse impact to below a level of significance. For Construction (Storm Water Pollution Prevention Plan (SWPPP) W-3 Prior to the commencement of soil disturbing activities, the project proponent shall submit for approval to the Regional Water Quality Control Board (RWQCB), a Notice of Intent to U: IDBottlwp51 ICity Place findings. doc September 29, 2004 Page 12 758-118 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings be covered under the Storm Water Permit. Additionally, the project proponent shall prepare a SWPPP which will require implementation of Best Management Practices (BMPs). The project proponent shall implement the SWPPP and will modify the SWPPP as directed by the Storm Water Permit. These provisions shall be included in the plan notes. The SWPPP shall include all of or a combination of specific BMPs as follows: a) Sediment for areas disturbed by construction shall be retained on site using structural controls such as sandbags, fencing or retention ponds. b) Stockpiles of soil shall be properly contained to eliminate or reduce sediment transport from the site to the streets, drainage facilities or adjacent properties via runoff, vehicle tracking or wind. c) Appropriate BMPs for construction-related materials, wastes, spills or residues shall be implemented to minimize transport for the site to streets, drainage facilities or adjoining properties. d) Runoff from equipment and vehicle washing shall be contained at construction sites unless treated to reduce or remove sediment and other pollutants. e) All construction contractor and subcontractor personnel are to be made aware of the required BMPs and good housekeeping measures for the project site and any associated construction staging areas. f) At the end of each day of construction activity, all construction debris and waste materials shall be collected and properly disposed of in trash or recycle bins. g) Any designated smoking area shall have an appropriate cigarette waste receptacle that is fitted to not allow cigarette butts to enter storm water or drains during rain or high winds. All contractor and subcontractor personnel will be directed to dispose of cigarette butts in these receptacles. For Post-Construction (Water Quality Management Plant (WQMP) W-4 Prior to finalizing design plans, a WQMP shall be prepared addressing post construction storm water runoff This will consist primarily of structural BMPs addressing the urban runoff from the site. As part of the final design plans for the parking lot, drainage for the parking area shall be fitted with structural BMPs to reduce or eliminate urban runoff in the form of catch basins with filters (most likely fossil) or other equivalent filtration device that are regularly maintained and cleared so as to remain effective throughout the storm season. Regular clearing of large debris after a storm to shall be incorporated into the ongoing maintenance program for the City Place project site. Level of Significance of Impacts Related to Water Quality U: IDBottlwp51 ICity Place findings. doc September 29, 2004 Page 13 758-119 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings The adverse impacts of the City Place project related to water quality will be mitigated to below a level of significance based on implementation of measures W-3 and W-4. Potentially Significant Adverse Impacts Related to Drainage As discussed in Section 4.6, the development of the project site for the proposed project will result in a substantial increase in the amount of impervious surfaces on the site which could result in increase storm water runoff and potential drainage impacts. Findings Related to Drainage Impacts Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Drainage Impacts Implementation of mitigation measures W-1 and W-2, provided below, will substantially lessen the adverse impacts of the City Place project related to drainage, and will reduce this potentially significant adverse impact to below a level of significance. W-1 Prior to issuance of grading permits, the applicant shall submit a final drainage plan identifying the exact size and location of drainage facilities. W -2 The applicant shall construct facilities on the project site to transport storm water from the site to the City's drainage facilities. All such facilities will be subject to the review and approval of the City Engineer and shall be installed prior to the issuance of occupancy permits. Level of Significance of Impacts Related to Drainage Iml'acts The adverse impacts of the City Place project related to drainage will be mitigated to below a level of significance based on implementation of measures W -1, and W -2. 4.2.4 Impacts Related to Noise Findings Related to Operational Interior Noise Impacts Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support ofthe Finding Related to Ot>erational Interior Noise Impacts As discussed in Section 4.7 of the EIR, the interior of the residential structures fronting Main Street, Memory Lane and Lawson Way may be exposed to noise from traffic in excess of interior standards, 45 dBA CNEL. Therefore, mitigation measure N-5 below will ensure that interior standards are met through appropriate design of these structures. U: IDBottlwp51 I City Place findings. doc September 29, 2004 Page 14 758-120 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings N-5 Noise insulation would be installed to ensure that California's title 24 interior noise standard of 45 dBA CNEL is achieved for those residences abutting Main Street, Memory Lane and Lawson Way. This noise insulation would include sound rated doorways, windows, baffling and other measures to ensure compliance of the interior noise standard. An acoustic engineer shall be retained during the design and installation of the noise insulation to ensure the required level of noise attenuation meets interior noise standards. An acoustical report shall be prepared and approved that identifies the building materials needed to meet the Title 24 Interior Noise Standard. Level of Significance of Impacts Related to Operational Interior Noise Impacts The adverse impacts of the City Place project related to operational interior noise will be mitigated to below a level of significance based on the implementation of mitigation measure N- 5. 4.2.5 Impacts Related to Traffic Findings Related to Impacts at Intersection of Main Street and La Veta Avenue Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Impacts At the Intersection of Main Street and La V eta Avenue As discussed in Section 4.9 of the EIR, for the 2006 traffic conditions, the intersection of Main Street and La Veta Avenue will operate at unacceptable LOS E both with and without the project during the PM peak. The implementation of mitigation measure T-l and T-2 below will improve the level of service to acceptable LOS D in the PM peak for both opening year (2006) and 2025. T -1 Prior to the issuance of certificate of occupancy permits, and subject to the approval of the City of Orange, the applicant shall restripe the intersection of Main Street and La Veta A venue to provide an additional northbound through lane and convert the existing westbound right-turn lane to an optional thru-right turn lane. T -2 Prior to the issuance of building permits the applicant shall pay Transportation System Impact Area fees to be deposited with the joint powers authority. Level of Significance of Impacts Related to Impacts at the Intersection of Main Street and La V eta Avenue The adverse impacts of the City Place project related to impacts at the intersection of Main Street and La V eta Avenue will be mitigated to below a level of significance based on implementation of measures T-l and T-2. U: \DBottlwp51 I City Place findings. doc September 29,2004 Page 15 758-121 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings Findings Related to Impacts at Lawson Way Segment Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Lawson Way Segment As discussed in Section 4.9 of the EIR, in 2025, the segment of Lawson Way between Memory Lane and Town Country road will be significantly impacted by project related traffic. The implementation of mitigation measure T-3 and T-4 below will improve the level of service to acceptable LOS A for 2025 traffic conditions. T -3 Prior to issuance of certificate of occupancy permits the applicant shall coordinate with the City of Orange for the removal of on street parking along Lawson Way between Memory Lane and Town and Country Road. This will require approval from the City of Orange Traffic Commission T -4 Prior to the issuance of certificate of occupancy permits, and subject to the City of orange's approval, the applicant shall restripe Lawson Way to provide two lanes in direction between Memory Lane and Town Country Road. Level of Significance of Impacts Related to Impacts at the Lawson Way Segment The adverse impacts of the City Place project related to impacts at the Lawson Way segment will be mitigated to below a level of significance based on implementation of mitigation measures T- 3 and T-4. Findings Related to Impacts at Intersection of Memory Lane and Lawson Way Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Impacts at Intersection of Memory Lane and Lawson Way As discussed in Section 4.9 of the EIR, the planning warrant analysis shows that traffic signal installation is warranted at the intersection of Lawson Way and Memory Lane. The implementation of mitigation measure T -5 below will ensure that intersection will operate at an acceptable level of service. T -5 Prior to the issuance of certificate of occupancy permits the applicant shall pay full costs for a traffic signal at Memory Lane and Lawson Way. Level of Significance of Impacts Related to Impacts at the Intersection of Memory Lane and Lawson Way U: \DBottlwp51 ICity Place findings. doc September 29, 2004 Page 16 758-122 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings The adverse impacts of the City Place project related to impacts at the intersection of Memory Lane and Lawson Way will be mitigated to below a level of significance based on implementation of mitigation measure T-5. 4.2.5 Impacts Related to Public Services Findings Related to Impacts on ParksIRecreation Facilities Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support ofthe Finding Related to Impacts on ParksIRecreation Facilities As discussed in Section 4.8 of the EIR, implementation of the City Place project would increase the demand for parks and recreation facilities and would further the open space/population ratio imbalance in the City. The implementation of mitigation measures P-3 and P-4 would reduce potential impacts to a level that is below significant. P-3 Prior to the issuance of certificate of the first occupancy permit, the proposed project shall comply with the City's public parkland dedication requirements through provision of private open space, land dedication, fees or other vehicles acceptable to the City. P-4 Prior to the issuance of the first certificate of occupancy permit, the applicant shall fully pay to install a signalized pedestrian mid-block crossing on Memory Lane from the City Place project to Santiago Park. Level of Significance of Impacts Related to Parks and Recreation Facilities The adverse impacts of the City Place project related to parks and recreation facilities will be mitigated to below a level of significance based on implementation of measures P-3 and P-4. 4.2.6 Impacts Related to Geology Findings Related to Seismic Shaking Impacts Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Seismic Shaking Impacts As discussed in Section 3.7 of the EIR, the City Place project could be subject seismic shaking impacts in the event an earthquake occurs within the vicinity of the project site. The implementation of mitigation measure G-2 would reduce potential impacts to a level that is below significant. U: \DBottlwp51 I City Place findings. doc September 29, 2004 Page 17 758-123 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings G-2 Prior to the issuance of grading permits, the proposed project shall submit a site specific geotechnical report that addresses and identifies the seismic constraints on the project site, building loads and design recommendations to reduce potential seismic impacts to a level less than significant. Level of Significance oflmpacts Related to Seismic Shaking Impacts The adverse impacts of the City Place project related to parks and recreation facilities will be mitigated to below a level of significance based on implementation of mitigation measure G-2. Findings Related to Geologic Stability Impacts Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Geologic Stability Impacts As discussed in Section 3.7 of the EIR, the City Place project site is subject to geologic constraints that could impact the geotechnical stability of the project. The implementation of mitigation measure G-l would reduce potential impacts to a level that is below significant. G-l Prior to the issuance of grading permits, the proposed project shall submit a site specific geotechnical report that addresses and identifies soil constraints on the project site, building loads and design recommendations to ensure the geologic stability ofthe project. Level of Significance of Impacts Related to Geologic Stability Impacts The adverse impacts of the City Place project related to geologic stability will be mitigated to below a level of significance based on implementation of mitigation measure G-l. 4.3 IMPACTS FOUND ADVERSE, BUT NOT SIGNIFICANT AND PROJECT ENHANCEMENT MEASURES TO MINIMIZE IMP ACTS Potentially adverse, but not significant impacts are identified in this section. Project enhancement measures are identified to minimize adverse impacts associated with implementation of the City Place project. 4.3.1 Impacts Related to Construction Noise Findings Related to Construction Noise Project enhancement measures have been required in, or incorporated into, the project which lessen construction related impacts as identified in the EIR. Facts in Support ofthe Finding Related to Construction Noise U: IDBottlwp51 I City Place findings. doc September 29, 2004 Page 18 758-124 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings As discussed in Section 4.7 in the EIR, although the construction of the City Place would not result in significant adverse noise impacts, project enhancement measures N-I, N-2, N-3 and N-6 below are incorporated in the proposed City Place project to minimize the generation of noise during construction. N-I During all site preparation, grading and construction, the contractor will be required to ensure that all construction equipment is in proper operating condition and fitted with standard factory noise attenuation features. All equipment shall be properly maintained to assure that no additional noise, due to worn or improperly maintained parts, would be generated. N-2 During final design, the applicant will prepare a traffic haul plan for review and approval by the City of Santa Ana. The contractor will be required to use only the approved haul routes to minimize exposure of sensitive receptors to potential adverse noise levels from hauling operations. N-3 During all site preparation, grading and construction, the contractor will be required to site all construction staging and storage areas away from Lawson Way, to minimize noise impacts on the senior citizen retirement facility on the east side of Lawson Way N-6 Construction operations for the proposed project shall be limited to 7:30 AM to 4:30 PM Monday through Saturday, and no construction operations on Sunday or Federal Holidays. Level of Significance of Impacts Related to Construction Noise Construction related noise impacts associated with the project would be less than significant. Findings Related to Operational Exterior Noise Impacts Project enhancement measures have been required in, or incorporated into, the project which lessen operational exterior noise impacts as identified in the EIR. Facts in Support of the Finding Related to Operational Exterior Noise Impacts As discussed in Section 4. 7 (Noise) in the EIR, even though the operation of the City Place project will not result in significant adverse noise impacts, project enhancement measure N-4 below, is designed to reduce noise levels associated with mechanical equipment. In addition, the operation of the proposed City Place project will be required to comply with City of Santa Ana Ordinances related to noise control during operations. N-4 Mechanical equipment shall be acoustically engineered, incorporating mufflers, enclosures, parapets and/or other noise attenuation features, so that noise generated by the operation of this equipment does not exceed the applicable City noise standard at sensitive receptor locations. U: IDBottlwp51 \ City Place findings. doc September 29, 2004 Page 19 758-125 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings Level of Significance of Impacts related to Operational Exterior Noise Operational exterior noise impacts associated with the project would be less than significant. 4.3.2 Impacts Related to Public Services Findings Related to Impacts on to Police Services Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the environmental effect as identified in the EIR. Facts in Support of the Finding Related to Impacts to Police Services As discussed in Section 4.8 of the EIR, implementation of the City Place project would increase the demand for police services. However, according to the Santa Ana Police Department the impact would not be significant. The implementation ofproject enhancement measure P-l would minimize potential impacts to police services. P-l Prior to the issuance of occupancy permits, the applicant shall coordinate with the City Police department to prepare a Security Plan for the commercial and residential components of the project. This plan shall be subject to the review and approval of the Police Department. The Plan shall address concerns related to visibility and adequate emergency access. Recommendations resulting from the project review by the City Police Department would be incorporated into the project. Level of Significance of Impacts Related to Police Services The adverse impacts of the City Place project related to Police Services will be minimized with the implementation of mitigation measure P-l. Findings Related to Impacts to School Services Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the environmental effect as identified in the EIR. Facts in Support ofthe Finding Related to Impacts to School Services As discussed in Section 4.8 of the EIR, implementation of the City Place project would increase the demand for school services. However, according to the Santa Ana Unified School District and the Orange Unified School District this impact would not be significant. The implementation of project enhancement measure P-2 would minimize potential impacts to school services. P-2 Prior to the issuance of building permits the applicant shall demonstrate proof of payment of development fees to Santa Ana School District and Orange Unified School District. Level of Significance of Impacts Related to School Services U: \DBott\wp51 \ City Place jindings.doc September 29, 2004 Page 20 758-126 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings The adverse impacts of the City Place project related to School Services will be minimized with the implementation ofproject enhancement measure P-2. 4.3.3 Impacts Related to Utility Service Systems Findings Related to Utility Service System Impacts Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the environmental effect as identified in the EIR. Facts in Support ofthe Finding Related to Impacts to Utility Service Systems As discussed in Section 4.8 of the EIR, implementation of the City Place project would increase the demand for utility service systems. However, the impact would not be significant. The implementation of project enhancement measures U-I through U-5 would minimize potential impacts to utility service systems. U-I The applicant shall coordinate with the utility companies serving the site to establish service connections prior to construction U-2 Any pre-existing underground utilities at the site shall be located prior to construction and abandoned or removed in accordance with state and local codes and regulations. Any utility trenches shall be backfilled under the observation and testing of the resident engineer or inspector. U-3 The Applicant shall coordinate with SCE to incorporate energy savings programs in the construction and operation of the City Place project to ensure that energy savings technologies are incorporated into the design and operation of the project. U-4 The applicant shall coordinate with SCE to incorporate energy savings programs in the construction and operation of the City Place project to ensure that energy savings technologies are incorporated into the design and operation ofthe project. U-5 The Applicant shall pay its fair share of necessary telephone improvements including a main conduit structure to bring lines into the project site. Coordination with SBC during the development stage would facilitate service connection. Level of Significance of Impacts Related to Utility Service Systems The adverse impacts of the City Place project related to utility service systems will be minimized with the implementation of project enhancement measures U-I to U-5. Section 4.2.4 Impacts Related to Safety Hazard Findings Related to Safety Hazard Impacts U: IDBottlwp51 ICity Place findings. doc September 29, 2004 Page 21 758-127 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the environmental effect as identified in the EIR. Facts in Support ofthe Finding Related to Safety Hazard Impacts As discussed in Section 4.5 of the EIR, the potential impacts of the proposed project related to the abandoned jet fuel line would be less than significant. However, there is slight possibility that the existing underground jet fuel line could become active. Therefore, the following precautionary project enhancement measure is included to ensure full disclosure of the fuel line to future property owners. H-l Prior to the issuance of certificate of use and occupancy, a special disclosure statement of the presence of the jet fuel line is required to be included in all subdivision maps and deeds associated with the project site. Level of Significance of Impacts Related to Safety Hazards The adverse impacts of the City Place project related to safety hazards will be minimized with the implementation ofproject enhancement measure H-l. 4.3 IMPACTS FOUND NOT TO BE SIGNIFICANT OR LESS THAN SIGNIFICANT The City finds that, based on substantial evidence in the record, discussed below, the following impacts associated with the City Place project are less than significant and no mitigation is required. Additionally, the City finds, as set forth in Sections 4.1 (Potentially Significant Adverse Impacts of the City Place Project Which Cannot Be Mitigated to Below a Level of Significance) and 4.2 (potentially Significant Adverse Impacts of the City Place Project Which Can Be Mitigated to Below a Level of Significance), above, no other potentially significant adverse project specific impacts ofthe proposed project are anticipated to occur. An Initial Study (IS) was completed at the beginning of the environmental review process for the proposed project, to identify those impacts that could be potentially significant and adverse and which required further study in an EIR. The IS also provided analysis on the environmental impacts of the project that were determined to be less than significant due to the identification and incorporation of mitigation early in the process or based on compliance with existing regulations. The findings of the IS are summarized in Section 3.0 (Effects Found Not to be Significant) in the EIR. The EIR and IS determined, based on substantial evidence in the record, that the following effects of the proj ect would have no significant adverse or no adverse impact on the environment. 4.3.1 Aesthetics Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to light, scenic vistas and scenic resources. As described in U: IDBottlwp51 lCity Place findings. doc September 29, 2004 Page 22 758-128 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings Section 4.2 (Aesthetics) in the EIR, the City Place project will not substantially degrade the existing visual character or quality of the site and its surroundings; the project will enhance the visual appearance of the site, from a vacant parcel, to a modem urban development. Therefore, the City Place project will not result in adverse impacts related to aesthetics and no mitigation is required. 4.3.2 Air Quality Based on the analysis summarized in Section 3.0 in the EIR, the City Place Project will not result in significant adverse impacts related to odors and no mitigation is required. 4.3.3 Cultural Resources Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to currently known and recorded historic, prehistoric and archeological resources. No mitigation is required. 4.3.4 Hazardous Materials Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to documented hazardous materials or hazardous substances sites, use of hazardous materials during construction and operations, airport operations and airport plans. No mitigation is required. 4.3.5 Hydrology and Water Quality Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to groundwater recharge and natural water bodies 4.3.6 Noise Based on the analysis summarized in Section 3.0 in the EIR, the project site is not impacted by aircraft noise that would exceed State or local noise standards. Based on the analysis summarized in Section 4.7, implementation of the City Place would not increase significantly increase long-term noise levels within the project area. No mitigation required. ' 4.3.7 Public Services As discussed in Section 4.8 (public Services) in the EIR, the City Place project would require compliance with the requirements of the Santa Ana Fire Department (SAFD) regarding building fire and safety features. The increased demand for SAFD fire and emergency services for the proposed project will not result in the need for new or expanded SAFD facilities. Therefore, the proposed project will not result in a significant adverse impact related to fire and emergency services. No mitigation is required. U: IDBottlwp51 \City Place findings. doc September 29, 2004 Page 23 758-129 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings As discussed in Section 4.8, the City Place project would result in an incremental increase in demand for library services. However, this is minimal and would not affect the City's ability to provide library services. No mitigation is required. 4.3.8 Transportation and Circulation Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to air traffic patterns, hazardous street conditions, access, pedestrian walkways and bicycle parking facilities. No mitigation is required. 4.3.9 Land Use Based on the analysis summarized in Section 3.0 and analyzed in Section 4.11 of the EIR, the City Place project will not result in significant adverse impacts related to division of an established community and consistency with applicable land use plans and adopted demographic projections. No mitigation is required. 4.3.10 Agriculture Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to agricultural resources. No mitigation is required. 4.3.11 Population and Housing Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to growth or the displacement of existing residential uses. No mitigation is required. 4.3.12 Geology Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to ground surface rupture, unique geological or topographical features, or the use of alternative waste water or septic systems. No mitigation is required. 4.3.13 Biological Resources Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to biological resources, threatened and endangered species, wetlands or habitat conservation plans. No mitigation is required. 4.3.15 Mineral Resources Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to mineral resources. No mitigation is required. U: IDBott\wp51 lCity Place findings. doc September 29, 2004 Page 24 758-130 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings 5.0 MITIGATION MONITORING PROGRAM When making findings, CEQA requires that a lead agency must adopt a reporting or monitoring program for the changes to the project that it has adopted or made a condition ofproject approval in order to ensure compliance during project implementation. The MMP for the City Place project, accompanying the Final EIR, is designed to serve this purpose for the mitigation measures identified in the Final EIR. The MMP requires the City to monitor mitigation measures designed to reduce or eliminate significant adverse proj ect impacts, as well as those mitigation measures designed to reduce environmental impacts that are less than significant. The MMP includes all mitigation measures identified in the Final EIR and has been designed to ensure compliance during implementation ofthe project. The City finds that the impacts of the project have been mitigated to the extent feasible by the mitigation measures identified in the Final EIR and the MMP. The City adopts the MMP for the City Place project. The MMP designates responsibility and the anticipated timing for the implementation of mitigation measures and conditions within the jurisdiction of the City of Santa Ana. That MMP is hereby adopted and its implementation is made a condition of approval of the City Place project. The City approves and will implement all the mitigation measures in the Final EIR. 6.0 ALTERNATIVES An EIR prepared pursuant to CEQA and the CEQA Guidelines must describe and comparatively evaluate a range of alternatives to the proposed project (Section 15126.6 of the CEQA Guidelines). Analysis of every possible alternative or options or combination of options would overburden the EIR with an unnecessary amount of detail that would be redundant and complex and would, as a result, fail to provide meaningful information for the City to consider in its review of the project. To develop alternatives that are analyzed in the EIR, a list of potential alternatives was prepared. For this analysis, the project alternatives were evaluated to determine the extent to which they meet the basic project objectives, while avoiding or substantially lessening any significant adverse impacts of the proposed project. The City of Santa Ana selected the alternatives discussed below for a variety of reasons. The goal for evaluating alternatives was to identify ways to mitigate or avoid the significant adverse impacts of the proposed project. The EIR evaluated the following alternatives. 6.1 ALTERNATNES CONSIDERED BUT REJECTED Potential alternatives to the City Place project that were considered by the City but rejected and not evaluated in the current EIR are based on City of Santa Ana EIR 92-02, certified by the City of Santa Ana City Council in 1992, for the approved Main Street Concourse Project. In addition, no alternative site for the proposed project was considered in this EIR. These alternatives which were considered by the City but which were not carried forward for detailed analysis in the EIR are described in the following Sections. U: IDBott\wp51 lCity Place findings. doc September 29, 2004 Page 25 758-131 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings 6.1.1 Alternatives from the 1992 EIR In 1992, the Santa Ana City Council certified the final EIR for the proposed Main Street Concourse Project and approved that proposed project. In addition to the approved project, the Final EIR evaluated three other build alternatives and a No Project Alternative. The build alternatives considered in that EIR were reevaluated as possible alternatives to the currently proposed City Place Project. Those alternatives were rejected as described below and, therefore, were not evaluated in the EIR for the City Place project. Alternative B: Reduced Density Garden Office This Alternative assumed development of the project site consistent with the General Plan land use designations for the site in place at the time of the 1992 EIR evaluation. Under this Alternative, it was assumed that the site would be developed under the District Center (DC) designation, but at a lower floor area ratio than the maximum possible under the General Plan designation. This Alternative assumed that the site would be developed with 244,000 square feet of retail center and garden space uses. There would be no residential uses on the site under this Alternative. This Alternative proposed substantially reduced land uses on the project site compared to the approved Main Street Concourse Project. This Alternative was not considered further in the EIR the City Place project because: · Alternative B does not include any residential units. The provision of housing in a variety of types and price ranges, including innovative uses such as live/work units, such as proposed as part of the City Place project, is consistent with the Santa Ana General Plan. · Alternative B proposed a different range of land uses, with more commercial/retail and no residential uses, than the City Place project. However, the land uses proposed under Alternative B would not be expected to substantially reduce or avoid the potential adverse impacts of the City Place project related to air quality and traffic. For these reasons, this Alternative was rej ected from further consideration and, therefore, was not evaluated in the EIR for the City Place project. Alternative C: Alternative Land Use (All Office) This Alternative assumed development of the project site with two 92,000 square foot, two-story garden style office buildings, and retail and commercial uses similar to the approved Main Street Concourse Project, including retail, restaurant, cinema and health club uses. There would be no residential uses on the project site under this Alternative. This Alternative was not considered further in the EIR for the City Place project because: · Alternative C does not include any residential units. The provision of housing in a variety of types and price ranges, including innovative uses such as live/work units, as proposed under the City Place proj ect, is consistent with the City of Santa Ana General Plan. U: IDBott\wp51 \City Place findings. doc September 29, 2004 Page 26 758-132 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings · Alternative C proposed a different density of land uses, with commercial/retail and no residential uses, than the City Place project. However, the land uses proposed under Alternative C would not be expected to substantially reduce or avoid the potential adverse impacts of the City Place project related to air quality and traffic impacts. For these reasons, this Alternative was rejected from further consideration and, therefore, was not evaluated in the EIR for the City Place project. Alternative D: General Plan Consistency This Alternative assumed development of the site consistent with the General Plan land use designations for the site in place at the time of the 1992 EIR evaluation, at a floor area ratio (FAR) of 1.5, which was the FAR permitted on the site under the General Plan at that time. Under this Alternative, it was assumed that the site would be developed with 1.1 million square feet of uses, including three high rise office towers (15, 17 and 23 stories), retail, restaurant, cinema, health club and 36 single family residential units. This Alternative proposed reduced land uses on the project site compared to the approved Main Street Concourse Project, with approximately 0.4 million fewer square feet of development. In addition, two of the office towers under Alternative D would be fewer stories than under the Main Street Concourse Project which proposed one 20-stOlY and one 32-story office tower. Alternative D also proposed slightly fewer residential units than the approved project, at a total of 146 single family and high density residential units versus a total of 278 residential units under the Main Street Concourse Project. This Alternative was not considered further in the EIR for the City Place project because: · Alternative D proposed substantially greater development on the project site than the City Place project. Therefore, the land uses proposed under Alternative D would likely increase and not reduce or avoid the potential adverse impacts of the City Place project related to air quality, traffic, and cumulative air quality and traffic impacts. For these reasons, this Alternative was rejected from further consideration and, therefore, was not evaluated in the EIR for the City Place project. 6.1.2 Alternative Site for the Proposed Project The EIR for the City Place project did not analyze an alternative site for the proposed project because the applicant does not own or control another suitable property in the City of Santa Ana. In addition, there are no other known sites of this size available in the City that could accommodate a project of this type. The City Place project would generate approximately the same traffic and air quality emissions at any other location in the City, to the same or greater extent than at the proposed site. Therefore, locating the proposed project at another site in the City would basically shift the project's adverse impacts to that other location, but would not be expected to avoid or substantially reduce those impacts. The traffic impacts which occur in the City of Orange under the City Place project could possibly be located to an area entirely within the City of Santa Ana if an alternative U: \DBott\wp51 \ City Place findings. doc September 29, 2004 Page 27 758-133 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings project site were considered, but the level of impact would remain comparable. As a result, an alternative site for the City Place project was not evaluated in the EIR. 6.2 NO PROJECT ALTERNATIVES 6.2.1 No ProjectlExisting Conditions Alternative This No Project Alternative assumes that the existing uses on the 17.7 acre project site are retained and that no development occurs on the site. With this Alternative, the site would remain vacant and no residential or commercial uses would be developed on this site. Table 9-1 from the EIR, on the following page, indicates that the No ProjectlExisting Conditions Alternative would not meet any of the City or applicant objectives for the City Place project. 6.2.2 No ProjectlExisting Entitlement Alternative This No Project Alternative assumes that the approximately 17.7 acre project site would be developed consistent with the existing approved entitlements for the project site which would allow for the development of the previously approved Main Street Concourse Project consisting of up to 1.96 million square feet of office, retail and hotel uses, and 280 residential units. The existing entitlements for the project site reflect approved development as assessed in City of Santa Ana EIR 90-2 which was certified by the Santa Ana City Council in April 1992. This No Project Alternative would result in approximately 1.91 million more square feet of commercial uses (office, retail and hotel) and 38 more residential units on the project site than under the City Place project. This No Project Alternative would result in substantially greater land use densities on the project site than the proposed project. The No ProjectlExisting Entitlement Alternative would meet all of the objectives for the City Place project. 6.3 DESIGN ALTERNATIVE The Design Alternative reduces the development on the project site by 123,434 square feet and would result in a reduction of overall density and FARon the project site. The Design Alternative would only marginally reduce impacts compared to the proposed project for hydrology and water quality, noise, public services and utilities and service systems. The Design Alternative would have no change on impacts compared to the proposed project on aesthetics, air quality, cultural resources and hazardous materials. The Design Alternative would result in reduced traffic impacts in the short and long term, but not enough to reduce the impact to below a level of significance. The Design Alternative would meet all of the objectives for the City Place project. 6.4 COMPARISON OF IMPACTS Table 9-1 in the EIR, provided on the following page, compares the unavoidable adverse impacts of the City Place project and the No ProjectlExisting Conditions, No ProjectlExisting Entitlement and Design Alternatives. TABLE 9-1 COMPARISON OF THE IMPACTS OF THE CITY PLACE PROJECT AND THE PROJECT ALTERNATIVES (1) U: IDBottlwp51 I City Place jindings.doc September 29, 2004 Page 28 758-134 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings Impact City Place Project No Project I No Project I Existing Design Alternative Catel!:orv Existinl!: Conditions Entitlement Aesthetics Less than significant No impact. No significant Similar to under the impact adverse impact after City Place project. mitigation. Air Quality Unavoidable significant No impact. Substantially greater Similar to under the short term, long term short and long term City Place project. and cumulative impacts impacts which cannot all be mitigated to below a level of significance. Cultural Less than significant No impact. Same as under the Similar to under the Resources impact with City Place project. City Place project. incorporation of mitigation Hazardous Less than significant No impact. Substantially greater Similar to under the Materials impact than under the City City Place project. Place project; can be mitigated to below a level of significance. Hydrology and Less than significant No impact. Similar to the City Similar to under the Water Quality impact with Place project for City Place project. incorporation of hydrology; greater for mitigation water quality; impacts can be mitigated to below a level of significance. Noise Less than significant No impact. Greater than under Similar to under the short term impacts the City Place project; City Place project. Less than significant can be mitigated to long term impact with below a level of incorporation of significance. mitigation Public Services Less than Significant - No impact. Greater than under Similar to under the Police, Fire Services, the City Place project; City Place project. school, library services can be mitigated to Less than significant below a level of park impacts with significance. incorporation of mitigation Transportation Unavoidable significant No impact. Substantially greater Similar to under the and Traffic impacts to Main than under the City City Place project. Street/17th Street Place project; cannot intersection all be mitigated to Less than significant below a level of impacts to Lawson significance. Way, Main Street/La Veta intersection and Memory LanelLawson Way intersection with incorporation of mitigation Utilities and Less than significant No impact. Substantially greater Similar to under the Service than under the City City Place project. Svstems Place project; cannot U: \DBott\wp51 I City Place findings. doc September 29, 2004 Page 29 758-135 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings Land Use TABLE 9-1 COMPARISON OF THE IMPACTS OF THE CITY PLACE PROJECT AND THE PROJECT ALTERNATIVES (1) No Project / No Project / Existing Design Alternative Existinl!: Conditions Entitlement all be mitigated to below a level of silmificance. Less than significant No impact No impact Less than impact significant imnact Source: Draft Focused Environmental Impact Report for the City Place Project (P&D Consultants, 2004). Impact Cate20ry City Place Project 6.5 ENVIRONMENTALLY SUPERIOR ALTERNATIVE The City Place project, the No ProjectJExisting Entitlements and Design Alternatives would result in environmental impacts greater than the No ProjectJExisting Conditions Alternative. Therefore, the No ProjectJExisting Conditions Alternative is the Environmentally Superior Alternative although it would not meet project objectives as discussed earlier in the analysis of that alternative. Section 15126.6(e)(2) of the CEQA Guidelines requires the identification of an additional feasible environmentally supenor alternative when the No Project Alternative IS selected as the Environmentally Superior Alternative. Many of the environmental impacts of the City Place project are related to the size or intensity of the development and in general, projects with higher density will generally result in more adverse impacts compared to alternatives with a lower density. As shown in Table 9-1, the No ProjectJExisting Entitlement Alternative would result in significant adverse impacts greater than under the City Place project, which cannot be mitigated to below a level of significance, related to short and long term air quality, and transportation and traffic. The other adverse impacts of the No ProjectJExisting Entitlement Alternative, related to aesthetics, cultural resources, hazardous materials, hydrology and water quality, noise, public services, and utilities and service systems, would be similar to or greater than under the City Place project and could be mitigated to below a level of significance. However, because the significant unavoidable adverse impacts of the No ProjectJExisting Entitlement Alternative would be greater than under the City Place project, this No Project Alternative would not be the Environmentally Superior Alternative. The impacts of the Design Alternative would be similar to the City Place project. The significant unavoidable adverse impacts of this Alternative related to short and long term air quality and transportation would less be compared to the City Place project but would still be significant. Therefore, this is Alternative is not environmentally superior to the City Place project. The City Place project would be the Environmentally Superior Alternative because it would avoid significant adverse impacts that would occur under the No ProjectJExisting Entitlement Alternative and would not result in greater impacts than under the Design Alternative. 7.0 STATEMENT OF OVERRIDING CONSIDERATIONS The City of Santa Ana has balanced the benefits of the City Place project against its unavoidable adverse environmental impacts m determining that the specific economIC, legal, social, U: IDBott\wp51 ICity Place findings. doc September 29, 2004 Page 30 758-136 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings technological and/or other benefits outweigh the unavoidable significant adverse environmental impacts of the project. Section 15093(b) of the CEQA Guidelines provides that when the decision of a public agency results in the occurrence of significant adverse impacts that are identified in the Final EIR but are not substantially mitigated, the agency must state in writing the reasons to supports its actions based on the Final EIR and/or other information in the record. The reasons set forth below are based on the Final EIR and other information in the record. Based on the substantial evidence in the record, including but not limited to the Final EIR, the City finds that the benefits of the City Place project outweigh its unavoidable adverse environmental impacts and, furthermore, finds that such adverse environmental effects are acceptable. Each of the separate benefits of the project, as stated below, is determined to be, unto itself and independent of other project benefits, a basis for overriding all unavoidable adverse impacts identified in these Findings. The reasons for the approval of the project despite the occurrence of significant unavoidable adverse impacts related to short and long term air quality, and surface transportation are: 1. The project would allow the City to achieve the objectives which avoiding or minimizing significant adverse environmental impacts to the extent feasible. The project will: . Result in the development of the site as a commercial and residential center that provides entertainment, shopping, dining and living opportunities for the residents of Santa Ana and surrounding areas . Maximize the advantages of the sites location on Main Street in terms of its visibility and proximity to SR 22. . . Develop the vacant project site with land uses to help meet the retail and residential needs within the northeastern area of the City of Santa Ana. . Expand live/work residential opportunities in the City of Santa Ana. . Provide commercial space suitable to attract retail tenants consistent with existing retail uses in the immediately surrounding areas. . Provide a project that is consistent with the commercial and residential uses in the surrounding area and to contribute to the continued revitalization of the northeastern area of the City of Santa Ana. 2. Approval of the project would bolster the economic and social health of the northernmost part of the City of Santa Ana by aiding in the re-establishment of businesses in the project area by stimulating and attracting private investment, thereby improving the City's economic health, employment opportunities and the tax base. 3. The project would be consistent with existing development in the area which reflects an urban environment preserving the aesthetics qualities of the City and helping to make the area a source of pride to people living and working in Santa Ana and for visitors to the City. U: IDBottlwp51 \ City Place findings. doc September 29, 2004 Page 31 758-137 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings 4. Furthermore, there are no alternative sites in the City that are suitable for this proposed project, as described in the Final EIR. Therefore, there are no feasible alternative sites or mitigation measures that would reduce or eliminate the significant unavoidable adverse impacts of the proposed project related to short and long term air quality and surface transportation. For the reasons stated above, and based on substantial evidence in the record before it, the City finds that the unavoidable adverse impacts of the City Place project related to short and long term air quality and surface transportation are acceptable and, furthermore, finds that the benefits of the project outweigh its unavoidable adverse environmental impacts. 8.0 RECORD OF PROCEEDINGS Various documents and other materials constitute the record of proceedings on which the City of Santa Ana bases its Findings and decisions contained herein. Most documents related to this Final EIR are located at the City of Santa Ana, Planning and Building Department, 20 Civic Center Plaza, Santa Ana, California, 92702. Some documents included in the record of proceedings may also be located at the offices of consultants retained by the City for this project. 9.0 SUMMARY 1. Based on the foregoing Findings and the information contained in the record, the City of Santa Ana has made one or more of the following findings with respect to each significant adverse impact of the proposed project, as identified in the Final EIR: · Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. · Such changes or alterations are within the responsibility and jurisdiction of another public agency and not the agency making the finding. Such changes have been adopted by such other agency or can and should be adopted by such other agency. · Specific economic, legal, social, technological or other considerations, make infeasible the mitigation measures or project alternatives identified in the Final EIR. 2. Based on the Findings stated herein and information contained in the record, it is hereby determined that: a. All significant adverse impacts on the environment due to the approval of the project have been eliminated or substantially lessened where feasible. b. Any remaining significant adverse impacts on the environment found unavoidable are acceptable due to the factors described in the Statement of Overriding Considerations in Section 7.0, above. 10. APPROVALS U: IDBottlwp51 ICity Place findings. doc September 29, 2004 Page 32 758-138 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings The City hereby takes the following actions: 1. The City has certified the Final EIR for the project, as described in Section 1.0, above. 2. The City hereby adopts, incorporates into the project and makes a condition of the project approval, all mitigation measures in the Final EIR, and as discussed in the Findings (Section 2.0, above) and Project Impacts and Disposition of Related Mitigation Measures in the Final EIR (Section 4.0, above). 3. The City hereby adopts the Mitigation Monitoring Program, accompanying the Final EIR and discussed in the Findings (Section 5.0, above). 4. The City hereby adopts the Findings in their entirety, as set forth above, including the Statement of Overriding Considerations. 5. Having certified the Final EIR, independently reviewed and analyzed the Final EIR, incorporated mitigations into the project as conditions of project approval, and adopted the Findings (including the Statement of Overriding Considerations set for herein), the City hereby approves the City Place project, as described in the Final EIR, including the site approval and design. U: \DBottlwp51 I City Place findings. doc September 29,2004 Page 33 758-139 THE MAIN STREET CONCOURSE EXHIBIT 6 758-140 Specific Development Plan No. City of Santa Ana PC DRAFT 10-25-04 TABLE OF CONTENTS PAGE J\JPPLICAB~IT){ OF OFtl)~i\J\rCE ............................................................1 PURPOSE ......................................................................................... ...1 PART I. GOALS, OBJECTIVES AND POLICIES ...........................................2 P ART II. PERMITTED LAND USES ............ .. . .. .. . . .. .. . .. .. . .. .. . . .. .. .. . . . . . . . .. ..... .4 A ,L..... Prof-essioFlal i\n.d Business Office Uses (ZONE II .'\ND ZONE III) ...............3 1. Permitted Uses ............................... ....... ......... ........ .......... ....4 B. Retai1/Resta1:1iant Uses (ZONE II, ZONE ill, ZONE IV) .......................... ..4 1. Permitted Uses ................................................................. .... 4 C. ReereationlEntertaimnent Uses (ZONE II) ....... ... ...... .................. .......... .5 1. Permitted Uses .................................................................... .5 D. Hote1/ConfereFlee Uses (ZONE III) ... . .. .. .. .. .. . .. .. . . .. . . .. . .. . .. .. . .. . .. . . .. . . . .. .. ..5 1. Permitted Uses .......................................................... ....... ....5 E. Residential Uses (ZONE n ............................................................... 5 1. Permitted Uses ................................... ........ ......... ......... ... .....5 F. 14ass Transportation ..................................................................... ..6 1. Permitted Uses ................................................................. ...6 ~ 2. Conditional Use Permit .... ......... ......... ......... ............. ......... ... ..7 PART ill. DEVELOPMENT STANDARD ............................................ ..10 A. Floor Area Ratio/Density ................................................................10 1. Pr{)fessional and BusiFless Offiee Space ..................10 2. Retail and Restaurant Space _.......................................11 758-141 3. ReereationlEntertaimnent 8flace _...................................12 4. Residentia18paee _........................................................12 5. HotellCOflf€renee 8pooe _....................................... ...13 6. Signage........................................................................... ...13 7. Plaza and Fountain Design.......................................................13 8. Public Art.... ..................... ....... ........ ............ ......... ......... .....15 B. Density Conversion ........................................................................ 9 lib. CC&R's. ... .................. ............ ......... ......... ............................ ....15 . Building Height .......................................................................... .16 ~ Setbacks................................................................................ ....16 . Site Coverage and Open Space .........................................................1 7 Ifh Parking.................................................................................... .18 ~ Loading Areas ........................................................................... ..20 . Storage AreasIMechanical Equipment ................................................ .22 Ih Refuse Collection Area .... ............ .......... .................. ........ ............. .22 IK:- Telephone, Electrical, Water, Gas Cable TV, Storm Drains and Sewer Service ..................................................... ..23 L. Public Transit ..... ...... ..... .......... ............................. ......... .......... ...17 ~. Maintenance............................................................................. .23 PART IV. DESIGN STANDARDS ...................................................... .25 A. Interior Street .......................................................................... ....25 B. Building Mass, Form and Architectural Style. ......... ......... .................. ...26 C. Materials................................................................................. ..27 ii 758-142 D. Color ...................................................................................... .28 E. Public Art ................................................................................. .28 F. Detail .......... .... ..... ........................................ ..... ......... ... .......... .28 PART V. LANDSCAPE MATERIALS AND DESIGN ............................. ..30 A .L.L. Main Street, Ov/ens Driye and Lawson \ll ay Setback ;\rea ....................... .23 1. ~fain Street Phase I .......................................................... ..24 1 a. Main Street Phase IT .......................................................... .25 2. O'llens Driye Phase I ........................................................ ..27 2a. Owens Driye Phase IT ...................................................... ...29 3. Owens Drive and Lawson \Vay lnterseetion ............................. ....30 4. Lav/sofl \ll ay ..................................................................... 3 0 B. Main Street and Owefls Drive Planted Medians .......................... ...31 1. Main Street ........................................................... ....31 2. O,:/oos Drive .......... ......... ..................... ......... .......... .31 C. Residential Areas ........... ........ ....... ........... ............. ..... ....... ..31 1. Recreatiofl Areas ....................................................... .31 2. Interior C01'flHlon Open Spaee ...................................... ..32 3. Private Opoo Spaee .............. ........... ......................... ...33 D. Concourse Driye ..... ........... .............................. .......... ...... ...33 E. Pedestrian Oriented Public Plaza ............................................ ..33 F. Hotel Entry Colllt .............................................................. ..33 G. Parking Struemre SereeR ..................................................... ...34 ~ Temporary Landscape Adjacent To Undeveloped Parcels ............... ..41 . General Notes ..... ...... ..... ......... .... ... .............................. ... ....41 jij 758-143 PART VI. SIGNAGE .............................................................. .44 A. Intent. . . . . . . . . . . .. . .. . . . . .. . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .44 B. Sign Message Categories .................................. ...... ............. ..44 C. Physical Sign Types . ...... ......... ....... ... ............................. ......45 D. General Criteria.... ............ ......... .......... .............................. .45 E. Criteria For Individual Sign Types ......................................... ...46 1. Freestanding Signs ......................................................46 2. Wall/Canopy Signs .................................................. ...46 3. Projecting Signs ....... ......... ..................... ................ ....47 4. Marquee Signs ..........................................................4 7 5. Signs Under Canopies And Marquees ...............................47 6. Major Building IdemifieatioR Signs ................................ .40 ~ Temporary Identification Signs ............. .... ..... ....... ...... ....48 1& Submission of Main Street Concoltfse _ Plan Signing Design Program ....... .... ...... .................... .......... ...... ....48 PART VII. LIGHTIN"G.......... ......... ...... ............ ......... ......... .......50 A. Street Lighting/Exterior To The Project (Public Right-of-Way) ............................... .................. ....... ..50 B. On-Site Parking Lot, Pedestrian Lighting, Concourse Drive ............................................................................. .50 C. On-Site Building Lighting .................................................. ....51 D. Required Minimum Maintained Illuminance Levels ..................... ..51 PART VIII. OPERATIONAL STANDARDS ....................................54 PART L"X. CONCEPTU,'\L PLAN APPROV,'\L ............................ ...50 iv 758-144 ATTACHED EXHffiITS Exhibit A - Exhibit B - Interior Zone for SigRage Loeations Exhibit C Coneeptl:lal Site Plan (Proposed Phase I) Exhibit D Coneeptua:l Site Plan (Proposed Phase II) v 758-145 APPLICABILITY OF ORDINANCE The specific development zoning district. as authorized by Chapter 41. Division 26. of the Santa Ana Municipal Code. is specifically subiect to the regulations contained in this ordinance for the express purpose of establishing use district regulations. All other applicable chapters. articles and sections of the Santa Ana Municipal Code shall apply unless expressly waived or superseded by this ordinance. Use district regulations established in Chapter 41. Article ill. of the Santa Ana Municipal Code for zoning districts other than the SO zoning district may be incorporated herein by reference. PURPOSE The Specific Development No. 59 (SO-59) use district regulations are hereby established for the express purpose of protecting the health. safety and general welfare of the City by encouraging the use of innovative planning concepts and principles and promoting and enhancing the value of properties and encourage orderly development. The SO-59 regulations will establish a professional district that will €lKell:lsi'iely entitle 57.700 square feet of commercial space at the northeast comer of Main Street and Memory Lane with 241 for sale residential units further to Lawson Way. This area will be a mixed use district with eating establishments. support services and a residential component consisting of live-work and townhouse units. 1 758-146 PART I. GOALS. OBJECTNES AND POLICIES The MAIN STREET CONCOURSE is intended to Be an exciting new cOlllflll:Hlity 'NRere people eaR work, live, shop, and enjoy top qaality reereation and entertainment opport1.tnities. By design, the pfOjeet will meet the goals and objeetives of a qaality, Balaneed and eOmml:Hlity seflsiti'/e master planfled mixed ase development. 1. A long-term development that is of the highest architectural quality and design; 2. A landscaping plan that is complementary to a large scale mixed use development; 3. An exciting and visually cohesive development as viewed both internally and externally; 4. A bold but integrated sign program. suitable for a mixed use project ofthis scale and scope; 5. A development that is consistent with the District Center designation ofthe General Plan and which implements the spirit and intent and policies of the General Plan; 6. Concentrated and internally integrated development rather than development that spreads activities into adjacent residential neighborhoods; 2 758-147 7. A development that with offiee 8:B.d sllf>porting uses provides special special design themes which are expressed in building appearance and configuration, street and pedestrian area design, landscaping, lighting and signage, and also provides for pedestrian linkages internally and to the surrounding neighborhood, traffic and service buffering and transitions in architectural scale and character; 8. Provision of off-street parking sufficient to service the development, consistent with the mix of uses contained in the project; 9. Provision or replacement of public streets, sidewalks, sewers, storm drains, traffic signals, lighting systems, and other public facilities and improvements, as necessary; and 10. Opportunities for cultural amenities and facilities serving the visual and performing arts which are open for public patronage. 3 758-148 PART IT. PERMITTED LAND USES The categories of laRd uses to be include~ ~~~p.~ the pre>j~~! ~ea are: Pro.f-essional ., Rietail . (including restaurants, shops aRd serviee retail), ReereationlEmertaiIlfBent, . the LaRd Use Zones for the pm] ect. The uses permissible iR eooh ZORe are set forth below. If a use is for any reason omitted from those specified as permissible in any zone, or if ambiguity arises concerning the approximate classification of a particular use within the meaning and intent of this Plan, the determination shall be at the discretion of the Planning Manager. Such decision maybe appealed to the Planning Commission whose decision is final. A .L.L. Professional aRd Business Office Uses (ZONE IT AND ZONE Ill). 1. Permitted Uses. B. RotaillRestaunmt Uses (ZONE IT, ZONE Ill, ZONE IV). 1. Permitted Uses. la. Ceaeral affiee uses pravidiag prafessiaaal aad admiaistratwe serviees iaeludiag b1lt Bat limited ta emplaymeat ageaeies; advertisiag ageaeies; baaks; eseraw ageaeies; aeea1lataat, medieal, ias1lraaee, tax, real estate, legal, eaas1Iltiag, aad travel serviees; ta1lrist iafarmatiaa; trade eaatraetars; arehiteets; eagiaeers; plaaaer; s1lrveyars; researeh aad de~/elapmeat; staek brakers; state, ea1laty, m1laieipalar ather p1lblie affiees, aad ather similar 1Ises. b. Incidental sapport uses ':;ithin an office building, corporate art displays aRd exhibits, musemn space, day care eenters, and other uses ancillary to the primary use; provided such incidental uses are limited to 10% of the total floor area. &a. Retail sales aad serviee uses including but not limited to: department stores, and other establishmem:s for retail merchandise; baaks aad ather fiaaaeial iastit1ltiaas; clothing stores or boutiques; cafes; delicatessens; f-ood stores; florists; news-stands; pet stores; photography studios; video stores; office and computer equipment; outdoor, eat iR or take out restal:lfants; book and 4 758-149 stationery store; camera shop; shoe store ar repair shap; tailar; tobaceo store; offiee equipmoot remal afld repa-ir; taurist iafarmatiaa aad travel ageaeies aad tieket reservatiaa serviees; sporting goods store; art gallery; craft store; cultural displays and related merchandising; pet store; bicycle store; pharmacies and drug stores; fabric shops; jewelry shops; furriers, farmal wear stares (sales ar reatal); hair styliag shaps; design and furniture centers; cookware and gourmet specialty shop; office furniture store; iateriar deearatar shap; pOT/ate elub with food afld beverage serviee (excll:l:diRg pablie assembly ha-lls and subject to obtaiRiRg a Conditiona-l Use Permit if alcoholic beverages are served); aad dry eleaaer. 5 758-150 t:r.I A maximum of five permanent outdoor sales kiosks _ aftEi--S. portable outdoor pushearts or other portable ';endor sales facilities. The size and location of each Kiosk _ and pushcart shall be approved on a maste Ian of such uses 13 the Plannin Commission c. Temporary o1:ltdoor actiyities or Sf)ecial eyents, not oeeurriag as part ofthe normal course of the operations of the retaillH"ea, sueR as bazaars, fiestas, fundraising eyoots, art fairs, festivals, o1:ltdoor musie eoncerts and simillH" uses provided that the project operator shall file an applieation for a LaRd Use Certifieate with the PlanniNg MaRager as provided for in Section 41 675 of the Code. /\. peale traffic eyeflt operating filaR shall be submitted for approyal conc1:HTent:ly with the land use certificate application aRd shall include pro'/ision f-or special sigHiNg, a flat ootry fee at aU gates, opening of all efltry gates and a use of plH"kiag directors, if aR)' lH"e neeessary. PlH"kiNg coNtrol at aU site interseetions must be pro'/ided. C. ReereationlEntertainment Uses (ZONE II). 1. Permitted Uses. a. Health and Exercise eenters, iNeluding health clubs, gym.s, teIlflis courts, swimming pools and other simillH" uses. b. CiNemas or multi plex movie theaters and li';e performance theater, up to a eombined maximum seatiNg of 1,500 seats. The live perfomlaRee theater may be freestanding, or may be pro'/ided as a dual use theater iN coooeetion with a CIRema. D. Hotel/Conf-erooee Uses (ZONE ill). 1. Permitted Uses. a. Full serviee lHgh rise hotel. b. Full service aU suites, high rise hotel. c. Such afleill&)' uses as lH"e typieally fmm.d in a full service hotel, inelu:diRg but not limited to: confereRee/meeting spaee and baRq-1:1et faeilities, recreational facilities sueh as spas, pools, training rooms, and other simillH" uses, 6 758-151 restal:H'ants, retail s1:1o]3s, nightell:lbs, eoektaillolillges, eafes, tra'lel services, and other comm.ereial uses whieh have direct aeeess to the hotel use. E. Residential Uses (ZONE I). 1. Permitted Uses. a. }Lttaehed single family b. Multi family Residential as eOfldominil:lflls l:lfl:its in a Type I construction residential tower. c. Tem]3orary residential model compl&x and leasing office. d. Uses ineidefltal or ancillary to any residentiall:1se, Stich as swimming pool, sauna, jacl:1Zzi, benches, playgro1:Hlds, BBQ and other outdoor recreational facilities. F. Mass Transportation. 1. Permitted Uses. Monorail statiofl or other rail rapid transit passenger station (ZONE N). 7 758-152 D. E. G. Conditional Use Permit. 8 758-153 1. The f{)llowing uses are permitted upon appro'/al of a COi'lditioBal Use Permit in accordaflce with the Code, provided that the only conditioBs which may be imposed upon any CoBditional Use Permit shall be conditions directly related to the nature of the proposed ase, and the characteristics of the operation of the business; a. Helistop (Zone IT) b. Wine and fine liquor store (Zone IT, Zone ill, Zone IV). c. farmer's Market for the sale of vegetables, fruits, and other agrieultUi"al products on weekeflds and holidays only from 6 a.m. to 2 p.m. and only in Phase IT within the interior of the project (Zone IT, Zone ill afld Zone IV). d. i\ntiqtte store operated by a certified antique dealer selling antiques or vintage clothing afld memorabilia (not including thrift stores) (Zone IT, Zone ill, Zone N). e. Automobile sapport faeilities proyidiag services within parkiBg stmctUi"es such as: gas/fuel sale; auto servicing; auto detailing afld other similar uses (Zone IT and Zone Ill). f. ComIll-l:lflity orieflted live performanee theater (Zone ll). g. Indoor entertainment that charge afl admission fee (Zone IT, Zone ill, Zone IV). h. On afl:d off premise sale of alcoholic beverages (Zone IT, Zone ill, Zone N). 1. Chapel or church (Zone IT, Zone ill). 9 758-154 PARTffi. DEVELOPMENT STANDARDS The following General Development 8tandards are applieable to all ases in the Main 8treet eoneourse project. The requirements of the 8anta ,\Ra MlHlieipal Code (the "Code") inclliding development standards of general applieation tlwougRol:lt the City, shall govern the developmem: of the ~L\IN 8TREET CONCOUR8E projeet, except as olhefVtise proyided for in this Plan, and subjeet to such yested rights as the de'teloper may ha'{e parsliant to llfl-Y d6Ylelopmem: agreement with the City. }.JI terms not otherwise defi:aed in this Plafl shall have ilie meani:ags set forth in the Code. In ilie event of a confliet between the terms, eOflditions, requiremoots or pr-ovisions of this Plan and the Code, the terms of this Plan shall govern. A. Floor Area Ratio/Density. The following sets forth the maximum allowable floor areas for the various permitted use classifications ofthe project., subjeet to llfl-Y deflsity cOfryersion as allowed by 8ectiofl C of this Part ffi. Inereases in the aggregate density as set forth herein requires an amendment to this Plan, and '.vould be slibjeet to appropriate enyironmental reyiew. The aggregate development density corresponds to afl overall Floor Area Ratio ("FAR") of the Main Street Concourse project of approximately 2.54, based upon a net site area of 771, 416 square feet and 1 ,961, 770 total gross sqliare feet of d6'/elopment. This FAR represents the maximum intensity of development for the site. Parking areas afld stnletares are not to be inch:lded in the ealeulation of density. 1. Professioflal and Business omee 8paee. 931,075 square feet. 10 758-155 2. Retail and Resta1:H'ant 8pace. 234,160 square feet. 3. Reereation/EntertaiIlfllent Space. 56,400 square feet. 4. Residential Space. 427,660 sqtlare feet comprised of216 units of high rise oondominil:Ull and 61 units of attaohed single family holising. This density refleots a site '.vide maxiffiliIR aggregate density of 16 Dwelling Units per acre. .^.. miniffiliIR of 6.1 aeres of the site shall be devoted to residemiallises, provided suoh 6.1 acres may be parcelized into any num-ber of paroels. 5. Hotel/Conferenoe Space. 315,475 sqliare feet comprised of a minimlilR of250 hotel rooms (inohuling sliites) and a minimum. of 11,000 sqliare feet of associated restal:H'ant space, 20,000 sq1iare feet of eon'/ention facilities/meetinWbanqaet rooms, and 30,000 square feet of support retail. B. Density Conversion. Upon application to the Planning Department and approval by the City COliflcil, the developer may seek to con':ert square footage allooated to a particlilar land use category to another category. Suoh con'/ersion may be granted only if all of the following reqairem.ents are met: (i) the de'/eloper establishes that the Cflvironmental impacts assooiated with the re':ised square footage allocation are less than or equal to the impacts associated '.vith the development permitted by this Plan, (ii) developer has completed a minimam of 548,392 sqaare f-eet of Professional and Blisiness office space, 86,580 sqliare feet of retail spaee, 8,280 square feet ofrest8:lH'ant space, a eineplex/oommliflity theater, and a health clab and (iii) there will be no increase in residential density. 11 758-156 12 758-157 13 758-158 14 758-159 15 758-160 IIG CC&Rs. Reciprocal easements and Conditions, Covenants, and Restrictions (CC&RS) tying the overall project together as an integrated development and providing for joint access, ingress, egress, drainage, property maintenance standards, trash pick-up operations, circulation and parking management shall be recorded with the first final map prior to for the first phase of development. The residential and non-residential portions may be described in separate sections but they must be tied together by a single master document. The Master CC&R's shall address trash and reciprocal i:iIiiiIi Phase I and Phase IT for the residential and commercial HSeS. III* Building Height. 1. On any lot or portion of a lot in Zone I of the Specific Development Plan area no building or structure shall exceed ~ .feet in height, as measured from the lowest adjacent finished grade. 2. On any lot or portion of a lot in Z01'1e IT of the Speeifie Development Plan area no Dl:1ildi1'1g or struet1:1fe shall exceed 450 feet in height, as meas1:1fed from the lowest adjacent fi1'1ished grade. 3. On any lot or portion of a lot in Z01'1e III of the Specific Development Plan area 1'10 DuildiFlb or stmet1:1fe shall exeeed 315 feet in height, as meas1:1fed from the lowest adjaeent finished grade. 4. On any lot or portion of a lot i1'1 Zone IV ofthe Speeific Development Plan area no building or stnlet1:1fe shall e)(eeed 45 feet i1'1 height, as meas1:1fed from the lowest adjaeent finished grade. 5. Flagpoles and other i1'1cidental appurteRanees on a buildi1'1g such as aircraft waming lights, beaeons, and arehitect1:1fal featUi"es, may eKeeed the height limit. ~ Setbacks. -h Except as otherwise indicated, all setbacks shall be measured from the street side property line to the first building element or structure. No building, structure, or parking facility shall encroach 16 758-161 into any required perimeter setback either at or below grade. For the purpose ofthis Plan, a street side property line is that line created by the ultimate right-of-way line ofthe adjoining public street. Minimum setbacks are as follows: a. b. c. d. Concourse Drive (interior street set backs): 2. Required on-site perimeter landscaped setbacks shall not exceed an aggregate 33% slope. 3. Within the interior ofthe project, retail canopies may project five (5) feet into setback area. 4. Due to the integrated mixed llse nature ofthe de:'/elopmeflt, subjeet to applicable fire saf-ety standai'ds in the Code, and except as otherwise provided in this SectioB P, or as may be required for traffic safety (i.e. line of sight requirements), there shall be RO interior lot line setbaeks (i.e., a "zero lot line setbaek" will be allowed). . Site Coverage And Open Space. 1. For purposes of this Section G, open space shall not include private streets or driveways, roadways or parking stalls. Open space does include landscaping, walkways, and covered arcades. 17 758-162 2. 3. 14- ~ ~ ~ I&. fIG. Parking. The entire projeet shall devote a minimam of25% of the aggregate gross area of the non residential parcels in the site to open spaee. The site shaH devote an aggregate minimum of 11.5 aeras to non residential purposes. The projeet shall de'.'ote a minimlHR of35% of the aggregate gross area ofthe site ,,!Sed for residential rH:Hposes to open spaee. The site shall deyote an aggregate maximlHR 6.1 aeres to residential pl:lf]3oses. Residential open space may be private common area or private yard but shall in no event include any space provided in }:)aleonies ef required setback areas. The CC&Rs shall require that all residents be allowed access to all residential common areas in the project, subject to reasonable restrictions as may be imposed for security and safety by property management. No required setback area shall be calculated as required open space. Individual parcels or lots will not be limited in site coverage. Each parcel shall have a minimum 120 feet of street frontage. Single family attached residential shall provide a minimum of ~ .square feet of ground level private yard open space per unit, which open space shall be adjacent to the living, dining or kitchen area of each unit. Perimeter fence shall be provided and shall not exceed five feet in height on the exterior and 42 inches on the interior. Both the attaehed siNgle ~_ Ceondominium units shall contain a balcony ef not less than _ 90 square feet of private open space area. Pathways from the common area through the private yard open space shall not be included in the calculation of private open space area. 1. All parkiBg, iBelading valet parking or shared parking, shall }:)e as pro',ided per the Santa }Jla Ml:lflieipal Code (SAMC) or any parking yananee approved plH"Sl:lant to the Code. 2. Non reflecti',e glass storefronts with open yisibility shall be utilized at all pedestrian corridor areas providing aeeess to parking structures. 18 758-163 3. 4. ~. 6. 7. 18. 19. 1M. 1+1-. 12. ~. 1M. All ramps throughout the project shall not exceed 12% slope ifno parking oeclH'S on the ramp and 5% maxiFmffil slope if parkiag is on the ramp. '/ ertical pedestrian eiroulation from below grade afld structlKed parking shall ineorporate elevators, esoalators and stairs. Vehicular site access points will be provided from Lawson Way, Main Street and two points from Owens Dri'/e Memory Lane, as defined on the site plan. }.JllifldergrOlmd parkiflg shall have meehanieal smoke oontrollremo'lal. Parking operator shall pr6fJare, submit, and eomply 'with a parking eontrol plan to the City for re'liew, plH'suant to which the operation of the parking faeilities and duties of the parking operator staffwill be described. Plafl shall also inolude event parking eontrols llfl:d deseription or bollard eontrols~ There shall be no sharing of residential parking. Parking gate locations and stacking distances shall comply with applicable Department of Public Works policies. No partitions, walls or other obstructions shall be built or placed with the attaohed single fam.ily, fOlK ear garagel preventing the spaces from being used by residents and g1:1ests for the parking of vehicles. Recreational vehicle storage is prohibited on-site. }.JI ramps throughoat the projeet shall not exceed 12% slope ifno parking oeelKS on the ramp llfl:d 5% maximl:llTI slope if parking is on the ramp. The townhouses shall be designed with vertical roll-up garage doors. All paved areas shall be sloped to drain. Finished slope of areas paved with asphalt concrete (AC) shall be not less than one percent. Finished slope of areas paved with portland concrete cement (PCC) shall not be less than one-half of one percent. Portland Cement concrete gutters shall be installed to receive drainage from asphalt concrete paved areas; such gutters shall be not less than three feet in width. 19 758-164 ~. Residential parking is calculated separate from commercial designated parking and no provision is made for shared parking consideration. 1M. All parking areas shall be surfaced with material so as to provide a permanent surface capable of withstanding the type of vehicular traffic to which such an area is likely to be subjected as follows: a. Covered Parking Areas - Passenger vehicle parking areas within or under building shall be paved with Portland Cement Concrete with a minimum compressive strength of 2,000 p.s.i. b. Open Parking Areas (Phase 1) - Parking areas other than those within a building may be paved with asphalt concrete. Asphalt concrete pavement shall be a minimum thickness of three and one-half for passenger vehicle parking areas. Thickness of asphalt concrete may be reduced to a minimum thickness of two inches for passenger vehicle only traffic, provided an approved aggregate base course is constructed under the asphalt pavement. The minimum thickness of such base course shall be four inches. c. Surfacing, Parking or Drive Aisles - All off-street parking, vehicle maneuvering areas, turn-around areas, driveways, and private streets, shall be surfaced, and thereafter maintained with Portland Cement Concrete poured to a minimum thickness of 5 Y2 inches. ~. Paved areas shall be designed to carry surface water to the nearest practical street, storm drain, or natural watercourse. Concentrated flows of water from parking areas shall not flow by gravity over any public property or pedestrian walkway, but shall be collected in an appropriate manner within the property confines and conducted under the sidewalk. ~. All parking areas shall be maintained in a safe and sanitary condition free of dust, mud, or trash, and shall be kept in good repair. Any alteration, enlargement, maintenance or repairs shall be pursuant to the aforementioned standards. -.w. All parking spaces shall be double striped in a manner clearly showing the layout of the intended parking stall. Such striping shall be maintained in a clear, visible and orderly manner. 20 758-165 IIlh Loading Areas. 1. Entrances and exits to loading facilities should be limited in number and shall not interfere with the flow of traffic along the perimeter streets. 2. Loading areas should be located so as to minimize potential for intrusion into residential portions of the project and adjacent neighborhoods while allowing for efficient utilization by commercial users. 3. Loading areas shall be located and designed to minimize direct exposure to public view. These areas shall be screened with landscaping and walls to reduce visual impacts. 4. Loading areas shall be visibly separated from public entrances and parking areas. 5. Loading stalls shall be designed to not interfere with circulation or parking, and to permit trucks to fully maneuver on the property without backing up from or onto a public street. 6. Loading areas shall be graded to drain surface water to an alley, street or public storm drain. Surface water shall be conducted under any intervening public sidewalk by a drain approved by the Public Works Department and in accordance with a valid NSDES Permit. Under no circumstances shall surface water be allowed to collect in pedestrian areas. 7. The surface area used for any loading activity shall be paved with not less than 4 inches of asphaltic concrete on 8 inches of crushed rock base, or with 5 Y:z inches of Portland concrete cement. Soil conditions or the nature of the trucking activity may necessitate greater requirements as determined by the Division of Building and Safety and a soils report prepared by a licensed soils engineer. 8. Each loading space aligned with and directly adjacent to a parking space shall be clearly designated, "LOADING ONLY." 9. At a minimum, separate loading areas shall be designated on the approved site plan or any modification thereto, for each efftee building and adjacent retail shops/restaurants; the cineplex, hea:lth club and adjacent shops/restal:lfants; the hotel and eonference faeility; and the high rise residential to'Ner (2 serviec truek stalls plus one stall for trash removal). 21 758-166 10. All . loading areas ~ll be able to accommodate a 55 foot semi-trailer__.rB. ... Storage AreasIMechanical Equipment. 1. All mechanical equipment shall be screened below parapets and situated to minimize visual impacts '1iev:ed from the offiee towers. 2. No outdoor storage shall be permitted. 3. There shall be no exposed television, ham radio, dish or other antenna. Ih Refuse Collection Area. 1. A refuse collection area shall be located at each loading dock per approved site plan. 2. All outdoor refuse collection areas shall be visually screened from access streets and adjacent property by a complete opaque screen or by rolldown screened doors, or by landscaping and fencing. 3. No refuse collection areas shall be permitted between a frontage street and the building line, unless adequate screening is provided. 1. Except for the attached single family residential uses, all trash and refuse shaH be collected, eOFllf)acted and stored iFltemally at eentralized ai"eas. Refuse will be picked l:lP at truck loading areas in accordance '.vith the City's '[oodor's sehedl:lle, trash piek l:lP operation agreement and the CCR'S for the projeet. ~. The attached single family residentialases in the projeet will iRcorporate a trash pick up mechanism '.'[hereby trash will be collected at each unit and carted to a centralized area. No heavy trucks shall be l:lsed on the internal road between the single family attaehed residentiall:lflits for trash collection, _trash pick-up operation agreement and this provision shalll.be included in the CC&R's for the project. Ie. Each trash enclosure shall have a minimum of six inch concrete slab in front of the enclosure that is at least the same dimension as the trash enclosure. 1+. Townhouse unit trash vestibules shall be designed with a hose bib for washing out the area. 22 758-167 1&. All trash enclosures throughout the project shall be designed with metal doors. ~ Telephone. Electrical. Water. Gas. Cable TV. Storm Drains and Sewer Service. 1. All "on-site" utilities shall be placed underground. 2. Transformers or terminal equipment shall be visually screened from view from streets and adjacent properties and may be located in concrete vaults below grade. 3. There shall be no exposed downspouts, scupper drains, electrical or mechanical limes on the building. All mechanical equipment shall be screened from view in an architecturally integrated manner. 4. All residential units shall be separately metered for electrical, gas and water service. 5. Sanitary sewer, storm drainage and water service shall be designed as a private system on-site. There shall be private water meters as outlined in Section 34-313.5 of the Santa Ana Municipal Code. 6. The utility lines in the townhouse drive aisle shall be laid out so as to not prevent the planting of trees and other landscape material in the drive aisle area. L. P1:1blic Transit. /'~ bl:ls turnout lane and bl:ls shelter shaH be incorporated along Main 8treet. Bus shelters may be free standing pergolas, arcades or reeessed co'/oced waiting areas, all as consistoot with. the Orange County Transit Distriets: Design Guidelines for Bas Facilities and the Code. A monorail statioN or other rail rapid transit passeBger station may be located adjacent to or ineorporated into retail uses on the site. IJM. Maintenance. The entire project shall be maintained to exceed community standards for attractive and sanitary conditions. The CC&Rs for the project shall set forth the maintenance procedures applicable to the project. A maintenance agreement approved by the Executive Director of Public Works Agency shall be executed with the City for the maintenance of special pavement treatment, planting, street lights, etc. in the public right- 23 758-168 of-way and in required easement areas. This agreement shall be executed with the City prior to recordation of any subdivision map and included or referenced in the CC&Rs for the project. 24 758-169 PART IV. DESIGN STANDARDS A. Interior Streets 1. Concourse Drive. The tone and pedestrian experience of the project will be largely determined by "Concourse Drive," a wide interior street which will meander ~through the project. The Concourse is intended to lend a unifying component to the project as well as link different uses together. a. Concourse Drive will consist of a 34' road bed with minimum 14 feet walkways on either side covered arcades may count up to nine rectalinear feet of the walkway. b. Concourse Drive will not be a public street, but will be open to the public subject to parking management rules and regulations as approved by the City and contained in the CC&Rs for the project. c. All pedestrian walkways will be separated from the vehicular areas by curbs and gutters. d. Handicapped access ramps will be provided per the Code. e. Concourse Drive will be designed to accommodate fire trucks, semi-trucks, and other service vehicles. f. Concourse Drive, including all roadways, walkways, landscaping, furniture and fixtures will incorporate high quality materials and enriched paving. The overall effect should include dramatic lighting of landscaping, signs and buildings. g. Street furniture and pedestrian shelters are elements that would contribute well to the unified street edge. One style will be used throughout Concourse Drive in order to create a unique sense of place. Seats, benches, trash receptacles, bicycle racks, telephones, light fixtures, potted plants, signage and banners consistent with the architectural themes and concepts and other miscellaneous street furniture shall be included in a coordinated manner throughout the Concourse area. 25 758-170 h. Tree wells shall be a minimum ofthree feet by three feet with protective tree grates and collars. 2. Single Family Residential Internal Streets. a. The internal circulation road within the residential component ofthe project will have a minimum 22' wide pave roadbed and a minimum 3 ft. of landscaping on either side. The road is intended to serve as an internal road open to residents and their guests, Property management, garbage carts, etc., but it will not be a publicly dedicated street. No heavy trucks will be allowed on the internal road. b. The internal circulation road will incorporate high quality masonry paved materials betweeR residential units. e. The internal residential road will be seoured from general publio aeeess thrOl:1gB. the use of decorative gates and other seemity d~.'iees, as indicated on the site plan. 3. Vehicular Loading Access Roads. a. Service roads will incorporate asphaltic concrete paving with curbs and gutters. b. All service roads will be accessible by semi-trucks (wheel base 50) and service vehicles. c. Colored paving materials and concrete may be used as accent materials at entry locations (not including public right-of-way or required easement areas) on the property to visually define entryways. B. Building Mass. Form And Architectural Style. One critical component of the Main Street Concourse design is the consideration of architectural style, mass and form. Architectural style shall impart a distinct building image. Mass shall relate to the desired scale and form shall be used to lend interest to the overall effect of the mixed use development. 1. Building masses shall be simple in form and composed of strong geometric shapes including rectilinear forms with facade variations, round, columnar, stepped (terraced) or pyramidal 26 758-171 shapes. Building mass forms may be composed of ornate historical building styles or a combination thereof. 2. General building form shall be indicative of the functions that take place within. Pedestrian spaces and entrances should be apparent and ceremonial. 3. Internal building structure shall be delineated with clear definition of floors and vertical supports. 4. Large flat unarticulated building faces shall be avoided. 5. Window fenestration must be carefully orchestrated to complement the basic masses, provide scale and modulation of building surfaces and to allow perferation of solid shapes. 6. The mass form and orientation of commercial buildings must be sensitive to adjacent residential areas and pedestrian linkages. 7. Building forms may be exaggerated to express a particular style. 8. Special architectural enhancement shall be included at the pedestrian level of all commercial and retail buildings by utilizing added facade articulation and detail variation. C. Materials. The use of quality materials and detailing on highly visible surfaces will add elegance and maximize the statement of the style of the development. The MaiD Street Coneourse _ development will embrace innovative uses of contemporary architectural materials. 1. Colored ceramic tiles, glass blocks, stucco, plaster, masonry, stone, and colored wood or high quality metallic trims are acceptable finish materials. 2. Textured and smooth concrete, decorative or textured concrete blocks, or steel and high quality metallic panels are appropriate building materials. 3. Non-reflective glass shall be used at pedestrian level for viewing and window shopping purposes. Reflective glass at upper levels is acceptable, but shall be compatible with the design style of the rest ofthe Main Street Coneourse _project. 27 758-172 4. 5. 6. 1+. 18. 19. D. Color. The use of cloth awnings, fixed canopies, metal hand rails and other elements which cover and protect windows and pedestrian areas are encouraged. Signage on such elements must be consistent with the sign requirements contained in this Plan. Monolithic glass surfaces may be used with other accent materials in a visually hannonious manner in special applications as accent but should not be used as the dominant architectural theme. Structures utilizing glass curtain walls as the predominant design element are not permitted. High rise buildiFlgs (iFlell:ldiFlg office buildings, the high rise hotel and high residefltial) shall ineorporate In-l:llti faeeted exterior fooades and varied rooftops with set book lines. Glass storefronts shall be provided facing all streets, Concourse Drive, .the majef pedestrian oriented public plazal adjaeeflt to COl'leOl:lfSe Drive, and the elevated pedestrian system.. All building and site finish materials, colors and designs shall be reviewed and approved by the Planning Division prior to submittal to Building Division Plan Check. Security gates for storefronts, if provided, shall be designed inside ofthe buildings. 1. Choices of color should promote a lively, festive and wann atmosphere. Dull colors should be avoided or used in limited amounts. In general wann contrasting colors should prevail with bright colors and pastels used for accent and detailing. A sense of pageantry shall be promoted through the use of color on signs, lighting, flags and banners and other devices. E. Public Art. Various forms of public art may be integrated into public spaces (not including public right-of-way) throughout the project. F. Detail. 1. Reveals, recesses and other architecturally sculptural elements shall be used to accent key features ofthe architectural design. 28 758-173 2. Upgraded light fixtures, door and window details and other feature items are encouraged. 3. Banners, flags and other colorful devices may be used to accentuate linear relationship at outdoor areas but only when approved in conjunction with the signage program as set forth herein. 4. All buildings shall incorporate architectural detail, multiple materials, generous landscaping, lighting effects and strong architectural design themes to soften building mass. 5. All architectural elements including building components shall be part of an integrated design. The entire project shall have a cohesive statement oftheme and style. 29 758-174 PART V. LANDSCAPE MATERIALS AND DESIGN The design guidelines outlined here will assist in achieving a distinctive development character for the project while ensuring compatibility between commercial and adjacent residential land uses. These plants are recommended, however, actual plant choices may be substituted depending on experience and actual soil conditions. The high quality of the development is reinforced through the coordinated design and selection of landscape and paving materials, and emphasis on unique landscape features. The following categories are addressed: 1. Main Street, Owens Drive and Lawson Way setback areas. la. Main Street, Owens Drive a:Fld Lawson Way setback areas (Phase IIj 2. Main Street, Owen Driye and Lavt'son 'Nay street frontage areas. 3. Main Street and Owens Dri',e planted media:Fls. 4. Residential areas. 5. Interior pedestrian street. 6. Multi use offiee foreeourt. 7. Hotel ootry eow1. 8. Parking structure sereoo planting. 29. Temporary landseape adjacent to lHldeveloped pareels. 310. General notes. As phases are implemented, landscape plans (including landscape plans for any temporary parking areas) shall be approved which are consistent with aaEl implement these concepts . Detailed landscaping plans prepared by a landscape architect, shall be submitted to and approved by the City of Santa Ana Planning Department and Public Works Agency (for public right-of- way areas) prior to issuance of a building permit and installed prior to issuance of a certificate of Use and Occupancy for the phase in question. Off-site landscaping shall be approved by the Department of Public Works as part of any street improvement plans. A L .Jr.. Main Street. Owens Dri'le .And Lawson Vlar Setbaek Areas. To create a l:Hlifying eleHlent sl:HTol:Hlding the projeet area, ala.ndseapod edge will be maintained adjaeent to Main Street, Owens Driye and La'.vson 'Nay rights of way. The edge will eontain formal street tree plantings with turf and pa';ing below. 1. Main Street Phase I. The Main Street parkway area designated iFl Phase I will incorporate a f-ormal row of street trees planted in a tm-ee foot 30 758-175 sq\:lare planter within the standard City sidev/alk. and park:/ay of 10 feet as measm-ed from the face of el:H"b. The installed street trees will eontin\:le tmo\:lghout the entire 100gth ofthe pmjeet. i^.n additional area oflandseape, inside the property line, will eontribute to ereate a consistent m-ban landseape image. This area, varying in size from 15' minimum to 95 feet maximmn, of large se\:llpmral ground cover berms with trees planted in formal alternating patterns ':lill pro'iide a beautiful green buffer from the adjaeent traffie and creates a pleasant, pedestrian scaled transition for the office tovler employees and visitors. A. large evergreen hedge occurriag along the total length of the Main Street site functions as a 'iisual sereeR from the required OR grade parkiNg lot. /'1 'iery special se\:llptl:H"al garden with large inf-ormal 0anopy trees will become the major f-oc\:ls duriNg Phase I. Tl:H"fwill be consistemly used as the groUfld plane landseape treatmem along the northwest frontage. i'\t the eomer of MaiN Street and Owens Dri'ie, a large sC\:llptl:H"al grolHldeover berm with formal, alternating arrangem.em of trees becomes the stmng landseape transitiONal elemefl:t. A comil'l-Uation of the same landscape yoeabulary oeem-s around the eorner of OweNs DriYe. S\:lggested miniIlR:lIl'l elements of this streetseape area are as follows: (a) Street Tree: .Areeastmm romimZoffianum Q1:leen Palm. Size: IS' tall (brovm trunk height). Spacing: Planted at 30' on eenter wflenNot pre'/ented by traffic siteliNes, BCR and ECR setbacks, light standards and fire hydrant clearances or underground utility lines, i.e. lightiag, gas, eleetrieal, water, sewer, ete. (b) Perimeter Back<kop Tree: Gleditsia triacanthos inermis Skyline Honey Loeust. Size: 36" box. SpaeiNg: 30' on eenter spacing. (e) Parking Lot Tree: BrachyemtoN pop1:llno\:ls Bottle Tree. Size: 24" box. 31 758-176 Spacing: spaees. OIle tree eT/ery 10m- to five parking spaees. Note: Trees are to be planted in over sized boxes to faeilitate fu.tlH"e rease of the trees on the projeet. (d) Sealpme Gardefl: Koelreuteria bipinnata Chinese flame ~ Size: 48" to 60" Box. Spacing: Informal. (e) Parking Lot Hedge Shrub: Ligustrumjaponicmn "Texanam" 'NaxleafPriT/et. Size: 5 gallon. Spacing: 30" on eenter. (f) Landscaped Berm: Hyperiel:llR calycilRtFll }..arofl's Beard. Size: Flats. SpaeiIlg: 8" Ofl center, triangt:llar spaeed. (g) Tm-f: Marathon Fescue IT Fescue blend. Size: Sodded. la. Main Street Phase IT The Main Street streetscape v{ill be landscaped with 15 feet oftm-f adj aeent to the cm-b and an additional 10 15 feet of aecent paying aloag the retail bl:lilding frontage. Traditional parkway sidev/alks shall occm- at alllocatiofls not adjaeem to a retail bl:lilding. The sidewalk area will accommodate pedestrian traffic along Main Street, and proyide easy aecess to retail basinesses. TUi"f planting extends five feet inside of the pmperty line. }.. water featl:lre on site will draw visitors into the project and proT/ide a major focl:ls. /\. wide range of landseape features saen as seatwall rings and aecent pots with topiary trees will animate the street, all per the approT/ed site plan. }..t the comer of Main Street and Owens DriT/0, a ring of accent paT/iag and turf provide a base for a sculpmal accent feature the featm-e occurs inside the property line and acknowledges the importance of this comer as a pedestrian access point. }.. allee of orchid trees leads pedestrians into the Central Court. 32 758-177 Detailed right of way improvement plans eontaining the above desoriptive scooario will be presooted to the Pl:lblic V/orks Agency for approval. That plan may be altered subjeet to requirements of that }..gency. Suggested minimum. elements of this streetscape are as follov/s: (a) Street Tree Arecastrum rosanzoffianum, Queen Palm, Size: 15' tall (bro'.\'R trunk). Spaeing: 30' on oenter. (b) Seeondary Mall Tree Gleditsia triaeanthos inermis "Skyline"; Honey Locust. Size: 48" Box Spaeing: 30' on center. (0) Seatwall Rings 18" high x 20" wide, p01H'ed in plaee eonerete. Tree: Gleditsia triaeanthos inermis Skyline Honey Locust. Size: 48" Box Gr{)Undplane: Anflual color. Size: 4" pots. Spaeing: 8" on oenter. (d) Bus Drop Off Area Koelreateria bipinnata, Chinese Flame ~ Size: 48" to 60" Box. Spaeing: Informal. ( e) Center Court Bauhinia ',ariegata, Parple Orohard Tree. Size: 24" Box. Spaeing: 10' on cooter, planted in raised seat planters. (f) }"eeent Pots/Small Topiary Tree Syzygi1::Ul1 paniculatlHll, Brush Cherry. Size: 24" Box. Spaeing: 24' on cemer, planted in pots in a formal row. 33 758-178 (g) Tl:lff: Marathon Feseue IT Feseue blood. Size: Sodded (h) Landseaped Berm Marathon Feseue IT Fescue blood. Size: Seeded. Note: Arehiteetl:lfal berm (less than 3') to screoo any interim parking. 2. O'NeflS Drive Phase I. The Owens Dri'{e setback area in Phase I will be landscaped in a formal row of street trees planted in three foot square planters with approved root barriers within the typical City of Santa Ana side':lalk standards and a 10 foot parkway for the portion of street frontage between Main Street and the Hotel site. From the Hotel site eastward to Lawson 'Nay the spacing of trees will be informally spaeed to aeeoo-t1:late the park like spaeing foood in the adjaeeflt medians and Santiago Park streetseape. The installed street trees ':,ill remain planted where there will be no cireulation conflicts with futl:lfe phasing. }.. large sel:llptl:lfal grolilld eover berm planted ':lith a formal row of alternating perimeter trees will screen the reql:1:ired on grade parking lot. Tl:lff and grol:lildcover areas expand signifieantly at the residential area. Easy pedestrian aecess is provided along the street, and buffered from adjaeoot '{emcles. Service entrances and l:1:tilities are screened from 'liew 'Nith buffer planting. Suggested minimmn elemeflts ofthis streetscape area as follo'.vs: (a) Street Tree: PlatafH:ls acerfolia London Pla:ne Tree. Size: 24" Box. Spaeing: 35' on center spaeing when not prevented by traffie sitelines, BCR and ECR setbaeks, light sta:ndard and fire hydrant elearances or oodergroood l:1:tility lines, i.e. lighting, gas, electrical, water, sewer, etc. (b) Perimeter Tree: Gladitsia triaeanthos inermis Skyline Honey Loeust. Size: 36" Box. 34 758-179 Spaeing: 30' 01'1 eooter. (c) Parking Lot Tree: Braeh)~hiton popl:1lnet:ls Bottle Tree. Size: 24" Box. Spacing: One tree every foar to the parking lot spaees. (d) Landseaped Berm: Hyperiomn calyoimun Aarofl's Beard. Size: Flats. Spaeing: 8" on eemer, triangalar spaeed. Note: Arohiteetaral berm (less than 3') to sore6fl ImY interim parking. (e) Front yard Tree: BaHhinia '/ariegata Parple Orehard Tree. Size: 24" Box. Spaeing: 15' on oenter. (0 Grol:lfldoover: Myaporum parvafoliwn Drot:lgflt tolerant variety. Size: Flats. Spaeing: 12" 01'1 een-ter, triangular spaeed. (G) Turf: Marathon Fesel:le II FescHe blend. Size: Sodded. The landseape treatmen-t for development eategories 3 to 9 will be the same applieation for Phase I and Phase II. 2a. O...:€IflS Drive Phase II The Owefls Drive streetsoape area '1Iill be landscaped with 15 feet of turf adjaeent to the earb (the feet inside ofthe property line) and an additional 14 feet of aeeen-t paving adjaeent to retail building fromage. Traditional full width sidewalks are required in all areas not adjaeent to retail area. Tarf and groundcover areas expand signifioantly at the residential area. Easy pedestrian aeeess is pro'/ided along the street, and bHff-ered from adjaeent '/ehie1es. Service entranoes and milities are sereened from vie..'! with buffer planting, per the approved site plan. The street setbaek ofthe project along Owens Drive adjae6flt to Santiago Park shall be 35 758-180 desigfled to mateh plant material and design eOl'leepts of 8amiago Pa:F*: /'1 detailed speeifio plafl eontaining the above deseripti';e seenario will be presented to the Pl:lblie VlorIes }1geney f-or approval. That plan may be altered sl:lbjeot to req1:liremeflts of that /'1geney. 81:lggested minimmn elements of this streetseape area are as follows: (a) 8treet Tree: Plataoos ~A10erfolia London Plane Tree. Exeept at retail 8ize: 24" Box. 8paeing: 35' on eenter when not prevented by traffle site lines, BCR afld ECR setbacks, light standard and fire hydrant olearaflees or l:lfldergrOlmd utility lines, i.e. lighting, gas, eleetrioal, water, sewer, ete. (b) 8eeondary Mall Tree Gleditsia triacanthos "8kyline", Honey Loeust; size: 48" box @ 30' 0" on eenter in formal feW; (0) 8ereen Tree Euoalyptas sideroxylon "Rosea", Red konbark; size: 24" box @ not less thafl12' 0" on oenter spaoing informal arrangemeflt. (d) Front yard Tree Ba1:1hin-ia variegata, Pl:H'ple Orohard Tree; size: 24" box @ 12' 0" on oenter diagonal spacing. ( e) Garage Vent 80reening (a doose yertioal hedge soreening and buffering garage yeflts from the poolio): 8yzgium pamo1:llatmn, Bush Cherry, size: 15 gal. @ IS' 0" on eeBter planted in a formal hedge row. (f) Groundoover myaponrm parvafolimn <koaght toleram yariety, flats @ 4' on oenter spaeing, triangular spaeing. (g) Tl:lffTypes Marathon IT, Feseue blend sodded; shaH be consistent tM01:lgh01:lt projeot. 3. O':;ooS Driyo and Lawson 'Nay Interseetion. 81:lggested minimmn element ofthis streetseape are as follows: 36 758-181 (a) Street Tree Platan1:ls aeerfolia, London Plane Tree; size: 2 1" box @ 35' 0" on center spaeing in a formal row. (b) Seeondary Tree Schioos molls, California Pepper; size: 21" box @ 20' 0" to 40' 0" on center informal spaeing. (e) Sh.i:1b Types B01:lgailwillea 'Ra5poerry lee', size. 5 gat informal 5paeing. Ceanotoos' ,J1:llia Phelps', size: 5 gaL, inf-ormal5pacing. Myoporum 'Paeificum', size: 5 gal., informal 5pacing. (d) Tmf: Marathon Fese1:le II Fese1:le blead sodded 4. Lawson V-.' ay. Suggested minim1:lfll elOfRents of the streetseape are as follo':ls: (a) Street Tree Melaletiea le1:leodeadron quiflql:l:ooervia, Cajeput Tree; size: 24" box @ 30' 0" on eenter, planted ia a formal row. (b) Front Yard Tree BaHhinia yariegata, P1:lfJJle Orehard Tree; size: 21" box @ 12' 0" on eeBter rnagoaal spaeing. (c) ResideFltial.^Jrival Court LagerstroOfRia indica (m1:llti stem), Crape Myrtle; size: 24" box @ 15' 0" triangalar 5paeing, iaformal. (d) Turf Types Marathon II, Feseue blead sodded. ShaH be consistent thr01:lgho1:lt proj eet. B. Main Street }.nd O':lens Dri'.'e PlaFlted Medians. 1. Main Street. (a) Street Tree Pin1:ls eanariensis, Canary IslEmd Pine, size: 21" box @ 35' 0" on eeBter spaeing. (b) T1:li'fTypes Marathon Feseue II, sodded, with berm shall be eonsistent througho1:lt proj eet. 2. Oweas DriYe. (1) Street Tree Plata.nus Aeerfolia, London Plane Tree, size: 21" box 1'l'I:1fllber spaeing and arrangement as 5peeified. 37 758-182 (2) TlHfTypes Marathon Fesol:le II, sodded. TlHfblend to mateh with existing turf. C. Residential ,\reas. 1. Reoreation ,\reas. (a) Trees Euoalypms sideroxylon "Rosea", Red Ironbark; size: 24" 60": box, 15' 0" to 20' 0", informal spaemg. Braehyehiton popl:lIFlees, size: 21" 60" box, 15' 0" to 25' 0", informal spaeil'lg. Schinus terebinthifolius, Brazillian Pepper, size: 24"-60" box, 15'-0" to 35'-0", informal spacing. (b) }..eeent Trees ,\rehontophoenix eynningham.iana, King Palm; size: 20' 0", bro'::n tnmk, 12' 0" to 20' 0", informal spaemg. \Jfashingtoftia filifera, California Fan Palm, size: 20' 0", broWR tl1:lflk, 12' 0" to 20' 0", inf-ormal spaemg. (e) Barbeel:le kiosklreereation bl:lilding 20'x20' sql:lare. (d) Pool and Spa 25'x50' pool and 10' diameter spa. Formal oharaeter. 2. Interior Co:mmon Oaoo Soaee. (a) Interior 'Nalk Tree (i) Tristania eOl'lferta, Brisbane Box; size: 36" box, 25' 0" OR eenter spaeing; (ii) Heteromeles arbmifolis, size: 36" box, 25' 0" on eeFlter spacing. (b) Turf Types Marathon Fesol:l6 II, FeseNe blend seeded. Shall be eonsistel'lt trn-oHghom projeet. (0) Vine Pookets all three story wall, hebertia seandens or antignon leptopas, 15 gal., 15' 0" 01'1 oenter. 38 758-183 (d) Grmmdoo'lers ckoagflt tolerant yariety, flats @ 4" on e0flter, triangular spaE)ing. (e) fLeeent Paying At base of building at pool areas, path systefl1, aato eoblrts and arrival eom1. Saw eat conerete with iNtegral eo lor. (f) Stream V/ater Featw:'e iNformal eharaE)ter, linking pool area with hotel porte eoehere. Multiple aoeent plantiRg. (g) Lattiee Trash ERelosl:H"e (phase I only) 'liRe oovered trellis struetl:H"e. BougaiRvillea 'San Diego Red', 15 gal. @ 15' 0" OR oenter spaE)iRg. 'Wisteria siRensis, Chinese \Visteria; size: 15 gal. @ 15' 0" on oenter spaeing. (h) Residential Internal Road Grewia cafra, 15 gall OR, espallier Liriope spieata, 4" pots Heteromeles arbmifolia or lagerstroefl1ia iRdica, 15 gallon. 3. Private Op6B S13aoe: (a) Patio Tree Hetemmeles arbutifolis or Rapheolepis Indiea tree form eultiyar, size: 24" box, informal spaeing. D. Coneol:H"se Dri'le. 1. Street Tree 'tV ashiRgton filifera, California Fan Palm; size: 25' 0", brovm tnmk @ 30' 0" on emNer spaE)ing, planted in a formal arrangement. 2. Ornamental Street LightiNg size. 20' 0" high @ 30' 0" triangular spaciHg with plan trees. 3. Ornamental Pots planted '.vith ammal oolor. Pot to mateh size furnishing seleetion. Flats @ 1" on een-ter spaeing. 1. Garage Vent SereeniRg (a dense vertieal hedge sereening and buffering lHldergrolHld garage vents from the p1:1blie): Syzygium panioulatmn, Bush Cherry, size: 15 gal. @ 3' 0" on oenter, planted in a formal hedge mw. 39 758-184 5. }..eeeflt Pa'ling thr{)ugh interior street. Saw eut eonerete, with integral oolor. E. Pedestrian Oriemed Publie Plaza. 1. Formal arrangement in tree grates. Palm Bosq1:1et 1}j ashingtonia filifera, California Fan Palms, size: 25' 0", brovlR trunk, 20' 0" on eooter spaeing. 2. Central Pol:lfltain . formal oire1:1lar water feamre with yortiea-l spray ~ 3. .^..eeem Paying sa'll e1:1t oonerete, integral eo lor, tM01:1gflOut foreeowi area, exel1:1siye of public rights of wa-y or required easements. P. Hotel EmIT Cmn1:. 1. Street Tree \Vashingtonia filifera, California Pan Pa-Ims, size: 25' 0", bro'.vn tnmk, 35' 0, on center, planted iN formal arrangements in tree grates. 2. Entry Drive Tree Jaearanda mimosifolia, Jaearanda; size: 60' box planted iN formal arrangem.ent. 3. Ornamental Pots planted with atlfll:lal oolor. 4. TarfTypes Marathon IT, Feseae blend sodded; shall be eOflsistent thr01:1gflO1:1t projeot. 5. f..oeent Paving tm-01:1ghout saw e1:1t conerete, integral color. G. Parking Stmctare Sereen. Landscaping shall be used to soften visual iInflaet of all parking struotares. The use of ' lines is eneoaraged. 1. Soreoo Trees: (a) E1:1calypt1:1s Citriodora, leHlon soented gwR, size: 36" box, 15' 0" Oil eenter spaeing, informal spaeing. (b) Podocarp1:1s maerophyll1:1s, Yew Pine, size: 36" box, 15' 0" on oemer spaeing, formal arrangement in a row. 40 758-185 2. Screoo sh..-ubs at groaudplane. Syzygium panicalatltlR, Basa Cherry; size: 15 gal. @ 15' 0" on center spaciag. 3. Ornamental groundcovers. Df{)l;lght tolerant grol:lfldeovers, flats 4" on eemer, triangular spaeing. 4. Vines: Suggested types: Parthenocisns Trieuspidata, size: 15 gal. @ 15' 0" on eenter spacing; Boaganyilla species, size: 15 gal. @ 15'0" on ",enter spaeing; Fieas Pumila, size: 15 gal. @ 15'0" on eenter spaeing; }JltigonoFl Ceptopus, 15 gal at 15 ft. O.c.. ~ Temporary Landscape Adiacent To Undeveloped Parcels. Areas ofthe site not deiliiiiil. in the initial phase _ be developed as surface parking and .. shall comply with the following standards. A temporary landscape will be installed in all undeveloped areas. 1. Setback Areas - Will be fully planted with turf, trees and ornamental groundcover. 2. Parking Areas - Trees equal in number to one (1) per each ten (10) parking stalls, size: minimum 15 gallon. (These trees shall be arranged in eight and one-half (8-112) feet by eighteen (18) feet minimum planting bays surrounded by 6" high curb). 3. Berm - Architectural berm of sufficient height (but no greater than 3 feet) to screen surface parking lots shall be installed along Main Street and Owens Drive. Berm will be fully landscaped, and the size, number and type of planting shall be in accordance with the City's commercial development standards. Turf areas shall not exceed four to one slope. 4. Canopy Trees - Planted informally will supplement streetscape plantings. Size: minimum 24" box. Species to be determined. The size, number and spacing shall be in accordance with the City's commercial development standards. 5. Turf Types - Shall be consistent throughout project (Marathon II) 6. Shrubs - Shall be used for screening of parking areas and for special effects at building entries. 7. Special Sculptural Features - Will accent undeveloped parcels, prior to project buildout. 41 758-186 It General Notes. 1. All landscaping shall be maintained in a healthy and attractive condition. Maintenance should be carried out in accordance with established horticulture practices. Irrigation problems must be resolved promptly to assure plant survival. Prior to planting soil must be property prepared to assure plant survival. 2. Textared eOBcrete paying in the short term parking will be sealed for ease of maintenance and prDtection from yehiele oil leaks. 3. Planter areas iB the slab over lmdergrol:lfld parking 'Hill be sealed for water proofiBg with asphalt eoating and a liBer. ~ No use of Queen Palms for the project interior areas. Is-. No electrical, mechanical or plumbing apparatus shall be located in required setback areas. 6. Vine pockets and/or fenestration shall be provided at all tlH-ee story '.valls of single family attaehed housing to minimize the blank garage '.valls. 1+. All landscaped areas shall be irrigated using an automatic irrigation system. A schematic irrigation system employing pop- up type sprinkler heads, backflow preventer, automatic time clock, and where applicable, a quick coupler adjacent to all trash enclosures shall be provided. 18. On site trees will be spaced in coordination with required existing parkway trees. 19. The development will provide double-staking for all newly planted trees (on and off site). Iw. Only low shrubs and/or ground cover shall be planted in landscape areas used for parking overhang. 1++. Planting and landscape walls shall be used to screen all appurtenances, such as transformers, meters, trash enclosures, air conditioning units, etc. ~. Phasing of landscape implementation shall be compatible with the construction schedule for the entire project, as per the approved site plan. 42 758-187 1I-1-J. All fountains and water features throughout the project shall be plumbed for non-potable "gray water" for conversion when such water is available. ~. A xeriphytic landscaping materials and irrigation desi used for this ro' ect. In addition, the plant palette shall mirror that of Santiago Park, where the park is adjacent to the project. 43 758-188 PART VI. SIGNAGE A. Intent. Every sign in the Main Street Coneo1:H"se _project will be part of a planned sign program which will be submitted for ~lanning department _review and approval in accordance with the criteria set forth in this Plan and __DiYisiofls 3 and 4 ofOrdinanee No. NS 2116 (Seetions 41 880 through 41 894 of the Code adopted Mareh 18, 1991). The purpose of this section is to set forth permitted sign types and provide minimum standards for signs within the MmN Street Coneo1:H"se _ Specific Development Plan. Consequently, this document identifies and specifies those design criteria for the planned sign program which are different than those set forth in the Code. In considering the planned sign program, the provisions of the Plan shall control. The MaiN Street Coneo1:H"se ~roject is envisioned as a superior quality urban-style mixed-use complex, _architecturally spectacular hat commereiaUy restrmfled. Environmental graphic design will be innovative and attractive but never excessive. Tenant identification on the perimeter ofthe project (i.e. external signage) will be held to a practical minimum. However, it is critical that the internal signage, particularly the signage along the Concourse, be compatible with the kind of exciting dynamic environment which is intended to be created. For the pm-poses of this Plan, tae "iNtenor" oftae Mmfl Street COfleOl:lfSe projeet is depieted on Exhibit B attaehed hereto, lH'ld inoorporated herein. B. Sign Message Categories. The project sign program shall address the following categories of information: · Project and major facilities identification at site entries · Tenant identification signage · Regulatory vehicular signage · Directional vehicular signage · Street identification · Informational pedestrian signage · Directional pedestrian signage · Building identification signage · Site directories and orientation maps · Service signage · Parking level and area identification signage · Visitor directional and informational signage · Building address signage · Building/site directories 44 758-189 · Eleyator identification and fire/life safety · Offiee teflant identifieation signage · Typical door identification signage · Restroom and telephone identification signage · Operation information signage · Eleetronio einema marqaee · Loading dock information · Loading dock numbers . Bus and taxi identifieation · Bus and taxi loading and wloading information · Construction barricade · Fixed Gaide'llay signage (futare) C. Physical Sign Types. Physical classification of project signage will be by the following categories: 1. Freestanding signs. 2. Wall/canopy signs. 3. Projecting signs. 4. Marquee signs__. 5. Under canopy/window/hanging signs. 6. Major building identifieation. D. General Criteria. The following design guidelines generally address the design criteria for the sign program. 1. Color and typography of signs will be evaluated on the basis of aesthetics and legibility rather than conformance to strict criteria. 2. Intermittent lights, bare bulbs, neon, illusions of motion, or other mechanical movement are acceptable only within the interior of the project. Such signage could be used with respect to the theatre, health elOO, or restaurants. Such signs shall not be visible from the perimeter public right-of-way or the residential development in the project. 3. Well designed pageantry systems consisting of flags and banners, festoons, flag canopies and related displays will be permitted on the interior of the Main Street ConeoW"se ~roject, provided they are consistent with the overall design ofthe signage plan, and do not create a safety hazard and do not adversely affect adjacent land uses. 45 758-190 4. The sign program shall acknowledge approval of carefully worded parking garage signage and on-site circulation directional signage f{)r Phase I and Phase II per the EIR and the f JRpCO parking stlldy. E. 1. Freestanding Signs a. Exterior to the Projeet. The projeet may ineorporate a maxim1:1ffi. of seV0fl freestanding dOllble faeed signs whieh are visible from the exterior ofthe projeet, with fhe signs haying a maxiffi1:lm sign faee of 60 sqaare feet and a maxiffil:HR height of 15 feet. There may be a total of tv,'o freestanding signs meas1:1ring FlO more than 30 feet high 'with a 120 square feot faee which are '/isible from the exterior ofthe project. }.. free standiFlg sign for eaek related address, sueh that the pmjeet address shall be loeated on a sign whiek ean be easily seen from the street. 8uch freestanding signs Fleed not be plaeed in pl<mtem bllt may be located alOl'lg or aeross a public or private street. b. Interior to the Proieet. 1. V1ithin the interior of the proj eet, there may be six freestanding signs. 8ueh signs may be for iadividMal tenaBts, projeet identifieation or direetions. Interior freestanding signs shall FlOt exceed 7 feet high and 15 sq. ft. maximltlll sign area. 8igns loeated in the interior shall only be oriented f{)r viewing fr{)m the interior. 2. Wall/Canopy Signs. a. Wall signs interior to the project may be plaeed higher than the secoFld floor on an area where there are three stories of retail and the third story of retail spaee has a separate third floor aecess. Ilr. All signs need not replicate a specified shape, design or materials. Diversity will be allowed, provided that the signs relate to each other well even though they are configured differently. 8igns within the interior of the 46 758-191 proj ect which use mirrors reflecting a direct light SOlff{)e or utilize flashing, blinking or seql:leHce lights may be l:lsed provided they do not visl:lally predominate fr~m the exterior of the project so as to create a safety hazai"-d, or so as to adversely affect adjaeent IlH'ld l:lses. 3. Projecting Signs. a. Within the interior portions ofthe project, such as along the Concourse, one projecting sign per pedestrian level tenant may be provided. b. The project may provide any number of such signs with mixed types so long as the style ofthe signs area aesthetically compatible. Projecting signs shall be located no closer than 15 feet from one another. Projecting signs may be located on all stories of retail uses in the proj ect. c. The sign face of each projecting sign shall be compatible with the scale of the space being identified. d. External to the projeet there may be one major projeeting entrance sign for eaeh side of a pedestrian or vehieulai" entrance. Eaeh such projecting effiraflce sign may not exceed 24 feet in vertieal dimension. 4. Marquee Signs. The ~ _ may have a major marquee sign at the cineplex _ entrance. The marquee sign may be large enough to accommodate the informational requirements ofthe uses being identified, BftEl may employ changeable copy__ 5. Signs Under Canopies And Marquees. The area of any sign under a canopy or marquee shall not exceed 21 squai"e feet . Such signs shall meet all minimum Building Code height clearances. e. Major Bl:lilding Identification Signs. Major building identification signs need not be located at the top story of a building, bl:lt sflol:lld be limited to the top five stories. 'Vith respect to letter height, for stmetUi"es within the Main Street Concolffse Plan ai"ea with fifteen or more floors, the letters l:lsed for 47 758-192 major bHildiag identifieation signs will be ealmdated at 4 inehes per floor o'/er 18 floors pll:ls a base allO'.vanee of 12 inehes. Toos, for the planfled 32 story office struct1:H"e, the height ofthe letter permitted 'Hill be approximately 140 inches. Signs shall not exeeed 10% of the width of the signable Mea. M~or bl:lilding identification signs shall FlOt be permitted on residential bl:lildings. There shall be a maxiffil:lm of one sign per elevation and fo1:H" signs per bl:lilding maximwn. Ih Temporary Identification Signs. a. b. Constmetion Sign: One sign not to exeeed eighty (80) sql:lMe feet in Mea denoting the architects, engineers, contractor, brokers, designers and other related sl:lbjeets \vill be allowed at commencement of cOFlstmction. Said sign will be removed within thirty (30) days after issl:laflce of afl occl:lpaney permit for the bHilding. The sign may be illl:lffiiflated. The sign shall not exceed 20 feet in height. c. 1& Submission Of Main Street Conco1:H"se _Plan Signing Design Program. Project applicant shall submit a planned project sign program for review by the Planning Department _in accordance with the standard Pllanning departmoot _procedures and this Plan. The following Code proyisions hll-ve beeR identified as being incompatible with the overall goals and objecti'/es ofthe Main Street ConeoW'se Plan and therefore these Code sections shall not be applicable to the sign program for the Mil-in Street Concol:lrse. The rele'/ant Code sections are: *Seetion 11 860(a) (3) (prohibits moving signs); 11 861(2) (prohibits flags and banflefs); 41 862(a)(1) (limits size of freestanding signs); 48 758-193 41 862(b )(2) (signage must be iR a pIBflter); 41 862(b) (4) (limits signs near residential uses ); 41 862(b)(5) (spooiRg limits OR freestanding signs); 41 862(e) (2) (height limits); 41 862(e) (3) (limits site to one freestanding sign); * 41 862( d)( 4) (no mirrDrs or flashiRg, blinkiRg, sequeReed lights); 41 862(d)(5) (limits loeation ofpf()jeet adckess); *41 863(d) (1) (4) (limits on loeation ofvlall or eanopy signs); 41 863(e) (1) (all signs eensistent iR shape, type and materials); 41 863(e) (4) (RO mirrors or flashing, blinking or seqtleneed lights); 41 864(a) (limit pf()jeeting signs); 41 864(b) (2) (RO projeeting sign may be withiR 50 feet of another); 41 864(b) (3) (no pf()jeeting sign higher than gnnmd ltwel); 41 864(e) (2) (faee ofprojeeting sign shall not exeeed 25 sq. ft.); 41 864(13) (4) (faee ofprojeeting sign must be less than 4 feet from wall1t 41 864(13) (5) (faee ofprojeeting sign must be less than 7 '/ertieal feet1; 41 864(d) (1) (sign eopymaynet e-xeeed 50% of sign fooe); *41 864(d) (3) (no blinking, flashing, l:lflshielded or sequeneed lights); 41 865(b) (limits on sign fooe and oopy area of marquee signs); 41 865(e) (limits on dimensions for marquee signs); 41 866(d) (limits signs lieder eanopy or marquee to 4 sq. ft.); 41 866( e) (limits letters on signs under oanopy or marquee to 8 inehes); 41 867( d) (requires building identifieation signs to be on top story); 41 867(e) (letter height limits for building identifieation signs); 41 868(a) (3) (sign faee limits for residential identifieatioR signs); 41 868(a) (4) (height for residential identifieatioR sign Oatlflot exeeed 6 feet); 41 868(a) (5) (width for residential identifioation sign eannot exceed 8 feet); 41 868(b) (limits OR directory type signs); *41 872(a) (limits on direetional signs); and 41 872(e) (limits on eonstrnetion signs). A "*" a t I' h: h . ,..n eno es regu atlons W Ie are appheable only to the exterior of the proj eot. 49 758-194 PARTvn. LIGHTING Street lighting can be used to help unify the Main Street Coneoblfse _and add to the "festive" atmosphere being sought. On-site parking lot and building light fixtures may vary from one sub-area to the next but illumination levels shall remain consistent and not compete with street lighting and signage. Appropriate special lighting effects that will be compatible with the overall design concept are encouraged. Street lighting and parking lot parking contribute to the safety and security ofthe project. Unique lighting fixtures may provide easy identification of the project for motorists. Lighting potentially visible from adjacent property shall be subdued and incorporate cut-off shields or be oriented to the interior ofthe project. Lighting shall not interfere with vehicular traffic. A. Street Lighting/Exterior To The Proiect. (Public Right-of-Way) 1. All street lighting along Main Street, O'lIens _and Lawson shall be of singular design placed at regular intervals, mounted atop concrete or metal standard and installed per City specifications as required. 2. Light standards, poles, and ballards shall be of common design with durable finishes and materials to create unity along the project perimeter, in accordance with the City's commercial development standards. B. On-Site Parking Lot. Pedestrian Lighting. Concourse Drive. 1. Pedestrian scale lighting should illuminate entry ways, courtyards, parking lots and other such areas. 2. Lighting should be used to enhance landscaping and reinforced architecture, with dramatic up lighting or wall shadow effects with plant materials encouraged. 3. Parking lot light fixtures and bollards shall be consistent in styling with the design theme proposed for that sub-area ofthe project. 4. The use of neon and other specialized lighting effects that would reinforce the attractiveness ofthe project to pedestrian traffic and incorporate the design theme of the project may be used. 5. The use of white or clear string lighting in trees around outdoor pedestrian areas may be used. 50 758-195 6. Washing large wall areas with light to create shadows from landscape materials may be used. 7. Lighting along the Concourse Drive shall be carried out as part of the unified scheme to help create festive recreational atmosphere. C. On-Site Building Lighting. 1. Service area lighting for large uses shall be contained within service yard boundaries with light sources concealed. 2. Building illumination and architectural lighting will be creative and reinforce the design theme. Indirect wall lighting or "raw wall washing" overhead downlighting, will be utilized throughout the commercial development. 3. In residential areas, warm simple lighting will be employed. These components could include uplighting of building entrances and courtyard trees, subtle soft lighting effects, washing of walls with light from concealed ground sources. 4. In residential areas the use of specialized lighting effects such as neon and internally illuminated signs shall be avoided as shall any blinding, bright or flashy effects. 5. Lighting shall not cast any glare onto adjacent lots and streets outside the perimeters of the Main Street COFlCOl:H'Se_ project in such a manner as to decrease the safety of pedestrian and vehicular movement. 6. Architectural lighting should be used to articulate the particular building design. D. Classifieation Minimum Maintained Horiz. F.e. at Groood Min. }..yg. Vert. F.C. Vlalkways }..djaeent to RDamvays 1.0 F.C. 2.2 F.C. @ 51 758-196 Intermediate Areas Residential Areas \Valkways Distant to Roadways Open Faeility (P8i"king Lot) CO'lered Faeility (P8i"king Struetl:ffe) Ramp and Comers EFltFanee Areas 0.6F.C. 1.0 F.e. 1.0 F.e. 1.0 F.C. 4:1 5.0F.e. (daytime) (Sl:lm of eleetrie -t dayli~) 4:1 5.0F.C. (nighttime) 10.0 F.e. (daytime) 50.0 F.C. (daytime) 52 758-197 &-feet 1.1 F.C. @ 5 feet 0.5 F.e. @ 8 feet 0.5F.C. 1. The miniml:UIl to average ooiformity ratio of illl:l1llioance Ie'lels on 001'1 residemiaI path'.yays should not exceed 5: 1. In residoo.tial areas, a ratio of 10: 1 is aceeptable. 2. i\ll enelosed eorridors shall be ilh:l.ffiinated to a minimum one (1) footcandle of light. 3. Lighting desigas for eaeh phase of de'/elopment induding Photometric footcandle calcalations of all parking lots and walkways shall be r'€lviewed by the Police Departmem ofthe City of 8aflta Ana for eonsisteney '.'lith this Plan. 4. The use of low pressme sodium as a lighting source is prohibited. 53 758-198 PART VIll. OPERATIONAL STANDARDS 1. Unless herein permitted to the contrary, all commercial activity shall be conducted within a building. 2. All activity on the site shall be designed, built, operated, and verified in compliance with the mitigation monitoring program ofthe certified final Environmental Impact Report for this project. 3. Should special assessment, Mello Roos, or other financing be utilized, written disclosure of such financing shall be disclosed in writing to all purchasers and lessees within the project. 4. The following studlies __reviewed, approved and from time to time modified and approved by the City shall be implemented and maintained throughout the project: Trash operations plan Seewity plan ShRi"ed pRi"king analysis PRi"king operations plan 5. All residential units within the project shall be built, subdivided and sold for individual ownership. 6. All trash consolidation areas within the project including residential shall be maintained and operated for the recycling of solid waste materials to the satisfaction of the Public Works Agency. 7. The trash pick-up operational plan (letter agreement with the City) shall be incorporated into the CC&R's of the project. In addition, funding for pri'late em piek l:lp of trash from the individM:al to'NnHOaSeS to a eentral point shall be established prior to bl:lilding oeel:lpaney. 8. All circulation and parking operational procedures for the entire project including but not limited to the bollards, seeooty gates, loading zones, reverse traffie lanes, parking management, valet and trash pick-up shall be maintained by the project management and included by reference in the CC&R's. 9. The CC&R's shall include provisions to prohibit the construction of walls in the townhouse fe:uF .car garage that will disrupt the ability to park resident and guest vehicles in all foW" "spaces. 1 O. The CC&R's shall prohibit recreational vehicle parking or storage on-site. 54 758-199 11. The CC&R's shall contain provisions to preclude exposed television, ham radio, dish, or other antenna and mechanical equipment. 12. The pf{)posed Bon residential parkiag requirefl'l:eat relief shall not be greater than pfOportiOl'lal to phase size 1'10 more than a 20% maximmn reduetion and subjeet to eoflditio1'1s of a parking rea1:letioR Yananee. Prior to Phase II, the parking requiremoot may be re6*:amined at the developers option. The parking reC:}uirement as determined thiough a parking demand study of oeel:lpied Phase I, may be readjust (up or dov/H) by the Plar.mag Commission as a eondition of Phase II building permit. 55 758-200 P ;\R T IX.. CONCEPTU;\L PLAN APPROV.'\L The eity hereby apprO'les these certaiR eonceptual site plans for Main Street Concol:lfSe prepared by Johar.nes Van Tilburg & Partners, approved in the City's Site Plan Review process and illustrated on Exhibit C 1 and C 2 attaehed her-eto (hereiRafter the "CoReeptl:lal Plan"). .^..pproyal(s) of Bon material amendmems or modifieations to the Conceptual Plan or any final Plans approved by the City may be made by the City of Santa ;\na Direetom of Public 'Yorks afld Plar.ning. The Owner shall have the right to appeal any ad'leme deeision, first to the PlanniRg CommissioR and then, if nee essary, to the oity Counoil. .^.. "Ron material" ehange shall be a minor site plan alteration in harmony with this Plan and any de'/elopmeRt agreemOfl:t whioh may dum affeet the property. The Coneeptaal Plan assumes the e'lentl:lal aequisitioR by the de'leloper of the Main Street ConeoUi"se project ofthe Polly's Pie site at the eorner of Main and Owens. CORsequently: No building permit shaH issue for any de'lelopment ofthe subject property until one ofthe following eonditions has been satisfied: (1) The developer ofthe Main Street Coneourse Projeet shall have aequired the Polly's Pies site. (2) The de'leloper of the Main Street Coneo1:lfse Projeet shall have entered into an agreement with the Community Redevelopment Agency of the City of Santa Ana whereby the developer agrees to purchase the Polly's Pies site from the Redeyelopmeflt Agency if it is acquired by the Redevelopment f..gency, and the Redevelopment Ageney either shall ha';e acqaired title to the Polly's Pies site or shaH hay €I obtained a right of possession ofthat site pl1fsuant to an action in emiRent domain. (3) The deyeloper ofthe Main Street Coneol:H"se Project shaH have obtained appmval by the City (subjeet to reasoRable eORditioRs) of (a) a tentative subdivisioR map which does not inelude the Polly's Pies site, and (b) a development plan for the Main Street Concol1fse Projeet, in aceordanee with the zORiRg regulations applicable to the SD district, whieh assumes the nOR acquisition of the Polly's Pies site by the developer. All Phase II il'Flf.lrovements shall be sabmitted to Site Plan Revievl and the Plar..ning Commission for review and appro'lal iR eonf-ormance '.vith this Speeific De'/elopmOfl:t and any Developmeflt f..greement, tFaet map eonditioRs, conditional l:lse permit or yariance applicable to this site. 56 758-201 All material amefldmeflts or modifications to the conceptual plan shall be reviewed and approved by the Plar..ning Commission. 57 758-202 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 ~ 6103 FIRST AMENDED AND RESTATED DEVELOPMENT AGREEMENT by and between THE CITY OF SANTA ANA and MAIN STREET CONCOURSE, LLC Dated: December 1.09-, 2004 EXHIBIT 7 758-203 AMENDED AND RESTATED DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND MAIN STREET CONCOURSE, LLC This AMENDED 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 MAIN STREET CONCOURSE, LLC, a California Limited Liability Company ("Owner" or "Property Owner"). facts: 1. RECITALS. This Agreement is entered into with reference to the following 1.1 Original Agreement. The City and Owner's predecessor in interest, Orient Corporation of America, Inc., a California corporation ("Orient"), are parties to that certain Development Agreement entered into on or about May 3, 1993 and recorded as Document Number 93-0385606 with the Recorder's Office of the County of Orange (the "Original Agreement"). (1) The purpose of the Original Agreement was to facilitate the development of the mixed-use project contemplated by the City's Specific Design Zoning Designation SD-59 (SD-59), Vesting Tentative Map No. 14408 and EIR No. 93-_. (2) Orient's interest was subsequently acquired by Owner, who has applied to the City for approvals of a modified project, including an amendment to SD-59 and a new vesting tentative map. (3) The City and Owner agree that the changes Owner seeks in the Original Agreement substantiate the need to amend and restate the Original Agreement. 1.2 Code Authorization. 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 the City and Owner in the development process. The City enters into the Agreement pursuant to the provisions of the Government Code and applicable City policies. The parties acknowledge: (1) the time of development. This Agreement is intended to assure adequate public facilities at (2) This Agreement is intended to assure development in accordance with the City's General Plan, applicable Specific Plans and Specific Development District No. 59, as modified concurrently herewith by Ordinance No. NS-_. (3) This Agreement will permit achievement of goals and objectives as reflected in the City's General Plan, all applicable Specific Plans and Specific Development District No. 59. 758-204 (4) Owner is required by existing City regulations to provide mitigation for certain impacts and pay certain regulatory fees as conditions of approvals through the regulatory process:-, as further provided in this Agreement. (5) This Agreement will allow the City to realize extraordinary and significant public 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 the City for entering into this 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. 1.2 Owner. Owner represents and warrants that it has a legal or equitable interest in the real property located in the City of Santa Ana, California, legally described on Exhibit A attached hereto and incorporated herein, and graphically described on Exhibit B attached hereto and incorporated herein (hereinafter the "Property"). The Property is approximately 17.72 acres in size (and approximately 18.76 acres before dedications) and is vacant:- 1.3 Approval of Owner. Owner further hereby represents that it has approved this Agreement and is authorized to enter into this Agreement. 1.4 Planning Commission - Council Hearings. On October 25, 2004, the Planning Commission of the City ("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 Agreement. This public hearing was duly held, all public testimony was attended to, and consideration of this matter continued by the Planning Commission to its regular meeting of December 13,2004, on which date the Planning Commission recommended to the City Council of the City that it execute this Agreement. On , the City Council of the City of Santa Ana ("Council"), after providing notice as required by law, held a public hearing to consider the Owner's application for this Agreement. 1.5 Council Findings. The Council finds that this Agreement is consistent with the General Plan, applicable Specific Planes) as well as all other applicable ordinances, plans, policies and regulations of the City. 1.6 City Ordinance. On , the Council adopted Ordinance No. approving this Agreement. The ordinance becomes effective thirty (30) days thereafter. 2. DEFINITIONS. In the Agreement, initially capitalized terms used but not defined shall have the following meanings unless the context otherwise requires: 2.0.5 "Executive Director" means the Executive Director of the City's Planning and Building Agency or designee. 758-205 2.1 "Final Design" means the final design documents for a work of public art, which is set forth in greater detail in paragraph 5.8 of this Agreement. 2.2 "Map" means Tentative Tract Map No.2004-06 , approved concurrently with this Agreement. 2.2 "Property Owner" or "Owner" means Main Street Concourse, LLC, being the person, persons, or entity having a legal or equitable interest in the Property, and includes Main Street Concourse, LLC's successors in interest. Exhibit B. 2.3 "Property" is the real property described in Exhibit A and referred to in 2.4 "Project" is the development of the Property as generally set forth in SD-59, Tentative Tract Map No. 2004-06, Conditional Use Permit No. 2004-28, Environmental Impact Report No. 2004-01, and Site Plan Review No. 2004-05. 2.5 Public Art Locational Plan means the conceptual Plan attached hereto as Exhibit C. The parties recognize that the Locational Plan sets forth the general description of the location of the Public Art required by this Agreement, and is subject to refinement at the time of installation, by Agreement of the Owner and the Executive Director. 3. EXHIBITS. The following documents referred to in the Agreement are attached to this Agreement and are identified as follows: Exhibit Referred to Def\ienation Def\cription in Section A Property Legal Description 1.2 B Property Graphical Description (Site Plan) 1.2 C Public Art Locational Plan 2.5 D Phasing Plan 5.1.1 E Remaining Offsite Mitigation Measures 5.1.2 F Residential High Rise Tower SchemeStllcly A rea 5.4 4. GENERAL PROVISIONS. 4.1 Amendment and Restatement. This Agreement amends, restates and supersedes the Original Agreement in its entirety. 758-206 4.2 Property Subject to the Agreement. Until released pursuant to the provisions of Section 8.6 below, no property shall be released from this Agreement until Property Owner has fully performed its obligations arising out of the Agreement. 4.3 Effective Date; Duration of Agreement. The "Effective Date" of this Development Agreement shall be the date that the City Council ordinance adopting this Development Agreement becomes effective, which date is thirty (30) days after the City Council meeting at which such ordinance is adopted, unless this Agreement or Ordinance No. NS-_ (the amendment to SD-59) is the subject of a referendum which has received a prima facie sufficient number of signatures or unless its effective date is stayed by order of a court with jurisdiction. The remaining term of this Agreement shall extend for the same period as specified in the Original Agreement, unless this Agreement is earlier terminated or its term modified by further agreement fully executed by both parties; provided, however, that nothing herein is intended nor shall it be interpreted to extend the period of validity of any approval issued in conjunction with the City's Development Project Plan process or building permit, beyond local requirement. Except as expressly stated herein, paragraph 3 of the Original Agreement shall remain in full force and effect. (b) Pursuant to Section 66452.6(a) of the California Subdivision Map Act, the term of the Map, including any lot line adjustment or merger of lots (or any other tentative map filed subsequent to the Effective Date of this Agreement), shall not expire during the term of this Development Agreement remains in effect. (c) Notwithstanding subsections (a) or (b) hereof, if, at the end of the original or any modified term, the Property is in the process of being developed, the term of this Development Agreement shall be further extended until such construction in process is completed, not to exceed an additional three years after expiration of the original or modified term. (d) The expiration of this Development Agreement shall not terminate any land use approvals approved concurrently with or subsequent to the approval of this Development Agreement, but shall merely end the period as to which such approvals are vested against subsequent changes in applicable law. (e) Upon the expiration or termination of this Development Agreement for any reason, the City and Owner and its successors and assigns agree to cooperate and execute any document reasonably requested by the other party to remove this Development Agreement from the public records as to the property or any applicable portion thereof. 4.4 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 Agreement; provided, however, that except as provided in section 4.4.1 of this Agreement the rights of Owner under this 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 Agreement shall include in writing the assumption of the duties, obligations, and liabilities arising from this 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 shall be wholly void and of no force and effect unless such 758-207 written consent thereto be obtained from the Council. Such transfer or assignment shall not relieve Owner of any duty, obligation or liability to City without the consent of the City. During the term of this Agreement, any approved assignee or transferee of the rights under this Agreement shall observe and perform all of the duties and obligations of Owner contained in this 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 Agreement. If the Property is subdivided, any subdivided parcel may be sold, mortgaged, hypothecated, assigned, or transferred to persons for ownership, investment, use or development by them in accordance with the provisions of this Agreement. 4.4.1 Assignment to Controlled Assignee. Notwithstanding the above, consent shall not be required in connection with a Permitted Transfer (as herein defined) of Property of Owner provided City Council is notified of such Permitted Transfer and furnished with copies of the fully executed instruments effectuating same within fifteen (15) business days after the effective date thereof. For purposes hereof, the capitalized terms used herein shall be defined as follows: (i) "Permitted Transfer" shall mean Transfer of the Property or direct or indirect interests in Owner if, following the transfer (a) the Property remains under the Legal Control (defined below) of Robert H. Bisno, or, upon the death of Robert H. Bisno, his heirs or devisees, or (b) foreclosure pursuant to the provisions of section 8.5 of this Agreement. (ii) "Legal Control" shall mean the power or authority, directly or indirectly through one or more intermediaries, through the ownership of voting securities, by contract or otherwise, to direct the management, activities or policies of such person or entity. (iii) "Transfer" shall mean any change in the direct or indirect members, partners, shareholders or principals in the ownership of an entity or other ownership components of such entity. 4.5 Amendment or Cancellation of Agreement. This Agreement may be amended from time to time or cancelled by the mutual consent of the parties, but only in the same manner as its adoption by an ordinance as set forth in Government Code Section 65868; provided, however, that as specified in section 5.5.1 of this Agreement the Executive Director may approve one or more minor changes in the Project only to the extent that such changes are not required by State law or the City Municipal Code to be decided by the Zoning Administrator, Planning Commission (or other City Commission) or City Council. The term "Agreement" or "Development Agreement" as used herein shall include any amendment properly approved and executed. 4.6 Enforcement. Notwithstanding Government Code Section 65865.4, this Agreement is enforceable by any party to the Agreement in any manner provided by law. The remedies provided in Section 8.4 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 Agreement except as may be provided in Section 6.3(5) of this Agreement. 758-208 4.7 Hold Harmless. Property Owner agrees to and shall hold the City, its officers, agents, employees, consultants, special counsel, and representatives harmless from liability: (1) for damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Property Owner or its contractors, subcontractors, agents, employees, or other persons acting on its behalf which relates to the Project; and (2) from any claim that damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, other than a breach by the City of its obligations hereunder. Property Owner agrees to pay all costs for the defense of the City and its officers, agents, employees, consultants, special counsel, and representatives regarding any action for damages, just compensation, restitution, judicial or equitable relief caused or alleged to have been caused by reason of Property Owner's actions in connection with the Project, any third party claims arising out of this Agreement, or any approval or certification by the City relating to the Project. This hold harmless Agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this paragraph or due by reason of the terms of, or effects, arising from this Agreement or any approval or certification by the City relating to the Project, regardless of whether or not the City prepared, supplied or approved this Agreement, plans or specifications, or both, for the Project. The Property Owner further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement or any approval or certification by the City relating to the Project, or asserting that damages, just compensation, restitution, judicial or equitable relief is due to personal or property rights by reason of the terms of, or effects arising from this Agreement, The Property Owner further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, excluding fees and costs for special counsel to be selected by the City or other outside counselor consultants, if any, regarding any action by a third party challenging the validity of this Agreement or any approval or certification by the City relating to the Project, or asserting that damages, just compensation, restitution, judicial or equitable relief is due to personal or property rights by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 4.8 Binding Effect of Agreement. To the extent not otherwise provided in Section 4.4 of this Agreement, the burdens of the Agreement bind, and the benefits of the Agreement inure, to the parties' successors in interest. 4.9 Relationship of the Parties. The contractual relationship between the City and Owner arising out of the Agreement is one of independent contractor and not agency. This Agreement does not create any third party beneficiary rights. 4.l..O9 Notices. Any notice, tender, demand, delivery, or other communication pursuant to this 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 in the manner provided in this Section, to the following persons: lfto the City, to: 758-209 City Manager City of Santa Ana 20 Civic Center Plaza M-31 P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6954 and, City Attorney City of Santa Ana 20 Civic Center Plaza M-29 P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 If to Owner, to: Main Street Concourse, LLC c/o Transaction Companies 1800 Century Park East, Suite 450 Los Angeles, CA 90067-1518 Attn: Robert H. Bisno Telefacsimile (310) 277-3787 and, F. Thomas Muller, Esq. O'Melveny & Myers LLP 400 South Hope Street Los Angeles, California 90071 telefacsimile (213) 430-6407 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 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 facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County, or city holidays shall be excluded. 758-210 5. DEVELOPMENT OF THE PROPERTY. 5.1 Existing Rules, Regulations and Policies. The rules, regulations and official policies governing the permitted use(s) of the Property, with respect to and only with respect to the permitted use(s)~ density, height, size of structures and intensity of use of the Property, and provisions for reservation or dedication ofland for public purposes and any other exactions or mitigation -measures applicable to the Project shall be those rules, regulations, and policies applicable to the Property as of the Effective Date, including those set forth in District Plan No. 59, as amended concurrently herewith. 5.1.1 Phasing of the Project. The City agrees and acknowledges that the Project may be phased by Owner pursuant to the Phasing Plan attached to this Agreement as Exhibit D. 5.1.2. Development of Commercial Component Tied To Development of Hold Rack Units. a Prior to Owner seeking issuance of a huilding permit for the fina 1 41 residential units in the Project (excluding from this count units within the Residential Tower Study Area (Exhihit F hereto)), or for any residential unit located within the Residential Tower Study Area (Exhihit F hereto) (hereafter collectively referred to as the "Hold Rack Units"), Owner shall have first ohtained validly issued huilding permits for one hundred percent (100%) of the commercial component of the Project h Prior to seeking a certificate of occupancy for any of the Hold Rack Units, Owner shall have completed all improvements, including site improvements and excluding only tenant improvements, for one hundred percent (100%) of the commercial component of the Project "' 1 1 Remaining Offsite Mitigation Measures. The parties acknowledge and agree that Owner's predecessor in interest under the Original Agreement, has constructed or caused to be constructed many of the offsite mitigation measures required by the Original Agreement, which mitigation measures were scaled to mitigate impacts from a substantially larger project than Owner's. Therefore, the sole remaining offsite mitigation measures which must be funded or constructed by Owner are as set forth in Exhibit E to this Agreement. 5.2 Exclusion from Existing Rules, Regulations and Policies. Pursuant to Government Code Section 65866, and Pardee Construction Co. v. City of Camarillo (1984) 37 Ca1.3d 465,208 Ca1.Rptr. 228, 690 P.2d 701, the City retains the right to enact police power regulations on matters not covered by this Agreement, including without limitation ("Reserved Powers"): a. Municipal laws and regulations which do not interfere with Owner's vested rights to develop and use the Property in accordance with this 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 758-211 or amended hereafter. Specifically, but without limitation on the foregoing, such non-conflicting laws and regulations include the following: (1) Existing taxes, assessments, fees and charges, except as otherwise specifically provided in this Development Agreement; (2) Building, electrical, mechanical, fire and similar codes based upon uniform codes incorporated by reference into the Santa Ana Municipal Code; (3) 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 (4) Procedural rules of general City-wide application. b. No vested rights as to any requirements in this section 5.2 either as to existing or future regulations, ordinances, policies, and plans are hereby conferred. 5.3 Design and Construction Standards and Specifications. The design and construction standards and specifications for all Project construction, shall be subject to applicable design standards and guidelines, including without limitation SD-59 and Chapter 41 of the Santa Ana Municipal Code, 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 Future, Proposed Residential, High Rise Towers. Without in any way affecting the rights vested pursuant to this Agreement, Owner shall meet and confer in good faith with the City on whether to construct a residential, for-sale, high rise tower on the Property in the general location as specified in Exhibit F to this Agreement, in lieu of the development approved for such area concurrently herewith. The parties hereto acknowledge and agree that the City's discretionary review of any such proposal together with any approvals sought to develop any such tower on the Property shall be deemed to fall within the provisions of section 5.5 of this Agreement, and not be covered by section 5.1 of this Agreement-. If, after good faith investigation and consideration the Owner has not concluded by August 1,2005, that a high rise development is feasible, Owner may proceed with development as approved concurrently herewith. No fees, exactions, mitigation measures or dedications shall be required with respect to such area until development commences thereon. 5.5 Future Discretionary Approvals. This Agreement shall not prevent the City, when considering requests for discretionary approvals not covered by this Agreement subsequent to the effective date of this Agreement from applying new rules, regulations, and policies which are applicable to the Property, including but not limited to, material changes in the general plans, specific plans, zoning, subdivision or building regulations, nor shall this Agreement prevent the City from denying or conditionally approving any subsequent applications for discretionary land use entitlements based on such existing or new rules, regulations, and/or policies; provided however, that such new rules, regulations, and official policies are of general application to all development within the City and are not imposed solely with respect to the subject property. In addition, this Agreement shall not prevent the City from exercising its police power to protect the health, safety, and welfare of the public. This police 758-212 power, exercised in accordance with Section 5.2 of this Agreement, is paramount to any rights or obligations created or existing between the parties. 5.5.1 Minor Changes. Upon application of Owner, the Executive Director may approve minor modifications to the discretionary approvals vested pursuant to this Agreement, provided that such changes are consistent in scope and intention with such approvals. The Executive Director has the sole and absolute discretion to determine what constitutes a "minor modification. " 5.6 Processing Fees. All fees and charges intended to cover the City's 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 Agreement, shall apply to the development of the Property. 5.7 Amendments or Additions to Citywide Fee Programs. This 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 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 negative declaration prepared for the Project, or (b) duplicate any exactions, project design features, conditions of approval, Agreements, or mitigation measures contained in the Development Plan or this Agreement. 5.8 Development, Construction and Completion of Work of Public Art. In consideration for the extraordinary and significant benefits to the City set forth in this Section, the Owner has been legally vested under paragraph 5.1 with regard to the permitted uses of land, density, and intensity of use, Owner shall include within the Project at one or more prime locations visible to the public from currently existing public right-of-way, one or more permanent works of public art (the "Public Art"). The Owner shall design and/or construct the facilities specified below prior to the corresponding triggering event specified in section 5.8.1 below. The Public Art shall conform in all respects to Exhibit C of this Agreement, the "Public Art Locational Plan." 5.8.1 Work of Public Art. Facilities to He C;onstmcteci Trieeerine Event (R g) New lJse or New Area) Prior to issuance of first Building Permit or four (4) years from the effective date ofthis Agreement, whichever comes first. 1. Submit Final Design of Public Art. Final design must conform to Public Art Locational Plan. 2. Install Public Art. Prior to the City's issuance of Certificate of Use and Occupancy for any building, or five (5) years 758-213 from the effective date of this Agreement, whichever comes first: With respect to the Final Design, Owner shall complete all construction and development, shall submit all plans, drawings, and other documents, and perform all of its obligations under this Agreement within the times specified above. During periods of construction of the work of public art encompassed in the Public Art Locational Plan, Owner shall submit to the City a written report of the progress of the construction when and as reasonably requested by the City. The report shall be in such form and detail as may be reasonably required by the City, and shall include a reasonable number of construction photographs (if requested) taken from the last report by Owner. Development scheduling or date or times of performance may be subject to revision from time to time if first mutually agreed to in writing. Such revisions do not constitute amendments requiring further notice and public hearing. 5.8.2 Inclusionary Housing Fee. Owner shall pay to the City the sum of $3,000.00 per residential unit (or live-work unit) as a condition of issuance of each building permit. This fee shall be used by the City to build new or substantially rehabilitate existing affordable housing in the City. 5.8.3 Cultural In-Lieu Fee. The parties acknowledge that the Original Agreement included the requirement that Owner construct a 125-fixed seat legitimate theater as part of a dual-purpose, "multiplex" motion picture theater complex Due to modifications to the Project from the Original Agreement to this Agreement, Owner agrees that in lieu of constructing said theater, it will pay the City a fee of $400,000.00 upon the issuance of the first building permit for the Project. The City agrees to use this fee for the promotion and encouragement of cultural events and activities designed to serve the citizens of Santa Ana. 5.8.4. Park Requirements. a. Santiago Park Improvements. The Owner shall pay a special Santiago Park fee of $1.64 per square foot of net rentable or salable square feet of development as a condition of issuance of each building permit. The parties acknowledge and agree that this contribution is in addition to any tax or fee or dedication imposed by the City on new residential development. The City shall use said fees for deferred maintenance and capital improvements to Santiago Park. If not used or appropriated within five years after payment, this fee shall be returned to Owner, consistent with the provisions of and exceptions contained within the California Mitigation Fee Act, Government Code ~ 66000 et seq. This fee shall be offset against the fee owed the City pursuant to section 5.8.4(b) of this Agreement (i.e., the amount in the "In- Lieu Park Fee" required of Owner shall be reduced by an amount equal to the special Santiago Park fee paid by Owner pursuant to this section). b. In-Lieu Park Fee. The Owner shall pay an "in lieu" fee at the value of $35.50 per square foot of area to be dedicated pursuant to the standard established by section 34- 204 et seq. of the Santa Ana Municipal Code, as specified in the City's site plan review letter; provided, however that the fee may be increased yearly by the average rate of increase in land costs in the City of Santa Ana, as that increase is established by the annual change in the "Construction Cost Index-Los Angeles," published by Engineering News-Record, or substitute 758-214 index chosen by the Executive Director should this index is discontinued. The fee shall be paid for each phase, as set forth in section 5.1.1 of this Agreement, prior to issuance of the first building permit for that phase. 5.8.5 Covenants, Conditions, and Restrictions. Covenants, Conditions, and Restrictions (CC&R's) must be provided and approved by the Executive Director for the project prior to the issuance of the first building permit. Such CC&R's must contain at a minimum, the following: (1) No more than four residents per live-work unit. (2) All residential and live-work units shall remain owner occupied and shall not allow rental of the entire unit. (3) Use Restriction for Live-Work Units. The live-work project must remain as a live-work community. The work component shall be limited to one of the allowable uses as specified in the Specific Development (SD-59) zoning district. (4) Repair of perimeter walls will be specified in the CC&R's in the event of damage. (5) The CC&R's shall provide notice to prospective owners of the urban character of the City and this area, including but not limited to the permitted uses of the property and buildings in the immediate area of the development (e.g.., Main Place Regional Shopping Mall, and surrounding property zoned and/or devoted to commercial use), and shall provide a release of all claims against the City which may arise from or relate to the disclosed matters. (6) The CC&R's shall reflect that ground floor space in the live-work units shall be restricted to work/retail activities. (7) The CC&R's shall reflect that balconies may not be used for storage. (8) Terms and Content: 1. CC&R's are to be in effect for 66 years. 11. Any proposed modifications to the foregoing provisions of the CC&R's will require approval by the Executive Director. 5.9 Responsibility For Costs of Work Of Public Art. The City and Owner agree that Owner shall be responsible for all costs associated with the design, construction, maintenance and repair of the work of public art provided for in the Public Art Locational Plan. 758-215 5.10 City to Receive Contract Documents. Owner shall furnish the City, upon written request, copies of contracts and supporting documents relating to the work of public art. 5.11 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 Agreement. 5.12 Moratoria. In the event an ordinance, resolution or other measure is enacted, whether by action ofthe 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 or the implementation or construction of a mitigation measure, the City agrees that such ordinance, resolution or other measure shall not apply to the Project, the Property or this Agreement. 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, 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. S 12101 et seq., Government Code S 4450 et seq., and the Unruh Civil Rights Act, Civil Code S 51 et seq. ("Governmental Requirements"). 6. ANNUAL REVIEW. 6.1 City and Owner Responsibilities. The City shall, at least every twelve (12) months during the term of this Agreement, review the extent of good faith substantial compliance by Owner with the terms of this 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 the Agreement at the periodic review. 6.2 Review Letter. If Owner is found to be in compliance with the Agreement after the annual review set forth in Section 6.1 above, the 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 Executive Director, the Agreement remains in effect and Owner is not in default. Owner may record the Letter in the Official Records of the County of Orange. 758-216 6.3 Failure of Periodic Review. City's failure to review at least annually Owner's compliance with the terms and conditions of this Agreement shall not constitute or be asserted by any party as a breach of the Agreement by Owner or City. 7. DEFAULT. 7.1 Owner Events of Default. Property Owner is in default under this Agreement upon the happening of one or more of the following events or conditions (each, an "Owner Event of Default"): (1) If a material 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; or (2) A finding and determination made by the City following a periodic review under the procedure provided for in Government Code Section 65865.1 and Section 6.1 of this Agreement that upon the basis of substantial evidence the Property Owner has not complied in good faith with one or more of the material terms or conditions of this Agreement; (3) Failure to comply with Governmental Requirements; (4) Any other event, condition, act, or omission which materially interferes with the intent and objectives of this Agreement. 7.2 Procedure upon Default. (1) Upon an Owner Event of Default, the City through the Executive Director shall submit to Owner, a written notice of default, in the manner provided in Section 4.109, identifying with specificity the nature of the alleged default and, when appropriate, the manner in which said default may be satisfactorily cured. Upon receipt of the notice of default, the Owner shall cure the identified default( s) at the earliest reasonable time after receipt of the notice of default and shall complete the cure in any event not later than one hundred and twenty (120) days after receipt of the notice of default, or such longer period as is reasonably necessary to remedy such default(s), provided that the Owner shall continuously and diligently pursue such remedy at all times until such default(s) is cured. If Owner has failed to remedy or diligently proceed to remedy such default( s) after proper notice and expiration of said one hundred and twenty (120) day cure period or such extended period as provided herein, the City may terminate or amend this Agreement in accordance with the procedure adopted by the City. Failure or delay in giving notice of default- shall not constitute a waiver of any default, nor shall it change the time of default. 758-217 (2) If after the cure period has elapsed, the Executive Director finds and determines that Owner has not cured the default pursuant to this Section 7.2'J, Owner shall be entitled to appeal that finding and determination to the City Council by filing an appeal with the City Clerk, if at all, within fourteen (14) days after the mailing of such finding and determination to Owner, or its successors, transferee, and/or assignees, as the case may be. The City Council shall act upon the finding and determination of the Executive Director within ninety (90) days after the filing of such appeal. In the event of a finding and determination that all defaults are cured, ther~ shall be no appeal by any person or entity. (3) The 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 Agreement. (4) Non-performance shall not be excused because of a failure of a third person. (5) 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 Agreement and a hearing on the matter shall not be required. (6) 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. (7) All other remedies at law or in equity which are not inconsistent with the provisions of this 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 the City upon termination of this Agreement for an Owner Event of Default. 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 the Agreement, or to enjoin any threatened or attempted violation of the Agreement; or to obtain any remedies consistent with the purpose of the Agreement. Legal actions shall be instituted in the Superior Court ofthe County of Orange, State of California, or in the Federal District Court in the Central District of California, Southern Division. 8. ENCUMBRANCES AND RELEASES ON PROPERTY. 8.1 Discretion to Encumber. This Agreement shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion ofthe Property or any improvement on the Property by any mortgage, deed of trust, or other security device (or any number of them) securing financing with respect to the Property or its improvement (any such encumbrance, a "Mortgage"). 758-218 8.2 Entitlement to Written Notice of Default. The mortgagee ofa mortgage or beneficiary of a deed of trust encumbering the Property or any part thereof and their successors and assigns ("Mortgagee") shall, upon written request to the City, be entitled to receive from the City written notification of any Owner Event of Default. 8.3 Performance of Covenants. The Mortgagee shall have the right, but no obligation, to perform any term, covenant or condition and to remedy any Owner Event of Default hereunder within the time periods specified herein, and the City shall accept such performance with the same force and effect as if furnished by the Owner; provided, however, that said Mortgagee shall not thereby or hereby be subrogated to the rights of the City. 8.4 Default by the Owner. In the event of an Owner Event of Default that has not been cured by the Owner or as to which there is no cure period hereunder, the City agrees not to terminate this Agreement (1) unless and until the City provides written notice of such default to any Mortgagee and such Mortgagee shall have failed to cure such Owner Event of Default within ninety business days after the later of delivery of such notice or expiration of any applicable Owner cure period, and (2) as long as: (a) In the case of an Owner Event of Default that cannot practicably be cured by the Mortgagee without taking possession of the Property (which defaults shall not include defaults "not susceptible of being cured" as defined below), (x) the Mortgagee has delivered to the City, prior to the date on which the City shall be entitled to give notice of termination, a written instrument wherein the Mortgagee unconditionally agrees that (subject to such delays as may be incident to obtaining a relief from stay in the case of a bankruptcy/dissolution event) it will commence and diligently pursue cure of such Owner Event of Default promptly following its obtaining possession and; (y) said Mortgagee shall proceed diligently to obtain possession of the Property (including possession by receiver) (subject to such delays as may be incident to obtaining a relief from stay in the case of a bankruptcy/dissolution event) and, upon obtaining such possession, shall proceed diligently to cure such Owner Event of Default; and (b) In the case of an Owner Event of Default that is not susceptible to being cured by the Mortgagee, the Mortgagee shall institute foreclosure proceedings and diligently prosecute the same to completion (subject to such delays as may be incident to obtaining a relief from stay in the case ofa bankruptcy/dissolution event) (unless in the meantime it shall acquire the Owner's right, title and interest hereunder, either in its own name or through a nominee, by assignment in lieu of foreclosure) and upon such completion of acquisition or foreclosure such Owner Event of Default shall be deemed to have been cured. The Mortgagee shall not be required to obtain possession or to continue in possession as Mortgagee of the Property pursuant to Subsection 8.4(a) above, or to continue to prosecute foreclosure proceedings pursuant to Subsection 8.4(b) above, if and when such Owner Event of Default shall be cured. Nothing herein shall preclude the City from exercising any of its rights or remedies with respect to any other Owner Event of Default during any period of such forbearance, but in such event the Mortgagee shall have all of its rights provided for herein. If the Mortgagee, its nominee, or a purchaser in a foreclosure sale, shall acquire title to Owner's right, title and interest hereunder and shall cure all Owner Events of Defaults that are susceptible 758-219 of being cured by the Mortgagee or by said purchaser, as the case may be, then prior Owner Events of Default that are not susceptible to being cured by the Mortgagee or by said purchaser shall no longer be deemed Owner Events of Default hereunder. Except as set forth herein, nothing contained herein shall require any Mortgagee to cure any Owner Event of Default. 8.5 Foreclosure. Foreclosure of any Mortgage, or any sale thereunder, whether by judicial proceedings or by virtue of any power contained in a Mortgage, or any conveyance of the Project from the Owner to a Mortgagee or its designee through, or in lieu of foreclosure or other appropriate proceedings in the nature thereof, shall not require the consent of the City or constitute a breach of any provision of or a default under this Agreement; and upon such foreclosure, sale or conveyance the City shall recognize the purchaser or other transferee in connection therewith as the Owner hereunder provided that such purchaser or transferee assumes, subject to the terms of Section 8.4 above, each and all of the obligations of the Owner hereunder pursuant to an assumption agreement satisfactory to the City. If any Mortgagee or its nominee or assignee shall acquire the Owner's right, title and interest hereunder as a result of a judicial or nonjudicial foreclosure under any Permitted Mortgage, or by means of a deed in lieu of foreclosure, or through settlement of or arising out of any pending or contemplated foreclosure action, such Mortgagee shall thereafter have the right to assign or transfer the Owner's right, title and interest hereunder to an assignee upon obtaining the City's consent with respect thereto, which consent shall not be unreasonably withheld or delayed. Upon such acquisition of the Owner's right, title and interest hereunder as described in the preceding sentence by either Mortgagee, or the assignee or nominee of Mortgagee, or the purchaser from Mortgagee, assignee or nominee, the City shall immediately execute and deliver a new agreement or amend this Agreement with such party, upon the written request therefor by such party given not later than one hundred twenty (120) days after such party's acquisition of the Owner's right, title and interest hereunder. Subject to the terms of Section 8.4 above, such new agreement or amended Agreement shall be substantially the same in form and content to the provisions of this Agreement, except with respect to the parties thereto, and the elimination of any requirements which have been fulfilled by the Owner prior thereto, and said agreement shall have priority equal to the priority of this Agreement. Upon execution and delivery of such new agreement or amended Agreement, the City shall cooperate with the new owner, at the sole expense of said new owner, in taking such action as may be necessary to cancel and discharge this Agreement and to remove Owner named herein from the Property. 8.6 Releases. The City agrees that upon written request of Property Owner and payment of all fees and performance of the requirements and conditions required of Owner by this Agreement with respect to the Property, or any portion thereof, the City shall execute and deliver to Owner appropriate release(s) of further obligations imposed by this Agreement in form and substance acceptable to the Orange County Recorder or as may otherwise be necessary to effect the release. 758-220 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 Agreement, their obligations are joint and several. 9.2 Entire Agreement, Waivers and Amendments. This Agreement constitutes the entire understanding and Agreement of the parties with respect to the matters set forth in this Agreement. This Agreement supersedes all negotiation or previous Agreements between the parties respecting this Agreement, including without limitation the Original Agreement. All waivers of the provision of this Agreement must be in writing and signed by the appropriate authorities of the City or of Owner. All amendments to this Agreement must be in writing signed by the appropriate authorities of the City and Owner, in a form suitable for recording in the Official Records of Orange County, California. Within ten (10) days following the effective date of this Agreement, a copy of this Agreement shall be recorded in the Official Records of Orange County, California. Upon the completion of performance of this Agreement or its revocation or termination, an appropriate Certificate of Completion acknowledging such occurrence signed by the appropriate agents of Owner and the 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) the 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 Agreement. 9.4 Incorporation of Recitals. The Recitals set forth in Section 1 of this Agreement are part of this Agreement. 9.5 Captions. The captions of this 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 Agreement. 9.6 Consent. Where the consent or approval of a party is required in or necessary under this Agreement, the consent or approval shall not be unreasonably withheld. 9.7 Covenant of Cooperation. The parties shall cooperate with, deal with each other in good faith, and assist each other in the performance of the provisions of this Agreement. 9.8 Time of Essence. Time is of the essence for each provision of this 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 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 758-221 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 Agreement. The parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this 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 the 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 Agreement to be recorded with the Office of the County Recorder of Orange County, California, within ten (10) days following the effective date ofthis Agreement. IN WITNESS WHEREOF, this Agreement has been executed by the City of Santa Ana, acting by and through its Mayor, pursuant to Ordinance No. authorizing such execution, and by Property Owner. Dated this _ day of ,200_. THE CITY OF SANTA ANA By DAVID N. REAM City Manager Approved as to Form: By JOSEPH W. FLETCHER City Attorney (signatures continued on next page) 758-222 (signatures continued from previous page) MAIN STREET CONCOURSE, LLC, A California Limited Liability Company By: TransAction Financial Corporation:. a California Corporation, Its Manager By Robert H. Bisno, Chief Executive Officer 758-223 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On this day of , 200_, before me, , a Notary Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the Mayor 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. NOTARY PUBLIC STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On this day of , 200_, before me, , a Notary Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the of ., the 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 Board. WITNESS my hand and official seal. NOTARY PUBLIC 758-224 EXHIBIT A Property Legal Description To be inserted 758-225 EXHIBIT B Property Site Plan To be inserted 758-226 EXHIBIT C Public Art Locational Plan 1. Public art valued at one-half of one percent (0.5%) of the project building permit valuation is required. Public art shall be comprised of a single art piece (or two or more pieces, as agreed to by the City's Planning Commission and Owner) to be placed along Main Street at one or two major entrances to the Project, with the final location to be determined as specified in paragraph 2.5 of this Agreement. 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. A comprehensive Public Art Plan indicating compliance with this requirement, and which proposes specific pieces of art for specific locations or applications, shall be submitted to the Planning Commission prior to the completion of the project's first phase. All public art approved by the Planning Commission in the Public Art Plan shall be completely installed as provided in paragraph 5.8.1 of this Agreement. Review and approvals required by the Planning Commission pursuant to sections 5.8, 5.8.1 or this Exhibit C may be delegated to a committee of same duly constituted pursuant to the Planning Commission's bylaws. 2. Art should be sited to complement features such as plaza or architectural components so that the art is an integral part of the development site. 3. Public art should be constructed using durable materials and finishes including but not limited to stone or metal. 4. No art piece provided pursuant to the public art requirement shall include advertising of any type, including but not limited to products, services or businesses. 5. All public art provided pursuant to the public art requirement shall be properly maintained at all times, be free of any graffiti and shall not incorporate any flashing or distracting form of illumination. 6. All art pieces approved and installed pursuant to the Public Art Plan shall remain on the project site and may not be removed without the approval of the Planning Commission. 7. Expenses Not Allowed from Art Allocation 1. Expenses to locate the artist (e.g., airfare for artist interviews, etc.) 11. Architect and Landscape Architect fees. iii. Landscaping around a sculpture 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. IV. Utility fees associated with activating electronic or water generated artwork. v. Lighting elements not integral to the illumination of the art piece. 758-227 VI. Publicity, public relations, photographs, educational materials, business letterhead or logos bearing artwork image. V11. Dedication ceremonies, including sculpture unveilings or grand openings. 8. To be eligible, the proposed work of public art shall not be: i. a mass produced object from a standard design; 11. a reproduction, whether produced by mechanical or other means, of an original work of art; iii. elements of building, designed by the building's architect, as opposed to a public artist commissioned for the express purpose of creating a unique work of public art; nor iv. a water feature, in whole or in part. 758-228 Development Agreement No. 04-04 EXHIBIT D Phasing Plan 758-229 ^~ PHASE -r~o Pf-\ASE ONE EXHIBIT E Remaining Offsite Mitigation Measures 758-230 Development Agreement No. 04-04 EXHIBIT F Residential Tower Study Area 0~' __ ~~~',~~r";;'fl,.~ 758-231 Vesting Tentative Tract Map No. 2004-06 October 25, 2004 Page 1 of 2 Findings of Fact A. The proposed project, as conditioned, and its design and improvements are consistent with the District Center land use designation of the General Plan and are otherwise consistent with all other elements of the General Plan and any applicable specific plans. Vesting Tentative Tract Map No. 2004-06 is consistent with the land use designation and density prescribed in the General Plan and will have no adverse affect on the surrounding land uses in the area. B. The proposed project, as conditioned, conforms requirements of the zoning and subdivision codes, applicable City ordinances. to all applicable as well as other 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. Vesting Tentative Tract Map No. 2004-06 is in keeping with the provisions of the site plan review (Development proj ect No. 2003-48) and Chapters 34 and 41 of the Santa Ana Municipal Code, all of which pertain to the subdivision of land and development standards for the site. Further, the map will be consistent with Zoning Ordinance Amendment No. 2004-06. C. The project site is physically suitable for the type and density of the proposed project. The project site consists of approximately 17 acres of land within Specific Development No. 59. The proposed subdivision contains many street frontages, allowing adequate frontage for each parcel. The site and parcels have been determined to be capable of supporting the type and density of the proposed proj ect. There are no physical constraints on the site to preclude development. ZOA 04-61EIR 04-1/DA 04-4 CUP 04-281SPR 05-5 VESTING TTM 04-6 EXHIBIT 8 758-232 Vesting Tentative Tract Map No. 2004-06 October 25, 2004 Page 2 of 2 D. The design and improvements of the proposed proj ect substantial environmental damage or substantially injure fish or wildlife or their habitat. will not cause and avoidable There are no wetlands or unusual flora or fauna on or around the project site. No development surrounding this site will be substantially affected by this proposal. Environmental Impact Report 2004-01 has been prepared for the proposed project, identifying potential impacts, over-riding considerations and mitigation measures aimed at reducing any environmental impact associated with this project. E. The design or improvements of the proposed proj ect will not cause serious public health problems. The proposed infill development is for mixed-use development and will be in compliance with all regulations and conditions specified in the Santa Ana Municipal Code and the Specific Development No. 59 development standards in conjunction with the proposed conditions and building requirements. F. The design of improvements of the proposed project will not conflict with easements necessary for public access through or use of the property within the proposed project. There are no easements that would affect the use or development of this site. Approval of Vesting Tentative Tract Map No. 2004- 06 will not create conflicts with the easements necessary for public access through the property, as no such easements currently exist. Public access will be allowed to the site, as this development as an urban project concept encourages pedestrian and public activity. 758-233 DECEMBER 13,2004 PAGE 1 OF4 Conditions for Approval Vesting Tentative Tract Map No. 2004-06 is approved subject to compliance to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the Uniform Fire Code, the Uniform Building Code, and all other applicable regulations. The applicant must comply in full with each and every condition listed below prior to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the conditional use permit. Failure to comply with each and every condition may result in revocation of the conditional use permit. A. Planning Division 1. Comply with all conditions and requirements from the Development Review Committee (DRC) for the development project (DP 03-48). 2. The Covenants, Conditions and Restrictions (CC&Rs) must oh~ll be revic.;ed ~nd approved by the Planning Manager prior to the issuance of any building permit ~pprov~l of the fin~l veoting tr~ct Ffl~p. Such CC&Rs must contain at a minimum, the following; a. Project Maintenance. b. Standards shall be established for the exterior maintenance of each unit within the community. c. Graffiti removal will be required within 48 hours. d. Assignment of repair of perimeter walls will be specified in the CC&Rs in the event of damage. e. CC&Rs are to be in effect in perpetuity. f. Any proposed modifications to the CC&Rs will require approval by the City of Santa Ana. g. The use of professional management to ensure a quality operation and maintenance. (Requested Modification by Staff) . 3. A final map must be approved and recorded prior to issuance of building permits. 7 5'S~~~4 DECEMBER 13,2004 PAGE20F4 4. The final map and all improvements required to be made or installed by the subdivider must be in accordance with the design standards and specifications of the Santa Ana Municipal Code and the requirements of the State Subdivision Map Act. 5. Two copies of the recorded final map and CC&Rs shall be submitted each to the Planning Division, Fire Department, Building Division and Public Works Agency within 10 days of recordation. 6. Prior to issuance of building permits, the interior building amenities shall be submitted for review by the Planning Division ~nd oh~ll be ~t the o~me or higher le~el of qu~lity ~o the 8~ntiago Ctreet Lofto (CUr 200~ 03) ~nd Oloon lofto (cur 2001 28) . The amenity package submitted for review shall include but not be limited to flooring, staircase railings, doors and hardware, kitchen appliances and cabinetry, countertopo dual bowl compartment 0 sinks and fixtures, b~throom oinJco tile walls, enclooure tiled showers- enclosures and kitchen countertops of stone tile or stone slab, or their equivalent. At minimum the amenities will include the equivalent or higher grade of a General Electric Monogram Series product line for the kitchen appliances. All cabinets shall be of a stain grade hard wood. (Requested Modification by Staff). 7. The applicant shall pprovide a plan for lighting and landscape maintenance. The lighting and landscape plan and design will be reviewed by Planning during the lighting plan check phase. 8. Development, operational and maintenance standards shall be established for the number, style and location of benches. These benches shall be reviewed and approved when the landscapes are submitted into plancheck. 9. Common area amenities shall comply with the following: a. Pursuant to the Plan (Exhibit 3), plazas, drive pedestrian walkways and common area amenities project, shall be completely installed prior issuance of a certificate of occupancy for the phase that includes the open space. aisles, for the to the project 758-235 DECEMBER 13,2004 PAGE30F4 10. Pedestrian walkways shall be provided through all lots to establish pedestrian connectivity throughout the project site as shown on the Plan (Exhibit 3). The amenities to be provided along this pathway shall include decorative concrete, accent lighting, landscape planters with vertical landscape as shown on the Landscape Plan. These improvements in each phase must be completed prior to occupancy of the first unit in the respective phases. 11. Benches and pedestrian seating shall be made of a durable material such as concrete or painted iron and be designed to minimize effects from vandalism, skateboarding and weather. 12. Trash receptacles shall be located in high-activity areas, such as plazas and other public open spaces. The style shall be compatible with other plaza furnishings. 13. All street furniture surfaces, pedestrian-level walls and amenities shall incorporate graffiti resistant coatings. 14. The courtyards in the residential development sites shall include amenities such as informal modern outdoor furniture and seating areas, decorative pavers, landscape trees, plant material and water features. (Requested Modification by Staff) . 15. Prior to issuance of building permits, amenities, materials and finishes shall and approval by the Planning Division. by Staff). the exterior building be submitted for review (Requested Modification 16. Prior to submittal into building plan check, revise plans to accommodate a minimum five feet clear. width planter along the northern property line of Lot 1 and Lot 2 as identified in Vesting Tentative Tract Map No. 2004-06. Such planter shall accommodate one 24-inch box tree for each 25 lineal feet. (Requested Modification by Staff). 17. Glass storefronts and windows within the retail compon~nt shall provide clear glass. The use of opaqu~or semi-opaque storefronts or glass is prohibited. (Requested Modification by Staff). 758-236 DECEMBER 13, 2004 PAGE40F4 18. Prior to submittal into building plancheck, revise the plans for the Pl, P2 and P3 residential product types to accommodate a trellis or architectural feature to better articulate the alley facades and provide a framework to support plant material. (Requested Modification by Staff). 19. The courtyard improvements in the residential component shall be completely installed prior to the issuance of any certificate of occupancy within the project phase that includes this portion of the parcel. (Requested Modification by Staff). 20. An open space area measuring a minimum of 70 feet in any direction and containing a minimum of .34 acres of land shall be located near the center of the residential project site and within Lot 2. The open space shall include informal modern outdoor furniture and seating areas, and landscape trees and material. 21. All garages shall provide insulated garage doors with automatic opener and transmitter. (Requested Modification by Staff) . 22. The appropriate electronic device shall be installed on the commercial portion of the site to en~mre all store carts be kept within the retail area including the surface parking area. (Requested Modification by Staff). 23. Prior to submittal into building plancheck, revise the plans for the Pl, P2 and P3 residential product types to accommodate a trellis or architectural feature to better articulate the alley facades and provide a framework to support plant material. (Requested Modification by Staff). 24. Prior to issuance of building permit~, submit for plan outlining the design of the fire access (Requested Modification by Staff). review a location. 25. Units designed to accommodate stacked washers and dryers shall provide such appliances. (Requested Modification by Staff). 758-237 Conditional Use Permit No. 2004-28 October 25, 2004 Page 1 of 2 Findings of Fact A. Will the proposed use provide a service or facility, which will contribute to the general welfare of the neighborhood or community? The proposed conditional use permit to allow the construction of 73 live-work studios will provide a residential living with opportunity to commercial businesses. The unique provision of space that can be utilized for dual purposes within a single unit provides a component integral to the mixed-use nature of the City Place project and the zoning goals. The injection of living and working space will provide a lifestyle that ha.s proven successful throughout urban areas wi thin the United States. A live-work project will add to the vibrant dynamics of a mixed-use project, increasing activity within the District Center designation of the General Plan. B. Will the proposed use under the case be detrimental to the health, persons residing or working in the circumstances of the particular safety or general welfare of the vicinity? The approval of the conditional use permit will not be detrimental to persons residing or working in the area because the use, as conditioned, will not create negative or adverse impacts. Environmental Impact Report 2004-01 has been prepared for the proposed project, identifying potential impacts, over- riding considerations and mitigation measures aimed at reducing any environmental impact associated with this project. The addition of persons within a large vacant portion of north Main Street will assist in promoting the economic viability and enhance the livability for this area. C. Will the proposed stability or future surrounding area? use adversely affect economic development the of present property economic in the The live-work studios are a suitable and appropriate use within the mixed-use project and the District Center setting. The addition of live-work studio space should increase the patronage to surrounding businesses, thereby enhancing the viability of the businesses. ZOA 04-61EIR 04-1/DA 04-4 CUP 04-281SPR 05-5 VESTING TTM 04-6 EXHIBIT 10 758-238 Conditional Use Permit No. 2004-28 October 25, 2004 Page 2 of 2 D. Will the proposed use comply with the regulations and conditions specified in the chapter of the Santa Ana Municipal Code for such use? As conditioned and the approval of Zoning Ordinance Amendment No. 2004-06, the proposed project will be in compliance with all applicable regulations and conditions imposed on live-work studios, pursuant to Chapter 41 of the Santa Ana Municipal Code. E. Will the proposed use affect the General Plan of the City? The proposed project will not adversely affect the General Plan. The live-work community is consistent with the General Plan Land Use Ele ent designation of District Center and the proposed amendmen s to Specific Development No. 59. The proposal is suppo ted by the Land Use Element Goal: 2.0, Promote land uses hich enhance the City's economic and fiscal viability; and Goa 3.0, To promote a balance of land uses to address basic community needs. A live-work community will assist to further the goals of the District Center designation of the General Plan. 758-239 DECEMBER 13, 2004 PAGE 1 OF4 Conditions for Approval Conditional Use Permit No. 2004-28 is approved subject to compliance to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the Uniform Fire Code, the Uniform Building Code, and all other applicable regulations. The applicant must comply in full with each and every condition listed below prior to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the conditional use permit. Failure to comply with each and every condition may result in revocation of the conditional use permit. A. Planning Division 1. Comply with all conditions and requirements from the Development Review Committee (DRC) for the development project (DP 03-48) . 2. The appropriate electronic device shall be installed on the commercial portion of the site to ensure all store carts be kept wi thin the cncloocd otructurc retail area including the surface parking area. (Requested Modification by Staff). 3. Any amendment to this conditional use permit must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or the conditional use permit must be amended. 4. The buildings shall be of wood or steel construction with a quality and durable exterior materials as shown on the architectural plans, material boards and material specifications submitted for this proj ect. (Requested Modification by Staff). 5 . The project shall be constructed Municipal Code Chapters 8 and units. in compliance with Santa Ana 41 pertaining to live-work EXHIBIT 11 758-240 DECEMBER 13, 2004 PAGE 2 OF4 6. Prior to issuance of building permits, the interior building amenities shall be submitted for review by the Planning Division ~nd oh~ll be ~t the o~me or higher le~el of qu~lity ~o the C~nti~go Ctreet Lofto (CUP 2001 03) ~nd Oloon lofto (CUP 2001 28) . The amenity package submitted for review shall include but not be limited to flooring, staircase railings, doors and hardware, kitchen appliances and cabinetry, countertopo dual bowl cOFflp~rtmento sinks and fixtures, b~throoFfl oinko tile walls, enclooure tiled showers- enclosures and kitchen countertops of stone tile or stone slab, or their equivalent. At minimum the amenities will include the equivalent or higher grade of a General Electric Monogram Series product line for the kitchen appliances. All cabinets shall be of a stain grade hard wood. (Requested Modification by Staff). 7. The project's units shall include two-car garages with seven of the residential units utilizing two, one care garage spaces per unit (one space of which is not attached) and work studio space on the first floor and living space on the second and third levels. (Requested Modification by Staff). 8. Baefl At minimum, seven of the lofts shall be designed to incorporate a B Occupancy (per the California Building Code) on the first floor of the work/studio space to enhance the viability of the work component and to emphasize the pedestrian-oriented design. (Requested Modification by Staff) . 9. Interior floor to ceiling heights will be a minimum of ten feet on the first floor and a minimum of nine feet on the second and third floor respectively. 10. The residential component of each live/workshop/studio unit shall meet the following standards: a. It shall have a space of residential living area. It shall have access to including a water closet, shower. at least 1,158 square feet of b. separate bathroom facilities a washbasin, and a bathtub or 758-241 DECEMBER 13,2004 PAGE30F4 c. It shall have separate kitchen facilities including a kitchen sink, cooking appliances and refrigerator. All such facilities shall have a clear working space of at least 30 inches in front. d. It shall comply with all Housing Code requirements as modified by Section 8-2700 of the Santa Ana Municipal Code. 11. Prohibit all first levels from any encroachment for use as bedroom space. 12. Covenants, Conditions, and Restrictions (CC&Rs) must be approved by the Planning Manager prior to the issuance of any building permit. Such CC&Rs must contain at a minimum, the following: a. Project Maintenance. b. Standards shall be established for the exterior maintenance of each unit within the community. c. Graffiti removal will be required within 48 hours. d. Assignment of repair of perimeter walls will be specified in the CC&Rs in the event of damage. e. CC&Rs are to be in effect in perpetuity. e. Any proposed modifications to the CC&Rs will require approval by the City of Santa Ana. f. The use of professional management to ensure a quality operation and maintenance. (Requested Modification by Staff) . 13. CC&R's shall include occupancy standards similar to the Olson live/work project. 14. A tentative tract map shall be approved prior to the applicant exercising the rights conferred by this conditional use permit. 15. This conditional use permit shall be null and void and of no force and effect unless and until the City Council, in the exercise of its sole discretion, approves a tentative tract map for this project. 16. All garages shall provide insulated garage doors with automatic opener and transmitter. (Requested Modification by Staff) . 758-242 DECEMBER 13,2004 PAGE40F4 17. Prior to issuance of building permits, the exterior building amenities, materials and finislles shall be submitted for review and approval by the Planning Division. (Requested Modification by Staff). 18. Prior to submittal into building plan check, revise plans to accommodate a minimum five feet clear width planter along the northern property line of Lot 1 and Lot 2 as identified in Vesting Tentative Tract Map No. 2004-06. Such planter shall accommodate one 24-inch box tree for each 25 lineal feet. (Requested Modification by Staff). 19. Glass storefronts and windows within the retail component shall provide clear glass. The use of opaque or semi-opaque storefronts or glass is prohibited. Requested Modification by Staff) . 20. Prior to submittal into building plancheck, revise the plans for the Pl, P2 and P3 residential product types to accommodate a trellis or architectural feature to better articulate the alley facades and provide a framework to support plant material. 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'" CI '" '" lL If) If) 0 ~ II! lL If) ~ II! , If) ll..1L '" ~ If) Ii: cL lr '" If) ... 1.)... _ 0 wO 0" 5~ i - '" '" . on on I ~ i g 8 ~ ~ ~ ~ f '" '" ;'d! ! ; ~ ! ~ ~ _ N ~ ~ ~ ~ ~ ~ Q S! ~ ~ gS! i i i i ~ i on on N N 00 II II I g i I II i I 00 I ; II I ~ S! ~ ; I II ~ ~~ o~ 0- ~ g~ ; :0 .. .. .. .. :0 :0 .. .. .. .. c; ;; ;0 :0 :0 :0 :0 :0 ~~ ~i ;;; .. ;;; .. .. '" ~ .. uJ!!_ co co co co co co ... :5 ~ :5 i z o ~ CD ~ is ~ " :J: g o '" U Ii! 11 "'lL City Place Traffic Volume Comparison Analysis The following analysis identifies how the traffic analysis for the City Place project would be affected by replacing the 2,000 square foot black box theater with 2,000 square feet of additional retail area. The analysis compares the overall daily traffic volumes and the AM Peak Hour and PM Peak Hour traffic volumes. Table 1 identifies the overall daily traffic volumes and the AM and PM Peak Hour traffic volumes for the City Place project with the 2,000 square foot black box theater. Table 2 identifies daily traffic volumes and the AM and PM Peak Hour traffic volumes for the City Place project with 2,000 square feet of additional retail area in lieu of providing the 2,000 square foot black box theater. As shown in Table 2, the substitution ofthe black box theater with additional retail area would have a insignificant impact on the overall daily traffic volumes and the AM and PM Peak Hour Traffic volumes generated by the City Place project. Without the black box theater and with the additional retail area, the overall daily traffic volumes generated from the project would decrease by 70 vehicle trips. Overall traffic volumes are used to measure roadway capacity impacts, air quality impacts and noise impacts. A reduction in 70 vehicle trips would have a slightly beneficial impact on roadway capacity, air quality emissions and mobile source noise levels. The reduction in the overall traffic volumes would not have any measurable effect on the analysis, conclusions or recommendations in the traffic report, air quality report or noise report prepared for the City Place EIR. Without the black box theater and with the additional retail area, the AM Peak Hour traffic volumes would increase by two vehicle trips and the PM Peak Hour traffic volumes would decrease by five vehicle trips. The AM and PM traffic volumes are used to measure intersection vehicle movements and associated level of service impacts. The changes to the AM and PM Peak Hour traffic volumes would not have any measurable effect on the level of service of any intersections within the project area and would not alter the traffic analysis, conclusions or recommendations provided traffic report prepared for the City Place EIR. EXHIBIT 17 7gl31:248 Table 1 Project Trip Generation Existing Project With 2,000 sq.ft. Black Box Theater ITE Trip Generation Land Use Code Size Daily AM Peak Hour PM Peak Hour In Out Total In Out Total In Out Total Townhomes 230 168 492 492 984 13 61 74 59 29 87 LivelW ork 230 74 217 217 434 6 27 33 26 13 38 Restaurants 931 21,900 985 985 1970 12 5 18 110 54 164 SF Retail 820 8,800 SF 189 189 378 6 4 9 16 17 33 Theater 443 2,000 SF 78 78 156 0 0 0 12 1 12 Market 850 25,000 1278 1278 2556 50 32 81 133 128 261 Total 3239 3239 6478 86 129 215 355 242 596 Table 2 Project Trip Generation 2,000 sq.ft. Additional Retail/Without 2,000 sq.ft. Black Box Theater ITE Trip Generation Land Use Code Size Daily AM Peak Hour PM Peak Hour In Out Total In Out Total In Out Total Townhomes 230 168 492 492 984 13 61 74 59 29 87 LivelW ork 230 74 217 217 434 6 27 33 26 13 38 Restaurants 931 21,900 985 985 1970 12 5 18 110 54 164 SF 10,800 Retail 820 SF 232 232 464 7 5 11 20 21 41 Market 850 25,000 1278 1278 2556 50 32 81 133 128 261 Total 3204 3204 6408 88 130 217 348 245 591 Page 2 of 2 758-249 RESOLUTION NO. 2005-016 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CERTIFYING AND APPROVING THE ENVIRONMENTAL IMPACT REPORT, APPROVING A MITIGATION MONITORING PROGRAM, AND ADOPTING CERTAIN FACTS, FINDINGS AND A STATEMENT OF OVERRIDING CONSIDERATIONS FOR THE PROPERTY LOCATED AT 2725 NORTH MAIN 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. Applicant is requesting approval of various entitlements in order to construct the City Place project, which is a mixed use development with 57,700 square feet of commercial space (being a mix of sit-down restaurants, retail and market); 73 for-sale, live-work lofts and 168 for-sale townhouses for the approximately 17.7 acres located at the northeast corner of Main Street and Memory Lane, 2775 North Main Street. B. On December 13, 2004, the Planning Commission held a duly noticed public hearing, and by a vote of 6:1 (Sinclair opposed) voted to recommend that the City Council: 1. Certify and adopt the Final Environmental Impact Report No. 2004-01, the Mitigation Monitoring Program, and the Statement of Overriding Considerations. 2. Adopt an ordinance amending to the Specific Development Plan No. 59 (SD-59) (lOA No. 2004-06). 3. Adopt a resolution approving a conditional use permit for 73 for-sale, live-work units (CUP No. 2004-28). 4. Adopt an ordinance approving an amended and restated Development Agreement (DA No. 2004-04). 5. Adopt a resolution approving Vesting Tentative Map No. 2004-06. 6. Adopt a resolution approving C. The City Council of the City of Santa Ana held a duly noticed public hearing on the abovesaid actions for City Place on February 7, 2005, and at that time considered all testimony, written and oral. D. Due to the size of the project and the impacts to the environment, a Draft Environmental Impact Report (EIR) was prepared for this project. In addition to soliciting comments from concerned citizens, impacted Resolution No. 2005-XXX Page 1 of 3 758-250 neighborhoods, state resource and trustee agencies, the Planning Commission held a noticed public hearing on October 25, 2004 to receive verbal comments on the Draft EIR. Following close of the public comment period on November 29, 2004, a document was prepared formally responding to all comments received, making minor clarifications to the Draft EIR and proposing a written mitigation monitoring plan. The Draft EIR and this supplemental document together comprise the Final EIR for this project. E. All attached documents, including the Final EIR, the mitigation monitoring plan, the 30+ pages of findings and approvals, the Request for Council Action, and the record of proceedings are incorporated herein by this reference as though fully set forth. This resolution incorporates by reference, as though fully set forth herein, the ordinance and resolutions referenced above and said Final Environmental Impact Report, Mitigation Monitoring Program, and Statement of Overriding Considerations, and all of their respective facts, findings and conclusions in support of this resolution and the findings made herein. Section 2. The City Council has reviewed and considered the information contained in the Final EIR prepared with respect to this Project. The City Council has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act ("CEQA") and the State CEQA Guidelines, the Final EIR meets all requirement of CEQA, including but limited to: finding that the Final EIR adequately addresses the impacts of the project; that it identifies and through the mitigation monitoring plan imposes all feasible mitigation measures which will reduce all of the significant environmental impacts of the Project to a level of insignificance, except those unavoidable impacts described more specifically in the statement of overriding considerations; discusses a reasonable range of alternatives to the Project; identifies the environmentally superior alternative; and based upon all of which and the record as a whole the Council chooses to approve the Project. The City Council hereby certifies and approves the Final EIR, the mitigation monitoring plan, the facts, findings and Statement of Overriding Considerations attached to this Resolution as Exhibits "A" and "B" respectively and incorporated herein by this reference, and directs that a Notice of Determination be prepared and filed with the County Clerk of the County of Orange in the manner required by law. Section 3. Pursuant to Title XIV, California Code of Regulations ("CCR") 9 735.5(c)(1), the City Council has determined that, after considering the record as a whole, there is no evidence that the proposed project will have the potential for any adverse effect on wildlife resources or the ecological habitat upon which wildlife resources depend. The proposed project exists in an urban environment characterized by paved concrete, roadways, surrounding buildings and human activity. Therefore, pursuant to Fish and Game Code 9 711.2 and Title XIV, CCR 9 735.5, the payment of Fish and Game Department filing fees is not required in conjunction with this project. Resolution No. 2005-XXX Page 2 of 3 758-251 ADOPTED this _ day of ,2005. Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph W. Fletcher City Attomey By: Benjamin Kaufman Chief Assistant City Attomey AYES: Council members NOES: Councilmembers ABST AI N: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, PATRICIA E. HEALY, Clerk of the Council, do hereby attest to and certify the attached Resolution 2005-016 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 Resolution No. 2005-XXX Page 3 of 3 758-252 :: ~ e 0... ;:: 'i:: S .;:; ~ ;:: .9 .... ~ Eo-< U e; o ~ j:l.,. ~ U -< ....:l j:l.,. ~ Eo-< ..... 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(J) s:: .- ~ ~ 0 1;l u {l ~ ...':l Cl., b() l::: 't .8 .:; ~ l::: .9 .... ~ .~ ~ .... .... o & 'l::: I ~ 'l::: ~ u ...':l Cl., .c- d s:.,., ~~ -:;"'-1 oi:> ~ ~ - l::: ~~ N o 758-259 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings CERTIFICATION OF THE FINAL ENVIRONMENTAL IMPACT REPORT, FINDINGS AND APPROVALS FOR THE CITY PLACE PROJECT 1.0 CERTIFICATION OF THE FINAL ENVIRONMENT AL IMPACT REPORT Pursuant to California Code of Regulations (CCR), Title 14, Section 15090, the City of Santa Ana hereby certifies the Final Environmental Impact Report ER-2004-01, State Clearinghouse No. 20040418 for the City Place project. The Final EIR was completed in compliance with the California Environmental Quality Act (CEQA), Public Resources Code Section 21000, et seq ~d the State CEQA Guidelines, CCR, Title 14, Section 15000, et seq. The City certifies that it lIas been presented with the Final EIR and that it has reviewed and considered the information in the Final EIR prior to approving the City Place project, as set forth herein. The City further certifies that the Final EIR reflects the independent judgment and analysis of the City of Santa Ana. The Final EIR consists of the Draft EIR, the Responses to Comments Report and the project Mitigation Monitoring Program (MMP). 2.0 FINDINGS Having received, reviewed and considered the information in the record before it, including the Final EIR, which is hereby incorporated by reference, the following Findings are hereby adopted by the City as required by CEQA (specifically, CCR, Title 14, Sections 15091 through 15093) in conjunction with the approval of the project, which is set forth below. The City is the Lead Agency for the environmental documentation for the project evaluated in the Final EIR. Based on the substantial evidence in the record before it, the City finds that the Draft and Final EIRs were prepared in compliance with CEQA and the CEQA Guidelines. The City finds that the Draft EIR was prepared by consultants retained by City staff, subject to independent review and judgment of the City. The City finds that it has independently reviewed and analyzed the Draft EIR and the Final EIR for the City Place project, that the Draft EIR which was circulated for public review reflected its independent judgment and that the Final EIR reflects the independent judgment of the City. The City has based its actions on full appraisal of all viewpoints, including all comments received up to the date of the adoption of these Findings, concerning the potential environmental impacts identified and analyzed in the Final EIR. In addition, the City has reviewed and considered the MMP, which is contained in the Final EIR and which describes the process to ensure implementation of the mitigation measures that have been incorporated in the approved project to reduce or avoid significant adverse impacts of the project on the environment. This MMP will ensure CEQA compliance during project implementation. 3.0 ENVIRONMENTAL REVIEW PROCESS 3.1 PROJECT BACKGROUND AND OBJECTIVES C:\Documents and Settings\BKaufmanILocal Settings \ Temporary Internet Files \OLKBI City Place findings. doc September 29, 2004 Page ~!!260 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings The City Place project site is in the northeast part of the City of Santa Ana and is generally bounded by Main Street to the west, Lawson Way to the east, Memory Lane to the south and Town and Country Street to the north. The City of Orange borders the project site to the north. Local access to the project site would be provided from Main Street and Memory Lane. Regional access to the project site would be provided by Interstate 5 (1-5) to the south and State Route 22 (SR 22) to the north. TransAction Companies, Ltd. is proposing the City Place project on the 17.7-acre project site. The project proposes a mixed use development with a total of 57,700 square feet of commercial uses, consisting of 21 ,900 square feet of restaurant uses, 33,800 square feet of retail uses, 2,000 square feet of restaurant/retail, 74 live/work residential units and 168 town homes. An internal loop road, Crescent Road, through the project site would separate the commercial and residential components of the project. The objectives for the City Place project are to: . Develop the site as a commercial and residential center that provides entertainment, shopping, dining and living opportunities for the residents of Santa Ana and surrounding areas, and that maximizes the advantages of the sites location on Main Street in terms of its visibility and proximity to SR 22. . Develop the vacant project site with land uses to help meet the retail and residential needs within the northeastern area of the City of Santa Ana. . Expand live/work residential opportunities in the City of Santa Ana. . Provide commercial space suitable to attract retail tenants consistent with existing retail uses in the immediately surrounding areas. . Provide a project that is consistent with the commercial and residential uses in the surrounding area and to contribute to the continued revitalization of the northeastern area of the City of Santa Ana. The City of Santa Ana is the Lead Agency for the EIR, as defined by Section 21067 of CEQA. The City of Santa Ana has determined that the EIR is required for the City Place project pursuant to Section 15063 ofthe CEQA Guidelines to assess the potential impacts resulting from approval of the project and other discretionary actions necessary for its implementation. This EIR is intended to serve as a project EIR for the City Place site plan approval and other related implementation actions. To implement the project, the City and/or other public agencies may consider various actions, permits and approvals. Other agencies may also consider the EIR in the review of project permits or other actions. The potential actions, permits and approvals for the proposed project are anticipated to include the following: C:\Documents and Settings IBKauftnan ILocal Settings I Temporary Internet Files I OLKB\ City Place findings. doc September 29, 2004 Page. 758-261 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings . Amendment to Specific Development Plan SD-58 to modify the adopted SD-58 to reflect the proposed commercial and residential uses and establish site development standards and parking requirements for the project. . Conditional Use Permit for the proposed live/work units. . Tentative Tract Map for condominium purposes. . Approval of a Development Agreement 3.2 DRAFT ENVIRONMENTAL IMPACT REPORT 3.2.1 Initial Study and Notice of Preparation The City of Santa Ana distributed a Notice of Preparation (NOP) of an EIR and an Initial Study (IS) for the City Place project on July 5, 2004, for a 30-day review period. The NOP/IS was distributed to the State Clearinghouse Office of Planning and Research, public agencies, utility and service providers, homeowners' associations and other interested parties in the project area. The NOP/IS is provided in Appendix A of the EIR. The distribution list for the NOP/IS is provided in Appendix B of the EIR. The City of Santa Ana received nine written responses to the NOP. Copies of these comment letters are provided in Appendix C of the EIR. 3.2.2 Scoping Meeting The City of Santa Ana conducted a public scoping meeting for the City Place project on July 28, 2004. The meeting was held from 5:30 PM to 7:00 PM, at the City of Santa Ana City Council Chambers, in the Santa Ana Civic Center. The notice of the scoping meeting was included in the Project NOP. A copy of the NOP scoping notice is provided in Appendix B in the EIR. Approximately eight individuals attended the scoping meeting. Five of the attendees submitted comment cards indicating the desire to be kept informed of future actions/activities concerning the City Place project. These cards are included in Appendix C in the EIR. Based on the findings of the IS and public input provided in response to the NOP, the Draft EIR evaluated the following environmental issues: aesthetics; air quality; cultural resources; hazardous materials; hydrology and water quality; noise; public services; transportation and circulation; land use; and utilities and service systems. 3.2.3 Draft EIR Circulation of the Draft EIR The City of Santa Ana circulated the Draft EIR for the City Place Project for public review between October 15,2004 and November 29,2004. The Responses to Comments Report (RTC) documents the public review and comment period for the Draft EIR. The Notice of Completion C:\Documents and Settings \BKaufman ILocal Settings \ Temporary Internet Files IOLKBI City Place findings. doc September 29, 2004 Page. 758-262 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings and the Notice of Availability (NOA) for the Draft EIR are provided in Appendix A of the RTC Report. The NOA was published in the Orange County Register on October 15, 2004, posted on the project site and filed with the Orange County Clerk. The distribution list for the Draft EIR is provided in Appendix B in the R TC Report. The written comments received on the Draft EIR included comment letters and written comments provided to the Planning Commission during the public hearing. Written comments on the Draft EIR for the City Place project were received from the following: State. Regional and Local Agencies California Department of Transportation Governor's Office of Planning and Research Southern California Association of Government Orange County Transportation Authority City of Irvine City of Orange Businesses. Groups and Organizations Park Santiago Neighborhood Association Draft EIR Committee Members of the General Public Jeff Dickman Philip Schwab Planning Commission Public Hearing A public hearing was held on the Draft EIR for the City Place project as part of the regularly scheduled October 25, 2004 City of Santa Ana Planning Commission meeting. This meeting was held in the City of Santa Ana Council Chambers (22 Civic Center Plaza, Santa Ana). The purpose of the meeting was to receive public comments on the Draft EIR. Appendix D in the RTC Report provides a list of all the persons who spoke at the Planning Commission public hearing. The transcript from the public hearing is also provided in the RTC Report. Second Planning Commission Public Hearing A second public hearing with the Santa Ana Planning Commission was held on the Draft EIR for the City Place project on December 13, 2004. This meeting was held in the City of Santa Ana Council Chambers (22 Civic Center Plaza, Santa Ana). The purpose of the meeting was to review response to comments on the Draft EIR and to receive additional public comments on the Draft ErR At the conclusion of the meeting, the Santa Ana Planning Commission recommended the City Council certify the Draft EIR for the City place project. Appendix E in the RTC Report provides a list of all the persons who spoke at the Planning Commission public hearing. The transcript from the public hearing is also provided in the RTC Report. C:\Documents and Settings\BKaufman\Local Settings I Temporary Internet Files I OLKB \ City Place findings. doc September 29, 2004 Page. 758-263 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings Written Responses to Written Comments and Input from the Planning Commission Public Hearing The City evaluated the comments on environmental issues received from persons who reviewed the EIR. In accordance with CEQA, the City prepared written responses describing the disposition of significant environmental issues raised in these comments. As required by CEQA, the City has provided to each of the public agencies that commented on the Draft EIR responses to the comments received from that agency at least ten days prior to the certification of the Final EIR. The Final EIR provided adequate, good faith and reasoned responses to the comments. Pursuant to Section 15088.5 of the CEQA Guidelines, a lead agency is required to recirculate an EIR when significant new information is added to the EIR after the Notice of Availability is given, but before certification. The term "information" specifically includes: (i) Changes to the project, (ii) Changes in the environmental setting or (iii)Additional new data or other information. Section 15088.5 of the CEQA Guidelines further provides that". ..new information added to an EIR is not "significant" unless the EIR is changed in a way that deprives the public of a meaningful opportunity to comment upon a substantial adverse environmental effect of the project or a feasible way to mitigate or avoid such an effect (including a feasible project alternative) that the project's proponents have declined to implement." The City has reviewed the comments received on the Draft EIR and the responses to those comments as well as other text changes and references that have been incorporated into the Final EIR. Since the release of the Draft EIR for public review, there have been no changes to the project; no changes in the environmental setting; and no additional data or information were added to the EIR which would deprive the public of a meaningful opportunity to comment on the project. Therefore, having reviewed the information contained in the Draft and Final EIRs and in the administrative record, as well as the requirements under Section 15088.5 of the CEQA Guidelines regarding recirculation of draft EIRs, the City hereby finds that there is no new significant information and no need to recirculate the EIR. Therefore, the Final EIR has been prepared and considered by the City. 3.2 FINAL ENVIRONMENTAL IMPACT REPORT The City has prepared a Final EIR for the City Place project. In accordance with the requirements of CEQA and the CEQA Guidelines, the Final EIR consists of: (a) The Draft EIR; (b) Comments and recommendations received on the Draft EIR, provided in the RTC Report; C:\Documents and Settings\BKaufrnanlLocal Settings I Temporary Internet Files IOLKBI City Place findings. doc September 29, 2004 Page. 758-264 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings (c) A list of persons, organizations and public agencies commenting on the Draft EIR, provided in the R TC Report; (d) The City's responses to the comments received on the Draft EIR, provided in the RTC Report; (e) The Final MMP and (f) Other information added by the City, including all documents incorporated by reference. 4.0 PROJECT IMPACTS AND DISPOSITION OF RELATED MITGATION MEASURES IDENTIFIED IN THE FINAL EIR The analysis in the Final EIR identifies all the significant adverse environmental impacts of the City Place project. All the mitigation measures identified in the Final EIR are included in the project approval and are made conditions of the City Place project. The following Findings are made with respect to each significant adverse environmental impact of the City Place project.. In addition, the following Findings provide a description of the potential adverse impacts of the project and the mitigation measures in support of the Findings. Potentially significant adverse impacts of a project can be divided into two categories: · Potentially significant adverse impacts, which can be mitigated to below a level of significance, based on implementation of identified project enhancement measures, project mitigation measures and/or City of Santa Ana standard conditions of approval. · Potentially significant adverse impacts which can be partially mitigated, but not to below a level of significance. As described later in these Findings, the City Place project will result in some significant adverse impacts, which cannot be mitigated to below a level of significance. For each potentially significant adverse impact of the City Place project, one of the following findings must be made, including the provision of facts supporting each finding: . Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. . Such changes or alterations are within the responsibility and jurisdiction of another public agency and not the agency making the finding. Such changes have been adopted by such other agency or can and should be adopted by such other agency. . Specific economic, legal, social, technological or other considerations, make infeasible the mitigation measures or project alternatives identified in the Final EIR. C:\Documents and SettingslBKaufmanILocal Settings \ Temporary Internet Files I OLKB I City Placejindings.doc September 29, 2004 Page. 758-265 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings 4.1 POTENTIALLY SIGNIFICANT ADVERSE IMP ACTS OF THE CITY PLACE PROJECT WHICH CANNOT BE MITIGATED TO BELOW A LEVEL OF SIGNIFICANCE Potentially significant adverse impacts of the City Place project, which cannot be mitigated to below a level of significance are described in this Section. The City of Santa Ana City Council finds that these potentially significant adverse impacts of the City Place project would not be mitigated to below a level of significance, after implementation of the project mitigation measures. A Statement of Overriding Considerations (SOC) has been prepared to address these unavoidable significant adverse impacts of the City Place project, as described later in Section 7.0 (Statement of Overriding Considerations). 4.1.1 Impacts Related to Short Term Air Quality Impacts Potentially Significant Adverse Impact Related to Short-Term Construction NOx Emissions As described in Section 4.3 in the EIR, the City Place project will result in significant adverse short-term nitrogen oxides (NOx) emissions as a result of the use of construction equipment vehicle exhaust. Finding Related to Construction NOx Emissions Specific economic, legal, social, technological or other considerations, make infeasible the mitigation measures or project alternatives identified in the Final EIR. Facts in Support of the Finding Related to Construction NOx Emissions There are no feasible mitigation measures to substantially reduce NOx emISSIons during construction. Therefore, the significant adverse impact during construction of the City Place project related to NOx emissions cannot be reduced to below a level of significance. Compliance with the following project enhancement measures will lessen air quality impacts during construction. AQ-l All trucks hauling dirt, sand, soil or other loose materials off site shall be covered or wetted or shall maintain at least two feet of freeboard (i.e., minimum vertical distance between the top of the load and the top ofthe trailer). AQ-2 Streets shall be swept hourly if visible soil material has been carried onto adjacent public paved roads (reclaimed water shall be used if available.) AQ-3 All active sites shall be watered at least twice daily. AQ-4 All grading activities shall be scheduled to avoid first stage smog alerts. All grading activities that result in dust generation shall cease during second stage smog alerts and periods of high winds (i.e., greater than 25 mph) if dust is being transported to off-site locations and cannot be controlled by watering. C:\Documents and SettingsIBKaufmanILocal Settings \ Temporary Internet Files I OLKB\ City Place findings. doc September 29, 2004 Page 758-266 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings AQ-6 The project applicant will be required to name a construction relations officer to act as a community liaison concerning on site construction activity, including resolution of issues related to dust generation from grading/paving activities. AQ-8 After January 1,2005, no person shall conduct an active operation with a disturbed surface area of five or more acres, or with a daily import or export of 100 cubic yards of bulk material without utilizing at least one of the measures listed below. . Install a pad consisting of washed gravel (minimum-size: one inch) maintained in a clean condition to a depth of at least six inches and extending at least 30-feet wide and at least 50- feet long. . Pave the surface extending at least 100-feet and at least 20-feet wide. . Utilize a wheel shaker/wheel spreading device consisting of raised dividers (rails, pipe, or grates) at least 24-feet long and 10-feet wide to remove bulk material from tires and vehicle undercarriages before vehicles exit the site. . Install and utilize a wheel washing system to remove bulk material from tires and vehicle undercarriages before vehicles exit the site. . Any other control measures approved by the Executive Officer and the U.S. EP A as equivalent to the actions specifies in subparagraphs (d)95)(A) through (d)(5)(D). Level of Significance of Impacts Related to Construction NOx Emissions The short term adverse impacts of the City Place project related to NOx emISSIons during construction cannot be mitigated to below a level of significance. 4.1.2 Impacts Related to Long Term Air Quality Impacts Potentially Significant Adverse Impact Related to Long Term Operational NOx, CO and ROG Emissions As described in Section 4.3 in the EIR, the operation of the City Place project will result in adverse air quality impacts related to regional NOx, carbon monoxide (CO) and reactive organic gases (ROG) emissions. Finding Related to Long Term Regional NOx, CO and ROG Emissions Specific economic, legal, social, technological or other considerations, make infeasible the mitigation measures or project alternatives identified in the Final EIR. Facts in Support of the Finding Related to Long Term Regional NOx, CO and ROG Emissions C:IDocuments and SettingsIBKaufmanILocal Settings I Temporary Internet Files I OLKBI City Place findings. doc September 29, 2004 Page, 758-267 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings There are no feasible mitigation measures to substantially reduce NOx, CO and ROG emissions during operation of the proposed project. Therefore, the significant adverse impacts during operation of the City Place project related to regional NOx, CO and ROG emissions cannot be reduced to below a level of significance. Compliance with the following project enhancement measure will lessen air quality impacts AQ-7 The project shall comply with SCAQMD Rule 402 - Nuisances in the Siting of Trash Bins and Exhausts of Restaurant Cooking Fumes. Level of Significance oflmpacts Related to Long Term Regional NO". CO and ROG Emissions The adverse operational impacts of the City Place project related to long term operational NOx, CO and ROG emissions cannot be mitigated to below a level of significance. 4.1.3 Cumulative Impacts Related to Air Quality Potentially Significant Cumulative Adverse Impact Related to Air Ouality As discussed above, the construction related NOx emissions of the proposed project and the operations related NOx, ROG and CO emissions of the proposed project would exceed the applicable South Coast Air Quality Management District (SCAQMD) thresholds for these criteria pollutants. The impacts from the proposed project plus related cumulative projects would additionally contribute to cumulatively significant adverse emissions in the South Coast Air Basin (Basin), which is already a nonattainment area. This impact is significant and adverse and cannot be mitigated to below a level of significance. Regional programs to reach air quality goals and standards will be adhered to by the cumulative projects, reducing the impact. However, the incremental increase is considered significant and adverse when added to the existing nonattainment levels of the Basin. Finding Related to Cumulative Air Qualitv Specific economic, legal, social, technological or other consideration, make infeasible the mitigation measures or project alternatives identified in the Final EIR. Facts in Support ofthe Finding Related to Cumulative Air Quality There are no feasible mitigation measures to substantially reduce NOx emISSIOns during construction and regional NOx, CO and ROG emissions during operation ofthe proposed project. Therefore, the significant adverse air quality impacts during construction and operation of the City Place project cannot be reduced to below a level of significance. Therefore, the City Place project will contribute cumulatively to adverse air quality impacts in the Basin. Level of Significance of Impacts Related to Cumulative Air Quality C:\Documents and SettingsIBKaufmanILocal Settings I Temporary Internet FileslOLKBlCity Placefindings.doc September 29, 2004 Page 758-268 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings The contribution of the City Place project to cumulatively adverse impacts related to NOx emissions during construction and NOx, CO and ROG emissions during operation cannot be mitigated to below a level of significance. 4.1.4 Impacts Related to Transportation Potentially Significant Adverse Impacts To The Intersection of Main Street and 1 ih Street As described in Section 4.9 in the EIR, the long-term operation of the City Place project will result in significant adverse traffic impacts at the intersection of Main Street and 1 ih Street. Finding Related to ImlJacts To The Intersection of Main Street and 17th Street Specific economic, legal, social, technological or other consideration, make infeasible the mitigation measures or project alternatives identified in the Final EIR. Facts in Support of the Finding Related to Impacts To The Intersection of Main Street and 1 ih Street As described in Section 4.9 of the EIR, there are no feasible mitigation measures to reduce project traffic impacts at the intersection of Main Street and 1 ih Street to a level that is less than significant. Level of Significance of Impacts Related to Impacts To The Intersection Of Main Street and 1 ih Street The project traffic impacts at the intersection of Main Street and 1 ih Street cannot be mitigated to below a level of significance. 4.2 POTENTIALLY SIGNIFICANT ADVERSE IMPACTS OF THE CITY PLACE PROJECT, WHICH CAN BE MITIGATED TO BELOW A LEVEL OF SIGNIFICANCE Potentially significant adverse impacts of the City Place project, which can be mitigated to below a level of significance are described in this Section. The City of Santa Ana City Council finds that these potentially significant adverse impacts of the project would be mitigated to below a level of significance, after implementation of the identified project mitigation measures. 4.2.1 Impacts Related to Air Quality Potentially Significant Adverse Impacts Related to Short Term Air Ouality Impacts During construction of the City Place project, ROG emissions from the application of architectural coatings would exceed the SCAQMD daily construction emission thresholds for ROG. C:\Documents and SettingsIBKaufmanlLocal Settings I Temporary Internet Files I OLKB\ City Place findings. doc September 29.2004 Page 758-269 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings Findings Related to Short Term Air Quality Impacts Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Short Term Air Quality Impacts Implementation of mitigation measure AQ-5, provided below, will substantially lessen the adverse impacts of the City Place project related to ROG emissions during construction, and will reduce this potentially significant adverse impact to below a level of significance. AQ-5 The developer shall use zero Volatile Organic Compounds (VOC) content architectural coatings during the construction of the project to the maximum extent feasible. This measure will reduce VOC (ROG) emissions by 95 percent over convention architectural coatings. The following web sites provide lists of manufacturers of zero VOC content coatings: http://www .aqmd.gov/business/brochures/zerovoc.html hrtp://www.delta-institute.orglpublications/paints.pdf http://www .c1eanaircounts.org/factsheets/FS%20PDF ILow%20VOC%20Paint.pdf Level of Significance of Impacts Related to Short Term Air Quality Impacts The adverse impacts of the City Place project related to ROG emissions during construction will be mitigated to below a level of significance based on the implementation of mitigation measure AQ-5. 4.2.2 Impacts Related to Impacts To Cultural Resources Potentially Significant Adverse Impacts Related to Cultural Resources As discussed in Section 4.4 in the EIR, there is potential that construction of the City Place project could have a significant adverse impact on unknown cultural resources which might exist on the project site. Findings Related to impacts to Cultural Resources Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support ofthe Finding Related to Impacts to Cultural Resources Implementation of mitigation measures C-I and C-2, provided below, will substantially lessen the adverse impacts of the City Place project related to cultural resources during construction, and will reduce this potentially significant adverse impact to below a level of significance. C:\Documents and Settings\BKaufmanILocal Settings I Temporary Internet Files \ OLKB \ City Place findings. doc September 29, 2004 Page 758-270 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings C-l If buried cultural material is encountered during project construction, the construction contractor shall immediately stop work within immediate vicinity of the finding and the City's Environmental Coordinator shall be contacted for appropriate action. C-2 If human remains are encountered during construction activities, work shall cease and the Orange County Coroner's Office and the Native American Heritage Commission shall be notified. A course of action will be agreed upon regarding the treatment of said remains with the Orange County Coroner's Office or in compliance with the Native American Graves Protection and Repatriation Act (NAGPRA) and the Native American Heritage Commission if the remains are determined to of Native American origin. This process can involve, but is not limited to re-interment of said remains on- or ff site, donation to museums or schools for the promotion of archaeological body of record or other arrangements as agreed upon by the consultation process with the Native American descendents or their representative. Level of Significance of Impacts Related to Cultural Resources The adverse impacts of the City Place project related to cultural resources during construction will be mitigated to below a level of significance based on the implementation of mitigation measures C-l, and C-2, provided above. 4.2.3 Impacts Related to Hydrology and Water Quality Potentially Significant Adverse Impacts Related to Water Quality Impacts As discussed in Section 4.6 in the EIR, the construction and operation of the City Place project may result in the potential for significant adverse impacts to water quality associated with contaminants on the site being carried from the site in runoff. Findings Related to Water Quality Impacts Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support ofthe Finding Related to Water Quality Impacts Implementation of mitigation measures W-3 during construction and W-4 during operation, provided below, will substantially lessen the adverse impacts of the City Place project related to water quality during construction, and will reduce this potentially significant adverse impact to below a level of significance. For Construction (Storm Water Pollution Prevention Plan (SWPPP) W -3 Prior to the commencement of soil disturbing activities, the project proponent shall submit for approval to the Regional Water Quality Control Board (RWQCB), a Notice of Intent to C:\Documents and Settings\BKaufman\Local Settings I Temporary Internet FilesIOLKB\City Place findings. doc September 29,2004 Page 758-271 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings be covered under the Storm Water Permit. Additionally, the project proponent shall prepare a SWPPP which will require implementation of Best Management Practices (BMPs). The project proponent shall implement the SWPPP and will modify the SWPPP as directed by the Storm Water Permit. These provisions shall be included in the plan notes. The SWPPP shall include all of or a combination of specific BMPs as follows: a) Sediment for areas disturbed by construction shall be retained on site using structural controls such as sandbags, fencing or retention ponds. b) Stockpiles of soil shall be properly contained to eliminate or reduce sediment transport from the site to the streets, drainage facilities or adjacent properties via runoff, vehicle tracking or wind. c) Appropriate BMPs for construction-related materials, wastes, spills or residues shall be implemented to minimize transport for the site to streets, drainage facilities or adjoining properties. d) Runoff from equipment and vehicle washing shall be contained at construction sites unless treated to reduce or remove sediment and other pollutants. e) All construction contractor and subcontractor personnel are to be made aware of the required BMPs and good housekeeping measures for the project site and any associated construction staging areas. t) At the end of each day of construction activity, all construction debris and waste materials shall be collected and properly disposed of in trash or recycle bins. g) Any designated smoking area shall have an appropriate cigarette waste receptacle that is fitted to not allow cigarette butts to enter storm water or drains during rain or high winds. All contractor and subcontractor personnel will be directed to dispose of cigarette butts in these receptacles. For Post-Construction (Water Qualitv Management Plant (wQMP) W -4 Prior to finalizing design plans, a WQMP shall be prepared addressing post construction storm water runoff. This will consist primarily of structural BMPs addressing the urban runoff from the site. As part of the final design plans for the parking lot, drainage for the parking area shall be fitted with structural BMPs to reduce or eliminate urban runoff in the form of catch basins with filters (most likely fossil) or other equivalent filtration device that are regularly maintained and cleared so as to remain effective throughout the storm season. Regular clearing of large debris after a storm to shall be incorporated into the ongoing maintenance program for the City Place project site. Level of Significance of Impacts Related to Water Qualitv C:IDocuments and Settings\BKauftnanILocal Settings I Temporary Internet FilesIOLKB\City Place findings. doc September 29, 2004 Page 758-272 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings The adverse impacts of the City Place project related to water quality will be mitigated to below a level of significance based on implementation of measures W-3 and W-4. Potentially Significant Adverse Impacts Related to Drainage As discussed in Section 4.6, the development of the project site for the proposed project will result in a substantial increase in the amount of impervious surfaces on the site which could result in increase storm water runoff and potential drainage impacts. Findings Related to Drainage Impacts Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Drainage Impacts Implementation of mitigation measures W-l and W-2, provided below, will substantially lessen the adverse impacts of the City Place project related to drainage, and will reduce this potentially significant adverse impact to below a level of significance. W -1 Prior to issuance of grading permits, the applicant shall submit a final drainage plan identifying the exact size and location of drainage facilities. W-2 The applicant shall construct facilities on the project site to transport storm water from the site to the City's drainage facilities. All such facilities will be subject to the review and approval of the City Engineer and shall be installed prior to the issuance of occupancy permits. Level of Significance of Impacts Related to Drainage Impacts The adverse impacts of the City Place project related to drainage will be mitigated to below a level of significance based on implementation of measures W-l, and W-2. 4.2.4 Impacts Related to Noise Findings Related to Operational Interior Noise Impacts Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Operational Interior Noise Impacts As discussed in Section 4.7 of the EIR, the interior of the residential structures fronting Main Street, Memory Lane and Lawson Way may be exposed to noise from traffic in excess of interior standards, 45 dBA CNEL. Therefore, mitigation measure N-5 below will ensure that interior standards are met through appropriate design of these structures. C:\Documents and SettingsIBKaufmanILocal Settings \ Temporary Internet Files \OLKB\ City Place findings. doc September 29, 2004 Page 758-273 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings N-5 Noise insulation would be installed to ensure that California's title 24 interior noise standard of 45 dBA CNEL is achieved for those residences abutting Main Street, Memory Lane and Lawson Way. This noise insulation would include sound rated doorways, windows, baffling and other measures to ensure compliance of the interior noise standard. An acoustic engineer shall be retained during the design and installation of the noise insulation to ensure the required level of noise attenuation meets interior noise standards. An acoustical report shall be prepared and approved that identifies the building materials needed to meet the Title 24 Interior Noise Standard. Level of Significance of Impacts Related to Operational Interior Noise Impacts The adverse impacts of the City Place project related to operational interior noise will be mitigated to below a level of significance based on the implementation of mitigation measure N- 5. 4.2.5 Impacts Related to Traffic Findings Related to Impacts at Intersection of Main Street and La Veta Avenue Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Impacts At the Intersection of Main Street and La V eta Avenue As discussed in Section 4.9 of the EIR, for the 2006 traffic conditions, the intersection of Main Street and La Veta Avenue will operate at unacceptable LOS E both with and without the project during the PM peak. The implementation of mitigation measure T -1 and T -2 below will improve the level of service to acceptable LOS D in the PM peak for both opening year (2006) and 2025. T -1 Prior to the issuance of certificate of occupancy permits, and subject to the approval of the City of Orange, the applicant shall restripe the intersection of Main Street and La V eta Avenue to provide an additional northbound through lane and convert the existing westbound right-turn lane to an optional thru-right turn lane. T -2 Prior to the issuance of building permits the applicant shall pay Transportation System Impact Area fees to be deposited with the joint powers authority. Level of Significance of Impacts Related to Impacts at the Intersection of Main Street and La V eta Avenue The adverse impacts ofthe City Place project related to impacts at the intersection of Main Street and La V eta Avenue will be mitigated to below a level of significance based on implementation of measures T-l and T-2. C:\Documents and Settings\BKaufmanlLocal Settings \ Temporary Internet FilesIOLKB\City Placejindings.doc September 29,2004 Page 758-274 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings Findings Related to Impacts at Lawson Way Segment Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support ofthe Finding Related to Lawson Way Segment As discussed in Section 4.9 of the EIR, in 2025, the segment of Lawson Way between Memory Lane and Town Country road will be significantly impacted by project related traffic. The implementation of mitigation measure T -3 and T -4 below will improve the level of service to acceptable LOS A for 2025 traffic conditions. T -3 Prior to issuance of certificate of occupancy permits the applicant shall coordinate with the City of Orange for the removal of on street parking along Lawson Way between Memory Lane and Town and Country Road. This will require approval from the City of Orange Traffic Commission T -4 Prior to the issuance of certificate of occupancy permits, and subject to the City of orange's approval, the applicant shall restripe Lawson Way to provide two lanes in direction between Memory Lane and Town Country Road. Level of Significance of Impacts Related to Impacts at the Lawson Way Segment The adverse impacts ofthe City Place project related to impacts at the Lawson Way segment will be mitigated to below a level of significance based on implementation of mitigation measures T- 3 and T-4. Findings Related to Impacts at Intersection of Memory Lane and Lawson Way Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Impacts at Intersection of Memory Lane and Lawson Way As discussed in Section 4.9 of the EIR, the planning warrant analysis shows that traffic signal installation is warranted at the intersection of Lawson Way and Memory Lane. The implementation of mitigation measure T -5 below will ensure that intersection will operate at an acceptable level of service. T -5 Prior to the issuance of certificate of occupancy permits the applicant shall pay full costs for a traffic signal at Memory Lane and Lawson Way. Level of Significance of Impacts Related to Impacts at the Intersection of Memory Lane and Lawson Wav C:\Documents and SettingslBKaufmanILocal SettingslTemporary Internet Files IOLKB\ City Place findings. doc September 29, 2004 Page 758-275 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings The adverse impacts of the City Place project related to impacts at the intersection of Memory Lane and Lawson Way will be mitigated to below a level of significance based on implementation of mitigation measure T-5. 4.2.5 Impacts Related to Public Services Findings Related to Impacts on Parks/Recreation Facilities Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Impacts on Parks/Recreation Facilities As discussed in Section 4.8 of the EIR, implementation of the City Place project would increase the demand for parks and recreation facilities and would further the open space/population ratio imbalance in the City. The implementation of mitigation measures P-3 and P-4 would reduce potential impacts to a level that is below significant. P-3 Prior to the issuance of certificate of the first occupancy permit, the proposed project shall comply with the City's public parkland dedication requirements through provision of private open space, land dedication, fees or other vehicles acceptable to the City. P-4 Prior to the issuance of the first certificate of occupancy permit, the applicant shall fully pay to install a signalized pedestrian mid-block crossing on Memory Lane from the City Place project to Santiago Park. Level of Significance oflmpacts Related to Parks and Recreation Facilities The adverse impacts of the City Place project related to parks and recreation facilities will be mitigated to below a level of significance based on implementation of measures P-3 and P-4. 4.2.6 Impacts Related to Geology Findings Related to Seismic Shaking Impacts Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support ofthe Finding Related to Seismic Shaking Impacts As discussed in Section 3.7 of the EIR, the City Place project could be subject seismic shaking impacts in the event an earthquake occurs within the vicinity of the project site. The implementation of mitigation measure G-2 would reduce potential impacts to a level that is below significant. C:\Documents and Settings\BKaufmanILocal Settings I Temporary Internet Files IOLKB I City Placejindings.doc September 29, 2004 Page 758-276 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings G-2 Prior to the issuance of grading permits, the proposed project shall submit a site specific geotechnical report that addresses and identifies the seismic constraints on the project site, building loads and design recommendations to reduce potential seismic impacts to a level less than significant. Level of Significance of Impacts Related to Seismic Shaking Impacts The adverse impacts of the City Place project related to parks and recreation facilities will be mitigated to below a level of significance based on implementation of mitigation measure G-2. Findings Related to Geologic Stability Impacts Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Geologic Stability Impacts As discussed in Section 3.7 of the EIR, the City Place project site is subject to geologic constraints that could impact the geotechnical stability of the project. The implementation of mitigation measure G-l would reduce potential impacts to a level that is below significant. G-l Prior to the issuance of grading permits, the proposed project shall submit a site specific geotechnical report that addresses and identifies soil constraints on the project site, building loads and design recommendations to ensure the geologic stability of the project. Level of Significance of Impacts Related to Geologic Stability Impacts The adverse impacts of the City Place project related to geologic stability will be mitigated to below a level of significance based on implementation of mitigation measure G-l. 4.3 IMPACTS FOUND ADVERSE, BUT NOT SIGNIFICANT AND PROJECT ENHANCEMENT MEASURES TO MINIMIZE IMP ACTS Potentially adverse, but not significant impacts are identified in this section. Project enhancement measures are identified to minimize adverse impacts associated with implementation of the City Place project. 4.3.1 Impacts Related to Construction Noise Findings Related to Construction Noise Project enhancement measures have been required in, or incorporated into, the project which lessen construction related impacts as identified in the EIR. Facts in Support of the Finding Related to Construction Noise C:\Documents and Settings \BKaufman ILocal Settings I Temporary Internet Files I OLKBI City Place findings. doc September 29, 2004 Page 758-277 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings As discussed in Section 4.7 in the EIR, although the construction of the City Place would not result in significant adverse noise impacts, project enhancement measures N-l, N-2, N-3 and N-6 below are incorporated in the proposed City Place project to minimize the generation of noise during construction. N-l During all site preparation, grading and construction, the contractor will be required to ensure that all construction equipment is in proper operating condition and fitted with standard factory noise attenuation features. All equipment shall be properly maintained to assure that no additional noise, due to worn or improperly maintained parts, would be generated. N-2 During final design, the applicant will prepare a traffic haul plan for review and approval by the City of Santa Ana. The contractor will be required to use only the approved haul routes to minimize exposure of sensitive receptors to potential adverse noise levels from hauling operations. N-3 During all site preparation, grading and construction, the contractor will be required to site all construction staging and storage areas away from Lawson Way, to minimize noise impacts on the senior citizen retirement facility on the east side of Lawson Way N-6 Construction operations for the proposed project shall be limited to 7:30 AM to 4:30 PM Monday through Saturday, and no construction operations on Sunday or Federal Holidays. Level of Significance of Impacts Related to Construction Noise Construction related noise impacts associated with the project would be less than significant. Findings Related to Qr>erational Exterior Noise Impacts Project enhancement measures have been required in, or incorporated into, the project which lessen operational exterior noise impacts as identified in the EIR. Facts in Support of the Finding Related to Operational Exterior Noise Impacts As discussed in Section 4.7 (Noise) in the EIR, even though the operation of the City Place project will not result in significant adverse noise impacts, project enhancement measure N-4 below, is designed to reduce noise levels associated with mechanical equipment. In addition, the operation of the proposed City Place project will be required to comply with City of Santa Ana Ordinances related to noise control during operations. N-4 Mechanical equipment shall be acoustically engineered, incorporating mufflers, enclosures, parapets and/or other noise attenuation features, so that noise generated by the operation of this equipment does not exceed the applicable City noise standard at sensitive receptor locations. C:\Documents and SettingsIBKaufmanILocal Settings I Temporary Internet Files I OLKB\ City Placejindings.doc September 29, 2004 Page 758-278 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings Level of Significance of Impacts related to Operational Exterior Noise Operational exterior noise impacts associated with the project would be less than significant. 4.3.2 Impacts Related to Public Services Findings Related to Impacts on to Police Services Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the environmental effect as identified in the EIR. Facts in Support of the Finding Related to Impacts to Police Services As discussed in Section 4.8 of the EIR, implementation of the City Place project would increase the demand for police services. However, according to the Santa Ana Police Department the impact would not be significant. The implementation of project enhancement measure P-l would minimize potential impacts to police services. P-l Prior to the issuance of occupancy permits, the applicant shall coordinate with the City Police department to prepare a Security Plan for the commercial and residential components of the project. This plan shall be subject to the review and approval of the Police Department. The Plan shall address concerns related to visibility and adequate emergency access. Recommendations resulting from the project review by the City Police Department would be incorporated into the project. Level of Significance of Impacts Related to Police Services The adverse impacts of the City Place project related to Police Services will be minimized with the implementation of mitigation measure P-l. Findings Related to Impacts to School Services Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the environmental effect as identified in the EIR. Facts in Support ofthe Finding Related to Impacts to School Services As discussed in Section 4.8 of the EIR, implementation of the City Place project would increase the demand for school services. However, according to the Santa Ana Unified School District and the Orange Unified School District this impact would not be significant. The implementation of project enhancement measure P-2 would minimize potential impacts to school services. P-2 Prior to the issuance of building permits the applicant shall demonstrate proof of payment of development fees to Santa Ana School District and Orange Unified School District. Level of Significance of Impacts Related to School Services C:\Documents and Settings IBKaufman \Local Settings I Temporary Internet Files IOLKB I City Placejindings.doc September 29, 2004 Page. 758-279 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings The adverse impacts of the City Place project related to School Services will be minimized with the implementation ofproject enhancement measure P-2. 4.3.3 Impacts Related to Utility Service Systems Findings Related to Utility Service System Impacts Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the environmental effect as identified in the EIR. Facts in Support of the Finding Related to Impacts to Utility Service Systems As discussed in Section 4.8 of the EIR, implementation of the City Place project would increase the demand for utility service systems. However, the impact would not be significant. The implementation of project enhancement measures U-I through U-5 would minimize potential impacts to utility service systems. U-I The applicant shall coordinate with the utility companies serving the site to establish service connections prior to construction U-2 Any pre-existing underground utilities at the site shall be located prior to construction and abandoned or removed in accordance with state and local codes and regulations. Any utility trenches shall be backfilled under the observation and testing of the resident engineer or inspector. U-3 The Applicant shall coordinate with SCE to incorporate energy savings programs in the construction and operation of the City Place project to ensure that energy savings technologies are incorporated into the design and operation of the project. U-4 The applicant shall coordinate with SCE to incorporate energy savings programs in the construction and operation of the City Place project to ensure that energy savings technologies are incorporated into the design and operation of the project. U-5 The Applicant shall pay its fair share of necessary telephone improvements including a main conduit structure to bring lines into the project site. Coordination with SBC during the development stage would facilitate service connection. Level of Significance ofImpacts Related to Utility Service Systems The adverse impacts of the City Place project related to utility service systems will be minimized with the implementation ofproject enhancement measures U-I to U-5. Section 4.2.4 Impacts Related to Safety Hazard Findings Related to Safety Hazard Impacts C:\Documents and SettingslBKauftnan\Local Settings I Temporary Internet Files I OLKB \ City Placejindings.doc September 29, 2004 Page. 758-280 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings Changes, or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the environmental effect as identified in the EIR. Facts in Support of the Finding Related to Safety Hazard Impacts As discussed in Section 4.5 of the EIR, the potential impacts of the proposed project related to the abandoned jet fuel line would be less than significant. However, there is slight possibility that the existing underground jet fuel line could become active. Therefore, the following precautionary project enhancement measure is included to ensure full disclosure of the fuel line to future property owners. H -1 Prior to the issuance of certificate of use and occupancy, a special disclosure statement of the presence of the jet fuel line is required to be included in all subdivision maps and deeds associated with the project site. Level of Significance of Impacts Related to Safety Hazards The adverse impacts of the City Place project related to safety hazards will be minimized with the implementation ofproject enhancement measure H-l. 4.3 IMPACTS FOUND NOT TO BE SIGNIFICANT OR LESS THAN SIGNIFICANT The City finds that, based on substantial evidence in the record, discussed below, the following impacts associated with the City Place project are less than significant and no mitigation is required. Additionally, the City finds, as set forth in Sections 4.1 (Potentially Significant Adverse Impacts of the City Place Project Which Cannot Be Mitigated to Below a Level of Significance) and 4.2 (Potentially Significant Adverse Impacts of the City Place Project Which Can Be Mitigated to Below a Level of Significance), above, no other potentially significant adverse project specific impacts ofthe proposed project are anticipated to occur. An fuitial Study (IS) was completed at the beginning of the environmental review process for the proposed project, to identify those impacts that could be potentially significant and adverse and which required further study in an EIR. The IS also provided analysis on the environmental impacts of the project that were determined to be less than significant due to the identification and incorporation of mitigation early in the process or based on compliance with existing regulations. The findings of the IS are summarized in Section 3.0 (Effects Found Not to be Significant) in the EIR. The EIR and IS determined, based on substantial evidence in the record, that the following effects ofthe project would have no significant adverse or no adverse impact on the environment. 4.3.1 Aesthetics Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to light, scenic vistas and scenic resources. As described in C:IDocuments and Settings IBKaufman ILocal Settings I Temporary Internet Files I OLKB I City Place findings. doc September 29, 2004 Page. 758-281 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings Section 4.2 (Aesthetics) in the EIR, the City Place project will not substantially degrade the existing visual character or quality of the site and its surroundings; the project will enhance the visual appearance of the site, from a vacant parcel, to a modem urban development. Therefore, the City Place project will not result in adverse impacts related to aesthetics and no mitigation is required. 4.3.2 Air Quality Based on the analysis summarized in Section 3.0 in the EIR, the City Place Project will not result in significant adverse impacts related to odors and no mitigation is required. 4.3.3 Cultural Resources Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to currently known and recorded historic, prehistoric and archeological resources. No mitigation is required. 4.3.4 Hazardous Materials Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to documented hazardous materials or hazardous substances sites, use of hazardous materials during construction and operations, airport operations and airport plans. No mitigation is required. 4.3.5 Hydrology and Water Quality Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to groundwater recharge and natural water bodies 4.3.6 Noise Based on the analysis summarized in Section 3.0 in the EIR, the project site is not impacted by aircraft noise that would exceed State or local noise standards. Based on the analysis summarized in Section 4.7, implementation of the City Place would not increase significantly increase long-term noise levels within the project area. No mitigation required. 4.3.7 Public Services As discussed in Section 4.8 (Public Services) in the EIR, the City Place project would require compliance with the requirements of the Santa Ana Fire Department (SAFD) regarding building fire and safety features. The increased demand for SAFD fire and emergency services for the proposed project will not result in the need for new or expanded SAFD facilities. Therefore, the proposed project will not result in a significant adverse impact related to fire and emergency services. No mitigation is required. C:\Documents and SettingsIBKaufmanILocal Settings \ Temporary Internet Files\OLKBlCity Place findings. doc September 29, 2004 Page. 758-282 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings As discussed in Section 4.8, the City Place project would result in an incremental increase in demand for library services. However, this is minimal and would not affect the City's ability to provide library services. No mitigation is required. 4.3.8 Transportation and Circulation Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to air traffic patterns, hazardous street conditions, access, pedestrian walkways and bicycle parking facilities. No mitigation is required. 4.3.9 Land Use Based on the analysis summarized in Section 3.0 and analyzed in Section 4.11 of the EIR, the City Place project will not result in significant adverse impacts related to division of an established community and consistency with applicable land use plans and adopted demographic projections. No mitigation is required. 4.3.10 Agriculture Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to agricultural resources. No mitigation is required. 4.3.11 Population and Housing Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to growth or the displacement of existing residential uses. No mitigation is required. 4.3.12 Geology Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to ground surface rupture, unique geological or topographical features, or the use of alternative waste water or septic systems. No mitigation is required. 4.3.13 Biological Resources Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to biological resources, threatened and endangered species, wetlands or habitat conservation plans. No mitigation is required. 4.3.15 Mineral Resources Based on the analysis summarized in Section 3.0 in the EIR, the City Place project will not result in significant adverse impacts related to mineral resources. No mitigation is required. C:\Documents and Settings IBKaufman ILocal Settings I Temporary Internet Files IOLKBI City Placejindings.doc September 29, 2004 Page. 758-283 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings 5.0 MITIGATION MONITORING PROGRAM When making findings, CEQA requires that a lead agency must adopt a reporting or monitoring program for the changes to the project that it has adopted or made a condition of project approval in order to ensure compliance during project implementation. The MMP for the City Place project, accompanying the Final EIR, is designed to serve this purpose for the mitigation measures identified in the Final EIR. The MMP requires the City to monitor mitigation measures designed to reduce or eliminate significant adverse proj ect impacts, as well as those mitigation measures designed to reduce environmental impacts that are less than significant. The MMP includes all mitigation measures identified in the Final EIR and has been designed to ensure compliance during implementation ofthe project. The City finds that the impacts of the project have been mitigated to the extent feasible by the mitigation measures identified in the Final EIR and the MMP. The City adopts the MMP for the City Place project. The MMP designates responsibility and the anticipated timing for the implementation of mitigation measures and conditions within the jurisdiction of the City of Santa Ana. That MMP is hereby adopted and its implementation is made a condition of approval of the City Place project. The City approves and will implement all the mitigation measures in the Final EIR. 6.0 ALTERNATIVES An EIR prepared pursuant to CEQA and the CEQA Guidelines must describe and comparatively evaluate a range of alternatives to the proposed project (Section 15126.6 of the CEQA Guidelines). Analysis of every possible alternative or options or combination of options would overburden the EIR with an unnecessary amount of detail that would be redundant and complex and would, as a result, fail to provide meaningful information for the City to consider in its review of the project. To develop alternatives that are analyzed in the EIR, a list of potential alternatives was prepared. For this analysis, the project alternatives were evaluated to determine the extent to which they meet the basic project objectives, while avoiding or substantially lessening any significant adverse impacts of the proposed project. The City of Santa Ana selected the alternatives discussed below for a variety of reasons. The goal for evaluating alternatives was to identify ways to mitigate or avoid the significant adverse impacts ofthe proposed project. The EIR evaluated the following alternatives. 6.1 ALTERNATIVES CONSIDERED BUT REJECTED Potential alternatives to the City Place project that were considered by the City but rejected and not evaluated in the current EIR are based on City of Santa Ana EIR 92-02, certified by the City of Santa Ana City Council in 1992, for the approved Main Street Concourse Project. In addition, no alternative site for the proposed project was considered in this EIR. These alternatives which were considered by the City but which were not carried fOlWard for detailed analysis in the EIR are described in the following Sections. C:\Documents and SettingsIBKaufmanILocal Settings I Temporary Internet FileslOLKBICity Place findings. doc September 29, 2004 Page. 758-284 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings 6.1.1 Alternatives from the 1992 EIR In 1992, the Santa Ana City Council certified the final EIR for the proposed Main Street Concourse Project and approved that proposed project. In addition to the approved project, the Final EIR evaluated three other build alternatives and a No Project Alternative. The build alternatives considered in that EIR were reevaluated as possible alternatives to the currently proposed City Place Project. Those alternatives were rejected as described below and, therefore, were not evaluated in the EIR for the City Place project. Alternative B: Reduced Density Garden Office This Alternative assumed development of the project site consistent with the General Plan land use designations for the site in place at the time of the 1992 EIR evaluation. Under this Alternative, it was assumed that the site would be developed under the District Center (DC) designation, but at a lower floor area ratio than the maximum possible under the General Plan designation. This Alternative assumed that the site would be developed with 244,000 square feet of retail center and garden space uses. There would be no residential uses on the site under this Alternative. This Alternative proposed substantially reduced land uses on the project site compared to the approved Main Street Concourse Project. This Alternative was not considered further in the EIR the City Place project because: · Alternative B does not include any residential units. The provision of housing in a variety of types and price ranges, including innovative uses such as live/work units, such as proposed as part of the City Place project, is consistent with the Santa Ana General Plan. · Alternative B proposed a different range of land uses, with more commercial/retail and no residential uses, than the City Place project. However, the land uses proposed under Alternative B would not be expected to substantially reduce or avoid the potential adverse impacts of the City Place project related to air quality and traffic. For these reasons, this Alternative was rejected from further consideration and, therefore, was not evaluated in the EIR for the City Place project. Alternative C: Alternative Land Use (All Office) This Alternative assumed development of the project site with two 92,000 square foot, two-story garden style office buildings, and retail and commercial uses similar to the approved Main Street Concourse Project, including retail, restaurant, cinema and health club uses. There would be no residential uses on the project site under this Alternative. This Alternative was not considered further in the EIR for the City Place project because: · Alternative C does not include any residential units. The provision of housing in a variety of types and price ranges, including innovative uses such as live/work units, as proposed under the City Place project, is consistent with the City of Santa Ana General Plan. C:\Documents and SettingsIBKaufmanlLocal Settings I Temporary Internet Files \OLKB \ City Place findings. doc September 29, 2004 Page. 758-285 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings · Alternative C proposed a different density of land uses, with commerciaVretail and no residential uses, than the City Place project. However, the land uses proposed under Alternative C would not be expected to substantially reduce or avoid the potential adverse impacts of the City Place project related to air quality and traffic impacts. For these reasons, this Alternative was rejected from further consideration and, therefore, was not evaluated in the EIR for the City Place project. Alternative D: General Plan Consistency This Alternative assumed development of the site consistent with the General Plan land use designations for the site in place at the time of the 1992 EIR evaluation, at a floor area ratio (FAR) of 1.5, which was the FAR permitted on the site under the General Plan at that time. Under this Alternative, it was assumed that the site would be developed with 1.1 million square feet of uses, including three high rise office towers (15, 17 and 23 stories), retail, restaurant, cinema, health club and 36 single family residential units. This Alternative proposed reduced land uses on the project site compared to the approved Main Street Concourse Project, with approximately 0.4 million fewer square feet of development. In addition, two of the office towers under Alternative D would be fewer stories than under the Main Street Concourse Project which proposed one 20-story and one 32-story office tower. Alternative D also proposed slightly fewer residential units than the approved project, at a total of 146 single family and high density residential units versus a total of 278 residential units under the Main Street Concourse Project. This Alternative was not considered further in the EIR for the City Place project because: · Alternative D proposed substantially greater development on the project site than the City Place project. Therefore, the land uses proposed under Alternative D would likely increase and not reduce or avoid the potential adverse impacts of the City Place project related to air quality, traffic, and cumulative air quality and traffic impacts. For these reasons, this Alternative was rejected from further consideration and, therefore, was not evaluated in the EIR for the City Place project. 6.1.2 Alternative Site for the Proposed Project The EIR for the City Place project did not analyze an alternative site for the proposed project because the applicant does not own or control another suitable property in the City of Santa Ana. In addition, there are no other known sites of this size available in the City that could accommodate a project of this type. The City Place project would generate approximately the same traffic and air quality emissions at any other location in the City, to the same or greater extent than at the proposed site. Therefore, locating the proposed project at another site in the City would basically shift the project's adverse impacts to that other location, but would not be expected to avoid or substantially reduce those impacts. The traffic impacts which occur in the City of Orange under the City Place project could possibly be located to an area entirely within the City of Santa Ana if an alternative C:\Documents and SettingsIBKaufmanILocal Settings I Temporary Internet FilesIOLKB\City Placejindings.doc September 29, 2004 Page. 758-286 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings project site were considered, but the level of impact would remain comparable. As a result, an alternative site for the City Place project was not evaluated in the EIR. 6.2 NO PROJECT ALTERNATNES 6.2.1 No ProjectlExisting Conditions Alternative This No Project Alternative assumes that the existing uses on the 17.7 acre project site are retained and that no development occurs on the site. With this Alternative, the site would remain vacant and no residential or commercial uses would be developed on this site. Table 9-1 from the EIR, on the following page, indicates that the No ProjectlExisting Conditions Alternative would not meet any of the City or applicant objectives for the City Place project. 6.2.2 No ProjectlExisting Entitlement Alternative This No Project Alternative assumes that the approximately 17.7 acre project site would be developed consistent with the existing approved entitlements for the project site which would allow for the development of the previously approved Main Street Concourse Project consisting of up to 1.96 million square feet of office, retail and hotel uses, and 280 residential units. The existing entitlements for the project site reflect approved development as assessed in City of Santa Ana EIR 90-2 which was certified by the Santa Ana City Council in April 1992. This No Project Alternative would result in approximately 1.91 million more square feet of commercial uses (office, retail and hotel) and 38 more residential units on the project site than under the City Place project. This No Project Alternative would result in substantially greater land use densities on the project site than the proposed project. The No ProjectlExisting Entitlement Alternative would meet all of the objectives for the City Place project. 6.3 DESIGN ALTERNATNE The Design Alternative reduces the development on the project site by 123,434 square feet and would result in a reduction of overall density and FARon the project site. The Design Alternative would only marginally reduce impacts compared to the proposed project for hydrology and water quality, noise, public services and utilities and service systems. The Design Alternative would have no change on impacts compared to the proposed project on aesthetics, air quality, cultural resources and hazardous materials. The Design Alternative would result in reduced traffic impacts in the short and long term, but not enough to reduce the impact to below a level of significance. The Design Alternative would meet all of the objectives for the City Place project. 6.4 COMPARISON OF IMPACTS Table 9-1 in the EIR, provided on the following page, compares the unavoidable adverse impacts of the City Place project and the No ProjectlExisting Conditions, No ProjectlExisting Entitlement and Design Alternatives. TABLE 9-1 COMPARISON OF THE IMP ACTS OF THE CITY PLACE PROJECT AND THE PROJECT ALTERNATIVES (1) C:\Documents and Settings IBKaufman ILocal Settings I Temporary Internet Files IOLKB I City Place findings. doc September 29, 2004 Page. 758-287 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings Impact City Place Project No Project / No Project / Existing Design Alternative Catee:orv Existine: Conditions Entitlement Aesthetics Less than significant No impact. No significant Similar to under the impact adverse impact after City Place project. mitigation. Air Quality Unavoidable significant No impact. Substantially greater Similar to under the short term, long term short and long term City Place project. and cumulative impacts impacts which cannot all be mitigated to below a level of significance. Cultural Less than significant No impact. Same as under the Similar to under the Resources impact with City Place project. City Place project. incorporation of mitigation Hazardous Less than significant No impact. Substantially greater Similar to under the Materials impact than under the City City Place project. Place project; can be mitigated to below a level of significance. Hydrology and Less than significant No impact. Similar to the City Similar to under the Water Quality impact with Place project for City Place project. incorporation of hydrology; greater for mitigation water quality; impacts can be mitigated to below a level of significance. Noise Less than significant No impact. Greater than under Similar to under the short term impacts the City Place project; City Place project. Less than significant can be mitigated to long term impact with below a level of incorporation of significance. mitigation Public Services Less than Significant - No impact. Greater than under Similar to under the Police, Fire Services, the City Place project; City Place project. school, library services can be mitigated to Less than significant below a level of park impacts with significance. incorporation of mitigation Transportation Unavoidable significant No impact. Substantially greater Similar to under the and Traffic impacts to Main than under the City City Place project. Street/ 17th Street Place project; cannot intersection all be mitigated to Less than significant below a level of impacts to Lawson significance. Way, Main Street/La Veta intersection and Memory Lane/Lawson Way intersection with incorporation of mitigation Utilities and Less than significant No impact. Substantially greater Similar to under the Service than under the City City Place project. Systems Place project; cannot C:\Documents and Settings IBKaufman ILocal Settings I Temporary Internet Files IOLKB I City Place findings. doc September 29, 2004 Page. 758-288 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings Land Use TABLE 9-1 COMPARISON OF THE IMP ACTS OF THE CITY PLACE PROJECT AND THE PROJECT ALTERNATIVES (1) No Project / No Project / Existing Design Alternative Existine: Conditions Entitlement all be mitigated to below a level of significance. Less than significant No impact No impact Less than impact significant impact Source: Draft Focused Environmental Impact Report for the City Place Project (P&D Consultants, 2004). Impact Catel!orv City Place Project 6.5 ENVIRONMENTALLY SUPERIOR ALTERNATIVE The City Place project, the No ProjectJExisting Entitlements and Design Alternatives would result in environmental impacts greater than the No ProjectJExisting Conditions Alternative. Therefore, the No ProjectJExisting Conditions Alternative is the Environmentally Superior Alternative although it would not meet project objectives as discussed earlier in the analysis of that alternative. Section 15126.6(e)(2) of the CEQA Guidelines requires the identification of an additional feasible environmentally supenor alternative when the No Project Alternative IS selected as the Environmentally Superior Alternative. Many of the environmental impacts of the City Place project are related to the size or intensity of the development and in general, projects with higher density will generally result in more adverse impacts compared to alternatives with a lower density. As shown in Table 9-1, the No ProjectJExisting Entitlement Alternative would result in significant adverse impacts greater than under the City Place project, which cannot be mitigated to below a level of significance, related to short and long term air quality, and transportation and traffic. The other adverse impacts of the No ProjectJExisting Entitlement Alternative, related to aesthetics, cultural resources, hazardous materials, hydrology and water quality, noise, public services, and utilities and service systems, would be similar to or greater than under the City Place project and could be mitigated to below a level of significance. However, because the significant unavoidable adverse impacts of the No ProjectJExisting Entitlement Alternative would be greater than under the City Place project, this No Project Alternative would not be the Environmentally Superior Alternative. The impacts of the Design Alternative would be similar to the City Place project. The significant unavoidable adverse impacts of this Alternative related to short and long term air quality and transportation would less be compared to the City Place project but would still be significant. Therefore, this is Alternative is not environmentally superior to the City Place project. The City Place project would be the Environmentally Superior Alternative because it would avoid significant adverse impacts that would occur under the No ProjectJExisting Entitlement Alternative and would not result in greater impacts than under the Design Alternative. 7.0 STATEMENT OF OVERRIDING CONSIDERATIONS The City of Santa Ana has balanced the benefits of the City Place project against its unavoidable adverse environmental impacts III determining that the specific economIC, legal, social, C:\Documents and Settings\BKaufmanILocal Settings I Temporary Internet Files \ OLKBI City Placefindings.doc September 29, 2004 Page. 758-289 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings technological and/or other benefits outweigh the unavoidable significant adverse environmental impacts of the project. Section 15093(b) of the CEQA Guidelines provides that when the decision of a public agency results in the occurrence of significant adverse impacts that are identified in the Final EIR but are not substantially mitigated, the agency must state in writing the reasons to supports its actions based on the Final EIR and/or other information in the record. The reasons set forth below are based on the Final EIR and other information in the record. Based on the substantial evidence in the record, including but not limited to the Final EIR, the City finds that the benefits of the City Place project outweigh its unavoidable adverse environmental impacts and, furthermore, finds that such adverse environmental effects are acceptable. Each of the separate benefits of the project, as stated below, is determined to be, unto itself and independent of other project benefits, a basis for overriding all unavoidable adverse impacts identified in these Findings. The reasons for the approval of the project despite the occurrence of significant unavoidable adverse impacts related to short and long term air quality, and surface transportation are: 1. The project would allow the City to achieve the objectives which avoiding or minimizing significant adverse environmental impacts to the extent feasible. The project will: · Result in the development of the site as a commercial and residential center that provides entertainment, shopping, dining and living opportunities for the residents of Santa Ana and surrounding areas · Maximize the advantages of the sites location on Main Street in terms of its visibility and proximity to SR 22. · Develop the vacant project site with land uses to help meet the retail and residential needs within the northeastern area of the City of Santa Ana. · Expand live/work residential opportunities in the City of Santa Ana. · Provide commercial space suitable to attract retail tenants consistent with existing retail uses in the immediately surrounding areas. · Provide a project that is consistent with the commercial and residential uses in the surrounding area and to contribute to the continued revitalization of the northeastern area of the City of Santa Ana. 2. Approval of the project would bolster the economic and social health of the northernmost part of the City of Santa Ana by aiding in the re-establishment of businesses in the project area by stimulating and attracting private investment, thereby improving the City's economic health, employment opportunities and the tax base. 3. The project would be consistent with existing development in the area which reflects an urban environment preserving the aesthetics qualities of the City and helping to make the area a source of pride to people living and working in Santa Ana and for visitors to the City. C:\Documents and SettingsIBKaufmanILocal Settings I Temporary Internet Files\OLKBlCity Placejindings.doc September 29, 2004 Page. 758-290 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings 4. Furthermore, there are no alternative sites in the City that are suitable for this proposed project, as described in the Final EIR. Therefore, there are no feasible alternative sites or mitigation measures that would reduce or eliminate the significant unavoidable adverse impacts of the proposed project related to short and long term air quality and surface transportation. For the reasons stated above, and based on substantial evidence in the record before it, the City finds that the unavoidable adverse impacts of the City Place project related to short and long term air quality and surface transportation are acceptable and, furthermore, finds that the benefits of the project outweigh its unavoidable adverse environmental impacts. 8.0 RECORD OF PROCEEDINGS Various documents and other materials constitute the record of proceedings on which the City of Santa Ana bases its Findings and decisions contained herein. Most documents related to this Final EIR are located at the City of Santa Ana, Planning and Building Department, 20 Civic Center Plaza, Santa Ana, California, 92702. Some documents included in the record of proceedings may also be located at the offices of consultants retained by the City for this project. 9.0 SUMMARY 1. Based on the foregoing Findings and the information contained in the record, the City of Santa Ana has made one or more of the following findings with respect to each significant adverse impact ofthe proposed project, as identified in the Final EIR: · Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. · Such changes or alterations are within the responsibility and jurisdiction of another public agency and not the agency making the finding. Such changes have been adopted by such other agency or can and should be adopted by such other agency. · Specific economic, legal, social, technological or other considerations, make infeasible the mitigation measures or project alternatives identified in the Final EIR. 2. Based on the Findings stated herein and information contained in the record, it is hereby determined that: a. All significant adverse impacts on the environment due to the approval of the project have been eliminated or substantially lessened where feasible. b. Any remaining significant adverse impacts on the environment found unavoidable are acceptable due to the factors described in the Statement of Overriding Considerations in Section 7.0, above. 1 O. APPROVALS C:\Documents and Settings IBKaufman ILocal Settings I Temporary Internet Files I OLKB I City Place findings. doc September 29, 2004 Page. 758-291 City Place Focused Environmental Impact Report Findings and Facts in Support of Findings The City hereby takes the following actions: 1. The City has certified the Final EIR for the project, as described in Section 1.0, above. 2. The City hereby adopts, incorporates into the project and makes a condition of the project approval, all mitigation measures in the Final EIR, and as discussed in the Findings (Section 2.0, above) and Project Impacts and Disposition of Related Mitigation Measures in the Final EIR (Section 4.0, above). 3. The City hereby adopts the Mitigation Monitoring Program, accompanying the Final EIR and discussed in the Findings (Section 5.0, above). 4. The City hereby adopts the Findings in their entirety, as set forth above, including the Statement of Overriding Considerations. 5. Having certified the Final EIR, independently reviewed and analyzed the Final EIR, incorporated mitigations into the project as conditions of project approval, and adopted the Findings (including the Statement of Overriding Considerations set for herein), the City hereby approves the City Place project, as described in the Final EIR, including the site approval and design. C:\Documents and Settings\BKaufman\Local Settings I Temporary Internet Files\OLKBICity Place findings. doc September 29, 2004 Page. 758-292 ORDINANCE NO. NS-2676 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SPECIFIC DEVELOPMENT DISTRICT (SD-59) THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana does hereby find, determine and declare as follows: A. Applicant is requesting approval of various entitlements in order to construct the City Place Development, a mixed use project consisting of 57,700 square feet of commercial space (being a mix of sit-down restaurants, retail and market); 73 for-sale, live-work lofts and 168 for-sale townhouses, for the approximately 17.7 acres located at the northeast corner of Main Street and Memory Lane, 2775 North Main Street. B. On October 25, 2004, the Planning Commission held a duly noticed public hearing, and voted to continue the matter to December 13, 2004. C. On December 13, 2004 the Planning Commission voted by a vote of 6:1 (Sinclair opposed) to recommend that the City Council: 1. Adopt a resolution certifying Final Environmental Impact Report (EIR) No. 2004-01. 2. Adopt an ordinance approving Zoning Ordinance Amendment No. 2004-06. 3. Adopt an ordinance approving Development Agreement No. 2004-04. 4. Adopt a resolution approving Conditional Use Permit No. 2004-28 as conditioned. 5. Adopt a resolution approving Vesting Tentative Tract Map No. 2004- 06 (County Map No. 16565) as conditioned. 6. Adopt a resolution approving Site Plan Review No. 2004-05. D. The City Council of the City of Santa Ana held a duly noticed public hearing on the abovesaid actions for City Place Development on February 7, 2005, and at that time considered all testimony, written and oral. E. Amendment Application No. 2004-06 has been filed with the City of Santa Ana to amend Specific Development Plan No. 59 (SD-59). Section 2. Specific Development Plan No. 59 (SD-59) is hereby amended as set forth in Exhibit "A", attached hereto and incorporated as though fully set forth herein. (ZOA 2004-06). Section 3. This ordinance shall not be effective unless and until Resolution No. 2005-016 and Resolution No. 2005-017 become effective. If said resolutions are for 758-293 for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise do 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 anyone or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this _ day of February, 2005. Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph W. Fletcher City Attorney By: Benjamin Kaufman Chief Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers 758-294 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, PATRICIA E. HEALY, Clerk of the Council, do hereby attest to and certify the attached Ordinance No. NS-2676 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 758-295 THE MAIN STREET CONCOURSE 758-296 Specific Development Plan No. 59 City of Santa Ana DRAFT 02/01/05 TABLE OF CONTENTS PAGE APPLICAI3ILIT~ OF OFlI)~ANCE ............................................................ 1 PURPOSE .......................................................................................... ..1 PART I. GOALS, OI3JECTIVES AND POLICIES ...........................................2 PART II. PERMITTED LAND USES ..........................................................4 A J..L. Professional "A~nd Business Office Uses (ZONE II "A~ND ZONE III) ...............3 1. Permitted Uses ................................................................ .....4 B. RetaillRestaurant Uses (ZONE II, ZONE III, ZONE IV) ............................1 1. Permitted Uses ................................................................. ....1 C. Recreation/Entertainment Uses (zrn-m II) .............................................5 1. Permitted Uses .....................................................................5 D. Hotel/Conference Uses (ZONE III) .................................................. ....5 1. Permitted Uses ................................................................. ....5 E. Residential Uses (ZONE I) ............................................................... 5 1. Permitted Uses .................................................................. ... 5 F. ~4ass Transportation.................................................................... ...6 1. Permitted Uses ................................................................. ...6 Go 2. Conditional Use Permit .......................................................... 7 PART III. DEVELOPMENT ST ANDAFlI) ..............................................1 0 A. Floor Area RatiolDensity .............................................................. ..10 1. Professional and Business Office Space _................ ..1 0 2. Retail and Restaurant Spaee _...................................... .11 758-297 3. Recreation/Entertainment Space _.................................. .12 4. Residential Spaoe _....................................................... .12 5. Hotel/Conferenoe Space _........................................ ..13 6. Signage.......................................................................... ....13 7. Plaza and Fountain Design..................................................... ..13 8. Public Art....................................................................... ....15 B. Density Con'lersion ............................................................... ........ .9 BG. CC&R's......... ... ........................... ... ............ ... ............ ............ ...15 ~. ~ Building Height ........................................................................... 16 IlII& Setbacks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..16 . Site Coverage and Open Space ..................... ....................................17 Ifh Parking. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18 ~ Loading Areas .......................................................................... ...20 lit Storage Areas/Mechanical Equipment.............................................. ...22 ~ Refuse Collection Area .................................................................. .22 ~ Telephone, Electrical, Water, Gas Cable TV, Storm Drains and Sewer Service .................................................... ...23 L. Public Transit ........................................................................... ..17 ~. Maintenance...... ...... ... ............... ... ............ ... ........................... .. .23 PART IV. DESIGN STANDARDS ..................................................... ..25 A. Interior Street ............................................................................. .25 B. Building Mass, Form and Architectural Style ..................................... ...26 C. Materials............................................................................... ....27 ii 758-298 D. Color...................................................................................... .28 E. Public Art ............................................................ .................... ..28 F. Detail ....................................................................................... 2 8 PARTV. LANDSCAPE MATERIALS AND DESIGN .............................. .30 ^ ~ :I.. Main Street, Ow-ens Dri'le and La-wsOR Way Setback Area ....................... .23 1. Main Street Phase I .......................................................... . .21 1 a. Main Street Phase II ......................................................... ..25 2. OV/ens Drive Phase I ....................................................... ...27 2a. Ov;ens Drive Phase II ...................................................... ...29 3. Owens Drive and Lawson 'Nay Intersection .................................30 1. Lav/son ~Tay ............... .................................................... ..30 B. Main Street and Owens Dri'le Planted Medians .......................... ...31 1. 14ain Street.......................................................... .....31 2. OV/0RS Drive ............ ............................................... .31 C. ResideRtial .\reas ............................................................... .31 1. Recreation .^...reas ...................................................... ..31 2. Interior Common Open Space .................. ......... ... ..........32 3. Private Open Space ................................................... ..33 D. Concourse Drive ............... .............................................. ....33 E. Pedestrian Oriented Public Plaza ............................................. .33 F. Hotel Entry Court .............................................................. ..33 G. Parking Struetl:lre Screen..................................................... ...31 ~ Temporary Landscape Adjacent To Undeveloped Parcels .................41 ~ General Notes ... ...... .............................. ... ............ ...............41 iii 758-299 PART VI. SIGNAGE .............................................................. .44 A. Intent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .44 B. Sign Message Categories ..................................................... ..44 C. Physical Sign Types .......................................................... ...45 D. General Criteria ................................................................. .45 E. Criteria For Individual Sign Types ............................................46 1. Freestanding Signs .................................................. ....46 2. Wall/Canopy Signs .................................................. ...46 3. Projecting Signs ..................................................... ....47 4. Marquee Signs ................................................... .... ...47 5. Signs Under Canopies And Marquees ............................. ..47 6. Major Building Identification Signs ................................ .10 ~ Temporary Identification Signs ................................... ....48 I&- Submission of Main Street Conoourse _ Plan Signing Design Program ..................................................... ....48 PART VII. LIGHTING........................................................... ...50 A. Street Lighting/Exterior To The Project (Public Right-of-Way) ......................................................... .50 B. On-Site Parking Lot, Pedestrian Lighting, Concourse Drive ............................................................ ................. .50 C. On-Site Building Lighting ..................................................... .51 D. Required Minimum Maintained Illuminance Levels ..................... ..51 PART VIII. OPERATIONAL STANDARDS ................................... .54 PART IX. CONCEPTUAL PL\N APPROV,^...L ...............................50 iv 758-300 ATTACHED EXHIBITS Exhibit A - Exhibit B - Interior Zone for Signage Locations Exhibit C Coneeptual Site Plan (Proposed Phase I) Edlibit D Conceptual Site Plan (Proposed Phase II) v 758-301 APPLICABILITY OF ORDINANCE The specific development zoning district, as authorized by Chapter 41, Division 26, of the Santa Ana Municipal Code, is specifically subiect to the regulations contained in this ordinance for the express purpose of establishing use district regulations. All other applicable chapters, articles and sections of the Santa Ana Municipal Code shall apply unless expressly waived or superseded by this ordinance. Use district regulations established in Chapter 41, Article III, of the Santa Ana Municipal Code for zoning districts other than the SD zoning district may be incorporated herein by reference. PURPOSE The Specific Development No. 59 (SD-59) use district regulations are hereby established for the express purpose of protecting the health, safety and general welfare of the City by encouraging the use of innovative planning concepts and principles and promoting and enhancing the value of properties and encourage orderly development. The SD-59 regulations will establish a professional district that will exclusively entitle 57,700 square feet of commercial space at the northeast comer of Main Street and Memory Lane with 241 for sale residential units further to Lawson Way. This area will be a mixed use district with eating establishments, support services and a residential component consisting of live-work and townhouse units. 1 758-302 PART I. GOALS. OBJECTIVES AND POLICIES The MAIN STREET CONCOURSE is intended to be an exciting new community where people can work, live, shop, and enjoy top quality recreation and entertainment opportunities. By design, the project will meet the goals and objectives of a quality, balanced and community sensitive master planned mixed use development. 1. A long-term development that is of the highest architectural quality and design; 2. A landscaping plan that is complementary to a large scale mixed use development; 3. An exciting and visually cohesive development as viewed both internally and externally; 4. A bold but integrated sign program suitable for a mixed use project of this scale and scope; 5. A development that is consistent with the District Center designation of the General Plan and which implements the spirit and intent and policies of the General Plan; 6. Concentrated and internally integrated development rather than development that spreads activities into adjacent residential neighborhoods; 2 758-303 7. A development that '.vith office and s1:lpporting uses provides special special design themes which are expressed in building appearance and configuration, street and pedestrian area design, landscaping, lighting and signage, and also provides for pedestrian linkages internally and to the surrounding neighborhood, traffic and service buffering and transitions in architectural scale and character; 8. Provision of off-street parking sufficient to service the development, consistent with the mix of uses contained in the project; 9. Provision or replacement of public streets, sidewalks, sewers, storm drains, traffic signals, lighting systems, and other public facilities and improvements, as necessary; and 10. Opportunities for cultural amenities and facilities serving the visual and performing arts which are open for public patronage. ..' .' ..." . .... '....... .. ". ... . ,"",. . _ __ ,_A 3 758-304 PART II. PERMITTED LAND USES Attached hereto as Exhibit }.. is a map showing the Land Use Zones f-or the project. The uses permissible in each zone are set forth below. If a use is for any reason omitted from those specified as permissible in allY zone, or if ambiguity arises concerning the approximate classification of a particular use within the meaning and intent of this Plan, the determination shall be at the discretion of the Planning Manager. Such decision may be appealed to the Planning Commission whose decision is final. ^ ..L.... Professional and Business Office Uses (ZONE II }..ND ZONE III). 1. Permitted Uses. B. Retail/Restaurant Uses (ZONE II, ZONE III, ZONE IV). 1. Permitted Uses. &r. General office uses providing professional and administrative services including but not limited to employment agencies; advertising agencies; banks; escrow agencies; accountant, medical, insurance, tax, real estate, legal, consulting, and travel services; tourist inf-ormation; trade contractors; architects; engineers; planner; surveyors; research and development; stock brokers; state, county, municipal or other public offices, and other similar uses. b. Incidental support uses within an office building, corporate art displays and exhibits, musel:lIll space, day care centers, and other uses ancillary to the primary use; provided such incidental uses are limited to 10% of the total floor area. Ir.--Retail sales and service uses including but not limited to: department stores, and other establishments f-or retail merchandise; banks and other financial institutions;-clothing stores or boutiquest cafes; delicatessens; food stores; florists; news-stands; pet stores; photography studios; video stores; office and computer equipment; outdoor, eat in or take out restaurants; book and stationery store; camera shop; shoe store or repair shop; tailor; tobacco store; office 4 758-305 eq1:1ipment rental and repair; tourist information and travel agencies and ticket reservation services; sporting goods store; art gallery; craft store; cultural displays and related merchandising; pet store; bicycle store; pharmacies and drug stores; fabric shops; jewelry shops; furriers, formal wear stores (sales or rental); hair styling shops; design and furniture centers; cookware and gourmet specialty shop; office furniture store; interior decorator shop; private OhIO with food and beverage service (excluding public assembly halls and subject to obtaining a Conditional Use Permit if alcoholic be'/erages are served); and dry cleaner. - - - . . - 1r.I A maximum of five permanent outdoor sales kiosks and 5 portable outdoor pushcarts or other portable vendor sales facilities. The size and location of each Kiosk and pushcart shall be approved on a masterplan of such uses by the Planning Commission. 5 758-306 c. Temporary outdoor activities or special e'/ents, not occurring as part of the normal co\:trse of the operations of the retail area, such as bazaars, fiestas, :fundraising events, art fairs, festivals, ol:ltdoor music concerts and similar l:lses provided that the project operator shall file an application for a Land Use Certificate with the Plamling Manager as provided for in Section 41 675 of the Code. A peak traffic event operating plan shall be submitted for approval concurrently v/ith the land use certificate application and shall include pro'/ision f-or special signing, a flat entry fee at all gates, opening of all entry gates and a use of parking directors, if any are necessary. Parking control at aU site intersections must be proyided. C. Recreation/Entertainment Uses (ZONE II). 1. Permitted Uses. a. Health and Exercise centers, including health clubs, gyms, teoois eomts, swimming pools and other similar uses. b. Cinemas or multi pIe], FIlovie theaters and live performanoe theater, up to a combined maximum seating of 1,500 seats. The liye performance theater FIlay be freestanding, or may be proyided as a dual use theater in coooeotion with a cmema. D. Hotel/Conf.erence Uses (ZONE III). 1. Permitted Uses. a. Full servioe high rise hotel. b. Full service all SMites, high rise hotel. o. Such aneillary uses as are typically found in a full servioe hotel, including but not limited to: conference/meeting space and banquet facilities, recreational faoilities suoh as spas, pools, training rooms, and other similar uses, restaurants, retail shops, nightclubs, cocktail lounges, cafes, trayel services, and other commereiall:lses whieh have direct aocess to the hotel use. E. Residential Uses (ZONE I). 1. Permitted Uses. 6 758-307 a. Attached single family b. Multi family Residential as condominiums lliTits in a Type I construction residential to\ver. c. Temporary residential model complex and leasiflg office. d. Uses incidental or afl:cilla!")' to any residentialase, such as sV/imming pool, satHla, jacuzzi, benches, playgrounds, BBQ and other outdoor recreational facilities. F. Mass TransPortation. 1. Permitted Uses. Monorail statim'!. or other rail rapid transit passeflger station (ZONE IV). - - - - - - - 7 758-308 - - . - . - - - . G. Conditional Use Permit. 1. The fDllowing uses are permitted upon approval of a Conditional Use Permit in accordance with the Code, provided that the only conditions which may be imposed upon any Conditional Use Permit shall be conditions directly related to the l'latlHe of the proposed use, and the charooteristics of the operation of the business; a. Helistop (Zone II) 8 758-309 b. 'Nine aad fine liquor store (Zofte II, Zone III, Zone IV). c. Farmer's Market f-or the sale of vegetables, fruits, and other agricultural products OR weekends and holidays only from 6 a.m. to 2 p.m. and oRly in Phase II ''vithin the interior of the project (Zone II, ZORe III and Zone IV). d. }.ntique store operated by a certified antique dealer selling antiques or vintage clothing and memorabilia (not including thrift stores) (Zone II, Zone III, Zone IV). e. Automobile support facilities pro';iding services within parking structures such as: gas/fuel sale; auto servicing; auto detailing and other similar uses (Zone II and Z01'lO III). f. Community oriented live performance theater (Zone II). g. Indoor entertainment that charge an adfnission fee (Zone II, Zone III, Zone IV). h. On and off premise sale of alcoholic be'/erages (Zone II, Zone III, Zone IV). 1. Chapel or church (Zone II, Zone III). 9 758-310 PART III. DEVELOPMENT STANDARDS The following General Development 8tandards are applicable to all uses in the Main 8treet conCOl:lfse project. The requirefE:ents of the 8anta ~\na Municipal Code (the "Code") including de'/elopment standards of general application thro1:lghout the City, shall govern the de'/elopment ofthe MAI}{ 8TREET CONCOUR8E project, except as otherwise provided f-or in this Plan, and sl:lbject to such vested rights as the deyeloper may have pursuant to any development agreement with the City. All terms not otherwise defined in this Plan shall ha'/e the meanings set forth in the Code. In the event of a conflict between the terms, conditions, req1:l-irements or provisions of this Plan and the Code, the terms of this Plan shall govern. A. Floor Area Ratio/Densitv. The following sets forth the maximum allowable floor areas for the various permitted use classifications of the project., subject to any density conversion as allowed by 8ection C of this Part III. Increases ia the aggregate d0flsity as set forth herein requires an amendment to this Plan, and would be s1:lbject to appropriate environmental review. The aggregate development d0flsity corresponds to an overall Floor Area Ratio ("FAR") of the Main Street Concourse project of approximately 2.54, based upon a net site area of 771, 116 square feet and 1,964, 770 total gross square feet of development. This FAR represents the maximum intensity of development for the site. Parking areas and struct1:lres are not to be included in the calculation of density. -.'.'...'.............'. .. .. ..... . ......... .. ......... .. . ~-- - - -.: _:~ 1. Professional and Business office 8pace. 931,075 square feet. 10 758-311 2. Retail and Resta1:lfant Space. 234,160 sql:lare feet. 3. Reoreation/Entertainment Space. 56,400 square feet. 4. Residential Space. 427,660 square feet comprised of216 &nits of high rise condominimn and 64 1:lfl:its of attaohed single family housing. This density reflects a site wide maximum aggregate density of 16 Dwelling Units per acre. A minimum of6.1 acres of the site shall be deyoted to residential uses, proyided such 6.1 acres may be parcelized into any number of paroels. 5. Hotel/Conferenoe Space. 315,475 square feet comprised ofa miniml:lffi of250 hotel rooms (including suites) and a minimum of 11,000 square feet of assooiated restaurant spaoe, 20,000 sql:lare feet of conyention facilities/meetinYbanquet rooms, and 30,000 square f-eet of support retail. B. Density Con'/ersion. Upon application to the Planning Department and approyal by the City CO\:lflcil, the developer may seck to oonvert square footage allooated to a particl:llar land use category to another category. Sl:lch con'/ersiofl may be granted only if all of the f-alloy/ing requirements are met: (i) the developer establishes that the environmental impacts associated with the revised square f-aotage allocation are less than or equal to the impaots associated '.yith the development permitted by this Plan, (ii) deyeloper has oompleted a minimmn of 548,392 square feet of Professional and Business office space, 86,580 square feet of retail spaoe, 8,280 square feet ofresta1:lfaRt space, a cineplex/community theater, and a health club and (iii) there will be no inorease in residential density. - 11 758-312 - - - - - 12 758-313 - - - 13 758-314 14 758-315 - F CC&Rs. Reciprocal easements and Conditions, Covenants, and Restrictions (CC&RS) tying the overall project together as an integrated development 15 758-316 and providing for joint access, ingress, egress, drainage, property maintenance standards, trash pick-up operations, circulation and parking management shall be recorded with the first final map prior to for the first phase of development. The residential and non-residential portions may be described in separate sections but they must be tied together by a single master document. The Master CC&R's shall address trash and reciprocal use rights in Phase I afld Phase II for the residential and commercial uses. ~ Building Height. 1. On any lot or portion of a lot in Zone I of the Specific Development Plan area no building or structure shall exceed u.g _feet in height, as measured from the lowest adjacent finished grade. 2. On any lot or portion of a lot in Zone II of the Specific De'/elopment Plan area NO building or struoture shan exoeed 450 feet in height, as measured from the lowest adjaoent finished grade. 3. On any lot or portion of a lot in Zone III of the Specific Development Plan area no bMilding or structare shall exceed 315 feet iN height, as measured from the lowest adjacent finished grade. 4. On any lot or portion of a lot in Zone IV of the Specific DevelopmCflt Plan area no building or strueture shall exoeed 45 feet in height, as measm-ed from the lowest adjacent finished grade. 5. Flagpoles afld other incidootal appurtenaB:ees on a building suoh as aircraft warning lights, beaeons, and architectaral features, may oxoeed the height limit. ~ Setbacks. h Except as otherwise indicated, all setbacks shall be measured from the street side property line to the first building element or structure. No building, structure, or parking facility shall encroach into any required perimeter setback either at or below grade. For the purpose of this Plan, a street side property line is that line created by the ultimate right-of-way line of the adjoining public street. Minimum setbacks are as follows: 16 758-317 a. b. c. d. Concourse Drive (interior street set backs : 2. Required on-site perimeter landscaped setbacks shall not exceed an aggregate 33% slope. 3. Within the interior ofthe project, retail canopies may project five (5) feet into setback area. 4. Due to the integrated mixed use nature ofthe development, subject to applicable fire safety standards in the Code, and exeept as otherwise provided in this Section F, or as may be required for traffic safety (i.e. line of sight requirements), there shall be no interior lot line setbaeks (i.e., a "zero lot line setbaek" will be allowed). . Site Coverage And Doen Space. 1. For purposes of this Section G, open space shall not include private streets or driveways, roadways or parking stalls. Open space does include landscaping, walkways, and covered arcades. 2. The entire project shall de'lote a minimum of25% of the aggregate gross area of the non residential parcels ia the site to open spaee. The site shall devote an aggregate minimum of 11.5 acres to non residential purposes. 17 758-318 3. ~ ~ ~ I~ 1& ~ Parking. The projeet shall de'.'ote a minimwn of35% of the aggregate gross area of the site used for residential parposes to open space. The site shall devote an aggregate maximwn 6.1 acres to residefltial purposes. Residential open space may be private common area or private yard but shall in no event include any space provided in baleonies ef required setback areas. The CC&Rs shall require that all residents be allowed access to all residential common areas in the project, subject to reasonable restrictions as may be imposed for security and safety by property management. No required setback area shall be calculated as required open space. Individual parcels or lots will not be limited in site coverage. Each parcel shall have a minimum 120 feet of street frontage. Single family attached residential shall provide a minimum of ~ .square feet of ground level private yard open space per unit, which open space shall be adjacent to the living, dining or kitchen area of each unit. Perimeter fence shall be provided and shall not exceed five feet in height on the exterior and 42 inches on the interior. Ceondominium units shall contain a balcony ef not less than _ ..... 90 square feet of private open space area. Pathways from the common area through the private yard open space shall not be included in the calculation of private open space area. 1. All parking, including valet parking or shared parking, shall be as pro'iided per the Santa f..na Municipa:l Code (SAMC) or any parking '!ariance appro'ied pursuant to the Code. 2. Non reflecti'!e glass storefronts viith open visibility shall be utilized at all pedestrian corridor areas pro'!iding aeeess to parking structlHes. 3. ;\11 ramps throughout the projeet shall not exceed 12~\' slope ifno parking occurs on the ramp and 5% maximum slope if parking is on the ramp. 18 758-319 4. ~. 6. 7. Is. 19. 1M. Vertical pedestrian circulatioR from below grade and stl1:lctured parking shall incorporate ele'/ators, escalators and stairs. Vehicular site access points will be provided from Lawson Way, Main Street and two points from Owens Drive Memory Lane, as defined on the site plan. f.ll underground parkiRg shall ha'le mechanical smoke coatrol/removal. Parking operator shall prepare, submit, and comply with a parking control plan to the City for review, pursuant to which the operation of the parking facilities and duties of the parking operator staff will be described. Plan shall also ine1ude event parking coatrols aHd description or bollard controls~ There shall be no sharing of residential parking. Parking gate locations and stacking distances shall comply with applicable Department of Public Works policies. No partitions, walls or other obstructions shall be built or placed with the attached single family, f-our car garagel preventing the spaces from being used by residents and g1:lests for the parking of vehicles. 11-+. .. Rjecreational vehicle_ storage ts-II prohibited on-site. 12. All ramps throughout the project shall not exceed 12%, slope ifno parking occurs OR the ramp and 5% maximum slope if parking is OR the ramp. I~. The townhouses shall be designed with vertical roll-up garage doors. 1M. All paved areas shall be sloped to drain. Finished slope of areas paved with asphalt concrete (AC) shall be not less than one percent. Finished slope of areas paved with portland concrete cement (PCC) shall not be less than one-half of one percent. Portland Cement concrete gutters shall be installed to receive drainage from asphalt concrete paved areas; such gutters shall be not less than three feet in width. 19 758-320 ~. Residential parking is calculated separate from commercial designated parking and no provision is made for shared parking consideration. 11-6. All parking areas shall be surfaced with material so as to provide a permanent surface capable of withstanding the type of vehicular traffic to which such an area is likely to be subjected as follows: a. Covered Parking Areas - Passenger vehicle parking areas within or under building shall be paved with Portland Cement Concrete with a minimum compressive strength of 2,000 p.s.i. b. Open Parking Areas (Phase I) - Parking areas other than those within a building may be paved with asphalt concrete. Asphalt concrete pavement shall be a minimum thickness of three and one-half for passenger vehicle parking areas. Thickness of asphalt concrete may be reduced to a minimum thickness of two inches for passenger vehicle only traffic, provided an approved aggregate base course is constructed under the asphalt pavement. The minimum thickness of such base course shall be four inches. c. Surfacing, Parking or Drive Aisles - All off-street parking, vehicle maneuvering areas, turn-around areas, driveways, and private streets, shall be surfaced, and thereafter maintained with Portland Cement Concrete poured to a minimum thickness of 5~ inches. ~. Paved areas shall be designed to carry surface water to the nearest practical street, storm drain, or natural watercourse. Concentrated flows of water from parking areas shall not flow by gravity over any public property or pedestrian walkway, but shall be collected in an appropriate manner within the property confines and conducted under the sidewalk. B+&. All parking areas shall be maintained in a safe and sanitary condition free of dust, mud, or trash, and shall be kept in good repair. Any alteration, enlargement, maintenance or repairs shall be pursuant to the aforementioned standards. ~. All parking spaces shall be double striped in a manner clearly showing the layout of the intended parking stall. Such striping shall be maintained in a clear, visible and orderly manner. ~ Loading Areas. 20 758-321 1. Entrances and exits to loading facilities should be limited in number and shall not interfere with the flow of traffic along the perimeter streets. 2. Loading areas should be located so as to minimize potential for intrusion into residential portions of the project and adjacent neighborhoods while allowing for efficient utilization by commercial users. 3. Loading areas shall be located and designed to minimize direct exposure to public view. These areas shall be screened with landscaping and walls to reduce visual impacts. 4. Loading areas shall be visibly separated from public entrances and parking areas. 5. Loading stalls shall be designed to not interfere with circulation or parking, and to permit trucks to fully maneuver on the property without backing up from or onto a public street. 6. Loading areas shall be graded to drain surface water to an alley, street or public storm drain. Surface water shall be conducted under any intervening public sidewalk by a drain approved by the Public Works Department and in accordance with a valid NSDES Permit. Under no circumstances shall surface water be allowed to collect in pedestrian areas. 7. The surface area used for any loading activity shall be paved with not less than 4 inches of asphaltic concrete on 8 inches of crushed rock base, or with 5 'h inches of Portland concrete cement. Soil conditions or the nature of the trucking activity may necessitate greater requirements as determined by the Division of Building and Safety and a soils report prepared by a licensed soils engineer. 8. Each loading space aligned with and directly adjacent to a parking space shall be clearly designated, "LOADING ONLY." 9. At a minimum, separate loading areas shall be designated on the approved site plan or any modification thereto, for each e.fHee building and adjacent retail shops/restaurants; the cineplex, health chID and adjacent shops/restaurants; the hotel and conference facility; and the high rise residential tower (2 service truck stalls plus one stall f-or trash removal). 21 758-322 10. All! loading areas for the 55 foot semi-trailer . Storage AreasIMechanical Equipment. 1. All mechanical equipment shall be screened below parapets and situated to minimize visual impacts ',iewed from the office to',yers. 2. No outdoor storage shall be permitted. 3. There shall be no exposed television, ham radio, dish or other antenna. l.;h Refuse Collection Area. 1. A refuse collection area shall be located at each loading dock per approved site plan. 2. All outdoor refuse collection areas shall be visually screened from access streets and adjacent property by a complete opaque screen or by rolldown screened doors, or by landscaping and fencing. 3. No refuse collection areas shall be permitted between a frontage street and the building line, unless adequate screening is provided. 4. Except for the attached single family resideatial uses, all trash and refuse shall be collected, compacted afld stored internally at centralized ai"eas. Refuse will be picked l:lp at truck loading areas in accordance with the City's vendor's schedule, trash pick up operation agreement and the CCR'8 for the project. ~. Ie. Each trash enclosure shall have a minimum of six inch concrete slab in front ofthe enclosure that is at least the same dimension as the trash enclosure. 1+. Townhouse unit trash vestibules shall be designed with a hose bib for washing out the area. 22 758-323 11&. All trash enclosures throughout the project shall be designed with metal doors. ~ Telephone. Electrical. Water. Gas. Cable TV. Storm Drains and Sewer Service. 1. All "on-site" utilities shall be placed underground. 2. Transformers or terminal equipment shall be visually screened from view from streets and adjacent properties and may be located in concrete vaults below grade. 3. There shall be no exposed downspouts, scupper drains, electrical or mechanical limes on the building. All mechanical equipment shall be screened from view in an architecturally integrated manner. 4. All residential units shall be separately metered for electrical, gas and water service. 5. Sanitary sewer, storm drainage and water service shall be designed as a private system on-site. There shall be private water meters as outlined in Section 34-313.5 ofthe Santa Ana Municipal Code. 6. The utility lines in the townhouse drive aisle shall be laid out so as to not prevent the planting of trees and other landscape material in the drive aisle area. L. Public Transit. A bus tl:lffiout lane and bus shelter shall be incorporated aloflg Main Street. Bus shelters may be free standing pergolas, arcades or recessed covered waiting areas, all as consistent v/ith the Orange County Transit Districts: Design Guidelines f-or Bus Facilities and the Code. A monorail station or other rail rapid transit passenger station may be located adjacent to or incorporated into retail uses on the site. 11M. Maintenance. The entire project shall be maintained to exceed community standards for attractive and sanitary conditions. The CC&Rs for the project shall set forth the maintenance procedures applicable to the project. A maintenance agreement approved by the Executive Director of Public Works Agency shall be executed with the City for the maintenance of special pavement treatment, planting, street lights, etc. in the public right- 23 758-324 of-way and in required easement areas. This agreement shall be executed with the City prior to recordation of any subdivision map and included or referenced in the CC&Rs for the proj ect. 24 758-325 PART IV. DESIGN STANDARDS A. Interior Streets 1. Concourse Drive. The tone and pedestrian experience of the project will be largely determined by "Concourse Drive," a wide interior street which will meander ___through the project. The Concourse is intended to lend a unifying component to the project as well as link different uses together. a. Concourse Drive will consist of a 34' road bed with minimum 14 feet walkways on either side covered arcades may count up to nine rectalinear feet of the walkway. b. Concourse Drive will not be a public street, but will be open to the public subject to parking management rules and regulations as approved by the City and contained in the CC&Rs for the proj ect. c. All pedestrian walkways will be separated from the vehicular areas by curbs and gutters. d. Handicapped access ramps will be provided per the Code. e. Concourse Drive will be designed to accommodate fire trucks, semi-trucks, and other service vehicles. f. Concourse Drive, including all roadways, walkways, landscaping, furniture and fixtures will incorporate high quality materials and enriched paving. The overall effect should include dramatic lighting of landscaping, signs and buildings. g. Street furniture and pedestrian shelters are elements that would contribute well to the unified street edge. One style will be used throughout Concourse Drive in order to create a unique sense of place. Seats, benches, trash receptacles, bicycle racks, telephones, light fixtures, potted plants, signage and banners consistent with the architectural themes and concepts and other miscellaneous street furniture shall be included in a coordinated manner throughout the Concourse area. 25 758-326 h. Tree wells shall be a minimum of three feet by three feet with protective tree grates and collars. 2. Single Family Residential Internal Streets. a. The internal circulation road within the residential component of the project will have a minimum 22' wide pave roadbed and a minimum 3 ft. of landscaping on either side. The road is intended to serve as an internal road open to residents and their guests, Property management, garbage carts, etc., but it will not be a publicly dedicated street. No heavy trucks will be allowed on the internal road. b. The internal circulation road will incorporate high quality masonry paved materials between_ residential units. c. The internal residential road will be secured from general publio access thrOMgh the use of deoorative gates and other seourity devioes, as indicated on the site plan. 3. Vehicular Loading Access Roads. a. Service roads will incorporate asphaltic concrete paving with curbs and gutters. b. All service roads will be accessible by semi-trucks (wheel base 50) and service vehicles. c. Colored paving materials and concrete may be used as accent materials at entry locations (not including public right-of-way or required easement areas) on the property to visually define entryways. B. Building Mass. Form And Architectural Style. One critical component of the Main Street Concourse design is the consideration of architectural style, mass and form. Architectural style shall impart a distinct building image. Mass shall relate to the desired scale and form shall be used to lend interest to the overall effect of the mixed use development. 1. Building masses shall be simple in form and composed of strong geometric shapes including rectilinear forms with facade variations, round, columnar, stepped (terraced) or pyramidal 26 758-327 shapes. Building mass forms may be composed of ornate historical building styles or a combination thereof. 2. General building form shall be indicative of the functions that take place within. Pedestrian spaces and entrances should be apparent and ceremonial. 3. Internal building structure shall be delineated with clear definition of floors and vertical supports. 4. Large flat unarticulated building faces shall be avoided. 5. Window fenestration must be carefully orchestrated to complement the basic masses, provide scale and modulation of building surfaces and to allow perferation of solid shapes. 6. The mass form and orientation of commercial buildings must be sensitive to adjacent residential areas and pedestrian linkages. 7. Building forms may be exaggerated to express a particular style. 8. Special architectural enhancement shall be included at the pedestrian level of all commercial and retail buildings by utilizing added facade articulation and detail variation. C. Materials. The use of quality materials and detailing on highly visible surfaces will add elegance and maximize the statement of the style of the development. The Main 8treet Concourse _ development will embrace innovative uses of contemporary architectural materials. 1. Colored ceramic tiles, glass blocks, stucco, plaster, masonry, stone, and colored wood or high quality metallic trims are acceptable finish materials. 2. Textured and smooth concrete, decorative or textured concrete blocks, or steel and high quality metallic panels are appropriate building materials. 3. Non-reflective glass shall be used at pedestrian level for viewing and window shopping purposes. Reflective glass at upper levels is acceptable, but shall be compatible with the design style of the rest ofthe Main 8treet Concourse _ project. 27 758-328 4. 5. 1+. D. Color. The use of cloth awnings, fixed canopies, metal hand rails and other elements which cover and protect windows and pedestrian areas are encouraged. Signage on such elements must be consistent with the sign requirements contained in this Plan. Monolithic glass surfaces may be used with other accent materials in a visually harmonious manner in special applications as accent but should not be used as the dominant architectural theme. Structures utilizing glass curtain walls as the predominant design element are not permitted. 6. High rise buildings (including office buildings, the high rise hotel and high residential) shall incorporate multi faceted exterior facades and varied rooftops with set back lines. Glass storefronts shall be provided facing all streets, Concourse Drive, .the majef pedestrian oriented public plaza! adjacent to Concourse Drive, and the elevated pedestrian system. 1&. All building and site finish materials, colors and designs shall be reviewed and approved by the Planning Division prior to submittal to Building Division Plan Check. 19. Security gates for storefronts, if provided, shall be designed inside of the buildings. 1. Choices of color should promote a lively, festive and warm atmosphere. Dull colors should be avoided or used in limited amounts. In general warm contrasting colors should prevail with bright colors and pastels used for accent and detailing. A sense of pageantry shall be promoted through the use of color on signs, lighting, flags and banners and other devices. E. Public Art. F. Detail. Various forms of public art may be integrated into public spaces (not including public right-of-way) throughout the project. 1. Reveals, recesses and other architecturally sculptural elements shall be used to accent key features of the architectural design. 28 758-329 2. Upgraded light fixtures, door and window details and other feature items are encouraged. 3. Banners, flags and other colorful devices may be used to accentuate linear relationship at outdoor areas but only when approved in conjunction with the signage program as set forth herein. 4. All buildings shall incorporate architectural detail, multiple materials, generous landscaping, lighting effects and strong architectural design themes to soften building mass. 5. All architectural elements including building components shall be part of an integrated design. The entire project shall have a cohesive statement of theme and style. 29 758-330 PARTV. LANDSCAPE MATERIALS AND DESIGN The design guidelines outlined here will assist in achieving a distinctive development character for the project while ensuring compatibility between commercial and adjacent residential land uses. These plants are recommended, however, actual plant choices may be substituted depending on experience and actual soil conditions. The high quality of the development is reinforced through the coordinated design and selection of landscape and paving materials, and emphasis on unique landscape features. The following categories are addressed: 1. Main Street, Owens Drive and La'Nson Way setback areas. la. Main Street, Owens Driye and Lawson VI ay setback areas (Phase II1 2. Main Street, Owen Dri'le and Lawson VI ay street frontage areas. 3. Main Street and OV/ens Drive planted medians. 4. Residential areas. 5. Interior pedestrian street. 6. Multi use office forecourt. 7. Hotel entry court. 8. Parking struet1:lfe screen planting. 29. Temporary landscape adjacent to undeveloped parcels. 310. General notes. As phases are implemented, landscape plans (including landscape plans for any temporary parking areas) shall be approved which are consistent with aHEl implement these concepts _. Detailed landscaping plans prepared by a landscape architect, shall be submitted to and approved by the City of Santa Ana Planning Department and Public Works Agency (for public right-of- way areas) prior to issuance of a building permit and installed prior to issuance of a certificate of Use and Occupancy for the phase in question. Off-site landscaping shall be approved by the Department of Public Works as part of any street improvement plans. ^ .L.L. Main Street. OV/ens Drive fJ1d Lawson Via'! Setback Areas. To create a unifying elemem surrounding the project area, a landseaped edge will be maintained adjacent to Main Street, Owens Dri'/e and Lav,'son 'Nay rights of ':/ay. The edge will contain formal street tree plantings with turf and pa'ling below. 1. Main Street Phased. The Main Streot parkway area designated in Phase I will incorporate a formal row of street trees planted in a three foot 30 758-331 square planter within the standard City sidewalk and parlnvay of 10 feet as measured from the face of c1:l:rb. The installed street trees will continue throughout the entire length of the project. An additional area oflandscafle, inside the property line, will contribute to create a consistoot lffban landscape image. This area, '1arring in size from 15' minimum to 95 feet maximum, of large sculptural ground coyer Berms with trees planted in f-ormal alternating patterns will pro'lide a beautiful green buffer from the adjacent traffic and creates a pleasant, fledestrian scaled transition for the office tower employees and visitors. "^.. large e'.'ergreen hedge occurring along the total length of the Main Street site functions as a visual screen from the required on grade parking lot. .\ yery special sculptural garden with large inf-ormal canopy trees will become the maj or [OCliS during Phase I. Turf '.vill be consistently lised as the ground plane landscape treatment along the northwest frontage. .^..t the comer of Main Street and Owens Drive, a large sculptural groundcover berm with formal, alternating arrangement of trees becomes the strong landscape transitional element. A contiooation of the same landscape vocabulary occurs around the comer of OWooS Drive. Suggested minimum elements of this streetscape area are as f-ollows: (a) Street Tree: Arecastrum romanzoffianum Queen Palm. Size: 15' tall (brown trunk height). Spacing: Planted at 30' OR center ':/hoo not prevented by traffic sitelines, BCR and ECR setbacks, light standards and fire hydrant clearances or underground utility lines, i.e. lighting, gas, electrical, water, sewer, etc. (b) Perimeter Backdrop Tree: Gleditsia triacanthos inermis Skyline Honey Locust. Size: 36" box. Spacing: 30' on center spacing. (c) Parking Lot Tree: Brachychiton populnous Bottle Tree. Size: 21" box. 31 758-332 SpaciNg: spaces. One tree every four to five parking spaces. Note: Trees are to be planted in over sized boxes to facilitate future reuse of the trees on the project. (d) Sculpture Garden: Koelreuteria bipinnata Chinese Flame He&.- Size: 18" to 60" Box. Spacing: Inf-ormal. (e) Parking Lot Hedge Shrub: LigM:strumjaponicum "Texanum" 'NaxleafPrivet. Size: 5 gallon. Spacing: 30" on center. (0 Landscaped Berm: Hypericum calycinl:lffi f~aron's Beard. Size: Flats. Spacing: 8" on cooter, triangular spaced. (g) Turf: Marathon Fescue II Fescue blend. Size: Sodded. la. Main Street Phase II The Main Street streetscape will be landscaped '.'lith 15 feet of turf adj acent to the curb and an additioflal 10 15 feet of accent paving along the retail building frontage. Traditional parkway side'.valks shall occur at all locations not adjac0fl:t to a retail building. The sidewalk area will accommodate pedestrian traffic along Main Street, and provide easy access to retail businesses. Turf planting exteflds fi'le f-eet inside of the property line. f~ water feature on site Vlill drav/',isitors into the project and provide a major f-ocus. A '.vide range of landscape features such as seahvall rings and aceeNt pots with topiary trees 'Hill animate the street, all per the approved site plan. At the comer of MaiN Street aNd Owens Dri'.'6, a ring of accent paving and turf provide a base for a sculptural accent feature the feature occurs inside the property line and aelrn.O'.vledges the importance of this comer as a pedestrian access point. .\ allee of orchid trees leads pedestrians into the Central Court. 32 758-333 Detailed right of v;ay improvement plans cOfltaining the above descriptiye scenario will be presented to the Public Works Agency for approval. That plan. may be altered subject to requirements of that Agency. Suggested minimum elements of this streetscape are as follov;s: (a) Street Tree Arecastrnm rosanzoffia1'H:lfIl, Queoo Palm, Size: 15' tall (brown trunk). Spacing: 30' on center. (b) Secondary Mall Tree Gleditsia triacanthos inerrnis "Skyline"; Honey Locust. Size: 18" Box Sflacing: 30' on center. (c) Seatwall Rings 18" high x 20" wide, poured in place concrete. Tree: Gleditsia triacanthos inermis Skyline Honey Locust. Size: 48" Box Groundplafl:e: Annual color. Size: 4" pots. Spacing: 8" on center. (d) Bus Drofl Off Area Koelreuteria bipinnata, Chinese Flame ~ Size: 48" to 60" Box. Spacing: Informal. ( e) Center Court Bal:lhinia '/anegata, Purple Orchard Tree. Size: 24" Box. Spacing: 10' on center, planted in raised seat planters. (f) .^~ccent Pots/Small Topiary Tree Syzygium pan.iculatum, Brush Cherry. Size: 24" Box. Spacing: 24' on center, planted in pots in a formal row. 33 758-334 (g) Tl:H:f: Marathon Fescue II Fescue blend. Size: Sodded (h) Landscaped Benn Marathon Fescue II Fescue blend. Size: Seeded. Note: i'\rchitectural benn (less thaR 3') to screen any interim parking. 2. Owens Dri'le Phase I. The Owens Drive setback area in Phase I v;ill be landscaped in a formal row of street trees planted in tlKee f-oot square planters with approyed root barriers within the typical City of Santa }Jla sidewalk standards and a 10 foot parkway for the portion of street frontage between Main Street and the Hotel site. From the Hotel site east'llard to Lawson 'Nay the spacing of trees will be informally spaced to aceentuate the park like spacing fOlHld iFl the adjacent medians and Santiago Park streetscape. The installed street trees will remain planted where there will be no circulation conflicts with future phasing. A large selilptural ground coyer berm planted with a formal row of alternating perimeter trees will screen the required on grade parking lot. TUi"f and groundcoyer areas expand significantly at the residential area. Easy pedestrian access is provided along the street, and buffered from adjacent vehicles. Service entrances and utilities are screened from view with buffer planting. Suggested minimum elemoflts of this streetseapo area as f-ollows: (a) Street Tree: Platanus aeerfolia London Plane Tree. Size: 24" Box. Spacing: 35' on center spacing when not prevented by traffic sitelines, BCR and ECR setbaeks, light standard and fire hydrant clearances or underground utility lines, i.e. lighting, gas, electrical, '.vater, sewer, etc. (b) Perimeter Tree: Gladitsia triacanthos inermis Skyline Honey Locust. Size: 36" Box. 34 758-335 Spacing: 30' on center. (c) Parking Lot Tree: Braehychitofl populneas Bottle Tree. Size: 24" Box. Spacing: One tree every four to five parking lot spaces. (d) Landseaped Berm: Hypericum calyciIll:lfl1 }..aron's Beard. Size: Flats. Spacing: 8" on center, triangular spaced. Note: Architectural berm (less than 3') to screen any interim parking. (e) Front yard Tree: Bauhinia variegata Purple Orchard Tree. Size: 24" Box. Spacing: 15' on center. (f) Groundcover: Myaporum parvafolium Drought tolerant variety. Size: Flats. Spacing: 12" on center, triangular spaced. (G) Turf: Marathon Fescue II Fescl:le blend. Size: Sodded. The landscape treatment f-or de';elopment categories 3 to 9 will be the same application f-or Phase I and Phase II. 2a. Owens Drive Phase II The Owens Drive streetscape area will be landscaped with 15 feet of turf adjacent to the curb (five f-eet inside of the property line) and an additional 14 feet of accent paving adjacent to retail building frontage. Traditional full width sidewalks are required in all areas not adjacent to rotail area. Turf and groundcover areas expand significantly at the residential area. Easy pedestrian access is provided along the street, and buffered from adjacent vehicles. Service entrances and utilities are screened from 'lie".'1 with buff-er planting, per the appro'/ed site plan. The street setback of the project along Owens Dri'/e adjacent to Santiago Park shall be 35 758-336 designed to match plant material and design eonoepts of Santiago ~ A. detailed specifio plan oontaining the abo';e desoriptive soenario will be presented to the Public \Vodes }..gency for approval. That plan may be altered subject to requirements of that Agenoy. Suggested minimmn elements of this streetsoape area are as follows: (a) Street Tree: Platanus }..cerfolia London Plane Tree. Exoept at retail Size: 21" Box. Spaoing: 35' on center when not prevented by traffie site lines, BCR and ECR setbacks, light standard and fire hydrant olearances or undergro\ffi.d utility lines, i.e. lighting, gas, electrieal, water, sewer, eto. (b) Secondary Mall Tree Gleditsia triacanthos "Skyline", Honey Locust; size: 48" box @ 30' 0" on center in f-ormal FeW:- ( c) Screen Tree Eucalyptus sideroxylon "Rosea", Red Ironbark; size: 24" box @ not less than 12' 0" on center spaoing informal arrangement. (d) Front yard Tree Bauhinia variegata, Purple Orchard Tree; size: 24" box @ 12' 0" on center diagonal spacing. (e) Garage Vent Screening (a dense vertical hedge screeaing and buff-ering garage vents from the publio): Syzgimn paniculatum, Bush Cherry, size: 15 gal. @ IS' 0" on eoo.ter planted in a formal hedge row. (0 Groundco';er myaporum parvafolium drought tolerant variety, flats @ l' on center spacing, triangular spacing. (g) Turf Types Marathon II, Fesoue blend sodded; shall be consistent throughout pro-j eot. 3. Ov;eas Drive and Lawson Way Intersection. Suggested minimum element of this streetscape are as f-ollows: 36 758-337 (a) Street Tree Plataoos acerfolia, LondoR Plane Tree; size: 2 1" box @ 35' 0" on oenter spaoing in a formal ro'.'.'. (b) Secondary Tree Sohinus molls, California PCflper; size: 21" box @ 20' 0" to 10' 0" on oenter inf-ormal spaoing. (c) Shrub Types Bougainyillea 'Raspberry Ioe', size. 5 gal. informal spacing. Ceanothus' ,Julia Phelps', size: 5 gal., informal spacing. Myoporum 'Paoificum', size: 5 gal., informal spacing. (d) Turf: Marathon Fescl:le II Fescue blend sodded 1. Lawson \Va'{. Suggested minimum elements of the streetscape are as follows: (a) Street Tree Melaleuca leucodendron quinquenervia, CajCflut Tree; size: 24" box @ 30' 0" OR oenter, planted in a formal row. (b) Front Yard Tree Bal:lhinia yariegata, Purple Orchard Tree; size: 24" box @ 12' 0" on cooter diagonal spacing. (c) Residential.L\.rri'/al Court Lagerstroemia indioa (multi stem), Crape Myrtle; size: 24" box @ 15' 0" triangular spacing, informal. (d) Turf Types Marathon II, Fescue blend sodded. Shall be consistent throughout proj oct. B. Main Street .And Owens Dri'/e Planted Medians. 1. Main Street. (a) Street Tree Pinus canariensis, Canary Island Pine, size: 24" box @ 35' 0" on conter spaoing. (b) Turf Types Marathon F escuo II, sodded, with berm shall be consistent throughout proj ect. 2. Owens Drive. (1) Street Tree Platanus Acerf-olia, London Plane Tree, size: 24" box number spacing and arrangement as specified. 37 758-338 (2) Turf Types Marathon Fescue II, sodded. Tarfblood to match with existing turf. C. Residential Areas. 1. Recreation Areas. (a) Trees Eucalyptus sideroxylon "Rosea", Red Ironbark; size: 21" 60": box, 15' 0" to 20' a", informal spacmg. Brachychiton populneus, size: 21" 60" box, 15' 0" to 25' 0", informal spacing. Schinus terebinthifolius, Brazillian Pepper, size: 24"-60" box, 15'-0" to 35'-0", informal spacing. (b) .^..ccent Trees Archontophoeflix c)'llilinghamiana, King Palm; size: 20' 0", brown trunk, 12' 0" to 20' a", inf-ormal spacmg. 'tV ashingtonia filifera, California Fan Palm, size: 20' a", brown trunk, 12' A" to 20' 0", inf{)rmal spacmg. (c) Barbecue kiosk/recreation building 20'x20' square. (d) Pool and Spa 25'x50' pool and 10' diameter spa. Formal character . 2. Interior Common Open Space. (a) Interior Vlalk Tree (i) Tristania conferta, Brisbane Box; size: 36" box, 25' 0" on center spacing; (ii) Heteromeles arbutifolis, size: 36" box, 25' 0" on center spacing. (b) Turf Types Marathon Fescue II, Fescue blend seeded. Shall be eOflsistent throughout proj ect. (c) Vine Pockets all three story wall, hebertia scandens or antigaon leptopus, 15 gal., 15' A" on center. 38 758-339 (d) Groundco'/ers drought tolerant '/ariety, flats @ 4" on center, triangular spacing. (e) j\ccent Paving At base of building at f1001 areas, path system, auto col:H1:s and arri'/al court. Sa'1; cut concrete with integral color. (f) Stream 'Hater Featl:lfe informal character, linking pool area with hotel f10rte cochere. Ml.dtiple accent planting. (g) Lattice Trash Enclosure (Phase I only) vine covered trellis structure. Bougainvillea 'San Diego Red', 15 gal. @ 15' 0" on center spacing. ')listeria sinensis, Chinese 'Nisteria; size: 15 gal. @ 15' 0" on center spacing. (h) Residential Internal Road Grewia cafra, 15 gaBon, espallier Liriope spicata, 4" pots Heteromeles arbutifolia or lagerstroemia indica, 15 gallon. 3. Private Open Space: (a) Patio Tree Heteromeles arbutifolis or Rapheolepis Indica tree f-orm cultivar, size: 21" box, iRf-orma-l spaciRg. D. ConCOl.H'se Dri'/e. 1. Street Tree \Vashington filifera, California Fan Palm; size: 25' 0", broy.1.1 trunk @ 30' 0" on center spacing, planted in a f-onnal arrangement. 2. Ornamental Street Lighting size. 20' 0" high @ 30' 0" triangl:l.lar spacing .vith plan trees. 3. Ornamental Pots planted with annual color. Pot to match size furnishing selection. Flats @ 1" OR cemer spacing. 4. Garage Vent Screening (a dense '/ertical hedge screening and buffering underground garage vents from the public): Syzygium paniculatum, Bush Cherry, size: 15 gal. @ 3' 0" on center, f1lanted in a formal hedge row. 39 758-340 5. Aecent Pa',ing through interior street. Saw eut concrete, with integral color. E. Pedestrian Oriented Public Plaza. 1. Formal arrangement in tree grates. Palm Bosquet V/ashingtonia filifera, California Fan Palms, size: 25' 0", brown trunk, 20' 0" on center spaeing. 2. Central Fol:lfltain formal cireular ,,<,ater feature with vertical spray jet&; 3. .^"ccent Paving saw cut concrete, integral color, throughout forecoart area, exclusive of public rights of way or required easements. F. Hotel Entry Court. 1. Street Tree '.Vashingto1'lia filifera, California Fan Palms, size: 25' 0", brown trunk, 35' 0, on center, planted in formal arrangements in tree grates. 2. Entry Dri',e Tree Jacaranda mimosif-alia, Jacaranda; size: 60' box planted in f-armal arrangement. 3. Ornamental Pots planted with annnal color. 4. Turf Types Marathon II, Fescue blend sodded; shall be consistent throughout proj ect. 5. Accent Paying throughout saw cut concrete, integral color. G. Parking Structure Screen. Landscaping shall be used to soften '<,isual impact of all parking stmctures. The use of vines is encouraged. 1. Screen Trees: (a) Eucalyptus Citriodora, lemon scented gum, size: 36" box, 15' 0" on center spacing, informal spacing. (b) Podocarpus macrophyllus, Yew Pine, size: 36" box, 15' 0" on center spacing, f-annal arrangement in a rmv. 40 758-341 2. Screen shrubs at groundplaRe. Syzygil:1fll paniculatl:Hll, Bush Cherry; size: 15 gal. @ IS' 0" on center spacing. 3. Ornamental groundcovers. Drought tolerant groundcovers, flats 4 II on center, triangulai" spacing. 4. Vines: Suggested types: Parthenoeisns Tricuspidata, size: 15 gal. @ IS' 0" on center spacing; Bouganvilla species, size: 15 gal. @ 15'0" on eoo.ter spacing; HeMS Pumila, size: 15 gal. @ 15'0" on center spacing; Antigonon Ceptopus, 15 gal at 15 ft. O.c.. ~ Temporary Landscape Adiacent To Undeveloped Parcels. Areas of the site not developed in the initial phase shall be developed as surface parking and shall comply with the following standards. A temporary landscape will be installed in all undeveloped areas. 1. Setback Areas - Will be fully planted with turf, trees and ornamental groundcover. 2. Parking Areas - Trees equal in number to one (1) per each ten (10) parking stalls, size: minimum 15 gallon. (These trees shall be arranged in eight and one-half (8-112) feet by eighteen (18) feet minimum planting bays surrounded by 6" high curb). 3. Berm - Architectural berm of sufficient height (but no greater than 3 feet) to screen surface parking lots shall be installed along Main Street and Owens Drive. Berm will be fully landscaped, and the size, number and type of planting shall be in accordance with the City's commercial development standards. Turf areas shall not exceed four to one slope. 4. Canopy Trees - Planted informally will supplement streetscape plantings. Size: minimum 24" box. Species to be determined. The size, number and spacing shall be in accordance with the City's commercial development standards. 5. Turf Types - Shall be consistent throughout project (Marathon II) 6. Shrubs - Shall be used for screening of parking areas and for special effects at building entries. 7. Special Sculptural Features - Will accent undeveloped parcels, prior to project buildout. lit General Notes. 41 758-342 1. All landscaping shall be maintained in a healthy and attractive condition. Maintenance should be carried out in accordance with established horticulture practices. Irrigation problems must be resolved promptly to assure plant survival. Prior to planting soil must be property prepared to assure plant survival. 2. Textured concrete paving in the short term parking will be sealed f-or ease of maintenance and protection from vehiele oil leaks. 3. Planter areas in the slab over underground parking will be sealed for water proofing with asphalt coating and a liner. 14 No use of Queen Palms for the project interior areas. ~. No electrical, mechanical or plumbing apparatus shall be located in required setback areas. 6. Vine poekets and/or fenestration shall be provided at all tm-ee story walls of single family attached housing to minimize the blank garage walls. 1+. All landscaped areas shall be irrigated using an automatic irrigation system. A schematic irrigation system employing pop- up type sprinkler heads, backflow preventer, automatic time clock, and where applicable, a quick coupler adjacent to all trash enclosures shall be provided. 1&. On site trees will be spaced in coordination with required existing parkway trees. 19. The development will provide double-staking for all newly planted trees (on and off site). 1M. Only low shrubs and/or ground cover shall be planted in landscape areas used for parking overhang. F. Planting and landscape walls shall be used to screen all appurtenances, such as transformers, meters, trash enclosures, air conditioning units, etc. ~. Phasing of landscape implementation shall be compatible with the construction schedule for the entire project, as per the approved site plan. 42 758-343 ~. All fountains and water features throughout the project shall be plumbed for non-potable "gray water" for conversion when such water is available. B+4. A xeriphytic landscaping materials and irrigation design shall be used for this project. In addition, the plant palette shall mirror that of Santiago Park, where the park is adjacent to the project. 43 758-344 PART VI. SIGNAGE A. Intent. Every sign in the .Main Street ConeolHse _project will be part of a planned sign program which will be submitted for IPlanning departmoo.t _ review and approval in accordance with the criteria set forth in this Plan and _ Divisions 3 and 4 of Ordinance No. NS 2116 (Sections 41 ggO thiough 41 894 of the Code adopted March 18, 1991). The purpose of this section is to set forth permitted sign types and provide minimum standards for signs within the Main Street ConcolHse _ Specific Development Plan. Consequently, this document identifies and specifies those design criteria for the planned sign program which are different than those set forth in the Code. In considering the planned sign program, the provisions of the Plan shall control. The Main Street Concourse _ project is envisioned as a superior quality urban-style mixed-use complex, .architecturally spectacular ffiH commercially restrained. Environmental graphic design will be innovative and attractive but never excessive. Tenant identification on the perimeter of the project (i.e. external signage) will be held to a practical minimum. However, it is critical that the internal signage, particularly the signage along the Concourse, be compatible with the kind of exciting dynamic environment which is intended to be created. For the purposes of this Plan, the "interior" ofthe Main Street ConcolHse project is depicted on Exhibit B attached hereto, and incorporated herein. B. Sign Message Categories. The project sign program shall address the following categories of information: . Project and major facilities identification at site entries . Tenant identification signage . Regulatory vehicular signage . Directional vehicular signage . Street identification . Informational pedestrian signage . Directional pedestrian signage . Building identification signage . Site directories and orientation maps . Service signage . Parking level and area identification signage . Visitor directional and informational sign age . Building address signage . Building/site directories 44 758-345 . Ele'iator identification and fire/lif-e safety . Office tenant identification signage . Typical door identification signage . Restroom and telephone identification signage . Operation information signage . Electronic cinema marquee . Loading dock information . Loading dock numbers . Bus and taxi identification . Bus and taxi loading and ooloading information . Construction barricade . Fixed Guideway signage (future) C. Physical Sign Types. Physical classification of project signage will be by the following categories: 1. Freestanding signs. 2. Wall/canopy signs. 3. Projecting signs. 4. Marquee signs _. 5. Under canopy/window/hanging signs. 6. Major building identification. D. General Criteria. The following design guidelines generally address the design criteria for the sign program. 1. Color and typography of signs will be evaluated on the basis of aesthetics and legibility rather than conformance to strict criteria. 2. Intermittent lights, bare bulbs, neon, illusions of motion, or other mechanical movement are acceptable only within the interior of the project. Such signage could be used with respect to the theatre, health chm, or restaurants. Such signs shall not be visible from the perimeter public right-of-way or the residential development in the project. 3. Well designed pageantry systems consisting of flags and banners, festoons, flag canopies and related displays will be permitted on the interior of the Main Street Concourse _project, provided they are consistent with the overall design of the signage plan, and do not create a safety hazard and do not adversely affect adjacent land uses. 45 758-346 4. The sign program shall acknowledge approval of carefully worded parking garage signage and on-site circulation directional signage for Phase I and Phase II per the EIR and the Ampco parking study. E. 1. Freestanding Signs a. Exterior to the Proiect. The project may incorporate a maximum of seyen freestanding double faced signs which are '/isible from the exterior of the project, with five signs haying a maximum sign face of 60 square feet and a maximum height of 15 feet. There may be a total of two freestanding signs measuring no more than 30 feet high v;ith a 120 square f-oot faee 'lIhieh are '/isible from the exterior of the project. A free standing sign for each related address, such that the proj eet address shall be located on a sign which can be easily seen from the street. Such freestanding signs need not be placed in planters but may be located along or across a public or private street. b. Interior to the Proiect. 1. 'Within the interior of the proj ect, there may be six freestanding signs. Such signs may be f-or indiyidual tenaFlts, project identification or directions. Interior freestanding signs shall not exceed 7 feet high and 45 sq. ft. maximum sign area. Signs located in the interior shaH only be oriented for viewing from the interior. 2. Wall/Canopy Signs. a. 'Nall signs interior to the project may be placed higher than the seeond floor on an area ....,here there are three stories of retail and the third story of retail spaee has a separate third floor access. .. All signs need not replicate a specified shape, design or materials. Diversity will be allowed, provided that the signs relate to each other well even though they are configured differently. Signs ....;ithin the interior of the 46 758-347 proj ect which use mirrors reflecting a direct light source or utilize flashing, blinking or sequence lights may be used pro'/ided they do not visually predominate from the exterior of the project so as to create a safety hazard, or so as to adversely affect adjacent land uses. 3. Projecting Signs. a. Within the interior portions of the project, such as along the Concourse, one projecting sign per pedestrian level tenant may be provided. b. The project may provide any number of such signs with mixed types so long as the style of the signs area aesthetically compatible. Projecting signs shall be located no closer than 15 feet from one another. Projecting signs may be located on all stories of retail uses in the project. c. The sign face of each projecting sign shall be compatible with the scale of the space being identified. d. External to the project there may be one major projecting entranee sign f-or each side of a pedestrian or yehicular entrance. Each such projecting entrance sign may not exceed 21 f-eet in '/ertical dimension. 4. Marquee Signs. The . may have a major marquee sign at the cineplex entrance. The marquee sign may be large enough to accommodate the informational requirements of the uses being identified, and may employ changeable copy _ _. 5. Signs Under Canopies And Marquees. The area of any si 24 square feet . Such signs shall meet all minimum Building Code height clearances. 6. Major Building Identification Signs. Major building identification signs need not be located at the top story of a building, but should be limited to the top five stories. With respect to letter height, for structures within the MaiN Street Concourse Plan area with fifteen or more floors, the letters used for 47 758-348 major building identification signs will be calculated at 4 inches per floor over 18 floors plus a base allo:wance of 12 inches. Thus, for the planned 32 story office structlKe, the height of the letter permitted will be approximately 140 inches. Signs shall not exceed 40% of the width of the signable area. Major building identification signs shall not be permitted on residential buildings. There shall be a maximmn of one sign per elevation and foUi' signs per building maximum. ~ Temporary Identification Signs. a. _ Sale or Lease Sign: One sign per street not to exceed eighty (80) square feet in area advertising the sale, lease, or hire of the site will be allowed. The sign may be illuminated. The sign may not exceed 16 feet in height. b. _ Construction SigI'l: One sign not to exceed eighty (80) square feet in area denoting the architects, engineers, contractor, brokers, designers and other related subjects will be allowed at COIIHRencement of construction. Said sign will be remoyed within thirty (30) days after issuance of an occupancy permit f-or the building. The sign may be illuminated. The sign shall not exceed 20 feet in height. c. _ Temporary F1:ltlKe Tenant Sign: One sign allowing the identification of futlKe tenants will be allowed. Such signs shall not exceed tv/ent)' (20) square feet in area. I&- Submission Of Main Street Concourse _ Plan Signing Design Program. Project applicant shall submit a planned ro'ect sign program for review by the Planning Department in accordance with the standard I1lanning department procedures and this Plan. The following Code proyisions haye been identified as being incompatible with the overall goals and objectives of the Main Street Concourse Plan and therefore these Code sections shall not be applicable to the sign program for the Main Street ConcolKse. The relevant Code sections are: *Section 41 860(a) (3) (prohibits moving signs); 41 861(2) (prohibits flags and banners); 41 862(a)(1) (limits size of freestanding signs); 48 758-349 41 862(b)(2) (signage must be in a planter); 41 862(b) (4) (limits signs Hear residential uses); 41 862(b)(5) (spacing limits on freestanding signs); 41 862(c) (2) (height limits); 41 862( c) (3) (limits site to one freestanding sign); *41 862(d)( 4) (no mirrors or flashing, blinking, sequenced lights); 41 862(d)(5) (limits location of project address); *41 863(d)(l) (4) (limits on location of wall or canopy signs); 41 863(e) (1) (all signs consistent in shape, type and materials); 41 863(e) (4) (no mirrors or flashing, blinking or seqaenced lights); 41 864(a) (limit projecting signs); 41 864(b) (2) (no projecting sign may be v;itmn 50 feet of another); 41 864(b) (3) (1'1:0 projecting sign higher than ground level); 41 864(c) (2) (face ofprojecting sign shall not exceed 25 sq. ft.); 41 864(c) (4) (face ofprojecting sign must be less than 4 feet from walBt 41 864(c) (5) (face of projecting sign mast be less than 7 ';ertical feetf,- 41 864(d) (1) (sign copy may not exceed 50% of sign face); *41 864(d) (3) (no blinking, flashing, unshielded or sequenced lights); 41 865(b) (limits on sign face and copy area ofmarqaee signs); 41 865(c) (limits on dimensions f-or marquee signs); 41 866(d) (limits signs under canopy or marquee to 4 sq. ft.); 41 866( e) (limits letters on signs oodcr canopy or marqaee to 8 inches); 41 867(d) (reqaires building identification signs to be on top story); 41 867(e) (letter height limits f-or building identification signs); 41 868(a) (3) (sign face limits f-or residential identificatioR signs); 41 868(a) (4) (height for residential identification sign cannot exceed 6 feet); 41 868(a) (5) (width for residential identification sign cannot exceed 8 feet); 41 868(b) (limits on directory type signs); *41 872(a) (limits on directional signs); and 41 872(e) (limits on construction signs). }J1 "*" denotes regulations which are applicable only to the exterior of the proj ect. 49 758-350 PART VII. LIGHTING Street lighting can be used to help unify the Main Street Concourse __ and add to the "festive" atmosphere being sought. On-site parking lot and building light fixtures may vary from one sub-area to the next but illumination levels shall remain consistent and not compete with street lighting and signage. Appropriate special lighting effects that will be compatible with the overall design concept are encouraged. Street lighting and parking lot parking contribute to the safety and security of the project. Unique lighting fixtures may provide easy identification of the project for motorists. Lighting potentially visible from adjacent property shall be subdued and incorporate cut-off shields or be oriented to the interior of the project. Lighting shall not interfere with vehicular traffic. A. Street Lighting/Exterior To The Proiect. (Public Right-of-Way) 1. All street lighting along Main Street, Owens _ and Lawson shall be of singular design placed at regular intervals, mounted atop concrete or metal standard and installed per City specifications as required. 2. Light standards, poles, and ballards shall be of common design with durable finishes and materials to create unity along the project perimeter, in accordance with the City's commercial development standards. B. On-Site Parking Lot, Pedestrian Lighting, Concourse Drive. 1. Pedestrian scale lighting should illuminate entry ways, courtyards, parking lots and other such areas. 2. Lighting should be used to enhance landscaping and reinforced architecture, with dramatic uplighting or wall shadow effects with plant materials encouraged. 3. Parking lot light fixtures and bollards shall be consistent in styling with the design theme proposed for that sub-area ofthe project. 4. The use of neon and other specialized lighting effects that would reinforce the attractiveness of the project to pedestrian traffic and incorporate the design theme of the project may be used. 5. The use of white or clear string lighting in trees around outdoor pedestrian areas may be used. 50 758-351 6. Washing large wall areas with light to create shadows from landscape materials may be used. 7. Lighting along the Concourse Drive shall be carried out as part of the unified scheme to help create festive recreational atmosphere. C. On-Site Building Lighting. 1. Service area lighting for large uses shall be contained within service yard boundaries with light sources concealed. 2. Building illumination and architectural lighting will be creative and reinforce the design theme. Indirect wall lighting or "raw wall washing" overhead downlighting, will be utilized throughout the commercial development. 3. In residential areas, warm simple lighting will be employed. These components could include uplighting of building entrances and courtyard trees, subtle soft lighting effects, washing of walls with light from concealed ground sources. 4. In residential areas the use of specialized lighting effects such as neon and internally illuminated signs shall be avoided as shall any blinding, bright or flashy effects. 5. Lighting shall not cast any glare onto adjacent lots and streets outside the perimeters of the Main Street Concourse _ project in such a manner as to decrease the safety of pedestrian and vehicular movement. 6. Architectural lighting should be used to articulate the particular building design. D. Re uired Minimum Maintained Illuminance Levels Classification Minimum Maintained Horiz. F.C. at GrOl:lfld :Min. }.. vg. Vert. F.C. \Valkways Adj acent to Roadways 1.0 F.e. 2.2 F.C. @ 51 758-352 Intermediate i\reas Residential Areas \Valkways Distant to Road'l/ays Open Facility (Parking Lot) Covered Facility (ParkiRg Structure) Ramp and Comers Entranee Areas 0.6F.C. 1.0 F.C. 1.0 F.e. 1.0 F.e. 4:1 5.0F.e. (daytime) (sum of electric + daylight) 4: 1 5.0F.e. (nighttime) 10.0 F.C. (daytime) 50.0 F.e. ( daytime) 52 758-353 &-feet 1.1 F.C. @ 5 feet 0.5 F.e. @ 8 feet 0.5 F.e. 1. The minimum to average uniformity ratio of illuminance levels on non residential pathways should not exeeed 5: 1. In residootial areas, a ratio of 10: 1 is aeeeptable. 2. fJI enelosed eorridors shall be illuminated to a minimmn one (1) footcandle of light. 3. Lighting designs for each phase of development inchuiing Photometric footcandle calculations of aU parking lots and v;alkways shall be reviewed by the Poliee Department of the City of Santa f.na f-or consistency '.yith this Plan. 4. The use of loVl pressure sodium as a lighting source is prohibited. 53 758-354 PART VIII. OPERATIONAL STANDARDS 1. Unless herein permitted to the contrary, all commercial activity shall be conducted within a building. 2. All activity on the site shall be designed, built, operated, and verified in compliance with the mitigation monitoring program of the certified final Environmental Impact Report for this project. 3. Should special assessment, Mello Roos, or other financing be utilized, written disclosure of such financing shall be disclosed in writing to all purchasers and lessees within the project. 4. The following studltes _ reviewed, approved and from time to time modified and approved by the City shall be implemented and maintained throughout the project: Trash operations plan Security plan Shared parking analysis Parking operations plan 5. All residential units within the project shall be built, subdivided and sold for individual ownership. 6. All trash consolidation areas within the project including residential shall be maintained and operated for the recycling of solid waste materials to the satisfaction of the Public Works Agency. 7. The trash pick-up operational plan (letter agreement with the City) shall be incorporated into the CC&R's of the project. In addition, funding for private ear! pick up of trash from the individual townhouses to a central point shall be established prior to building occupaney. 8. All circulation and parking operational procedures for the entire project including but not limited to the bollards, security gates, loading zones, reverse traffie lanes, parking management, >ralet and trash pick-up shall be maintained by the project management and included by reference in the CC&R's. 9. The CC&R's shall include provisions to prohibit the construction of walls in the townhouse.fe.w: .car garage that will disrupt the ability to park resident and guest vehicles in all four __spaces. 10. The CC&R's shall prohibit recreational vehicle parking or storage on-site. 54 758-355 11. The CC&R's shall contain provisions to preclude exposed television, ham radio, dish, or other antenna and mechanical equipment. 12. The proposed non residential parking requirement relief shall not be greater thaR proportional to phase size no more than a 20% maximum reduction and subject to conditions of a parking reduction varianee. Prior to Phase II, the parking requirement may be reexamined at the deyelopers option. The parking requirement as determined tm-ough a parking demand study of occupied Phase I, may be readjust (up or dovm) by the Planning Commission as a eondition of Phase II building permit. 55 758-356 P}~T IX.. CONCEPTU}.I.L PLAN APPROVAL The eity herooy approves these certain eonceptlial site plans for Main Street Coneourse prepared by Johannes 'Ian Tilburg & Partners, approved in the City's Site Plan Review process aoo illustrated on Exhibit C I and C 2 attaehed hereto (hereinafter the "Conceptlial Plan"). Approval(s) of non material amendments or modifications to the Conceptual Plan or any final Plans approved by the City may be made by the City of Santa l\na Directors of Public V/orks and Planning. The Owner shall have the right to appeal any ad'/erse decision, first to the Planning Commission and then, if necessary, to the city Council. }~ "non material" change shall be a minor site plan alteration in harmony '.'lith this Plan and any de'!elopment agreement ,>,!hieh may then affect the property. The Conceptual Plan assumes the eventual acquisition by the developer of the Main Street Concourse projeet of the Polly's Pic site at the eorner of Main and OV/ens. ConsequeNtly: No bliilding permit shall issue for any development of the subjeet property until one of the [-allowing conditions has been satisfied: (1) The de'!eloper of the Main Street Concolirse Project shall have acquired the Polly's Pies site. (2) The deyeloper ofthe Main Street Concoillse Project shall have entered into an agreement with the Community Redeyelopment ,'\gency of the City of Santa l\na whereby the developer agrees to purchase the Polly's Pies site from the Redevelopment }~geney if it is acquired by the Redevelopment Agency, and the Redevelopment AgCflCY either shall haye acquired title to the Polly's Pies site or shall have obtained a right of possession of that site pursuant to an action in eminent domain. (3) The developer of the Main Street Concourse Projeet shall have obtained approval by the City (subject to reasonable conditions) of (a) a tentati'!e slibdivision map which does not ine1ude the Polly's Pies site, and (b) a development plan for the Main Street Concourse Projeet, in accordance with the zoning reglilations applicable to the SD district, whieh assumes the non aequisition of the Polly's Pies site by the de'loloper. fJI Phase II improvements shall be submitted to Site Plan Review and the Planning Commission for revie'.v and approval in conf-armance with this Specific Development and any Development Agreement, tract map conditions, conditional use permit or variance applicable to this site. 56 758-357 All material amendmonts or modifications to the eonceptual plan shall be reviewed and appro'/ed by the Planning Commission. 57 758-358 KO - 2/1/05 RESOLUTION NO. 2005-017 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2004-28 AS CONDITIONED, VESTING TENTATIVE TRACT MAP NO. 2004-07 AS CONDITIONED AND SITE PLAN REVIEW NO. 2004-05 FOR THE PROPERTY LOCATED AT 2775 NORTH MAIN STREET (COUNTY MAP NO. 16565) 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. Applicant is requesting approval of various entitlements in order to construct the City Place Development, a mixed use project consisting of 57,700 square feet of commercial space (being a mix of sit-down restaurants, retail and market); 73 for-sale, live-work lofts and 168 for-sale townhouses, for the approximately 17.7 acres located at the northeast corner of Main Street and Memory Lane, 2775 North Main Street. B. On October 25, 2004, the Planning Commission held a duly noticed public hearing, and voted to continue the matter to December 13, 2004. C. On December 13, 2004 the Planning Commission voted by a vote of 6: 1 (Sinclair opposed) to recommend that the City Council: 1. Adopt a resolution certifying Final Environmental Impact Report (EIR) No. 2004-01. 2. Adopt an ordinance approving Zoning Ordinance Amendment No. 2004-06. 3. Adopt a resolution approving Development Agreement No. 2004- 04. 4. Adopt a resolution approving Conditional Use Permit No. 2004-28 as conditioned. 5. Adopt a resolution approving Vesting Tentative Tract Map No. 2004-06 (County Map No. 16565) as conditioned. 6. Adopt a resolution approving Site Plan Review No. 2004-05. D. The City Council of the City of Santa Ana held a duly noticed public hearing on the abovesaid actions for City Place Development on February 7,2005, and at that time considered all testimony, written and oral. 758-359 Resolution No. 2005-XXX Page 1 of 3 E. Vesting Tentative Tract Map No. 2004-07 seeks to subdivide the land and future residential condominiums. The City Council of the City of Santa Ana determines that the following findings have been established: 1. The proposed project, as conditioned, and its design and improvements are consistent with the Low Density Residential land use designation of the General Plan and are otherwise consistent with all other elements of the General Plan and any applicable specific plans. Vesting Tentative Tract Map No. 2004-06 is consistent with the land use designation and density prescribed in the General Plan and will have no adverse affect on the surrounding land uses in the area. 2. The proposed project, as conditioned, conforms to all applicable requirements of the zoning and subdivision codes, as well as other applicable City ordinances. 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. Vesting Tentative Tract Map No. 2004-06 is in keeping with the provisions of the site plan review (Development Project No. 2003-48) and Chapters 34 and 41 of the Santa Ana Municipal Code, all of which pertain to the subdivision of land and development standards for the site. Further, the map will be consistent with Zoning Ordinance Amendment No. 2004-06. 3. The project site is physically suitable for the type and density of the proposed project. The project site consists of approximately 17.7 acres of land within Specific Development No. 59. The proposed subdivision contains many street frontages, allowing adequate frontage for each parcel. The site and parcels have been determined to be capable of supporting the type and density of the proposed project. There are no physical constraints on the site to preclude development. 4. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidable injure fish or wildlife or their habitat. There are no wetlands or unusual flora or fauna on or around the project site. No development surrounding this site will be substantially affected by this proposal. Environmental Impact Report 2004-01 has been prepared for the proposed project, identifying potential impacts, over- riding considerations and mitigation measures aimed at 758-360 Resolution No. 2005-XXX Page 2 of 3 reducing any environmental impact associated with this project. 5. The design or improvements of the proposed project will not cause serious public health problems. The proposed infill development is for mixed-use development and will be in compliance with all regulations and conditions specified in the Santa Ana Municipal Code and the Specific Development No. 59 development standards in conjunction with the proposed conditions and building requirements. 6. The design of improvements of the proposed project will not conflict with easements necessary for public access through or use of the property within the proposed project. There are no easements that would affect the use or development of this site. Approval of Vesting Tentative Tract Map No. 2004-06 will not create conflicts with the easements necessary for public access through the property, as no such easements currently exist. Public access will be allowed to the site, as this development as an urban project concept encourages pedestrian and public activity. F. Applicant is seeking Conditional Use Permit No. 2004-28 to allow the live- work component of the project. Santa Ana Municipal Code Section 41- 638 authorizes the Planning Commission to grant a conditional use permit upon making certain findings. 1. Will the proposed use provide a service or facility, which will contribute to the general welfare of the neighborhood or community? The proposed conditional use permit to allow the construction of 73 live-work studios will provide a residential living with opportunity to commercial businesses. The unique provision of space that can be utilized for dual purposes within a single unit provides a component integral to the mixed-use nature of the City Place project and the zoning goals. The injection of living and working space will provide a lifestyle that has proven successful throughout urban areas within the United States. A live-work project will add to the vibrant dynamics of a mixed-use project, increasing activity within the District Center designation of the General Plan. 2. Will the proposed use under the circumstances of the particular case be detrimental to the health, safety or general welfare of the persons residing or working in the vicinity? 758-361 Resolution No. 2005-XXX Page 3 of 3 The approval of the conditional use permit will not be detrimental to persons residing or working in the area because the use, as conditioned, will not create negative or adverse impacts. Environmental Impact Report 2004-01 has been prepared for the proposed project, identifying potential impacts, over-riding considerations and mitigation measures aimed at reducing any environmental impact associated with this project. The addition of persons within a large vacant portion of north Main Street will assist in promoting the economic viability and enhance the livability for this area. 3. Will the proposed use adversely affect the present economic stability or future economic development of property in the surrounding area? The live-work studios are a suitable and appropriate use within the mixed-use project and the District Center setting. The addition of live-work studio space should increase the patronage to surrounding businesses, thereby enhancing the viability of the businesses. 4. Will the proposed use comply with the regulations and conditions specified in the chapter of the Santa Ana Municipal Code for such use? As conditioned and the approval of Zoning Ordinance Amendment No. 2004-06, the proposed project will be in compliance with all applicable regulations and conditions imposed on live-work studios, pursuant to Chapter 41 of the Santa Ana Municipal Code. 5. Will the proposed use affect the General Plan of the City? The proposed project will not adversely affect the General Plan. The live-work community is consistent with the General Plan Land Use Element designation of District Center and the proposed amendments to Specific Development No. 59. The proposal is supported by the Land Use Element Goal: 2.0, Promote land uses which enhance the City's economic and fiscal viability; and Goal 3.0, To promote a balance of land uses to address basic community needs. A live-work community will assist to further the goals of the District Center designation of the General Plan. 758-362 Resolution No. 2005-XXX Page 4 of 3 G. Applicant is requesting approval of Site Plan Review No. 2004-05. Santa Ana Municipal Code Section 41-493.5 requires approval of all plans for projects within a specific development district to ensure the project is in conformity with the specific development standards. H. The Request For Council Action and all matters presented to the Council are incorporated herein by this reference as though fully set forth. Section 2. The City Council of the City of Santa Ana hereby, approves Vesting Tentative Tract Map No. 2004-07 as conditioned in Exhibit "A" attached hereto and incorporated herein. Section 3. The City Council of the City of Santa Ana hereby, approves Conditional Use Permit No. 2004-28 as conditioned in Exhibit "B" attached hereto and incorporated herein. Section 4. City Council of the City of Santa Ana hereby, approves Site Plan Review No. 2004-05. Section 5. In case of any dispute between the terms or effect of Vesting Tentative Tract Map No. 2004-06 and the terms or effect of Development Agreement No. 2004-01, the Development Agreement shall prevail. ADOPTED this _ day of February, 2005. Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph W. Fletcher City Attorney By: Kylee Odette Assistant City Attorney AYES: Council members NOES: Councilmembers 758-363 Resolution No. 2005-XXX Page 5 of 3 ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, PATRICIA E. HEALY, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2005-017 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 758-364 Resolution No. 2005-XXX Page 6 of 3 Conditions for Approval for Vestina Tentative Tract Map No. 2004-06 Vesting Tentative Tract Map No. 2004-06 is approved subject to compliance to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the Uniform Fire Code, the Uniform Building Code, and all other applicable regulations. The applicant must comply in full with each and every condition listed below prior to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the conditional use permit. Failure to comply with each and every condition may result in revocation of the conditional use permit. A. Plannina Division 1. Comply with all conditions and requirements from the Development Review Committee (DRC) for the development project (DP 03-48). 2. The Covenants, Conditions and Restrictions (CC&Rs) must be approved by the Planning Manager prior to the issuance of any building permit. Such CC&Rs must contain at a minimum, the following: a. Project Maintenance. b. Standards shall be established for the exterior maintenance of each unit within the community. c. Graffiti removal will be required within 48 hours. d. Assignment of repair of perimeter walls will be specified in the CC&Rs in the event of damage. e. CC&Rs are to be in effect in perpetuity. f. Any proposed modifications to the CC&Rs will require approval by the City of Santa Ana. g. The use of professional management to ensure a quality operation and maintenance. 3. A final map must be approved and recorded prior to issuance of building permits. 4. The final map and all improvements required to be made or installed by the subdivider must be in accordance with the design standards and specifications of the Santa Ana Municipal Code and the requirements of the State Subdivision Map Act. EXHIBIT "A" Page 1 of 4 758-365 5. Two copies of the recorded final map and CC&Rs shall be submitted each to the Planning Division, Fire Department, Building Division and Public Works Agency within 10 days of recordation. 6. Prior to issuance of building permits, the interior building amenities shall be submitted for review by the Planning Division. The amenity package submitted for review shall include but not be limited to flooring, staircase railings, doors and hardware, kitchen appliances and cabinetry, dual bowl sinks and fixtures, tile walls, tiled showers enclosures and kitchen countertops of stone tile or stone slab, or their equivalent. At minimum the amenities will include the equivalent or higher grade of a General Electric Monogram Series product line for the kitchen appliances. All cabinets shall be of a stain grade hard wood. 7. The applicant shall provide a plan for lighting and landscape maintenance. The lighting and landscape plan and design will be reviewed by Planning during the plan check phase. 8. Development, operational and maintenance standards shall be established for the number, style and location of benches. These benches shall be reviewed and approved when the landscapes are submitted into plancheck. 9. Common area amenities shall comply with the following: a. Pursuant to the Plan (Exhibit 3), plazas, drive aisles, pedestrian walkways and common area amenities for the project, shall be completely installed prior to the issuance of a certificate of occupancy for the project phase that includes the open space. 10. Pedestrian walkways shall be provided through all lots to establish pedestrian connectivity throughout the project site as shown on the Plan (Exhibit 3). The amenities to be provided along this pathway shall include decorative concrete, accent lighting, landscape planters with vertical landscape as shown on the Landscape Plan. These improvements in each phase must be completed prior to occupancy of the first unit in the respective phases. 11. Benches and pedestrian seating shall be made of a durable material such as concrete or painted iron and be designed to minimize effects from vandalism, skateboarding and weather. 12. Trash receptacles shall be located in high-activity areas, such as plazas and other public open spaces. The style shall be compatible with other plaza furnishings. 13. All street furniture surfaces, pedestrian-level walls and amenities shall incorporate graffiti resistant coatings. EXHIBIT "A" Page 2 of 4 758-366 14. The courtyards in the residential development sites shall include amenities such as informal modern outdoor furniture and seating areas, decorative pavers, landscape trees, plant material and water features. 15. Prior to issuance of building permits, the exterior building amenities, materials and finishes shall be submitted for review and approval by the Planning Division. 16. Prior to submittal into building plan check, revise plans to accommodate a minimum five feet clear width planter along the northern property line of Lot 1 and Lot 2 as identified in Vesting Tentative Tract Map No. 2004-06. Such planter shall accommodate one 24-inch box tree for each 25 lineal feet. 17. Glass storefronts and windows within the retail component shall provide clear glass. The use of opaque or semi-opaque storefronts or glass is prohibited. 18. Prior to submittal into building plancheck, revise the plans for the P1, P2 and P3 residential product types to accommodate a trellis or architectural feature to better articulate the alley facades and provide a framework to support plant material. 19. The courtyard improvements in the residential component shall be completely installed prior to the issuance of any certificate of occupancy within the project phase that includes this portion of the parcel. 20. An open space area measuring a minimum of 70 feet in any direction and containing a minimum of .34 acres of land shall be located near the center of the residential project site and within Lot 2. The open space shall include informal modern outdoor furniture and seating areas, and landscape trees and material. 21. All garages shall provide insulated garage doors with automatic opener and transmitter. 22. The appropriate electronic device shall be installed on the commercial portion of the site to ensure all store carts be kept within the retail area including the surface parking area. 23. Prior to submittal into building plancheck, revise the plans for the P1, P2 and P3 residential product types to accommodate a trellis or architectural feature to better articulate the alley facades and provide a framework to support plant material. 24. Prior to issuance of building permits, submit for review a plan outlining the design of the fire access location. 25. Units designed to accommodate stacked washers and dryers shall provide such appliances. EXHIBIT "A" Page 3 of 4 758-367 26. Require a crosswalk and associated traffic signal at Crescent and Memory Lane leading towards Santiago Park. EXHIBIT "A" Page 4 of4 758-368 Conditions for Approval for Conditional Use Permit No. 2004-28 Conditional Use Permit No. 2004-28 is approved subject to compliance to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the Uniform Fire Code, the Uniform Building Code, and all other applicable regulations. The applicant must comply in full with each and every condition listed below prior to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the conditional use permit. Failure to comply with each and every condition may result in revocation of the conditional use permit. A. Plannina Division 1. Comply with all conditions and requirements from the Development Review Committee (DRC) for the development project (DP 03-48). 2. The appropriate electronic device shall be installed on the commercial portion of the site to ensure all store carts be kept within the retail area including the surface parking area. 3. Any amendment to this conditional use permit must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or the conditional use permit must be amended. 4. The buildings shall be of wood or steel construction with a quality and durable exterior materials as shown on the architectural plans, material boards and material specifications submitted for this project. 5. The project shall be constructed in compliance with Santa Ana Municipal Code Chapters 8 and 41 pertaining to live-work units. 6. Prior to issuance of building permits, the interior building amenities shall be submitted for review by the Planning Division. The amenity package submitted for review shall include but not be limited to flooring, staircase railings, doors and hardware, kitchen appliances and cabinetry, dual bowl sinks and fixtures tile walls, tiled showers enclosures and kitchen countertops of stone tile or stone slab, or their equivalent. At minimum the amenities will include the equivalent or higher grade of a General Electric Monogram Series product line for the kitchen appliances. All cabinets shall be of a stain grade hard wood. EXHIBIT "B" Page 1 of 3 758-369 7. The project's units shall include two-car garages with seven of the residential units utilizing two, one car garage spaces per unit (one space of which is not attached) and work studio space on the first floor and living space on the second and third levels. 8. At minimum, seven of the lofts shall be designed to incorporate a B Occupancy (per the California Building Code) on the first floor of the work/studio space to enhance the viability of the work component and to emphasize the pedestrian-oriented design. 9. Interior floor to ceiling heights will be a minimum of ten feet on the first floor and a minimum of nine feet on the second and third floor respectively. 10. The residential component of each live/workshop/studio unit shall meet the following standards: a. It shall have a space of at least 1,158 square feet of residential living area. b. It shall have access to separate bathroom facilities including a water closet, a washbasin, and a bathtub or shower. c. It shall have separate kitchen facilities including a kitchen sink, cooking appliances and refrigerator. All such facilities shall have a clear working space of at least 30 inches in front. d. It shall comply with all Housing Code requirements as modified by Section 8-2700 of the Santa Ana Municipal Code. 11. Prohibit all first levels from any encroachment for use as bedroom space. 12. Covenants, Conditions, and Restrictions (CC&Rs) must be approved by the Planning Manager prior to the issuance of any building permit. Such CC&Rs must contain at a minimum, the following: a. Project Maintenance. b. Standards shall be established for the exterior maintenance of each unit within the community. c. Graffiti removal will be required within 48 hours. d. Assignment of repair of perimeter walls will be specified in the CC&Rs in the event of damage. e. CC&Rs are to be in effect in perpetuity. EXHIBIT "B" Page 2 of 3 758-370 e. Any proposed modifications to the CC&Rs will require approval by the City of Santa Ana. f. The use of professional management to ensure a quality operation and maintenance. 13. CC&R's shall include occupancy standards similar to the Olson live/work project. 14. A tentative tract map shall be approved prior to the applicant exercising the rights conferred by this conditional use permit. 15. This conditional use permit shall be null and void and of no force and effect unless and until the City Council, in the exercise of its sole discretion, approves a tentative tract map for this project. 16. All garages shall provide insulated garage doors with automatic opener and transmitter. 17. Prior to issuance of building permits, the exterior building amenities, materials and finishes shall be submitted for review and approval by the Planning Division. 18. Prior to submittal into building plan check, revise plans to accommodate a minimum five feet clear width planter along the northern property line of Lot 1 and Lot 2 as identified in Vesting Tentative Tract Map No. 2004-06. Such planter shall accommodate one 24-inch box tree for each 25 lineal feet. 19. Glass storefronts and windows within the retail component shall provide clear glass. The use of opaque or semi-opaque storefronts or glass is prohibited. 20. Prior to submittal into building plancheck, revise the plans for the P1, P2 and P3 residential product types to accommodate a trellis or architectural feature to better articulate the alley facades and provide a framework to support plant material. 21. Prior to issuance of building permits, submit for review a plan outlining the design of the fire access location. 22. Units designed to accommodate stacked washers and dryers shall provide such appliances. EXHIBIT "B" Page 3 of 3 758-371 ORDINANCE NO. NS-2677 AN ORDINANCE OF THE CITY COUNCil OF THE CITY OF SANTA ANA APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND MAIN STREET CONCOURSE, llC THE CITY COUNCil OF THE CITY OF SANTA ANA ORDAINS AS FOllOWS: SECTION 1: The City Council 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 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 December 13, 2004, recommended approval of this Development Agreement. E. Entering into this Development Agreement would provide the City with extraordinary and significant benefits that are of regional significance, relate to existing deficiencies in public facilities, require the owner of City Place 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. F. The City Council has held a noticed public hearing on this Ordinance, and has considered all testimony presented thereto. G. The City Council has, on February 7,2005, approved a Environmental Impact Report (EIR) in conjunction with this Project and adopted a mitigation monitoring plan, written findings and a statement of overriding considerations and the Council adopts this ordinance based upon said EIR, plan, findings and statement of overriding considerations. SECTION 2: The 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. The Clerk of the City is hereby Ordinance No. NS- Page 1 758-372 authorized and directed to cause this Development Agreement to be recorded with the County Recorder's Office. In case of any dispute between the terms or effect of Tentative Tract Map No. 2004-06 and the terms or effect of the Development Agreement, the Development Agreement shall prevail. SECTION 3: This ordinance shall not be effective unless and until Ordinance No. NS-2676, Resolution No. 2005-016 and Resolution No. 2005-017 become effective. If said ordinance and resolutions are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise do 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 anyone or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of ,2005 Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney By: Benjamin Kaufman Chief Assistant City Attorney Ordinance No. NS- Page 2 758-373 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, PATRICIA E. HEALY, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-2677 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- Page 3 758-374 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 S 6103 FIRST AMENDED AND RESTATED DEVELOPMENT AGREEMENT by and between THE CITY OF SANTA ANA and MAIN STREET CONCOURSE, LLC Dated: February 1,2005 758-375 AMENDED AND RESTATED DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND MAIN STREET CONCOURSE, LLC This AMENDED 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 MAIN STREET CONCOURSE, LLC, a California Limited Liability Company ("Owner" or "Property Owner"). facts: I. RECITALS. This Agreement is entered into with reference to the following 1.1 Original Agreement. The City and Owner's predecessor in interest, Orient Corporation of America, Inc., a California corporation ("Orient"), are parties to that certain Development Agreement entered into on or about May 3, 1993 and recorded as Document Number 93-0385606 with the Recorder's Office ofthe County of Orange (the "Original Agreement"). (1) The purpose ofthe Original Agreement was to facilitate the development of the mixed-use project contemplated by the City's Specific Design Zoning Designation SO-59 (SO-59), Vesting Tentative Map No. 14408 and EIR No. 93-_. (2) Orient's interest was subsequently acquired by Owner, who has applied to the City for approvals of a modified project, including an amendment to SO-59 and a new vesting tentative map. (3) The City and Owner agree that the changes Owner seeks in the Original Agreement substantiate the need to amend and restate the Original Agreement. 1.2 Code Authorization. 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 the City and Owner in the development process. The City enters into the Agreement pursuant to the provisions of the Government Code and applicable City policies. The parties acknowledge: (1) the time of development. This Agreement is intended to assure adequate public facilities at (2) This Agreement is intended to assure development in accordance with the City's General Plan, applicable Specific Plans and Specific Development District No. 59, as modified concurrently herewith by Ordinance No. NS-_. 1 758-376 (3) This Agreement will permit achievement of goals and objectives as reflected in the City's General Plan, all applicable Specific Plans and Specific Development District No. 59. (4) Owner is required by existing City regulations to provide mitigation for certain impacts and pay certain regulatory fees as conditions of approvals through the regulatory process:, as further provided in this Agreement. (5) This Agreement will allow the City to realize extraordinary and significant public 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 the City for entering into this 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. 1.2 Owner. Owner represents and warrants that it has a legal or equitable interest in the real property located in the City of Santa Ana, California, legally described on Exhibit A attached hereto and incorporated herein, and graphically described on Exhibit B attached hereto and incorporated herein (hereinafter the "Property"). The Property is approximately 17.72 acres in size (and approximately 18.76 acres before dedications) and is vacant: 1.3 Approval of Owner. Owner further hereby represents that it has approved this Agreement and is authorized to enter into this Agreement. 1.4 Planning Commission - Council Hearings. On October 25, 2004, the Planning Commission of the City ("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 Agreement. This public hearing was duly held, all public testimony was attended to, and consideration of this matter continued by the Planning Commission to its regular meeting of December 13,2004, on which date the Planning Commission recommended to the City Council of the City that it execute this Agreement. On February 7, 2005, the City Council of the City of Santa Ana ("Council"), after providing notice as required by law, held a public hearing to consider the Owner's application for this Agreement. 1.5 Council Findings. The Council finds that this Agreement is consistent with the General Plan, applicable Specific Planes) as well as all other applicable ordinances, plans, policies and regulations of the City. No. thereafter. 1.6 City Ordinance. On February 22, 2005, the Council adopted Ordinance approving this Agreement. The ordinance becomes effective thirty (30) days 2 758-377 2. DEFINmONS. In the Agreement, initially capitalized terms used but not defined shall have the following meanings unless the context otherwise requires: 2.0.5 "Executive Director" means the Executive Director of the City's Planning and Building Agency or designee. 2.1 "Final Design" means the final design documents for a work of public art, which is set forth in greater detail in paragraph 5.8 of this Agreement. 2.2 "Map" means Tentative Tract Map No.2004-06 , approved concurrently with this Agreement. 2.2 "Property Owner" or "Owner" means Main Street Concourse, LLC, being the person, persons, or entity having a legal or equitable interest in the Property, and includes Main Street Concourse, LLC's successors in interest. 2.3 "Property" is the real property described in Exhibit A and referred to in Exhibit B. 2.4 "Project" is the development of the Property as generally set forth in SO-59, Tentative Tract Map No. 2004-06, Conditional Use Permit No. 2004-28, Environmental Impact Report No. 2004-01, and Site Plan Review No. 2004-05. 2.5 Public Art Locational Plan means the conceptual Plan attached hereto as Exhibit C. The parties recognize that the Locational Plan sets forth the general description of the location of the Public Art required by this Agreement, and is subject to refinement at the time of installation, by Agreement of the Owner and the Executive Director. 3. EXHIBITS. The following documents referred to in the Agreement are attached to this Agreement and are identified as follows: Exhibit Referred to De!';ignation De!';cription in Section A Property Legal Description 1.2 B Property Graphical Description (Site Plan) 1.2 C Public Art Locational Plan 2.5 0 Phasing Plan 5.1.1 E Remaining Offsite Mitigation Measures 5.1.2 F Residential High Rise Tower Study Area 5.4 3 758-378 4. GENERAL PROVISIONS. 4.1 Amendment and Restatement. This Agreement amends, restates and supersedes the Original Agreement in its entirety. 4.2 Property Subject to the Agreement. Until released pursuant to the provisions of Section 8.6 below, no property shall be released from this Agreement until Property Owner has fully perfonned its obligations arising out of the Agreement. 4.3 Effective Date; Duration of Agreement. The "Effective Date" of this Development Agreement shall be the date that the City Council ordinance adopting this Development Agreement becomes effective, which date is thirty (30) days after the City Council meeting at which such ordinance is adopted, unless this Agreement or Ordinance No. NS-_ (the amendment to SD-59) is the subject of a referendum which has received a prima facie sufficient number of signatures or unless its effective date is stayed by order of a court with jurisdiction. The remaining tenn of this Agreement shall extend for the same period as specified in the Original Agreement, unless this Agreement is earlier tenninated or its tenn modified by further agreement fully executed by both parties; provided, however, that nothing herein is intended nor shall it be interpreted to extend the period of validity of any approval issued in conjunction with the City's Development Project Plan process or building penn it, beyond local requirement. Except as expressly stated herein, paragraph 3 of the Original Agreement shall remain in full force and effect. (b) Pursuant to Section 66452.6(a) of the California Subdivision Map Act, the tenn of the Map, including any lot line adjustment or merger of lots (or any other tentative map filed subsequent to the Effective Date of this Agreement), shall not expire during the term ofthis Development Agreement remains in effect. (c) Notwithstanding subsections (a) or (b) hereof, if, at the end of the original or any modified term, the Property is in the process of being developed, the term of this Development Agreement shall be further extended until such construction in process is completed, not to exceed an additional three years after expiration of the original or modified tenn. (d) The expiration of this Development Agreement shall not terminate any land use approvals approved concurrently with or subsequent to the approval of this Development Agreement, but shall merely end the period as to which such approvals are vested against subsequent changes in applicable law. (e) Upon the expiration or tennination of this Development Agreement for any reason, the City and Owner and its successors and assigns agree to cooperate and execute any document reasonably requested by the other party to remove this Development Agreement from the public records as to the property or any applicable portion thereof. 4.4 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 tenn of this Agreement; provided, however, that except as provided in section 4.4.1 of this Agreement the rights of Owner under this Agreement may not 4 758-379 be transferred or assigned unless the written consent of the Council is first obtained and any transfer or assignment ofthe rights under this Agreement shall include in writing the assumption of the duties, obligations, and liabilities arising from this 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 shall be wholly void and of no force and effect unless such written consent thereto be obtained from the Council. Such transfer or assignment shall not relieve Owner of any duty, obligation or liability to City without the consent of the City. During the term of this Agreement, any approved assignee or transferee of the rights under this Agreement shall observe and perform all of the duties and obligations of Owner contained in this 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 Agreement. If the Property is subdivided, any subdivided parcel may be sold, mortgaged, hypothecated, assigned, or transferred to persons for ownership, investment, use or development by them in accordance with the provisions of this Agreement. 4.4.1 Assignment to Controlled Assignee. Notwithstanding the above, consent shall not be required in connection with a Permitted Transfer (as herein defined) of Property of Owner provided City Council is notified of such Permitted Transfer and furnished with copies of the fully executed instruments effectuating same within fifteen (15) business days after the effective date thereof. For purposes hereof, the capitalized terms used herein shall be defined as follows: (i) "Permitted Transfer" shall mean Transfer of the Property or direct or indirect interests in Owner if, following the transfer (a) the Property remains under the Legal Control (defined below) of Robert H. Bisno, or, upon the death of Robert H. Bisno, his heirs or devisees, or (b) foreclosure pursuant to the provisions of section 8.5 of this Agreement. (ii) "Legal Control" shall mean the power or authority, directly or indirectly through one or more intermediaries, through the ownership of voting securities, by contract or otherwise, to direct the management, activities or policies of such person or entity. (iii) "Transfer" shall mean any change in the direct or indirect members, partners, shareholders or principals in the ownership of an entity or other ownership components of such entity. 4.5 Amendment or Cancellation of Agreement. This Agreement may be amended from time to time or cancelled by the mutual consent of the parties, but only in the same manner as its adoption by an ordinance as set forth in Government Code Section 65868; provided, however, that as specified in section 5.5.1 of this Agreement the Executive Director may approve one or more minor changes in the Project only to the extent that such changes are not required by State law or the City Municipal Code to be decided by the Zoning Administrator, Planning Commission (or other City Commission) or City Council. The term "Agreement" or "Development Agreement" as used herein shall include any amendment properly approved and executed. 5 758-380 4.6 Enforcement. Notwithstanding Government Code Section 65865.4, this Agreement is enforceable by any party to the Agreement in any manner provided by law. The remedies provided in Section 8.4 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 Agreement except as may be provided in Section 6.3(5) of this Agreement. 4.7 Hold Harmless. Property Owner agrees to and shall hold the City, its officers, agents, employees, consultants, special counsel, and representatives harmless from liability: (1) for damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Property Owner or its contractors, subcontractors, agents, employees, or other persons acting on its behalf which relates to the Project; and (2) from any claim that damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, other than a breach by the City of its obligations hereunder. Property Owner agrees to pay all costs for the defense of the City and its officers, agents, employees, consultants, special counsel, and representatives regarding any action for damages, just compensation, restitution, judicial or equitable relief caused or alleged to have been caused by reason of Property Owner's actions in connection with the Project, any third party claims arising out of this Agreement, or any approval or certification by the City relating to the Project. This hold harmless Agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this paragraph or due by reason of the terms of, or effects, arising from this Agreement or any approval or certification by the City relating to the Project, regardless of whether or not the City prepared, supplied or approved this Agreement, plans or specifications, or both, for the Project. The Property Owner further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity ofthis Agreement or any approval or certification by the City relating to the Project, or asserting that damages, just compensation, restitution, judicial or equitable relief is due to personal or property rights by reason ofthe terms of, or effects arising from this Agreement, The Property Owner further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, excluding fees and costs for special counsel to be selected by the City or other outside counselor consultants, if any, regarding any action by a third party challenging the validity of this Agreement or any approval or certification by the City relating to the Project, or asserting that damages, just compensation, restitution, judicial or equitable relief is due to personal or property rights by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 4.8 Binding Effect of Agreement. To the extent not otherwise provided in Section 4.4 of this Agreement, the burdens of the Agreement bind, and the benefits of the Agreement inure, to the parties' successors in interest. 4.9 Relationship of the Parties. The contractual relationship between the City and Owner arising out of the Agreement is one of independent contractor and not agency. This Agreement does not create any third party beneficiary rights. 6 758-381 4.10 Notices. Any notice, tender, demand, delivery, or other communication pursuant to this 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 in the manner provided in this Section, to the following persons: ffto the City, to: City Manager City of Santa Ana 20 Civic Center Plaza M-31 P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6954 and, City Attorney City of Santa Ana 20 Civic Center Plaza M-29 P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 If to Owner, to: Main Street Concourse, LLC c/o Transaction Companies 1800 Century Park East, Suite 450 Los Angeles, CA 90067-1518 Attn: Robert H. Bisno Telefacsimile (310) 277-3787 and, F. Thomas Muller, Esq. O'Melveny & Myers LLP 400 South Hope Street Los Angeles, California 90071 telefacsimile (213) 430-6407 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 or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or 7 758-382 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 facsimile 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 Existing Rules, Regulations and Policies. The rules, regulations and official policies governing the permitted use(s) of the Property, with respect to and only with respect to the permitted use( s), density, height, size of structures and intensity of use of the Property, and provisions for reservation or dedication of land for public purposes and any other exactions or mitigation measures applicable to the Project shall be those rules, regulations, and policies applicable to the Property as of the Effective Date, including those set forth in District Plan No. 59, as amended concurrently herewith. 5.1.1 Phasing of the Project. The City agrees and acknowledges that the Project may be phased by Owner pursuant to the Phasing Plan attached to this Agreement as Exhibit D. 5.1.2. Development of Commercial Component Tied To Development of Hold Back Units. a. Prior to Owner seeking issuance of a building permit for the final 43 residential units in the Project (excluding from this count units within the Residential Tower Study Area (Exhibit F hereto)), or for any residential unit located within the Residential Tower Study Area (Exhibit F hereto) (hereafter collectively referred to as the "Hold Back Units"), Owner shall have first obtained validly issued building permits for one hundred percent (100%) of the commercial component ofthe Project. b. Prior to seeking a certificate of occupancy for any of the Hold Back Units, Owner shall have completed all improvements, including site improvements and excluding only tenant improvements, for one hundred percent (100%) of the commercial component of the Project. 5.1.3 Remaining Offsite Mitigation Measures. The parties acknowledge and agree that Owner's predecessor in interest under the Original Agreement, has constructed or caused to be constructed many of the offsite mitigation measures required by the Original Agreement, which mitigation measures were scaled to mitigate impacts from a substantially larger project than Owner's. Therefore, the sole remaining off site mitigation measures which must be funded or constructed by Owner are as set forth in Exhibit E to this Agreement. 8 758-383 5.2 Exclusion from Existing Rules, Regulations and Policies. 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, the City retains the right to enact police power regulations on matters not covered by this Agreement, including without limitation ("Reserved Powers"): a. Municipal laws and regulations which do not interfere with Owner's vested rights to develop and use the Property in accordance with this 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: (I) Existing taxes, assessments, fees and charges, except as otherwise specifically provided in this Development Agreement; (2) Building, electrical, mechanical, fire and similar codes based upon uniform codes incorporated by reference into the Santa Ana Municipal Code; (3) 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 (4) Procedural rules of general City-wide application. b. No vested rights as to any requirements in this section 5.2 either as to existing or future regulations, ordinances, policies, and plans are hereby conferred. 5.3 Design and Construction Standards and Specifications. The design and construction standards and specifications for all Project construction, shall be subject to applicable design standards and guidelines, including without limitation SD-59 and Chapter 41 of the Santa Ana Municipal Code, 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 Future, Proposed Residential, High Rise Towers. Without in any way affecting the rights vested pursuant to this Agreement, Owner shall meet and confer in good faith with the City on whether to construct a residential, for-sale, high rise tower on the Property in the general location as specified in Exhibit F to this Agreement, in lieu of the development approved for such area concurrently herewith. The parties hereto acknowledge and agree that the City's discretionary review of any such proposal together with any approvals sought to develop any such tower on the Property shall be deemed to fall within the provisions of section 5.5 of this Agreement, and not be covered by section 5.1 of this Agreement-. If, after good faith investigation and consideration the Owner has not concluded by August 1,2005, that a high rise development is feasible, Owner may proceed with development as approved concurrently herewith. No fees, exactions, mitigation measures or dedications shall be required with respect to such area until development commences thereon. 9 758-384 5.5 Future Discretionary Approvals. This Agreement shall not prevent the City, when considering requests for discretionary approvals not covered by this Agreement subsequent to the effective date of this Agreement from applying new rules, regulations, and policies which are applicable to the Property, including but not limited to, material changes in the general plans, specific plans, zoning, subdivision or building regulations, nor shall this Agreement prevent the City from denying or conditionally approving any subsequent applications for discretionary land use entitlements based on such existing or new rules, regulations, and/or policies; provided however, that such new rules, regulations, and official policies are of general application to all development within the City and are not imposed solely with respect to the subject property. In addition, this Agreement shall not prevent the City from exercising its police power to protect the health, safety, and welfare of the public. This police power, exercised in accordance with Section 5.2 of this Agreement, is paramount to any rights or obligations created or existing between the parties. 5.5.1 Minor Changes. Upon application of Owner, the Executive Director may approve minor modifications to the discretionary approvals vested pursuant to this Agreement, provided that such changes are consistent in scope and intention with such approvals. The Executive Director has the sole and absolute discretion to determine what constitutes a "minor modification. " 5.6 Processing Fees. All fees and charges intended to cover the City's 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 Agreement, shall apply to the development ofthe Property. 5.7 Amendments or Additions to Citywide Fee Programs. This 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 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 negative declaration prepared for the Project, or (b) duplicate any exactions, project design features, conditions of approval, Agreements, or mitigation measures contained in the Development Plan or this Agreement. 5.8 Development, Construction and Completion of Work of Public Art. In consideration for the extraordinary and significant benefits to the City set forth in this Section, the Owner has been legally vested under paragraph 5.1 with regard to the permitted uses ofland, density, and intensity of use, Owner shall include within the Project at one or more prime locations visible to the public from currently existing public right-of-way, one or more permanent works of public art (the "Public Art"). The Owner shall design and/or construct the facilities specified below prior to the corresponding triggering event specified in section 5.8.1 below. The Public Art shall conform in all respects to Exhibit C of this Agreement, the "Public Art Locational Plan." 10 758-385 5.8.1 Work of Public Art. Facilitie!': to He Con!':tructed Triggerine Event (F: g l New I J!':e or New Area) Prior to issuance of first Building Permit or four (4) years from the effective date of this Agreement, whichever comes first. 1. Submit Final Design of Public Art. Final design must conform to Public Art Locational Plan. 2. Install Public Art. Prior to the City's issuance of Certificate of Use and Occupancy for any building, or five (5) years from the effective date of this Agreement, whichever comes first With respect to the Final Design, Owner shall complete all construction and development, shall submit all plans, drawings, and other documents, and perform all of its obligations under this Agreement within the times specified above. During periods of construction of the work of public art encompassed in the Public Art Locational Plan, Owner shall submit to the City a written report ofthe progress of the construction when and as reasonably requested by the City. The report shall be in such form and detail as may be reasonably required by the City, and shall include a reasonable number of construction photographs (if requested) taken from the last report by Owner. Development scheduling or date or times of performance may be subject to revision from time to time if first mutually agreed to in writing. Such revisions do not constitute amendments requiring further notice and public hearing. 5.8.2 Inclusionary Housing Fee. Owner shall pay to the City the sum of $3,000.00 per residential unit (or live-work unit) as a condition of issuance of each building permit. This fee shall be used by the City to build new or substantially rehabilitate existing affordable housing in the City. 5.8.3 Cultural In-Lieu Fee. The parties acknowledge that the Original Agreement included the requirement that Owner construct a 125-fixed seat legitimate theater as part of a dual-purpose, "multiplex" motion picture theater complex Due to modifications to the Project from the Original Agreement to this Agreement, Owner agrees that in lieu of constructing said theater, it will pay the City a fee of $400,000.00 upon the issuance of the first building permit for the Project. The City agrees to use this fee toward the design and construction of a theater. 5.8.4. Park Requirements. a. Santiago Park Improvements. The Owner shall pay a special Santiago Park fee of $1.64 per square foot of net rentable or salable square feet of development as a condition of issuance of each building permit. The parties acknowledge and agree that this contribution is in addition to any tax or fee or dedication imposed by the City on new residential development. The City shall use said fees for deferred maintenance and capital improvements to Santiago Park. If not used or appropriated within five years after payment, this fee shall be returned to Owner, consistent with the provisions of and exceptions contained within the 11 758-386 California Mitigation Fee Act, Government Code ~ 66000 et seq. This fee shall be offset against the fee owed the City pursuant to section 5.8.4(b) of this Agreement (i.e., the amount in the "In- Lieu Park Fee" required of Owner shall be reduced by an amount equal to the special Santiago Park fee paid by Owner pursuant to this section). b. In-Lieu Park Fee. The Owner shall pay an "in lieu" fee at the value of $35.50 per square foot of area to be dedicated pursuant to the standard established by section 34- 204 et seq. of the Santa Ana Municipal Code, as specified in the City's site plan review letter; provided, however that the fee may be increased yearly by the average rate of increase in land costs in the City of Santa Ana, as that increase is established by the annual change in the "Construction Cost Index-Los Angeles," published by Engineering News-Record, or substitute index chosen by the Executive Director should this index is discontinued. The fee shall be paid for each phase, as set forth in section 5.1.1 of this Agreement, prior to issuance of the first building permit for that phase, and shall be utilized by the City in the Quadrant of the City (as set forth in the City's Park A&D Fee program) in which the Project is located, with priority given to Santiago Park. 5.8.5 Covenants, Conditions, and Restrictions. Covenants, Conditions, and Restrictions (CC&R's) must be provided and approved by the Executive Director for the project prior to the issuance of the first building permit. Such CC&R's must contain at a minimum, the following: (1) No more than four residents per live-work unit. (2) All residential and live-work units shall remain owner occupied and shall not allow rental of the entire unit. (3) Use Restriction for Live-Work Units. The live-work project must remain as a live-work community. The work component shall be limited to one of the allowable uses as specified in the Specific Development (SO-59) zoning district. (4) Repair of perimeter walls will be specified in the CC&R's in the event of damage. (5) The CC&R's shall provide notice to prospective owners of the urban character of the City and this area, including but not limited to the permitted uses of the property and buildings in the immediate area of the development (e.g.., Main Place Regional Shopping Mall, and surrounding property zoned and/or devoted to commercial use), and shall provide a release of all claims against the City which may arise from or relate to the disclosed matters. (6) The CC&R's shall reflect that ground floor space in the live-work units shall be restricted to work/retail activities. 12 758-387 (7) The CC&R's shall reflect that balconies may not be used for storage. (8) Terms and Content: 1. CC&R's are to be in effect for 66 years. ii. Any proposed modifications to the foregoing provisions of the CC&R's will require approval by the Executive Director. 5.9 Responsibility For Costs of Work QfPublic Art. The City and Owner agree that Owner shall be responsible for all costs associated with the design, construction, maintenance and repair of the work of public art provided for in the Public Art Locational Plan. 5.10 City to Receive Contract Documents. Owner shall furnish the City, upon written request, copies of contracts and supporting documents relating to the work of public art. 5.11 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 Agreement. 5.12 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 or the implementation or construction of a mitigation measure, the City agrees that such ordinance, resolution or other measure shall not apply to the Project, the Property or this Agreement. 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, 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. ("Governmental Requirements"). 13 758-388 6. ANNUAL REVIEW. 6.1 City and Owner Responsibilities. The City shall, at least every twelve (12) months during the term of this Agreement, review the extent of good faith substantial compliance by Owner with the terms ofthis 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 the Agreement at the periodic review. 6.2 Review Letter. If Owner is found to be in compliance with the Agreement after the annual review set forth in Section 6.1 above, the 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 Executive Director, the 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 of Periodic Review. City's failure to review at least annually Owner's compliance with the terms and conditions of this Agreement shall not constitute or be asserted by any party as a breach of the Agreement by Owner or City. 7. DEFAULT. 7.1 Owner Events of Default. Property Owner is in default under this Agreement upon the happening of one or more of the following events or conditions (each, an "Owner Event of Default"): (1) If a material 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; or (2) A finding and determination made by the City following a periodic review under the procedure provided for in Government Code Section 65865.1 and Section 6.1 of this Agreement that upon the basis of substantial evidence the Property Owner has not complied in good faith with one or more of the material terms or conditions of this Agreement; (3) Failure to comply with Governmental Requirements; (4) Any other event, condition, act, or omission which materially interferes with the intent and objectives ofthis Agreement. 7.2 Procedure upon Default. (1) Upon an Owner Event of Default, the City through the Executive Director shall submit to Owner, 11 written notice of default, in the manner provided in Section 4.10, identifying with specificity the nature of the alleged default and, when appropriate, the manner in which said default may be satisfactorily cured. Upon receipt of the notice of default, the Owner shall cure the identified default(s) at the earliest reasonable time after receipt of the notice of 14 758-389 default and shall complete the cure in any event not later than one hundred and twenty (120) days after receipt of the notice of default, or such longer period as is reasonably necessary to remedy such default(s), provided that the Owner shall continuously and diligently pursue such remedy at all times until such default(s) is cured. If Owner has failed to remedy or diligently proceed to remedy such default(s) after proper notice and expiration of said one hundred and twenty (120) day cure period or such extended period as provided herein, the City may terminate or amend this Agreement in accordance with the procedure adopted by the City. Failure or delay in giving notice of default- shall not constitute a waiver of any default, nor shall it change the time of default. (2) If after the cure period has elapsed, the Executive Director finds and determines that Owner has not cured the default pursuant to this Section 7.2, Owner shall be entitled to appeal that finding and determination to the City Council by filing an appeal with the City Clerk, if at all, within fourteen (14) days after the mailing of such finding and determination to Owner, or its successors, transferee, and/or assignees, as the case may be. The City Council shall act upon the finding and determination of the Executive Director within ninety (90) days after the filing of such appeal. In the event of a finding and determination that all defaults are cured, there shall be no appeal by any person or entity. (3) The 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 Agreement. (4) Non-performance shall not be excused because of a failure of a third person. (5) 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 Agreement and a hearing on the matter shall not be required. (6) 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. (7) All other remedies at law or in equity which are not inconsistent with the provisions of this 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 the City upon termination of this Agreement for an Owner Event of Default. 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 the Agreement, or to enjoin any threatened or attempted violation ofthe Agreement; or to obtain any remedies consistent with the purpose ofthe Agreement. Legal actions shall be instituted in the Superior Court of the County 15 758-390 of Orange, State of California, or in the Federal District Court in the Central District of California, Southern Division. 8. ENCUMBRANCES AND RELEASES ON PROPERTY. 8.1 Discretion to Encumber. This Agreement shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion of the Property or any improvement on the Property by any mortgage, deed of trust, or other security device (or any number of them) securing financing with respect to the Property or its improvement (any such encumbrance, a "Mortgage"). 8.2 Entitlement to Written Notice of Default. The mortgagee of a mortgage or beneficiary of a deed of trust encumbering the Property or any part thereof and their successors and assigns ("Mortgagee") shall, upon written request to the City, be entitled to receive from the City written notification of any Owner Event of Default. 8.3 Performance of Covenants. The Mortgagee shall have the right, but no obligation, to perform any term, covenant or condition and to remedy any Owner Event of Default hereunder within the time periods specified herein, and the City shall accept such performance with the same force and effect as if furnished by the Owner; provided, however, that said Mortgagee shall not thereby or hereby be subrogated to the rights of the City. 8.4 Default by the Owner. In the event of an Owner Event of Default that has not been cured by the Owner or as to which there is no cure period hereunder, the City agrees not to terminate this Agreement (1) unless and until the City provides written notice of such default to any Mortgagee and such Mortgagee shall have failed to cure such Owner Event of Default within ninety business days after the later of delivery of such notice or expiration of any applicable Owner cure period, and (2) as long as: (a) In the case of an Owner Event of Default that cannot practicably be cured by the Mortgagee without taking possession of the Property (which defaults shall not include defaults "not susceptible of being cured" as defined below), (x) the Mortgagee has delivered to the City, prior to the date on which the City shall be entitled to give notice of termination, a written instrument wherein the Mortgagee unconditionally agrees that (subject to such delays as may be incident to obtaining a relief from stay in the case of a bankruptcy/dissolution event) it will commence and diligently pursue cure of such Owner Event of Default promptly following its obtaining possession and; (y) said Mortgagee shall proceed diligently to obtain possession of the Property (including possession by receiver) (subject to such delays as may be incident to obtaining a relief from stay in the case of a bankruptcy/dissolution event) and, upon obtaining such possession, shall proceed diligently to cure such Owner Event of Default; and (b) In the case of an Owner Event of Default that is not susceptible to being cured by the Mortgagee, the Mortgagee shall institute foreclosure proceedings and diligently prosecute the same to completion (subject to such delays as may be incident to obtaining a relief from stay in the case of a bankruptcy/dissolution event) (unless in the meantime it shall acquire the Owner's right, title and interest hereunder, either in its own name 16 758-391 or through a nominee, by assignment in lieu of foreclosure) and upon such completion of acquisition or foreclosure such Owner Event of Default shall be deemed to have been cured. The Mortgagee shall not be required to obtain possession or to continue in possession as Mortgagee of the Property pursuant to Subsection 8.4(a) above, or to continue to prosecute foreclosure proceedings pursuant to Subsection 8.4(b) above, if and when such Owner Event of Default shall be cured. Nothing herein shall preclude the City from exercising any of its rights or remedies with respect to any other Owner Event of Default during any period of such forbearance, but in such event the Mortgagee shall have all of its rights provided for herein. If the Mortgagee, its nominee, or a purchaser in a foreclosure sale, shall acquire title to Owner's right, title and interest hereunder and shall cure all Owner Events of Defaults that are susceptible of being cured by the Mortgagee or by said purchaser, as the case may be, then prior Owner Events of Default that are not susceptible to being cured by the Mortgagee or by said purchaser shall no longer be deemed Owner Events of Default hereunder. Except as set forth herein, nothing contained herein shall require any Mortgagee to cure any Owner Event of Default. 8.5 Foreclosure. Foreclosure of any Mortgage, or any sale thereunder, whether by judicial proceedings or by virtue of any power contained in a Mortgage, or any conveyance of the Project from the Owner to a Mortgagee or its designee through, or in lieu of foreclosure or other appropriate proceedings in the nature thereof, shall not require the consent of the City or constitute a breach of any provision of or a default under this Agreement; and upon such foreclosure, sale or conveyance the City shall recognize the purchaser or other transferee in connection therewith as the Owner hereunder provided that such purchaser or transferee assumes, subject to the terms of Section 8.4 above, each and all of the obligations of the Owner hereunder pursuant to an assumption agreement satisfactory to the City. If any Mortgagee or its nominee or assignee shall acquire the Owner's right, title and interest hereunder as a result ofa judicial or nonjudicial foreclosure under any Permitted Mortgage, or by means of a deed in lieu of foreclosure, or through settlement of or arising out of any pending or contemplated foreclosure action, such Mortgagee shall thereafter have the right to assign or transfer the Owner's right, title and interest hereunder to an assignee upon obtaining the City's consent with respect thereto, which consent shall not be unreasonably withheld or delayed. Upon such acquisition of the Owner's right, title and interest hereunder as described in the preceding sentence by either Mortgagee, or the assignee or nominee of Mortgagee, or the purchaser from Mortgagee, assignee or nominee, the City shall immediately execute and deliver a new agreement or amend this Agreement with such party, upon the written request therefor by such party given not later than one hundred twenty (120) days after such party's acquisition of the Owner's right, title and interest hereunder. Subject to the terms of Section 8.4 above, such new agreement or amended Agreement shall be substantially the same in form and content to the provisions of this Agreement, except with respect to the parties thereto, and the elimination of any requirements which have been fulfilled by the Owner prior thereto, and said agreement shall have priority equal to the priority of this Agreement. Upon execution and delivery of such new agreement or amended Agreement, the City shall cooperate with the new owner, at the sole expense of said new owner, in taking such action as may be necessary to cancel and discharge this Agreement and to remove Owner named herein from the Property. 17 758-392 8.6 Releases. The City agrees that upon written request of Property Owner and payment of all fees and perfonnance of the requirements and conditions required of Owner by this Agreement with respect to the Property, or any portion thereof, the City shall execute and deliver to Owner appropriate release(s) of further obligations imposed by this Agreement in fonn and substance acceptable to the Orange County Recorder or as may otherwise be necessary to effect the release. 9. MISCELLANEOUS PROVISIONS. 9.1 Rules of Construction. The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory; "may" is pennissive. If there is more than one signer of this Agreement, their obligations are joint and several. 9.2 Entire Agreement, Waivers and Amendments. This Agreement constitutes the entire understanding and Agreement of the parties with respect to the matters set forth in this Agreement. This Agreement supersedes all negotiation or previous Agreements between the parties respecting this Agreement, including without limitation the Original Agreement. All waivers of the provision of this Agreement must be in writing and signed by the appropriate authorities of the City or of Owner. All amendments to this Agreement must be in writing signed by the appropriate authorities of the City and Owner, in a fonn suitable for recording in the Official Records of Orange County, California. Within ten (10) days following the effective date ofthis Agreement, a copy of this Agreement shall be recorded in the Official Records of Orange County, California. Upon the completion ofperfonnance of this Agreement or its revocation or tennination, an appropriate Certificate of Completion acknowledging such occurrence signed by the appropriate agents of Owner and the 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) the 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 Agreement. 9.4 Incorporation of Recitals. The Recitals set forth in Section I of this Agreement are part of this Agreement. 9.5 Captions. The captions of this 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 Agreement. 9.6 Consent. Where the consent or approval of a party is required in or necessary under this Agreement, the consent or approval shall not be unreasonably withheld. 9.7 Covenant of Cooperation. The parties shall cooperate with, deal with each other in good faith, and assist each other in the performance of the provisions of this Agreement. 18 758-393 9.8 Time of Essence. Time is of the essence for each provision of this 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 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 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 ofthis Agreement. The parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this 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 the 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 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 Agreement. IN WITNESS WHEREOF, this Agreement has been executed by the City of Santa Ana, acting by and through its Mayor, pursuant to Ordinance No. authorizing such execution, and by Property Owner. Dated this 22nd day of February, 2005. THE CITY OF SANTA ANA By DA VID N. REAM City Manager Approved as to Form: By JOSEPH W. FLETCHER City Attorney 19 758-394 (signatures continued on next page) (signatures continued from previous page) Main Street Concourse LLC, a California limited liability company By: Its Development Manager BDC LLC, a California Ii 20 758-395 CALlFORNIA ALL-PURPOSE ACKNOWLEDGMENT fA;;;Q~&{'&{'~~.<X'-C<'~-C<'.:e<><x'.GC<X?:~~.<X'.<X'~~.:<W.:<W.:<W.:<W.<X'.<X'.<X'~.<X'-C<'~~~.,Q<"...c.M'~~~ ~ :::fO~a,"O~: ~6~~ > } ss I I.'.. On f~\) f'rll.l"\ Il 2-oo~ before me,G.nAU.. L . ~~~l't1Jac 2. L ~,'.':,- ~1 , Date Name and lUte of Officer (e.g., ~ Jane Doe, Notary Pub!' , ~ personally appeared rz..o~--:r t-'- Bi. s tJ to ~ I ;::::, known ro me I I.:.~.. ;Vi~~~~~d to me on the basis of satisfactory ;....: ~~' J'-' .-. - :..~,.., -C.I~':';:'~J to be the person(s) whose name(s) i~ .11 . .......... -.....--.u subscribed to the within instrument and I' 6) CommIuion.1347701 z acknowledged to me that hefaRe/tAeyfexecuted .1 ~.;. j' Notary Public - California ~ the same in hisfl:l9l=iti:leif authorized ~. I ~ ~ l~ Angeles County f capacity(ies), and that by his/i:leritheirf ~ ~ _ _ _ ~~~_~~~ :~~n:~~~~s~po;nt~~~:~r~~:~~:~et~:r~~~~~~(~~ ~ ~ acted, executed the instrument. ~ ~ ~ ~ ~ ~~ ~ ~ ~ ~ ~ ~ OPTIONAL ~ ~ Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent ~ ~ fraudulent removal and reattachment of this form to another document. g: ~ Description of Attached Document ~ ~ Title or Type of Document: ~ ~ @ ~ Document Date: Number of Pages: ~ ~ Signer(s) Other Than Named Above: ~ I ~:::I~::) Claimed by Signer ~ ~ 0 Individual TOP:I thumb here ~ ~. : 0 Corporate Officer - Title(s): ~... '. ~1 0 Partner - 0 Limited 0 General lIS ; ~ ~~":.:,-Mact ~ ~ 0 Guardian or Conservator g ~ 0 Other: ~ ~ Signer Is Representing: ~ ~x;x,~~~~~~~~~~~~~~~~~~~~~~~'?R~'<'.~~'<X;.~~~~~~ @1999National Notary Association. 9350 De Soto Ave., P.O. Box 2402. Chatsworth, CA 91313-2402. www.nationalnotary.org Prod. No. 5907 Reorder: Call TolI.Free 1.800.876.6827 758-396 07/31/2003 14:39 310-277-0845 RHB TRANSACTION CDS PAGE E:J4 EXBIBIT "A" LEGAL DESCRIPTION AU that certain Land situated in the State of California. County of Orange, City of Santa Ana, described as follows: PARCEL A: The Northerly 1 00.00 feet of that portion of the land allotted to Abel Stearn, as described in the final decree of partition of the Rancho Santiago De Santa Ana, which was entered September 12, 1868 in boole ClB" pago 410 of 1udgments of the District Court of the 17C111udici3.l District in and for Los Angeles County, California, descnoed as follows: Commencing at the iI1ter3ectian of the East line of North Main Street, as said East line existed on January 10, 1922, with the South line of Section 31, TOWJIsbip 4 South, Rauge 9 West, San Bernardino Meridian; theoce North on the East line of said Main Stx'eet 150.00 feet; thence Bast parallel to the South line of saW section 145.25 feet; thence South 150.00 feet; thence West 145.25 feet to the point of beginning. EXCEPTING therefrom the Westerly 31.00 feet thereo~ as granted to the City ofSlUltllAna by deed r.ecorded 1une 15, 1970 in book 9316, pa,ge 748 ofOfficia1 Records ofOmlge County, Califomia. PARCEL B: The Southerly 50.00 feet of that portion of the land allotted to Abel Steam, as described in the final decree of partition of the lWJcbo Santiago De Santa Ana, whicb was entered September J2, 1868 in book "B" page ~1O of 1u.dgmcnts of the District Court of the 1-" Judicial District in and for Los Angeles County, California, described as foUows: Commencing at the intersection of the East line of North Main Stx"eet, as said East line existed on January 10, 1922, with'the South line of Section 31, Township 4 South, Range 9 West, San Bernardino Meridian; thence North on the East line of said Main Street 150.00 feet; thence East parallel to the South line of said section 145.25 feet; thence South 150.00 feet; thence West 145.25 feet eo die point of beginning. PARCEL C: That portion of Section 31, Township 4 South, Range 9 West allotted to Abel Stearn, as described in the final decree of partition of the Raricbo Santiago De Santa Ana, which was entered September 12, IS/J8 in book "B" page 410 of Judgments of the District Court of the 1"'fl' Judicial District in and for Los Angeles CollJilty, California, described 8$ follows: Beginning at the Northwest corner of land formerly of G. W. Vance; lUtlningthel1ce North 10.50 chains (Q the Southwest comer ofJaod fouoerly of J. M. King; thence East 25.23 chains to the Southeast corner of said land of J. M. Kiag; thence South 10 chains to the township line, ll.1ld thence West along the Township line to the point of beginning, and being in the Southwest quarter of Section 31, TOWllship 4 South, Range 9 West, San Bernardino Base and Metidian. EXCEPTING therefrom the East 6 acres. AlSO EXCEPTING therefrom the following: Beginning at the intersection of the East line of North Main Street, with the South line of Section 31, TOWIl3hip 4 South, Range 9 West, San Bernardino Base and Meridian; running thence North on th: East line of North Main Street 15.0.00 feet; thence Ea!t parallel to the South line of said Section 31,145.25 feet; ~ce South 150.00 feet; thence West 145.25 feet to the point of beginning. F:IL.EGAL\FILENUMS\OI 02l\6oc\OrallC ~.doc JUL 31 2003 15:46 758-397 310 277 0846 PAGE. 04 07/31/2003 14:39 3Hl-277-0846 RHB TRAN~A~11UN ~u~ ALSO EXCEPTING a strip of land along the Southerly line of said land as graD!ed tn County of Orange by deed recorded DecetObcr9, 1937, in book 9)5, page 422, records ofOraage County, describlXl as follows: Beginning at the Southwest comtr of that certain property described in deed to J. A. Engel aud Don A. Engel recorded in book 683, page 337 of Official Records of Otange CoWlty, California, Bnd tunning thence from said point of beginning aloug the Northerly city limits of the City of Santa Ana. South 813039' SO" West., a ~dius of 140.30 fee~a radial line from said poiDt in said curve beatS South 290 41' 40" East; thence Northeasterly along said cunre, through a centra] angle of 250 59' 00", 63.63 feet to a line tangent; thence North. 860 17' 20" East, along said tangent line, 392.96 teet, more or less, to a point in the West line of the above-mentiowxi property dtsaloed in deed tn I. A. Engel and Dora E~l, which point bears North lG 30' 20" Bast, 33.04 feet :froro the point of beginning; . 'thence South IG 30' 20" WC9t, 33.04 feet along said West line to the point of beginning. PARCELD: That portion of Lot 7 of Tnct No. 721, as shown on a map recorded in boole 22, page 4 of Misce1.laDeous Maps, records of Orange County, California, described as follows: Beginning at a poiot in the Northerly line of said Lot 7 distant thereon South 880 28' West 242.01 feet from the Northeast comer of said Lot 7, and running thence Southwesterly along a curve concaVt: Southeasterly and baving a .radius of2S0 feet, a radial Hne through said point ofbeginniDg bearing South 30e 25' FJaSt, a distuJce of 86.39 feet to a point of reverse curve, thence Southwesterly along said curve, concave Northwes1terly and having a radius of 203 feet, a distance of 71.05 feet. more or less, to a point which is 104.99 feet Northeasterly, measured along said curve from the Southeast corner of Lot 6 of said Tract No. 721; tben.ce North 00 4S' East. parallel with (he Easterly line of said Lot 6, 97.95 feet to a point in the Northerly line of said Lot 7 which is distant thereon Nonh 880 28' East 100.08 from the North.eut comer of said Lot 6; thence North 880 28' East along said Northerly line 118.40 feet to the point of beginning. PARCEL E: Lot 5 of Tract No. 721, as shown on a map recorded in book. 22, page 4 ofMiscellJlneou9 Maps., records of Orange County, California. PARCEL F: That portion. of loIS 1,3 and 4 in Block A of tract No. 315 as shown on a map recorded in boole 14, page 49 of Miscellaocou4 Maps ofsaid County, together with th~po.uOa.ofLo1s 1.2,3.4,6 and 7 ofTnctNo. 72J as shown on a map .recorded in book 22, page 4 ofMiscc1laneous Maps of said C<nmty,said portions lying Northerly of the following described line: Begimring at a point in the Southerly line of Lot 2, Block A of said Tract No. 31 S, dist:mt South 890 27' 02" East, 66.00 feet from the centerline ofMaiJl S1reet~ theuce North )0 OS' IS" East 71.00 feet to a line distant 71.00 feet Northerly from and ~ at right angles to said South line; thence paraDel with the South lie of said Lots South 89021" 02" East, 274.27 feet ttI the beginning ora tangent curve concave Northerly haviog a radiw of 933.00 feet; thence Easterly along said curve through a central angle of 60 30' 13" an art length of 105.90 feet to a point of reverse curve concave Somberly, having a radius of 60.00 feet; thence Easterly along sllid curve through a central angle of 13056' 16" an arc length of 14.60 fee~ thence tangent to said curve South 820 DO' 59" East, 33.91 feet to the beginning of a tangent eu.rve concave Northerly, having a tBdiw of 42.00 feet; thenC': Easterly along said CUlVe through 8 central angle of J 70 35' 00" an arc length of 12.89 feet to a point of compound', curve, concave Northerly, baving a ",dius of 946.00 feet; thence ~terly along said CU(Ve through a central angle (~f 1041' 47", an arc lengd1 of29.66 feet; thence North 230 48' 48'" East. 21.78 feet; thence North 74026' 48" East, 51.73 feet; thence South 68e 14' 13" East, 21.12 feet tn the beginning of a curve concave northerly having a radius of93S.00feet; thence Ea.~terly along said curve through 8 central angle of I G 43' 35" an arc length of28.17 feet; thence tangent to said curve Nonh 71038' 39" East, 13.06 feet to the North line of said Lot 7, Tract No. 721; thence along said North line North 880 48' 12" East, 158.23 feet to the North line of Owe os Drive as shown on map ofr~ord o:fsurvey filed in Record of F:\LEQ A1.\PILENUMSIOI 02IIdOC:\OfGnt Dccd.doc JUL 31 2003 15:47 758-398 310 277 0846 PAGE. 05 07/31/2003 14:39 310-277 -0845 RHB TRANSACTION CDS PAGE 05 Surveys, book 10, page 21, l1lOOms of'said CoUllty being a poiDt in a curve concave Southeasterly haviQ2 a radius of 250.00 feet; said 1i:ne sball be exrended Westerly, to intersect the West line of said Lot l. EXCEPTING therefron:a tbat portion of said Lot I in Block A of Tract No. 315 lying Westerly of a line paralIel with and 66.00 feet East of the centerline of Main Street as &bown 00 said map of Tract No. J IS. ALSO EXCEPTING therefrom that portion of said Lot 1 in Block A of Tract No. 315 enclosed within a ~ shaped area bounded Westerly by the South 25.00 1i:et of said line 66.00 feet Eht of Main Street centerlinej boUDded Southerly by the West 25.00 feet of the liDe first above described having . bearing and distance of South 89" 27' 02" East, 274.27 feet; and bounded Northeasterly by a straight line connecting the North and Bast and points . of said bouodaty lines. F :\U!GAl. \F'1U!NtlMS\o I 021 ldoc:\Gnml tll!ed. doe JUL 31 2003 15:47 758-399 310 277 0846 PAGE. 06 f..IUII ~ c..... Il. (.,... un.., IIU."," BLDG. 'B' 7,900 S.F. ~ .'u '.'.,..1.. A :~ lltAl'" ...u I . . I - r- ~ c. I~ ~ - l' ~' _I ~I'~~"~, / :::::~~~.. ..A.....~\~~.ul (JI':~:'.~~~:::'~:: \ ....1 ,., (".e. .AJ." 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IWL'''' C.'WI.. ..........., (IIU.OI.U l"IMllloU A~ . ~":''''':''' ":'-~~ ~ .. · ~~ f ~ ( r.I. i ~ ~ - CU" MtlTU bU.."......A _leA' -- -~ ~ ,,- " 'rA.I I ~ --~ * l: .-J1! ~ .LUL." -W~.I~. .. \ .. ~~~ r1f .1 'NO -1. - !dJ_'~. ~L-I' 'IlK!) :>>1 ~ I ~ .HIftAtl ,Ill I.. j~ ~ ,...... .~. -~..... :< \ s \\ fY I ) I J ) ~I a ~ ~ ~ B j)$ ) ;:ti~ CU, I" ~ ... )l c~. .. ~~~_._- ~~\..~c.... .ewl ~ - v ...... C.........IIJ) .--eo.." f .)../ W.'~:~n ..",. ~~,"~ ~~~, ~A.... A.IlLA.... - ~ ..... UIIA. ..'.,- I! .. I!I ...1ol .. 1- - - Mt:MUHY LANE - -- ~f EXHIBIT B - PROPERTY SITE PLAN PAGE 2 OF 2 JO 60 '0 I OCTOBER '4, 2004 '--30' E~:~1::JJ!B - .1~~4~;:~~-~~WPJ -. .1Biimm 75~ ." " 71 EXHIBIT C Public Art Locational Plan 1. Public art valued at one-half of one percent (0.5%) of the project building permit valuation is required. Public art shall be comprised of a single art piece (or two or more pieces, as agreed to by the City's Planning Commission and Owner) to be placed along Main Street at one or two major entrances to the Project, with the final location to be determined as specified in paragraph 2.5 of this Agreement. 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. A comprehensive Public Art Plan indicating compliance with this requirement, and which proposes specific pieces of art for specific locations or applications, shall be submitted to the Planning Commission prior to the completion of the project's first phase. All public art approved by the Planning Commission in the Public Art Plan shall be completely installed as provided in paragraph 5.8.1 of this Agreement. Review and approvals required by the Planning Commission pursuant to sections 5.8, 5.8.1 or this Exhibit C may be delegated to a committee of same duly constituted pursuant to the Planning Commission's bylaws. 2. Art should be sited to complement features such as plaza or architectural components so that the art is an integral part of the development site. 3. Public art should be constructed using durable materials and finishes including but not limited to stone or metal. 4. No art piece provided pursuant to the public art requirement shall include advertising of any type, including but not limited to products, services or businesses. 5. All public art provided pursuant to the public art requirement shall be properly maintained at all times, be free of any graffiti and shall not incorporate any flashing or distracting form of illumination. 6. All art pieces approved and installed pursuant to the Public Art Plan shall remain on the project site and may not be removed without the approval of the Planning Commission. 7. Expenses Not Allowed from Art Allocation l. Expenses to locate the artist (e.g., airfare for artist interviews, etc.) II. Architect and Landscape Architect fees. iii. Landscaping around a sculpture 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. iv. Utility fees associated with activating electronic or water generated artwork. v. Lighting elements not integral to the illumination of the art piece. 24 758-402 VI. Publicity, public relations, photographs, educational materials, business letterhead or logos bearing artwork image. vii. Dedication ceremonies, including sculpture unveilings or grand openings. 8. To be eligible, the proposed work of public art shall not be: i. a mass produced object from a standard design; II. a reproduction, whether produced by mechanical or other means, of an original work of art; iii. elements of building, designed by the building's architect, as opposed to a public artist commissioned for the express purpose of creating a unique work of public art; nor IV. a water feature, in whole or in part. 25 758-403 Development Agreement No. 04-04 EXHIBIT D Phasing Plan '" ~ 758-404 PHAse -r \toJ 0 PHASe oNE 1 . , , . I~ , . I . I! , ~, , I' , I I i , I~ , -, , l' , , f Ii .' I~ ~l I-I ,: .' . -' I! , ! I , I" , , w ' I I III ~ ~ i a I' r i ~i " ," H ! . ' ! I I -II I '. I' . I ~ ., nl~ ,l [ ~ i ! i . I I I I I I I i ! ' I I ; ~ I i II i . I II! I I I l, Iii I L Ii I II I d ni, I II 1 I I I I · i J I I . i:1 jq i: .i. .i. Ii !.II Ip '1 , I . l I . I II u Ii q ! ~ I 1 ; I . " ~ , I 8 . 8 I I i I n, i ~ ! h U! 8 U I ! I U I I . .. , I II I ~ II p! I,! ill! 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I II: _I. .I .. .. ~. d H City Place Project Public Improvements Improvement Location Install a traffic signal Lawson and Memory Lane Install a crosswalk and associated traffic signal Memory Lane and Crescent Construct new cub, gutter and sidewalk Property frontage of Lawson Way Construct new sidewalk Property frontage of Memory Lane Replace damaged curb, gutter and sidewalk Property frontage of Main Street Street light installation Property frontage of Lawson Way Repave from centerline to edge of gutter Property frontage of Lawson Way Underground all existing overhead utility lines Along property frontage of Memory Lane 758-407 Development Agreement No. 04-04 EXHIBIT F Residential Tower Study Area -~~.r'" ""~. *~l:rr ::O-___.l~~y~"~i~~t~:!~_,,.__._ . CITY PLACE WEST 758-408