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HomeMy WebLinkAboutCIM/Huntington, LLC - aka CIM Group, LLC - 2002-10-21RESOLUTION NO. 339 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA, APPROVING AND MAKING CERTAIN FINDINGS PURSUANT TO HEALTH AND SAFETY CODE SECTION 3.3433 FOR A THIRD IMPLEMENTATION... AGREEMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND CIM/HUNTINGTON, LLC WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Agency") is engaged in activities necessary to execute and implement the redevelopment plan ("Redevelopment Plan") for the Merged Redevelopment Project Areas of Huntington Beach (collectively, the "Merged Project Area"); and Agency proposes to enter into a Third Implementation Agreement ("Implementation Agreement") with CIM/Huntington, LLC ("Developer") which supplements, modifies or incorporates by reference the terms of that certain Disposition and Development Agreement by and between Agency and Developer, dated as of June 17, 1999 (the "DDA"), as previously supplemented by that certain First Implementation Agreement dated as of April 6, 2000 and that certain Second Implementation Agreement dated as of March 5, 2001 (the DDA as amended, and the First, Second and Third Implementation Agreements shall be collectively referred to herein as the "Agreement"); and _. Pursuant to the Agreement, the Agency proposes to transfer to Developer that certain real property within the boundaries of the Merged Project Area set forth with particularity in the Agreement (the "Property"); and Pursuant to the California Community Redevelopment Law (California Health and Safety Code, Section 33000 et seq.) the Agency and the City Council held a joint public hearing on the Agreement, having duly published notice of such public hearing and having made copies of the proposed Agreement and other reports and documents (including the summary referred to in Section 33433) available for public inspection and copying; and The Agency has duly considered all terms and conditions of the proposed transaction, and believes that it is in the best interests of the Merged Project Area and the City and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law and requirements; NOW, THEREFORE, IT IS RESOLVED by the Redevelopment Agency of the City of Huntington Beach, California, as follows: Section 1. All recitals set forth in this resolution are true and correct. GAFIELD\2002 RESOLUTIONIAGENCY 33433 RESOL.DOC Res. No. 339 Section 2. The consideration to be received by the Agency for the transfer of the Property is not less than the fair reuse value and fair market price of the Property determined at the use and with the conditions, covenants, and development costs. required by the. Agreement. Section 3. The transfer of the Property to the Developer pursuant to the Agreement will assist in the elimination of blight in the Merged Project Area. Section 4. The Agency hereby finds and determines that the transfer of the Property pursuant to the Agreement is consistent with the implementation plan adopted pursuant to Section 33490 of the Health and Safety Code. Section 5. The Agency hereby finds and determines that the Agency's use of its authority under Health and Safety Code Section 33421 in carrying out the provisions of the Agreement is necessary to effectuate the purposes of the Redevelopment Plan. Section 6. The proposed Agreement is hereby approved in substantially the form presented at this meeting, with such minor changes as may be approved by the Executive Director of the Agency with the approval as to form by the Agency General Counsel. Section 7. . The Chairman of the Agency and the Executive Director of the Agency are hereby authorized to execute the Agreement on behalf of the Agency. A copy of the Agreement when executed by the Agency shall be placed on file in the office of the Agency Clerk. Section 8. The Executive Director of the Agency (or his designee) is hereby authorized, on behalf of the Agency, to sign all documents (including but not limited to grant deeds) necessary and appropriate to carry out and implement the Agreement, and to administer the Agency's obligations, responsibilities and duties to be performed thereunder. PASSED AND ADOPTED by the Redevelopment Agency of the City of Huntington Beach at a regular meeting held on the 21st day of October , 2002. ATTEST: Agency Seefetft ° Cie- r /< REVIEWED AND APPROVED: Agency Irector Chairperson APPROVED AS TO FORM: 1 4 pen y General Counsel 10 c'b REVIEWED AND APPROVED: Director of Economic Development 2 GAFIELD\2002 RESOLUTIOMAGENCY 33433 RESOL.DOC Res. No. 339 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF HUNTINGTON BEACH ) I, CONNIE BROCKWAY, Clerk of the Redevelopment Agency of the City of Huntington Beach, California, DO HEREBY. CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a regular meeting of said Redevelopment Agency held on the 21St day of October, 2002 and that it was so adopted by the following vote: AYES: Green, Dettloff, Winchell, Bauer, Boardman, Cook NOES: None ABSENT: Houchen ABSTAIN: None rho for®Qokq instrument is a coned o Vy of the odghal on Me In this office. Alessi 30 200A city a -oft Ido GlorkAt the CKY ,;ounces of the City of Hurvtin n Beach, CaMomia. By .._ . k ®poly Clerk of the Red evelopmen Agency of the City of Huntington Beach, CA RESOLUTION NO. 340 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA (AGENCY), CERTIFYING THAT THE AGENCY HAS REVIEWED AND CONSIDERED FINAL SUPPLEMENTAL ENVIRONMENTAL. IMPACT REPORT NO: 01-02 FOR THE STRAND AT DOWNTOWN HUNTINGTON BEACH PROJECT, MAKING CERTAIN FINDINGS REGARDING THE ENVIRONMENTAL EFFECTS OF THE PROPOSED PROJECT, AND ADOPTING A MITIGATION MONITORING PROGRAM AND A STATEMENT OF OVERRIDING CONSIDERATIONS WHEREAS, CIM Huntington, LLC ("Developer") proposes to develop the Strand at Downtown Huntington Beach project ("Project"); and The City of Huntington Beach ("City") prepared a Subsequent Environmental Impact Report No. 01-02 ("SEIR") for the Project pursuant to, and in full compliance with, the California Environmental Quality Act ("CEQA"), Public Resources Code, §21000, et seq., and all applicable State and local CEQA Guidelines adopted pursuant thereto; and The City duly consulted with the Agency during the preparation of the Draft SEIR and afforded the Agency the opportunity to review and comment on the Draft SEIR prior to the preparation of the Final. SEIR; and After subjecting the Draft SEIR to the process of public review and comment in accordance with CEQA and applicable CEQA guidelines, the City prepared and released the Final SEIR for the Project, which incorporates by reference the text of the Draft SEIR, and which includes corrections and revisions made to the text of the Draft SEIR as well as the responses to all comments on the Draft SEIR that were received during the public review period; and Following its public hearing held on September 24, 2002, the City Planning Commission certified the SEIR on October 1, 2002; and The Agency has reviewed and considered the information contained in the Final SEIR. NOW, THEREFORE, IT IS RESOLVED by the Redevelopment Agency of the City of Huntington Beach, California, as follows: Section 1. The Agency hereby certifies that the Final SEIR prepared for the proposed Project has been prepared in compliance with CEQA, and all applicable State and local guidelines or regulations adopted pursuant thereto. 1 G:TfELD\2002 RESOLUTIMAGENCY CEQA RESOLUTION.DOC Res. 3 qa Section 2. The Agency further certifies that the information contained in the Final SEIR and other documents in the record with respect to the Strand at Downtown Huntington Beach Project have been reviewed and considered by the Agency Commissioners. Section 3. After separately and independently reviewing and considering the information contained in the Final SEIR and other documents �in the record with respect to the Project, the Agency finds that its own determinations and findings of fact are in complete agreement in all material respects with those of the City. For this reason, Agency hereby adopts as its own, and hereby incorporates herein by reference in support of this resolution, the findings made by the City contained in Attachment "A" entitled, "Findings of Fact and Statement of Overriding Considerations." Each and all of the findings and determinations set forth in said Attachment "A" are based upon competent and substantial evidence, both oral and written, contained in the entire record relating to the Project and the Final SEIR, as separately reviewed and considered by the Agency in the exercise of its independent discretion. Therefore, notwithstanding the adoption in full of the text of the City's findings and determinations contained in Attachment "A," such findings and determinations constitute the independent findings and determinations of the Agency in all respects, and all of the language included in Attachment "A" constitutes findings by the Agency, whether or not any particular sentence or clause includes a statement to that effect. Section 4. All summaries of information and the findings contained in said. Attachment "A" are based on the Final SEIR, the Project (and every component thereof) and/or other evidence in the record. The absence of any particular fact from any such summary is not an indication that a particular finding is not based in part on that fact. The summaries of information in Attachment "A" are only summaries. Cross-references to the Final SEIR and other evidence in the record have been made where helpful, and reference should be made directly to the Final SEIR and other evidence in the record for more precise information regarding the facts on which any summary is based. Section 5. The Agency finds that no additional environmental effects other than those identified in Attachment "A" will have a significant effect or result in a substantial or potentially substantial adverse affect on the environment as a result of the construction of the Project. The Agency finds and determines that all significant environmental effects identified in the Final SEIR for the construction and operation of the Project have been reduced to an acceptable level in that: (a) All significant environmental effects that can be feasibly avoided have been eliminated, or substantially lessened, as indicated in the findings contained in Attachment "A" and the Final SEIR; and (b) Based on the Final SEIR and other documents and information on the record with respect to the construction and operation of the Project, all remaining unavoidable significant impacts, described in the findings contained in Attachment "A," are overridden by the benefits of the Project as described in the Statement of Overriding Considerations set forth in page 20 of Attachment "A." 2 GAFIELD\2002 RESOLUTIONWGENCY CEQA RESOLUTION.DOC RP- S. 34 b Section 6. The Final SEIR identifies and discusses significant effects that will occur as a result of the Project. As the Findings contained in Attachment "A" indicate, despite changes in the Project and/or incorporation of mitigation measures designed to reduce significant impacts to below the level of significance, significant environmental impacts will remain that cannot be reduced to below the level of significance because specific economic, legal, social, technological or other considerations described therein make infeasible any mitigation measures or alternative development scenarios identified in the Final SEIR. Having adopted all feasible mitigation measures to reduce the effects of the Project and having balanced the benefits of the Project against the Project's potential and unavoidable adverse impacts, the Agency hereby determines that the remaining unavoidable adverse impacts are nevertheless "acceptable," based on specific economic, legal, social, technological, planning and other considerations associated with the Project that serve to override and outweigh the Project's unavoidable significant effects, as described in the Statement of Overriding Considerations found on page 20 of Attachment "A." Section 15093 (b) of the State CEQA Guidelines provides that when the decision of the public agency allows the occurrence of significant impacts identified in the Final SEIR which are not mitigated to below the level of significance, the Agency must state in writing the reasons to support its action based on the Final SEIR and/or other information in the record. The Agency finds that after independently reviewing and considering the Final. SEIR and/or other information in the record and arriving at its own conclusions and determinations with respect to the significant impacts : and countervailing benefits of the Project, such conclusions and determinations are accurately reflected in and restated by the Statement of Overriding Considerations set forth on page 20 of Attachment "A." Accordingly, Agency hereby adopts as its own the Statement of Overriding Considerations contained in Attachment "A" in fulfillment of the requirements of said Section 15093(b). Section 7. Mitigation Monitoring Program Section 21081.6 of the Public Resources Code and Section 15091(d) of the State CEQA Guidelines require that when a public agency is making findings required by Section 21081 of the Public Resources Code and Section 15091(a)(1) of the State CEQA Guidelines, the public agency shall adopt a reporting or monitoring program for the mitigation measures which have been made part of the Project. The Agency hereby adopts Attachment "B" as its Mitigation Monitoring Program for the Project and finds that the Project meets the mitigation monitoring program requirement of Section 21081.6 of the Public Resources Code. After independently reviewing the final SEIR and all other evidence on record, the Agency finds that the Mitigation Monitoring Program prepared by the City, incorporated herein as Attachment `B" entitled, "Findings of Fact and Mitigation Monitoring Program," adequately provides for the implementation and monitoring of the Project conditions intended to mitigate potential environmental effects, and hereby adopts as its own such Mitigation Monitoring Program set forth in Attachment `B." 3 GAFIELD\2002 RESOLUTIOMAGENCY CEQA RESOLUTION.DOC Res. No. 340 Section 8. Pursuant to Section 21082.1(c) of the Public Resources. -Code, the Agency finds that the Final SEIR reflects the independent judgment of the Agency as Responsible Agency for the proposed Project. Section 9. Section•21081.6(a)(2) of the Public Resources Code and CEQA Guidelines, Section 15091(e) require that the public agency shall specify the location of the custodian of the documents or other materials that constitute the record upon which its decision is based. Accordingly, the record and custodian of documents is the Secretary of the Redevelopment Agency of the City of Huntington Beach, Civic Center, 2000 Main Street, Huntington Beach, California 92648. PASSED AND ADOPTED by the Redevelopment Agency of the City of Huntington Beach at a regular meeting held on the 21st day of October _, 200 .64k� ATTEST: Of 117e"id'd Agency • Ci ' K7 REVIEWED AND APPROVED: Agency Drrector Chairperson APPROVED AS TO FORM: Agency General Counsel REVIEWED AND APPROVED: - &d n' Director of Econom'Vbevelopment 4 GAFIELD\2002 RESOLUTIONWGENCY CEQA RESOLUTION.DOC lies. 3 4a Ikes. 3 Va FINDINGS OF FACT 1: Introduction And Background This document provides the Findings of Facts and Statement of Overriding Considerations required for the approval of the Strand at Downtown Huntington Beach (Blocks 104 and 105) project, as defined in the Draft EIR. As required under California Environmental Quality Act (CEQA) regulations, a Notice of Preparation (NOP) to prepare the Strand at Downtown Huntington Beach (Blocks 104 and 105) EIR was distributed on August 16, 2001 to responsible and trustee agencies as well as private organizations and individuals that may have an interest in the project. The purpose of the NOP was to provide notification that the Lead Agency planned to prepare an Environmental Impact Report (EIR) and to solicit guidance on the scope and content of the EIR. The NOP included a brief description of the project and identified those areas where the project could have potentially significant effects, as well as those areas where the project would have no effect. It also identified alternatives that were : dismissed from further consideration. The NOP and responses to the NOP are included in Appendix A of the Draft EIR: On July 19, 2002, the City of Huntington Beach issued a Draft EIR for public review for a period of 45 days ending on September 3, 2000. A Notice of Availability was issued which announced the release of the Draft EIR, identified where it was available for review, described the project, and its location, and summarized the significant environmental effects. The notice stated where documents referenced in the EIR are available for review, and stated the period for submittal of comments on the contents of the Draft EIR. The City of Huntington Beach distributed the Draft EIR to interested individuals, agencies, elected officials, special interest groups, and businesses. Copies of the Draft EIR were also made available for public review at the Huntington Beach Central Library. The City received nine (9) letters commenting on the Draft EIR during the public review period. The Draft EIR included a detailed description of the Proposed Project, an analysis of its potential environmental effects, and an analysis of the effects of three alternatives to the project: ■ No Project/No Development Alternative; ■ Reduced/Revised Project Alternative (Hotel and commercial development on Block 105 only); The Strand at Downtown Huntington Beach Final EIR � J1% v1 1 O. Res. .390 Findings of Fact and Statement of Overriding Considerations d Alternative Mix of Uses (Development of proposed commercial components on both blocks, substituting residential units for hotel rooms). The Draft EIR also. described cumulative impacts, growth -inducing impacts,. significant irreversible environmental effects, and significant and unavoidable impacts. In September 2002, the City of Huntington Beach released the Final EIR for the project. The Final EIR incorporates by reference the text of the Draft EIR and includes responses to the nine letters commenting on the Draft EIR, and corrections and revisions to the Draft EIR. 2. Project Objectives And Description The Project has the following primary objectives (see Draft EIR, p. 2-3): Applicant ■ Develop a commercial project that responds to market demand and is financially viable. j ■ Provide adequate infrastructure to support the proposed commercial project. ■ Promote the development of a commercial product that conveys a high quality visual image and character. City of Huntington Beach ■ To add a hotel to the Downtown core area and increase the attractiveness of Downtown to the City's tourists and visitors, as well as lodging services for visiting family and friends of residents. To improve the perception of the Downtown and beach area as a destination for local residents as well as people from outside the area. +� To enhance the Downtown as a destination for quality retailers and restaurants. p To contribute to efforts to create an 18-hour Downtown, with visitors and residents remaining Downtown in the evening for shopping, dining, and entertainment. To provide for the highest and best use of previously under-utilized and currently unattractive properties. o To assist in the implementation :of the City's Redevelopment Plan and the Downtown Specific Plan. The proposed project consists of the hotel and commercial redevelopment of 2.97 acres of the 6.31-acre property Block 104/105 site located in the downtown area of the City of Huntington Beach, California, which is currently occupied by retail, commercial, office, and residential uses. Seven buildings ranging in height from two to four stories and containing a total of 226,245 gross square feet (gsf) are proposed as mixed -use vertical, visitor -serving development. The 2 City of Huntington Beach Findings of Fact and Statement of Overriding Considerations project site currently contains small surface parking lots, vacant lots, and a one-story commercial structure occupied by Papa Joe's Pizza. The Papa Joes's Pizza structure would be removed to allow the proposed construction of Block 105. In addition, and to accommodate development of the project on both blocks 104 and 105, a 54-foot-wide easement for pedestrian and vehicular traffic between PCH and Walnut Avenue along Fifth Street would be provided in lieu of the existing 80 foot -wide right-of-way. Parking would be provided in a two -level subterranean parking garage located below the entire project site, and six spaces of surface level parking would be provided on Block 105, for a total of 403 parking spaces at the site. The proposed project would require the following approvals by the City of Huntington Beach: • Condition Use Permit for new construction within Downtown Specific Plan District Three; ® Special Permits for encroachment into the minimum ground floor and upper -story setbacks, exceeding maximum building height, and reduction of the Fifth Street View corridor; • Coastal Development Permit for development within the City's designated Coastal Zone; and . ■ Tentative Tract map to consolidate properties into one lot for condominium purposes. The. findings (Section 4 of this document) describe.the effects of the project as defined above. 3. Record Of Proceedings For purposes of CEQA and the findings set forth herein, the record of proceedings for the City of Huntington Beach's decision on the project consists of the following documents: ■ The Initial Study/NOP prepared for the project; ■ Other public notices in conjunction with the project; ■ The Draft EIR; ® All written comments submitted by agencies or members of the public during the public comment period on the Draft EIR; • The Final EIR for the project; • The Mitigation Monitoring and Reporting Program for the project; ■ All findings and resolutions adopted by the City of Huntington Beach in connection with the project, and all documents cited or referred to therein; • All reports, studies, memoranda, maps, and other planning documents relating to the project prepared by the City of Huntington Beach, the City of Huntington Beach's consultants, or Responsible or Trustee agencies with respect to the City's compliance with the requirements of CEQA and with respect to the City of Huntington Beach action on the project; The Strand at Downtown Huntington Beach Final EIR 3 A i;ACHIMENT NO. � 3 Res. 3Ya Findings of Fact and Statement of Overriding Considerations ■ All documents submitted to the City of Huntington Beach by agencies or members of the public in connection with the project; ■ Minutes and verbatim transcripts of all information sessions, public meetings, and public hearings held by the City of Huntington Beach in connection with the project; ■ Any documentary or other evidence submitted to the City of Huntington Beach. at. such workshops, public meeting, and public hearings; and ■ Matters of common knowledge to the City of Huntington Beach, including, but not limited to federal, State, and local laws and regulations. The custodian of the documents is the City of Huntington Beach Planning Department. 4. Findings Required Under CEQA Under CEQA, for each significant environmental effect identified in an EIR for a proposed project, the approving agency must issue a written finding reaching one or more of three allowable conclusions: ■ Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant effects on the environment (Public Resources Code (PRC) §21081, subd. [a]); ® : Changes or alterations are . within the responsibility and jurisdiction of another public agency and have been, or can and should be, adopted by the other agency (PRC §21081,' subd. (b)); and ■ Specific economic, legal, social, technological, or other considerations, including considerations for the provision of employment opportunities for highly trained workers, made infeasible the mitigation measures or alternatives identified in the environmental impact report (PRC §21081, subd. [c]). CEQA requires that the lead agency adopt mitigation measures or alternatives, where feasible, to avoid or substantially reduce significant environmental impacts that would otherwise occur as a result of a project. Project modification or alternatives are not required, however, where they are infeasible or where the responsibility for modifying the project lies, with some other agency (State CEQA Guidelines §15091, subd. (a), 13]). Public Resources Code Section 21061.1. defines "feasible" to mean "capable of being accomplished in a successful manner within a reasonable period of time, taking into account economic, environmental, social and technological factors". State CEQA Guidelines Section 15364 adds another factor: "legal" considerations. (See also Citizens of Goleta Valley v. Board of Supervisors [Goleta II] [1990] 52 Cal.3d 553,565 1276 Cal. Rptr. 410].). City of Huntington Beach 'i ACHMENT NO. 119 Findings of Fact and Statement of Overriding Considerations Only after fully complying with the findings requirement can an agency adopt a- statement of overriding considerations. (Citizens for Quality Growth v. City of Mount Shasta [1988j 198 Cal.App.3d 433, 442, 445 [243 Cal. Rptr. 7271.) In cases. in which significant impacts are not at least "substantially mitigated," the agency, after adopting the findings, may approve the project if it first adopts a statement of overriding considerations setting forth the specific reasons why the agency found that the project's "benefits" rendered "acceptable" its "unavoidable adverse environmental effects" (State CEQA Guidelines §15093 and §15043, subd. [b)). The California Supreme Court has stated that, "the wisdom of approving any development project, a delicate task which requires a balancing of interests, is necessarily left to the sound discretion of the local officials and their constituents who are responsible for such decisions. The law as we interpret and apply it simply requires that those decisions be informed, and therefore balanced." (Goleta 11, 52 Cal.3d 553, 576 [276 Cal. Rptr. 4011.) This document presents the City of Huntington Beach findings as required by CEQA, cites substantial evidence in the record in support of each of the findings, and presents an explanation to supply the logical step between the finding and the facts in the record. (State CEQA Guidelines §15091.). 5. Legal Effects Of Findings To the extent that these findings conclude that various proposed mitigation measures outlined in the Final EIR are feasible and have not been modified, superseded or withdrawn, the City of Huntington Beach, in the adopting the findings, commits to implementing these measures. In other words, these findings are not merely informational, but rather constitute a binding set of obligations that will come into effect when the City of Huntington Beach approves the project. The mitigation measures are referenced in the Mitigation Monitoring and Reporting Program adopted concurrently with these findings, and will be affected through the process of constructing and implementingthe project. 6. Mitigation Monitoring And Reporting Program A Mitigation Monitoring and Reporting Program (MMRP) has been prepared for the project, as required by PRC Section 21081.6. The City of Huntington Beach will use the MMRP to track compliance with adopted mitigation measures. The City of Huntington Beach will consider the The Strand at Downtown Huntington Beach Final EIR 5 ATACHMENT NO. :!q- C f�eS. 3yD Findings of Fact and Statement of Overriding Considerations MMRP during its certification of the Final EIR. The final MMRP will incorporate, under separate cover, all mitigation measures adopted for the project. 7. Significant Effects, Mitigation Measures, AndTindings Effects Determined to be Mitigated to Less Than Significant Levels The potentially significant adverse environmental impacts that can be mitigated to less -than - significant levels are listed below. The City of Huntington Beach finds that these potentially significant impacts can be mitigated to a level that is considered less than significant after implementation of the existing City development review requirements, standards, and codes, as well as mitigation measures identified in the Final EIR Air Quality Impact Impact 3.2-1: Demolition, site preparation, and construction activities would generate air pollutant emissions on a daily basis. (Final EIR, p. 3.2-10) Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to air quality would be mitigated to a less -than -significant level. Required mitigation consists of developing and implementing a construction management plan, as approved by the City of Huntington Beach, which includes recommended or equivalently effective. measures approved by the SCAQMD regarding construction parking, traffic, and equipment, as well as implementing all rules and regulations by the Governing Board of the SCAQMD which are applicable to the development of the project (such as Rule 402-Nuisance and Rule 403-Fugitive Dust) and which are in effect at the time of development. 6 City of Huntington Beach Findings of Fact and Statement of Overriding Considerations Cultural Resources Impact Impact 3.3-1: The proposed project could result in the destruction of paleontological resources. (Final EIR, p. 3.3-15) Findings Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to cultural resources would be mitigated to a less -than -significant level. Required mitigation consists of monitoring during grading/construction by a qualified archaeologist and paleontologist, and data recovery, analysis, and report if archaeological or paleontological deposits or features are encountered and cannot be avoided. Impact Impact 3.3-2: The proposed project could result in the destruction of archeological resources. (Final EIR, p. 3.3-15) Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to cultural resources would be mitigated to a less -than -significant level.' Required mitigation consists of monitoring during grading/construction by a qualified archaeologist and paleontologist, and data recovery, analysis, and report if archaeological or paleontological deposits or features are encountered and cannot be avoided. Impact Impact 3.3-3: Potential Historical Degradation of El Don Liquors (Final EIR, p. 3.3-16) The Strand at Downtown Huntington Beach Final EIR 7 Res.3yD Findings of Fact and Statement of Overriding Considerations Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as.identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to cultural resources would be mitigated to a less -than -significant level. Required mitigation consists of incorporating the design features of the adjacent Ocean View Promenade and El Don Liquors structures into the architectural and scale design concept for proposed Building C. Impact Impact 3.3-4: Potential Historical Degradation of the Helme-Worthy Property (Final EIR, p. 3.3- 16) Finding Changes have been required in,:'orincorporated into the project which avoid or substantially.. lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to cultural resources would be mitigated to a less -than -significant level. Required mitigation consists of incorporation of a 20-foot setback from the property line between the Helme-Worthy property and proposed Buildings D/G and F/G, a 15-foot upper - level setback for the third and fourth floors, and creation of a walkway connecting Walnut Avenue and Sixth Street as a buffer zone around the historic National Register property's southern and western borders. Geologyand nd Hydrology Impact Impact 3.4-6: People and structures on the project site could be exposed to seismic hazards associated with ground shaking and fault rupture. (Final EIR, p. 3.4-22) City of Huntington Beach "rTACHIIIIENT NO. 2a•'8 Findings of Fact and Statement of Overriding Considerations Findings Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to geology and hydrology would be mitigated to a less -than -significant level. Required mitigation consists of implementing the grading plan for the proposed project, as approved by the City of Huntington Beach, which includes the recommendations or equivalently effective measures included in the Preliminary Geotechnical Investigation for Blocks 104/105 regarding site preparation, fill placement and compaction, seismic design features, excavation stability and shoring requirements, lateral earth pressure, foundation design; concrete slabs and pavements, cement type and corrosion measures, surface drainage, trench backfill, plan review, and geotechnical observation and testing of earthwork operations. Impact Impact 3.4-7: Project development . would locate structures on potentially expansive. soils, unstable soils, soils subject to settlement, or corrosive soils. (Final EIR; p.3.4-23) Findings Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to geology and hydrology would be mitigated to a less -than -significant level. Required mitigation consists of implementing the gradingplan for the proposed project, as approved by the City of Huntington Beach, which. includes the recommendations or equivalently effective measures included in the Preliminary Geotechnical Investigation for Blocks 104/105 regarding site preparation, fill placement and compaction, seismic design features, excavation stability and shoring requirements, lateral earth pressure, foundation design, concrete slabs and pavements, cement type and corrosion measures, surface drainage, trench backfill, plan review, and geotechnical observation and testing of earthwork operations. The Strand at Downtown Huntington Beach Final EIR 9 R c--s. 3V1) Findings of Fact and Statement of Overriding Considerations Pubic Services and Utilities Impact Impact 3.8-2: Implementation of the proposed project. would :cause police .protection service levels to drop. (Final EIR, p. 3.8-22) Findings Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to public services and utilities would be mitigated to a less -than - significant level. Required mitigation consists of consulting the Huntington Beach Police Department regarding the provision of adequate Crime Prevention Design measures and incorporating the Department's recommendations into the plan. Transportation and Circulation . Impact Impact 3.9-1: The General Plan Build Out with Santa Ana River Bridges Plus Project Scenario could result in intersections and/or roadway segments operating at unsatisfactory levels of service. (Final EIR, p. 3.9-12) Findings Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to transportation and circulation would be mitigated to a less -than - significant level. Required mitigation consists of restriping the eastbound approach to provide a second eastbound turn lane at the Brookhurst Street/Pacific Coast Highway intersection as approved by the City Public Works Department. 10 City of Huntington Beach 9 TACHN11EN T N1 0. -10-- 10 Findings of Fact and Statement of Overriding Considerations Impact Impact 3.9-2: The General Plan Build Out without Santa Ana River Bridges Plus Project Scenario could result in intersections .and/or roadway segments operating at unsatisfactorylevels of service. (Final EIR; p. 3.9-13) Findings Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section ,4 of the Final EIR), the above impact to transportation and circulation would be mitigated to a less -than - significant level. Required mitigation consists of restriping the eastbound approach to provide. a second eastbound turn lane at the Brookhurst Street/Pacific Coast Highway intersection as approved by the City Public Works Department. Impact Impact 3.9-3: The proposed project could affect access to and internal circulation on the project site. (Final EIR, p. 3.9-14) Findings Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to transportation and circulation would be mitigated to a less -than - significant level. Required mitigation consists of demonstrating the provision of. two inbound lanes and one outbound lane for the proposed subterranean parking structure. The Strand at Downtown Huntington Beach Final EIR A'ITACII] ENT N.O. '0- 1 Res. 3c�d Findings of Fact and Statement of Overriding Considerations 7. Environmental Effects Which Would Remain Significant and Unavoidable After Mitigation Aesthetics Impact Impact 3.1-4: Implementation of the proposed project could introduce new sources of light and glare into the project vicinity. (Final EIR, p. 3.1-14) Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to aesthetics would be mitigated, but not to a less -than -significant level. Required mitigation consists of using minimum light levels required for safety, exterior lights being directed downwards and away,.from surrounding uses, onto the project site, and using non -reflective facade treatments, such as matte paint or glass coatings. Impact Cumulative Increases in Light and Glare (Final EIR, p. 3.1-16) Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the cumulative impact to aesthetics would be mitigated, but not to a less -than -significant level. Required mitigation consists of using minimum light levels required for safety, exterior lights being directed downwards and away from surrounding uses; onto the project site, and using non -reflective facade treatments, such as matte paint or glass coatings. 12 City of Huntington Beach A MaHItiENT RO. 10./Z- Findings of Fact and Statement of Overriding Considerations Air Quality Impact Impact 3.2-2: The. project would generate_ daily. operational emissions of VOC and NOx that could exceed established thresholds. (Final EIR; p. 3.2-10) Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to air quality would be mitigated, but not to a less -than -significant level. Required mitigation consists of installation of solar or low -emission water heaters, provision of built-in energy -efficient appliances, installation of energy -efficient air conditioners with automated controls, installation of double -glass -paned windows, installation of energy -efficient lighting with automated controls, exceedence of Title 24 wall and attic insulation requirements by at least five percent, and use of lightcolored roof materials. Noise Impact Cumulative Increase in Roadway Noise (Final EIR, p. 3.6-13) Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support.of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the cumulative impact to noise would be mitigated, but not to a less -than -significant level. Required mitigation consists of implementing best management practices that include, but are not limited to, limiting construction hours to between 7 A.M. and 8 P.M. on weekdays and Saturdays, muffling or controlling construction equipment, locating noise generating equipment as far away as possible from existing residences, turning off equipment when not in use, not allowing equipment to run idle near existing residences, notifying neighbors within 200 The Strand at Downtown Huntington Beach Final EIR 13 ATTAC'"NiNIE"INT N.O. R e. s . 3 Y--b Findings of Fact and Statement of Overriding Considerations feet of major construction areas in writing prior to construction, and designating a "disturbance coordinator" who is responsible for responding to any local complaints, regarding construction noise. 8. Feasibility Of Project Alternatives Because the project will potentially cause unavoidable, significant environmental effects, as outlined above, the City of Huntington Beach must consider the feasibility of any environmentally superior alternatives to the proposed project. The City of Huntington Beach must evaluate whether one or more of more of these alternatives could avoid or substantially lessen the project's unavoidable significant environmental effects. (Citizens for Quality Growth v. City of Mount Shasta [1988] 198 Cal.App.3d 433, 443-445 1243 Cal.Rptr. 727]; see also PRC § 21002.). In preparing and adopting findings, a Lead Agency need not necessarily address the feasibility of both Mitigation Measures and environmentally superior alternatives when contemplating approval of a proposed project with significant impacts. When a significant impact can be mitigated to an acceptable level solely by the adoption of Mitigation Measures, the agency, in drafting 'its findings, has no obligation- to consider the feasibility of environmentally superior. alternatives, even if their impacts would be less severe than those of the proposed project as mitigated. (Lnurel Hills Homeozvners Association v. City Council [1978] 83 Cal.App.3d 692, 730-731 [270 Cal.Rptr. 650]; and Laurel Heights Improvement Association v. Regents of the University of California [1988] 47 Cal.3d 376, 400-403 [253 Cal.Rptr. 426].). Accordingly, in adopting findings concerning project alternatives, the City of Huntington Beach considers only those environmental impacts that for the project are significant and cannot be avoided through mitigation. Chapter 4 of the Final EIR examined three alternatives to the proposed project to determine whether any of these alternatives could meet the project's objectives, while avoiding or substantially lessening its significant, unavoidable impacts. The following three alternatives were examined: Alternative 1: No Project/No Development Alternative; Alternative 2: Reduced/Revised Project Alternative (Hotel and commercial development on Block 105 only); and 14 City of Huntington Beach Findings of Fact and Statement of Overriding Considerations Alternative 3: Alternative Mix of Uses (Development of proposed commercial components on both blocks, substituting residential units for hotel rooms). These findings examine the .alternatives to the extent they lessen or avoid the project's significant environmental effects. Although presented here and in the Draft EIR, the City of Huntington Beach is not required to consider those alternatives in terms of environmental impacts which are insignificant or avoided through mitigation. In addressing the No Project/No Action Alternative, the City of Huntington Beach followed the direction of the State CEQA Guidelines that: The no project analysis shall discuss the existing conditions, as well as what would be reasonably expected to occur in the foreseeable future if the project were not approved, based on current plans and consistent with available infrastructure and community services (State CEQA Guidelines Section 15126[d][4]). No Project/No Development Alternative Aesthetics Under the No Project/No Build Alternative, the current aesthetic condition would not change. Although the site would remain deteriorated and underutilized, no visual elements incompatible with surrounding development would be introduced onto the project site. Additionally, public coastal views across the project site from Walnut Avenue and Sixth Street would be preserved and the full width of the public view corridor provided by Fifth Street would be maintained. This alternative would create no new, significant aesthetic impacts; however, considering the existing condition of the site, the overall aesthetic quality associated with this alternative is considered less than that of the proposed project. Nonetheless, aesthetic impacts of this alternative would be less severe overall than those associated with the proposed project. Air Quality Under the No Project/No Build Alternative, the same number of cars would continue to usethe surface parking lots on Blocks 104 and 105, and vehicle trips associated with existing uses would continue. Additionally, construction, demolition, and operational traffic impacts would not occur, as no development would occur and no uses would change. Air quality would, therefore, remain the same as on the existing condition of the site and impacts would be reduced from those of the proposed project. The Strand at Downtown Huntington Beach Final EIR 15 Res. 3�tD Findings of Fact and Statement of Overriding Considerations Noise This alternative would not result in any construction -related noise or change the existing operational noise levels on the site. Noise impacts would, therefore, be less severe than those anticipated under the proposed project. ReducedlRevised Project Alternative (Hotel and Commercial Development on Block 105 only) Aesthetics Under the Reduced/Revised Project Alternative, redevelopment of Block 105 would increase the visual quality of the project site by eliminating vacant lots and deteriorating surface parking lots and would eliminate the impact of vehicular headlights upon the residences on the east side of Sixth Street. The lack of sufficient setbacks would exist as in the proposed project plans and the narrowing of the Fifth Street right-of-way would occur; however, Special Permits would be requested for this alternative. However, the introduction of a parking structure to Block 104 could result in the introduction of an incompatible visual element into the project vicinity. Nonetheless, aesthetic impacts would generally be less severe than the proposed project. Air Quality. Under the Reduced/Revised Alternative, the current site would be developed to the same site coverage but not the same intensity of commercial development as the proposed project. Air Quality impacts associates with demolition/site preparation activities would be the same as under the proposed project; however, fewer operational trips by consumers and/or delivery trucks would occur, and air quality impacts would be less severe than those anticipated under the proposed project. Noise Because the ultimate development potential would be reduced under this alternative, operational vehicle trips would be reduced, and roadway noise impacts would be less intense than those described for the proposed project. A level of development similar to the proposed project would occur, resulting in short-term exposure of persons to the same level and duration of demolition, sire preparation, and construction noise. Similar • to the proposed project, construction -related impacts would remain significant, despite implementation of mitigation measures described for the proposed project, as limiting the amount of constructiori equipment at the project site is not considered feasible. However, on -site noise impacts related to the reduced commercial development of this alternative would be less than that of the proposed 16 City of Huntington Beach 'T 1l•l\iIIN E YET NO. � `�'/ o Findings of Fact and Statement of Overriding Considerations t .- project, with fewer visitors arriving and departing from the project site than with the commercial intensity of the proposed project. Overall, noise impacts would be less intense under this alternative than under the proposed project. Alternative Mix of Uses (Development of proposed in components on both blocks, substituting residential units for hotel rooms) Aesthetics As with the proposed project this alternative would have a beneficial impact upon the current t aesthetic qualities of unattractive, underutilized vacant uses and parking lots that currently characterize Blocks 104 and 105, by replacing existing, deteriorating urban uses with a mix of commercial and residential uses. Although the property would generally restrict public coastal views through the project site, this impact would be mitigated by the provision of upper level setbacks, pursuant to the Downtown Specific Plan, which would reduce the feeling of increased intensity. The provision of these setbacks would also serve as a visual buffer for, and would provide visual consistency with, surrounding, smaller -scale residential and commercial uses. As with the proposed project, this alternative would infringe upon public views of the coast from the Fifth Street right-of-way, but would do so according to the allowed limits specified in the Downtown Specific Plan.: Increased nighttime lighting levels would still occur,. as would impacts of vehicular headlights upon neighboring residences on Sixth Street. Overall, the aesthetic impacts of this alternative are slightly less severe than those of the proposed project. Air Quality Under this alternative, the current site would be developed to a lower overall intensity than the proposed project. Restaurant, retail and office development intensity is identical to the proposed project, and the same number of vehicle trips by consumers and/or deliveries would be expected to occur. Construction activities would also be similar in scope, and air quality impacts associated with demolition, site preparation, construction, and construction worker and truck trips would not be substantially reduced from those expected from the proposed project. However, residential development, assuming primarily low-rise apartments, generates 6.59 daily trips per unit versus hotel development, which generates 8.23 daily trips per unit, and 89 dwelling units would generate a total of 587 daily trips, versus 1,251 daily trips anticipated from a 152-room hotel development. This residential generation of approximately half the vehicle trips of the hotel results in lower -intensity operational air quality impacts under this alternative than under the proposed project. Therefore, this alternative would result in less severe impacts to air quality than the proposed project. The Strand at Downtown Huntington Beach Final EIR 17 Res. 3 V 6 Findings of Fact and Statement of Overriding Considerations Noise Construction activities, which would result in short-term exposure of persons to construction noise, would still occur under this alternative, and would be substantially similar to the impact. anticipated under the proposed project. As with the proposed project, such impacts would be significant and unavoidable despite implementation of mitigation measures described for the proposed project, as limiting the amount of construction equipment at the project site is not considered feasible. As described above, under Air Quality, less project -generated traffic would be anticipated under this alternative than under the proposed project, and operational traffic noise impacts would be reduced from those anticipated from the proposed project. However, multi -family residential uses are considered to be higher noise generators than hotel uses, and on -site noise levels under this alternative would be. greater than those anticipated under the proposed project. Overall, noise impacts under this alternative would be less severe than those under the proposed project. 9. Statement Of Overriding Considerations When a project results in significant unavoidable adverse effects, CEQA requires the decision making body of the Lead Agency. to balance the benefits of the project. against its unavoidable adverse effects in determining whether to approve the.project.. If the benefits of the project. outweigh the unavoidable adverse environmental effects, the adverse effects may be considered "acceptable." CEQA requires the Lead Agency to state in writing the specific responses to support its actions based on the Final EIR and/or information in the record. This written statement is known as the Statement of Overriding Considerations. Project Specific Significant and Unavoidable Impact The Proposed Project would have the following significant unavoidable impacts: Aesthetics ■ Impact 3.1-4: Implementation of the proposed project could introduce new sources of light and glare into the project vicinity. • Cumulative Impact Air uali 13 Impact 3.2-2: The project would generate daily operational emissions of VOC and NOx that could exceed established thresholds. Noise © Cumulative Impact 18 City of Huntington Beach I� n � i � EN NO. 7o-tS Findings of Fact and Statement of Overriding Considerations Public Services and Utilities ■ Cumulative Impact The City of Huntington Beach.has adopted all feasible Mitigation Measures with respect to the unavoidable significant impacts identified above. Although these Mitigation Measures may lessen the impacts, they would not reduce the potential impact to a level of insignificance. As a result, to approve the Project, the City of Huntington Beach must adopt a Statement of Overriding Considerations pursuant to CEQA Guidelines Sections 15043 and 15093. The Statement of Overriding Considerations allows a Lead Agency to cite a project's general economic, social, or other benefits as a justification for choosing to allow the occurrence of specified significant environmental effects that have not been mitigated to a less -then - significant level. The statement explains why, in the agency's judgement, the benefits of the proposed project outweigh its unavoidable significant effect. 10. Independent Review and Analysis Under CEQA, the Lead Agency must (1) independently review and analyze the .EIR, (2) circulate draft documents that reflect .its independent judgment, and (3). as part of the certification. of an EIR,-find. that the report or declaration reflects the independent judgment of the Lead Agency. The City of Huntington Beach independently reviewed and analyzed the Final EIR and determined that the Final EIR reflects its independent judgment. Moreover, upon completing this review and making this determination, the City of Huntington Beach circulated the Final EIR, as described above. With the adoption of these findings, the City of Huntington Beach concludes that the Final EIR reflects its independent judgment. The Strand at Downtown Huntington Beach Final EIR 19 Re S. 3-V U Findings of Fact and Statement of Overriding Considerations u 1, � � � 4 9 '•, t.i �`s � h ,; � 130430163119121 � To the extent that the significant effects of the project are not avoided or substantially lessened to a less than significant level, the City of Huntington Beach, having reviewed and considered the information contained in the Final Environmental Impact Report for the project (which includes the Final EIR and Responses to Comments), and having reviewed and considered the information contained in the public record, and having balanced the benefits of the project against the unavoidable effects which remain, finds such unmitigated effects to be acceptable in consideration of the following overriding considerations discussion (in accordance with CEQA Guidelines Section 15093). The Planning Commission finds that all feasible mitigation measures have been imposed to lessen project impacts to the greatest extent possible, and furthermore, that alternatives do not meet the complete objectives of the project, or do not provide the overall benefits of the project. The benefits of the proposed project include, but are not limited to, the following. Project implementation will: Develop a commercial project that responds to market demand and is financially viable. Provide adequate infrastructure to support the proposed commercial project. Promote the development of a commercial product that conveys a high quality visual image and character. Add a hotel to the Downtown core area and increase the attractiveness of Downtown to the City's tourists and visitors, as well as lodging services for visiting family and friends of residents. Improve the perception of the Downtown and beach area as a destination for local residents as well as people outside the area. Enhance the Downtown as a destination for quality retailers and restaurants. Contribute to efforts to create an 18-hour Downtown, with visitors and residents remaining Downtown in the evening for shopping, dining, and entertainment. 20 City of Huntington Beach Findings of Fact and Statement of Overriding Considerations Provide for the highest and best use of previously under-utilized and currently unattractive properties. �.i Implement many of the _goals, policies and development standards of the City's Redevelopment . Plan and Downtown Specific PIan. i The Strand at Downtown Huntington Beach Final EIR 21 A i"A�'`' N0. •2f lies. 3�d ges 3Y6 MITIGATION MONITORING AND REPORTING PROGRAM Purpose As identified by Section 15097(a) of the CEQA Guidelines, the purpose of the Northam Ranch House Project Mitigation Monitoring and Reporting Program (NIIvW) is to ensure implementation of the mitigation measures and/or project revisions identified in the Environmental Impact Report (EIR) to avoid, minimize, or compensate for potentially significant, adverse, environmental impacts resulting from the proposed project. The implementation of this MMRP shall be accomplished by Lead Agency staff (City of Huntington Beach), the project developer's consultants and representatives, and the property owner. The program shall apply to the following phases of the project: ■ Plan andspecification preparation ■ Pre -construction activities ■ Construction of the site improvements - ■ Post -construction- activities. Monitoring ensures that project compliance is verified on a regular basis during. and, .'if necessary, subsequent to project implementation. Reporting ensures that the approving agency is informed of compliance with the mitigation measures. Responsibilities and Duties The Applicant shall designate a representative to coordinate on -site compliance efforts, and to serve as the primary point of contact with the City Planning Department. The representative shall be responsible for ensuring compliance with the provisions of this MMRP, and shall have authority over the monitors/specialists retained by the developer and/or contractor, as well as construction personnel for actions that relate to the items listed in this program. Any problems or concerns shall be addressed by the Applicant's representative and the City Planning Department. The Applicant shall prepare a construction schedule for review and approval by the City Planning Department, and shall provide the Department with at least 48 hours' notice of any major revisions to or deviations from the schedule. The Applicant's representative shall also ensure that an information packet —which shall include a copy of the MMRP, the construction schedule, a monitoring log/sign-in sheet, and the The Strand at Downtown Huntington Beach I I Mitigation Monitoring and Reporting Program plot plan delineating all sensitive areas to be avoided —is present on -site during alldemolition, grading, and construction activities. All on -site personnel shall be informed of the packet's presence and contents, . as well as the duties and responsibilities of. each participant, communication procedures, monitoring criteria, and.compliance criteria. Once construction commences, field meetings between the Applicant's representative, project consultants, and contractors shall be held on an as -needed basis in order to address unanticipated circumstances, assess potential effects, and resolve conflicts. Implementation Procedures Three types of activities will require monitoring: (1) review of the Conditions of Approval and Construction Plans and Specifications; (2) demolition, grading, and construction activities; and (3) ongoing monitoring activities during operation of the project. Monitoring Procedures The Applicant's representative, required consultants, and appropriate City staff (identified in the MMRP Matrix) shall monitor all field activities. The authority and responsibilities of the Applicant and City are described above: Reporting Procedures A schedule and two types of reports shall be prepared, as described below: 1. Schedule The contractor shall prepare a construction schedule to be submitted to the City prior to or at the pre -construction briefing. This schedule shall be updated, as necessary, and submitted to all involved parties, including the Lead Agency. 2. Bi-weekly Progress Reports The Applicant shall be responsible for preparing and submitting bi-weekly written progress reports during grading, excavation, and construction activities to the City Planning Department. These progress reports shall document field activities, compliance with project mitigation measures (such as dust control and sound reduction), and the monitors and monitoring activities during the preceding two -week period. 3. Final Report A final report shall be submitted to the City Planning Department when all monitoring (other than long-term operational) has been completed and shall include the following: 2 City of Huntington Beach A TACH ENT NO. �- Res . 3Ya Mitigation Monitoring and Reporting Program a. A summary of all monitoring activities; b. The date(s) that monitoring occurred; c. An identification of any violations and the manner in which they were resolved d. Any required technical reports, such as noise measurements; and e. A list of all project mitigation monitors. MMRP Matrix The following MMRP Matrix describes each Initial Study and EIR mitigation measure, the entity i responsible for ensuring compliance with each mitigation measure, the entity responsible for 4 the actual monitoring or reporting activity, the action taken by the monitor to ensure compliance with the mitigation measure, the timing and frequency of monitoring or reporting activity,and the department of the Lead Agency that is responsible for verifying ultimate compliance with the mitigation measure. The MMRP. Matrix is intended for use. by all parties involved in monitoring .the. project mitigation measures, as well as project contractors and others working in the field. The Matrix should be used as a compliance checklist to aid in compliance verification and monitoring requirements. A copy of the MMRP matrix shall be kept on -site and in the project file to verify compliance with all mitigation measures. The Strand at Downtown Huntington Beach ATTACHMENT NO.:!L1- Mitigation Mo niloring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timingl _ Mitigation Measure Responsible Entity Monitor Action by Monitor Frequency Compliance Check Verification Aesthetics/Visual Quality Mitigation Measure 3.1-1: The Applicant City City Planning Plan review At plan check City Planning shall use minimum light levels required for Redevelopment Department Department safety, and exterior lights shall be directed Agency/Developer downwards and away from surrounding uses, onto the project site. Mitigation Measure 3.1-2: To the extent City City Planning Plan review At plan check City Planning feasible, the Applicant shall use non- Redevelopment Department Department reflective facade treatments, such as matte Agency/Developer paint or glass coatings. Air Quality, ■ Mitigation Measure 3.2-1: The project City City Planning Site inspection Periodically during City Planning developer(s) shall develop and Redevelopment Department, construction Department implement a construction management Agency/Developer Development plan, as approved by the City of Services Director Huntington Beach, which includes the . , following measures recommended by the SCAQMD, or equivalently effective . measures approved by the City of Huntington Beach: ■ Configure construction parking to minimize traffic interference ■ Provide temporary traffic controls during all phases of construction activities to maintain traffic flow (e.g., flag person) ■ Schedule .construction activities that affect traffic flow on the arterial system to off-peak hours to the degree . practicable ■ Consolidate truck deliveries when possible ■ Maintain equipment and vehicle engines in good condition and in proper tune as per manufacturers' Fri to and per SCAQMD rules, to minimize exhaust emissions Z■ Use methanol- or natural gas -powered mobile equipment and pile drivers . instead of diesel to the extent available. 0 and at competitive prices 4 The Strand at Downtown Huntington Beach Mitigation Monitoring and Reporting Program TABLE I MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timing/ Mitigation Measure Responsible Entity Monitor Action by Monitor Frequency ComplianceClieck Verification ■ Use propane- or butane -powered on - site mobile equipment instead of gasoline to the extent available and at competitive prices Mitigation Measure 3.2-2: The project City City Planning Plan Check, and During City Planning developer(s) shall implement all rules and Redevelopment Department/City verification of construction Department regulations by the Governing Board of the. Agency/Developer Engineer implementation activities SCAQMD that are applicable to the development of the Project (such as Rule 402—Nuisance and Rule 403—Fugitive Dust) and that are in effect at the time of development. The following measures arc currently recommended to implement Rule 403—Fugitive Dust. 'These measures have been quantified by the SCAQMD as being able to reduce dust generation between 30 and 85 percent depending on the source of the dust generation: ■ Water trucks will be utilized on the site and shall be available to be used throughout the day during site grading and excavation to keep the soil damp enough to prevent dust being raised by the operations ■ Wet down the areas that are to be graded or that are being graded and/or excavated, in the late morning and after work is completed for the day ■ All unpaved parking or staging areas, or unpaved road surfaces shall be watered three times daily or have chemical soil stabilizers applied according to manufacturers' specifications ■ Enclose, cover, water twice daily, or apply approved soil binders to exposed piles (i.e., gravel, sand, and dirt) according to manufacturers' specifications Z ■ The construction disturbance area shall -^-� be kept as small as possible ■ All trucks hauling dirt, sand, soil, or other loose materials shall be covered or 5 The Strand at Downtown Huntington Beach W C7 Mitigation Motritoritrg and Reporting Program 9 TABLE x MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Thningl =tionMeasurr ResponsfGleErrdhf Monitor Action tryMonitor Frequency Compliance Check Verification have water applied to the exposed surface prior to leaving the site to prevent dust from impacting the surrounding areas . Wheel washers shall be installed where vehicles enter and exit unpaved roads onto paved roads and used to wash off trucks and any equipment leaving the. site each trip ■ Streets adjacent to the project site shall be swept at the end of the day if visible soil material is carried over to adjacent roads ■ Wind barriers shall be installed along the perimeter of the site ■ All excavating and grading operations shall be suspended when wind speeds (as instantaneous gusts) exceed 25 miles per hour over a 30-minute period ■ A traffic speed limit of 15 miles per hour shall be posted and enforced for the unpaved construction roads (if any) on the project site ■ Remediation operations, if required, shall be performed in stages. concentrating in single areas at a time to minimize the impact of fugitive dust on the surrounding area. Mitigation Measure 3.2-3: Solar or low-. City City Planning Design review, and At plan check City Planning emission water heaters shall be installed in Redevelopment Department verification of Department all new buildings within the project site to Agency/Developer implementation reduce energy demand and associated emissions. Mitigation Measure 3.2.4: Built-in energy- City City Planning Design review, and At plan check City Planning efficient appliances shall be provided in all Redevelopment Department verification of Department new buildings within the project site to Agency/Developer implementation reduce energy demand and associated emissions. Mitigation Measure 3.2-5: Air City City Planning Design review, and At plan check City Planning conditioners installed in all new buildings Redevelopment Department verification of Department within the project site shall be energy- Agency/Developer implementation efficient and shall have automated controls 6 City of Huntington Beach Mitigation Monitoring and Reporting Program TABLE I MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timing/ MitreationMeastem Responsible Entity Monitor Action by Monitor Frequency Compliance Clwck Verification to reduce energy demand and associated emissions. Mitigation Measure 3.2-6: Double -glass- City City Planning Design review, and At plan check City Planning paned windows shall be installed in new Redevelopment Department verification of Department buildings within the redevelopment area to Agency/Developer implementation reduce energy demand and associated emissions. Mitigation Measure 3.2-7: Lighting City City Planning Design review, and At plan check City Planning installed in new buildings within the, Redevelopment Department verification of Department project site shall be energy -efficient, and Agency/Developer implementation shall have automated controls to reduce energy demand and associated emissions. Mitigation Measure 3.2-9: The new City City Planning Design Review, and At plan check City Planning buildings within the project site shall Redevelopment Department verification of Department exceed Title 24 wall and attic insulation Agency/Developer implementation requirements by' at Ieast 5 percent to reduce energy demand and associated. emissions. Mitigation Measure 3.2-9: The new City City Planning Design Review, and At plan check City Planning buildings within the project site shall use Redevelopment Department verification of Department light-colored roof materials to reflect heat Agency/Developer implementation and reduce energy demand and associated emissions. Cultural Resources Mitigation Measure 3.3-1: Monitor during City City Planning Visual Prior to City Planning grading and excavation for archaeological Redevelopment Department/ inspection/Inform construction, and Department and paleontological resources: Agency/Developer archeological and construction during grading and m The Applicant shall arrange for a paleontological personnel excavation activities v qualified professional archaeological consultant and paleontological monitor to be present during demolition, grading, trenching, and other excavation on the --� project site. Additionally, prior to project construction, construction personnel will be informed of the potential for encountering significant archaeological and paleontological resources, and instructed in the 7 The Strand at Downtown Huntington Beach V\ Mitigation Monitoring awl Reportitrq Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Tbidngl MftiQationMeasum Responsiblerxtity Monitor Action!n/Monitor Frequencil Compliance Check Verification identification of fossils and other potential resources. All construction personnel will be informed of the need to stop work on the project site until a qualified paleontologist has been provided the opportunity to assess the significance of the find and implement appropriate measures to protect or scientifically remove the find. Construction personnel will also be informed of the requirement that unauthorized collection of cultural resources is prohibited. ■ If archaeological or paleontological resources are discovered during earth . moving activities, all construction activities on the project site shall cease until the archaeologist/paleontologist evaluates the significance of the resource: in the absence of a determination, all archaeological and paleontological resources shall be considered significant. If the resource is determined to be significant, the archaeologist or paleontologist, as appropriate, shall prepare a research design for recovery of the resources,n consultation with the State Office of Historic Preservation. The archaeologist or paleontologist shall complete a report of the excavations. and findings, and shall submit, the report for peer review by three County - certified archaeologists or paleontologists, as appropriate. Upon approval of the report, the Applicant shall submit the report to the South Central Coastal Information Center at California State University, Fullerton, the California Coastal Commission, and the City of Huntington Beach. ■ In the event of the discovery on the project site of a burial, human bone, or susnected human hone. all exravatinn �- 8 City of Huntington Beach Mitigation Monitoring and Reporting Program z 0 _Z TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timing/ Mitigation Measure Responsible Entity Monitor Action by Monitor Frequency Compliance Check Verification or grading in the vicinity of the find will halt -immediately and the area of the find will be protected. If a qualified archaeologist is present, he/she will determine whether the bone is human. If the archaeologist determines that the bone is human; or in the absence of an archaeologist, the Applicant immediately will notify the City Planning Department and the Orange County Coroner of the .find and comply with the provisions of P.R.C. § 5097 with respect to Native American involvement, burial treatment, and reburial. Mitigation Monitoring 3.3-2 Building C City City Planning of the proposed project shill incorporate Redevelopment Department/City ground -level and second -story design Agency/Developer Design Review features of the Ocean View Promenade Board Structure and, to the extent feasible, of the building containing EI Don Liquors. These features shall include, but not be limited to, windows, textures, and roofing and lighting materials. Prior to issuance of a grading permit, the revised project design concept shall be reviewed by the City Design Review Board for architectural and scale compatibility with the El Don Liquors structure. Mitigation Measure 3.3-3: Prior to • City City Planning 'Plan check Prior to recordation City Planning submittal for building permits, the Redevelopment Department of the final map Department Applicant shall incorporate a 20-foot Agency/Developer setback from the property line between the Helme-Worthy project property and Building F/G of the proposed project. The plan shall also include, where Building F/G adjoins the Helme-Worthy buildings along the southern property line, a 10-15- foot average upper -level setback for the third and fourth floors to create a distinct separation between the new and older buildings. 9 The Strand at Downtown Huntington Beach 7) ro tr w a Mitigation Monitoring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timing/ Mitigation Measure ResponsibleFw�! Monitor ActfonkyMonitor Fmgnennl Compliance Check VeriJirntion Geology and Hydrology Mitigation Measure 3.A-1: The grading City City Planning Review of grading Prior to City Planning plan prepared for the proposed project Redevelopment Department, City plan construction/at Department shall contain the recommendations Agency/Developer Engineer plan check included in the Preliminary Geotechnical Investigation for Blocks 104/105, City of Huntington Beach Redevelopment, Westerly of Pacific Coast Highway and Main Street, City of Huntington Beach, California prepared by Leighton and Associates, dated May 22, 2000. These recommendations shall be implemented in the design of the project and include measures associated with site preparation, fill placement and compaction, seismic design features, excavation stability and shoring requirements, lateral earth pressure, foundation design, concrete slabs and pavements, cement type and corrosion measures, surface drainage, trench backfill, plan review, and geotechnical observation. and testing of earthwork operations. Mitigation Measure 3.4-2: Prior to City Geotechnical Review of final Prior to issuance of City Planning issuance of a grading permit, the final Redevelopment consultant/Public grading and a grading permit Department grading and foundation plans shall be Agency/Developer Works Department foundation plans reviewed by the project geotechnical consultant and the City of Huntington Beach Public Works Department to verify that the preliminary recommendations provided in this report are -applicable. Mitigation Measure 3.4-3: The proposed City City Public Works Review of final Prior to issuance of City Planning project shall include flatwork design and Redevelopment Department grading and a grading permit Department structural BMPs to isolate contamination Agency/Developer foundation plans from the disposal bins and direct any runoff from the disposal area into a sanitary drain with a trash separator, an oil and grease separator, and/or other filtration system as required to meet water quality standards. Land Use No mitigation required City of Huntington Beach --E; M. IL Mitigation Monitoring and Reporting Program TABLE I MITIGATION MONITORING AND REPORTING PROGRAM MATRIX - Timing/ Mitilzation Measure Responsible Entity Monitor Action in/Monitor Frequency ComplianceC7uck Verification Noise Mitigation Measure 3.6-1: The project. City City Planning Site Inspections Periodically during City Planning contractors) shall implement, but not be Redevelopment Department construction Department limited to, the following best management. Agency/Developer activities practices: • Outdoor construction work on the project shall be limited to the hours of 7:00 A.M. to 8:00 P.M. on weekdays and Saturdays. No construction activities shall occur on Sundays or federal holidays • All construction equipment with a high noise generating potential, including all equipment powered by internal combustion engines, shall be muffled or controlled ■ All stationary noise generating equipment, such as compressors, shall be located as far as possible .from existing houses ■ Machinery, including motors, shall be turned off when not in use ■ Mobile equipment shall not be allowed to run idle near existing residences ■ Neighbors within 200 feet of major construction areas shall be notified of the construction schedule in writing prior to construction; the project sponsor shall designate a "disturbance coordinator" who shall be responsible for responding to any local complaints regarding construction noise, the coordinator (who may be an employee of the developer or general contractor) shall determine the cause of the complaint and shall require that reasonable measures warranted to correct the problem be implemented; and a telephone number.for the noise disturbance'toordinator shall be posted conspicuously at the construction site fence and included on the notification The Strand at Downtown Huntington Beach Mitigation Monitoring and Reporting Program �A i 9 M Z 0 TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX MitigationMeas»nr Responsible£ntity Monitor ActionljMonitor Frequeno/ Compliance Cfe Vcrifrcation sent to neighbors adjacent to the site. Population and Housing No mitigation required Public Services and Utilities Mitigation Measure 3.8-1: Prior to City City Planning Site inspection Prior to issuance of City Planning issuance of a building permit, the Redevelopment Department a building permit Department Applicant shall demonstrate that. the Agency/Developer project includes adequate access for emergency vehicles, automatic fire sprinkler systems, automatic fire alarms, properly sized elevators, and 24-hour security shall be provided. Mitigation Measure 3.8-2: Prior, to City City Planning Review and Prior to issuance of City Planning issuance of a building permit, the. Redevelopment Department/ incorporate a building permit Department Applicant shall consult the Huntington Agency/Developer Huntington Beach adequate crime Beach Police Department regarding the Police Department prevention provision of adequate Crime Prevention measures into plan Design measures, and shall incorporate the Department's recommendations into the plan_ Mitigation Measure 3.8-3: Prior to City City Planning Plan check/visual Prior to issuance of City Planning issuance of a building permit, the Redevelopment Department/ inspection a building permit Department Applicant shall demonstrate that the Agency/Developer Maintenance project includes adequate access for Services disposal collection vehicles including 55 Department feet to pickup and drop off containers on a straight shot and a minimum turning diameter of 86 feet. 0 /2 City of Huntington Beach Mitigation Monitoring and Reportitrg Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timing/ Mitigation Measure Responsible Entity Monitor Actionln/Monitor Frequency/ Compfiance Clieck Verification Mitigation Measure 3.8.4: Prior to City Environmental Plan check Prior to issuance of City Planning issuance of building permits for the first Redevelopment Services Division/ building permits Department project component, the Applicant • shall Agency/Developer Public Works submit a Solid Waste Management Plan to Department the City Environmental Services Division, Public Works Department, and recycling coordinator. This plan shall discuss how the project will implement source reduction and recycling methods. in compliance with existing City programs. Additionally, this plan shall include how the project will address the construction and demolition -generated waste from the site. These methods shall include, but shall not be limited to the following: ■ Emphasize deconstruction and diversion planning rather, than demolition ■ Provision of recycling bins for 'glass, aluminum, and plastic for visitors and employees of the proposed project ■ Provision of recycling bins for glass, aluminum, plastic, wood, steel, and concrete for construction workers during construction phases ■ Bins for cardboard recycling during construction ■ Scrap wood recycling during construction ■ Green waste recycling of landscape materials Transportation and Circulation MM 3.9-1 Prior to issuance of an City City Public Works Review and Prior to issuance of City Planning occupancy permit, the applicant shall Redevelopment Department approve second an occupancy Department, City ..t.. restripe the eastbound approach to provide Agency/Developer eastbound lane permit Public Works -�' a second eastbound turn lane at the Brookhurst Street/Pacific Coast Highway Department intersection, subject to review and approval by the City Public Works —� Department. M w W 13 The Strand at Downtown Huntington Beach d W Mitigation Monitoring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Tiering/ =tionMeasrnr ResponsibleEntithy Monitor Actionfn/Monitor Frequency Complimice Check Verification Mitigation Measure 3.9-2: Prior to City City Planning Verification of the Prior to issuance of City Planning issuance of a building permit, the applicant. Redevelopment Department/City. . provision of a building permit Department, City shall demonstrate the provision of two Agency/Developer Public Works inbound and Public Works inbound lanes and one outbound lane for Department outbound lanes Department the proposed subterranean parking structure. Mitigation Measure 3.9-3: Delivery City City Planning vehicles shall be restricted to vehicles the Redevelopment Department size of or smaller than a medium or small Agency/Developer semi -trailer with a length of 50 feet. Mitigation Measure 3.9-4: Prior to City City Planning Review parking Prior to issuance to City Planning issuance of a building permit, the applicant Redevelopment Department management plan a building permit Department shall submit a parking management plan, Agency/Developer consistent with the Downtown Parking Master Plan, for review and approval by the City Planning Department. Mitigation Measure 3.9-5: During City City Planning Periodic site Ongoing inspection City Planning ongoing operations of the project, . the Redevelopment Department inspection during Department applicant shall provide valet and/or Agency/Developer special events/peak remote parking for special events and seasons activities, and during peak summer season. Mitigation Measure 3.9-6: Prior to City City Planning Site inspection Prior to issuance of City Planning issuance of occupancy permits, the Redevelopment Department occupancy permits Department applicant shall develop an on -site signage Agency/Developer program to clearly identify parking opportunities, to direct vehicles to the subterranean parking structure, and to guide patrons to pedestrian access points and elevators within the project. Mitigation Measures Incorporated by Reference from the.ITuntington Beach Redevelopment Project EIR 96-2 C-� Population and. Housing rn Mitigation Measure 4.2-A: The Agency City City Planning Verification of Prior to project City Planning shall relocate any persons or families of Redevelopment Department provision and approval/at plan Department low and moderate income displaced by a Agency implementation of a check redevelopment project. The Agency shall relocation plan ,q adopt and implement a relocation plan pursuant to Sections 33410 through 33411.1 , of the California Health and Safety Code. 14. City of Huntington Beach Mitigation Monitoring and Reporting Program TABLE I MITIGATION MONITORING AND REPORTING PROGRAM MATRIX • Timing/ MiktionMeastne Responsible Entity Monitor Action by Monitor Frerprency ComplianceClwck Venn cation The relocation plan ensures that no families or single persons of low -and' moderate income are displaced by a redevelopment project until there is a suitable housing unit available and ready for occupancy. Such housing units shall be available at rents comparable to those at the time of displacement. Further, housing units for relocation are to be suitable for the needs of the displace household, and must be decent, safe, sanitary, and otherwise standard dwelling. It is the Agency's objective that residents be relocated with the minimum of hardship. Air Quality Mitigation Measure 4.5-D: In larger areas City City Planning Site Inspection Prior to and City Planning of both surface and subsurface Redevelopment Department/City during Department and contamination, a site assessment will be Agency/Developer Engineer and construction DOGGR (California conducted before any construction takes DOGGR (California Department of Oil, place at that locale. At locations where Department of Oil, . Gas, and Geothermal spillage of fluids from the petroleum Gas, and Resources) extraction process has occurred, the soils Geothermal will be remediated using approprinte Resources) techniques. Removal of petroleum contamination will also alleviate the generation of hydrogen sulfide and its attendant odor. These activities would fall under the direction of both local and State agencies, which would "sign off' on the remediation effort upon completion. If unforeseen areas ' of subsurface contamination are encountered during excavation activities, these activities would be curtailed in this area until the area could be evaluated and remediated as appropriate. Cultural and Scientific Resources Mitigation Measure 4.12-A:. Prior to City the commencement of new construction Redevelopment that would displace or require Agency/Developer demolition of potentially significant resources, a complete assessment shall 15 C/N The Strand at Downtown Huntington Beach Ui "r O Mitigation Monitoring and Reporting Program z 0 TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timing/ Mitigation Measure Responsible Entity Monitor Action by Monitor Frequency Compliance Check Verifeation be prepared for any of the potentially historic buildings identified in the present report within the Merged Project Area. At a minimum, this assessment shall include the following documentation: ■ A full description of each building architectural style, roof design, window design, type of foundation, exterior wall treatments, special architectural features, etc. . Black and white photographs showing one or more facades of each building ■ A determination of construction date from existing records such as building, permit record books on file . in the Planning Department at the City. In the event that records cannot be located for some of the buildings, interviews should be conducted with members of the local historical society or other individuals who may have relevant data to share. ■ A competent architectural historian should be consulted prior to the. demolition of any of the potentially historic buildings identified in the present study. Additional measures may be implemented as a result, if necessary to prevent an adverse impact. . Mitigation Measure 4.12-B: Should any. City cultural artifacts, archaeological resources Redevelopment or paleontological resources be uncovered Agency/Developer during grading or excavation, a County of Orange certified archaeologist or paleontologist shall be contacted by the Community Development Director to :.1) ascertain the significance of the resource, 2) establish protocol with the City to protect such resources, 3) ascertain the presence of additional resources, and 4) provide additional monitoring of the site, if deemed appropriate. 16 City of Huntington Beach Res. No. 340 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF HUNTINGTON..BEACH ) I, CONNIE BROCKWAY, Clerk of the Redevelopment Agency of the City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a regular meeting of said Redevelopment Agency held on the 215t day of October, 2002 and that it was so adopted by the following vote: AYES: NOES: ABSENT: ABSTAIN: Green, Dettloff, Winchell, Bauer, Boardman, Cook None Houchen None The forepokV lost med Is a coreect tv r y of ft origkW on fNe In thin office. Attest (X 30 20�. city le -off o �y Council of the Clty of Hunt n Beach, CalNemia. By ._ ]�L��r Deputy Clerk of the Redevelopmen Agency of the City of Huntington Beach, CA RESOLUTION NO. 2002-107 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA, APPROVING AND MAKING CERTAIN FINDINGS PURSUANT TO HEALTH AND SAFETY CODE SECTION 33433 FOR A THIRD IMPLEMENTATION AGREEMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND CIM/HUNTINGTON, LLC WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Agency") is engaged in activities necessary to execute and implement the redevelopment plan ("Redevelopment Plan") for the Merged Redevelopment Project Areas of Huntington Beach (collectively the "Merged Project Area"); and The Agency proposes to enter into a Third Implementation Agreement ("Implementation Agreement") with CIM/Huntington, LLC ("Developer") which supplements, modifies or incorporates by reference the terms of that certain Disposition and Development Agreement by and between Agency and Developer, dated as of June 17, 1999 (the "DDA"), as previously supplemented by that certain First Implementation Agreement dated as of April 6, 2000 and that certain Second Implementation Agreement dated as of March 5, 2001 (the DDA as amended, and the First, Second and Third Implementation Agreements shall be collectively referred to herein as the '"Agreement ,); and Pursuant to the Agreement, the Agency proposes to transfer to Developer that certain real property within the boundaries of the Merged Project Area set forth with particularity in the Agreement (the "Property"); and Pursuant to the California Community Redevelopment Law (California Health and Safety Code, Section 33000 et seq.) the Agency and the City Council held a joint public hearing on the Agreement, having duly published notice of such public hearing and having made copies of the proposed Agreement and other reports and documents (including the summary referred to in Section 33433) available for public inspection and copying; and The City Council has duly considered all terms and conditions of the proposed transaction, and believes that it is in the best interests of the Merged Project Area and the City and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law and requirements; NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Huntington Beach, California, as follows: Section 1. All recitals set forth in this resolution are true and correct. GARELM2002 RESOLUTIOMCOUNCIL 33433 RESOL.DOC Res. No. 2002-107 Section 2. The consideration to be received by the Agency for the transfer of the Property is not less than the fair reuse value and fair market price of the Property determined at the use and with the conditions, covenants, and development costs required by the Agreement. Section 3. The transfer of the Property to the Developer pursuant to the Agreement will assist in the elimination of blight in the Merged Project Area. Section 4. The City Council hereby finds and determines that the transfer of the Property pursuant to the Agreement is consistent with the implementation plan adopted pursuant to Section 33490 of the Health and Safety Code. Section 5. The City Council hereby consents to the Agency's use of its authority under Health and Safety Code Section 33421 in carrying out the provisions of the Agreement and finds and determines that such use by the Agency of its authority under Section 33421 is necessary to effectuate the purposes of the Redevelopment Plan. Section 6. The proposed Agreement is hereby approved in substantially the form presented at this meeting, with such minor changes as may be approved by the Executive Director of the Agency with the approval as to form by the Agency General Counsel. Section 7. The City Council hereby authorizes the. City Clerk to deliver a copy of this. Resolution to the Executive Director and members of the Agency. A copy of the Agreement when executed by the Agency shall be placed on file in the office of the City Clerk. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 21st day of October , 2002. ATTEST: aa City Clerk REVIEWED AND APPROVED: �� City Adnli<nistrator Mayor APPROVED AS TO FORM: City Attorney. f� /0—/1-62— INITIAT D AND APPROVED: Director of Economic Ifevelopment 2 GAFIELD\2002 RESOLUTIOMCOUNCIL 33433 RESOL.DOC Res. No. 2002-107 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, CONNIE BROCKWAY, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a regular meeting thereof held on the 21 st day of October, 2002 by the following vote: AYES: Green, Dettloff, Winchell, Bauer, Boardman, Cook NOES: None ABSENT: Houchen ABSTAIN: None The forevokg lnstrtmed is a correct wpy of the ortQinal on f1le in this office. Attest � p r3� ZOO'' - Citylork and Ex-oftio Clerk t E :>ouncil of the City of Hurd on Beach. California. By _ Deputy City Clerk and ex-officio CIA of the City Council of the City of Huntington Beach, California RESOLUTION NO. 339 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA, APPROVING AND MAKING CERTAIN FINDINGS PURSUANT TO HEALTH AND 33433 FOR A THIRD IIMPLEMENTATIONSAFETY CODE SECTION AGREEMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND CIM/HUNTINGTON, LLC WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Agency") is engaged in activities necessary to execute and implement the redevelopment plan ("Redevelopment Plan") for the Merged Redevelopment Project Areas of Huntington Beach (collectively, the "Merged Project Area"); and Agency proposes to enter into a Third Implementation Agreement ("Implementation Agreement") with CIM/Huntington, LLC ("Developer") which supplements, modifies or incorporates by reference the terms of that certain Disposition and Development Agreement by and between Agency and Developer, dated as of June 17,1999 (the "DDA"), as previously supplemented by that certain First Implementation Agreement dated as of April 6, 2000 and that certain Second Implementation Agreement dated as of March 5, 2001 (the DDA as amended, and the First, Second and Third Implementation Agreements shall be collectively referred to herein as the "Agreement"); and Pursuant to the Agreement, the Agency proposes to transfer to Developer that certain real property within the boundaries of the Merged Project Area set forth with particularity in the Agreement (the "Property"); and Pursuant to the California Community Redevelopment Law (California Health and Safety Code, Section 33000 et seq.) the Agency and the City Council held a joint public hearing on the Agreement, having duly published notice of such public hearing and having made copies of the proposed Agreement and other reports and documents (including the summary referred to in Section 33433) available for public inspection and copying; and The Agency has duly considered all terms and conditions of the proposed transaction, and believes that it is in the best interests of the Merged Project Area and the City and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law and requirements; NOW, THEREFORE, IT IS RESOLVED by the Redevelopment Agency of the City of Huntington Beach, California, as follows: Section 1. All recitals set forth in this resolution are true and correct. GAFIELD\2002 RESOLUTIOMAGENCY 33433 RESOL.DOC Res. No. 339 Section 2. The consideration to be received by the Agency for the transfer of the Property is not less than the fair reuse value and fair market price of the Property determined at the use and with the conditions, covenants, and development costs required by the Agreement. Section 3. The transfer of the Property to the Developer pursuant to the Agreement will assist in the elimination of blight in the Merged Project Area. Section 4. The Agency hereby finds and determines that the transfer of the Property pursuant to the Agreement is consistent with the implementation plan adopted pursuant to Section 33490 of the Health and Safety Code. Section 5. The Agency hereby finds and determines that the Agency's use of its authority under Health and Safety Code Section 33421 in carrying out the provisions of the Agreement is necessary to effectuate the purposes of the Redevelopment Plan. Section 6. The proposed Agreement is hereby approved in substantially the form presented at this meeting, with such minor changes as may be approved by the Executive Director of the Agency with the approval as to form by the Agency General Counsel. Section 7. The Chairman of the Agency and the Executive Director of the Agency are hereby authorized to execute.the Agreement on behalf of the Agency. A copy of the Agreement when executed by the Agency shall be placed on file in the office of the Agency Clerk. Section 8. The Executive Director of the Agency (or his designee) is hereby authorized, on behalf of the Agency, to sign all documents (including but not limited to grant deeds) necessary and appropriate to carry out and implement the Agreement, and to administer the Agency's obligations, responsibilities and duties to be performed thereunder. PASSED AND ADOPTED by the Redevelopment Agency of the City of Huntington Beach at a regular meeting held on the 21st day of October , 2002. Chairperson ATTEST: (GY�"I��/sfiy ga�elw� Agency Seems' Cie-ri1 REVIEWED AND APPROVED: Agencyleirector APPROVED AS TO FORM: 4ny General Counselo6 REVIEWED AND APPROVED: Director of Economic Development 2 GAFIELD\2002 RESOLUTIOMAGENCY 33433 RESOL.DOC Res. No. 339 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF HUNTINGTON BEACH ) I, CONNIE BROCKWAY, Clerk of the Redevelopment Agency of the City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a regular meeting of said Redevelopment Agency held on the 21st day of October 2002, and that it was so adopted by the following vote: AYES: Green, Dettloff, Winchell, Bauer NOES: Boardman, Cook ABSENT: Houchen (out of room) ABSTAIN: None Clerk of the Redevelopmen Agency of the City of Huntington Beach, CA r RESOLUTION NO. 340 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA (AGENCY), CERTIFYING THAT THE AGENCY HAS REVIEWED AND CONSIDERED FINAL SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT NO. 01702 FOR THE STRAND AT DOWNTOWN HUNTINGTON BEACH PROJECT, MAKING CERTAIN FINDINGS REGARDING THE ENVIRONMENTAL EFFECTS OF THE PROPOSED PROJECT, AND ADOPTING A MITIGATION MONITORING PROGRAM AND A STATEMENT OF OVERRIDING CONSIDERATIONS WHEREAS, CIM Huntington, LLC ("Developer") proposes to develop the Strand at Downtown Huntington Beach project ("Project"); and The City of Huntington Beach ("City') prepared a Subsequent Environmental Impact Report No. 01-02 ("SEIR") for the Project pursuant to, and in full compliance with, the California Environmental Quality Act ("CEQA"), Public Resources Code, §21000, et seq., and all applicable State and local CEQA Guidelines adopted pursuant thereto; and The City duly consulted with the Agency during the preparation of the Draft SEIR and afforded the Agency the opportunity to review and comment on the Draft SEIR prior to the preparation of the Final SEIR; and After subjecting the Draft SEIR to the process of public review and comment in accordance with CEQA and applicable CEQA guidelines, the City prepared and released the Final SEIR for the Project, which incorporates by reference the text of the Draft SEIR, and which includes corrections and revisions made to the text of the Draft SEIR as well as the responses to all comments on the Draft SEIR that were received during the public review period; and Following its public hearing held on September 24, 2002, the City Planning Commission certified the SEIR on October 1, 2002; and The Agency has reviewed and considered the information contained. in the Final SEIR. NOW, THEREFORE, IT IS RESOLVED by the Redevelopment Agency of the City of Huntington Beach, California, as follows: Section 1. The Agency hereby certifies that the Final SEIR prepared for the proposed Project has been prepared in compliance with CEQA, and all applicable State and local guidelines or regulations adopted pursuant thereto. 1 GAFIELD\2002 RESOLUTIOMAGENCY CEQA RESOLUTION.DOC Res. 3 qD Section 2. The Agency further certifies that the information contained in the Final SEIR and other documents in the record with respect to the Strand at Downtown Huntington Beach Project have been reviewed and considered by the Agency Commissioners. Section 3. After separately and independently reviewing and considering the information contained in the Final SEIR and other documents in the record with respect to the Project, the Agency finds that its own determinations and findings of fact are in complete agreement in all material respects with those of the City. For this reason, Agency hereby adopts as its own, and hereby incorporates herein by reference in support of this resolution, the findings made by the City contained in Attachment "A" entitled, "Findings of Fact and Statement of Overriding Considerations." Each and all of the findings and determinations set forth in said Attachment "A" are based upon competent and substantial evidence, both oral and written, contained in the entire record relating to the Project and the Final SEIR, as separately reviewed and considered by the Agency in the exercise of its independent discretion. Therefore, notwithstanding the adoption in full of the text of the City's findings and determinations contained in Attachment "A," such findings and determinations constitute the independent findings and determinations of the Agency in all respects, and all of the language included in Attachment "A" constitutes findings by the Agency, whether or not any particular sentence or clause includes a statement to that effect. Section 4. All summaries.of information and the findings contained in said Attachment "A" are based on the Final SEIR, the Project (and every component thereof) and/or other evidence in the record. The absence of any particular fact from any such summary is not an indication that a particular finding is not based in part on that fact. The summaries of information in Attachment "A" are only summaries. Cross-references to the Final SEIR and other evidence in the record have been made where helpful, and reference should be made directly to the Final SEIR and other evidence in the record for more precise information regarding the facts on which any summary is based. Section 5. The Agency finds that no additional environmental effects other than those identified in Attachment "A" will have a significant effect or result in a substantial or potentially substantial adverse affect on the environment as a result of the construction of the Project. The Agency finds and determines that all significant environmental effects identified in the Final SEIR for the construction and operation of the Project have been reduced to an acceptable level in that: (a) All significant environmental effects that can be feasibly avoided have been eliminated, or substantially lessened, as indicated in the findings contained in Attachment "A" and the Final SEIR; and (b) Based on the Final SEIR and other documents and information on the record with respect to the construction and operation of the Project, all remaining unavoidable significant impacts, described in the findings contained in Attachment "A," are overridden by the benefits of the Project as described in the Statement of Overriding Considerations set forth in page 20 of Attachment "A." 2 GAFIELD\2002 RESOLUTIONWGENCY CEQA RESOLUTION.DOC Res. 340 Section 6. The Final SEIR identifies and discusses significant effects that will occur as a result of the Project. As the Findings contained in Attachment "A" indicate, despite changes in the Project and/or incorporation of mitigation measures designed to reduce significant impacts to below the level of significance, significant environmental impacts.will remain that cannot be reduced to below the level of significance because specific. economic, legal, social, technological or other considerations described therein make infeasible any mitigation measures or alternative development scenarios identified in the Final SEIR. Having adopted all feasible mitigation measures to reduce the effects of the Project and having balanced the benefits of the Project against the Project's potential and unavoidable adverse impacts, the Agency hereby determines that the remaining unavoidable adverse impacts are nevertheless "acceptable," based on specific economic, legal, social, technological, planning and other considerations associated with the Project that serve to override and outweigh the.Project's unavoidable significant effects, as described in the Statement of Overriding Considerations found on page 20 of Attachment "A." Section 15093 (b) of the State CEQA Guidelines provides that when the decision of the public agency allows the occurrence of significant impacts identified in the Final SEIR which are not mitigated to below the level of significance, the Agency must state in writing the reasons to support its action based on the Final SEIR and/or other information in the record. The Agency finds that after independentlyreviewing and considering the Final SEIR and/or other information in the record and arriving at its own conclusions and determinations with. respect to the .significant'. impacts and countervailing benefits of the Project, such conclusions and determinations are accurately reflected in and restated by the Statement of Overriding Considerations set forth on page 20 of Attachment "A." Accordingly, Agency hereby adopts as its own the Statement of Overriding Considerations contained in Attachment "A" in fulfillment of the requirements of said Section 15093(b). Section 7. Mitigation Monitoring Program Section 21081.6 of the Public Resources Code and Section 15091(d) of the State CEQA Guidelines require that when a public agency is making findings required by Section 21081 of the Public Resources Code and Section 15091(a)(1) of the State CEQA Guidelines, the public agency shall adopt a reporting or monitoring program for the mitigation measures which have been made part of the Project. The Agency hereby adopts Attachment "B" as its Mitigation Monitoring Program for the Project and finds that the Project meets the mitigation monitoring program requirement of Section 21081.6 of the Public Resources Code. After independently reviewing the final SEIR and all other evidence on record, the Agency finds that the Mitigation Monitoring Program prepared by the City, incorporated herein as Attachment `B" entitled, "Findings of Fact and Mitigation Monitoring Program," adequately provides for the implementation and monitoring of the Project conditions intended to mitigate potential environmental effects, and hereby adopts as its own such Mitigation Monitoring Program set forth in Attachment `B." 3 GAFIELD\2002 RESOLUTIOMAGENCY CEQA RESOLUTION.DOC Res. No. 340 Section 8. Pursuant to Section 21082.1(c) of the Public Resources_ Code, the Agency finds that the Final SEIR reflects the independent judgment of the Agency as Responsible Agency for the proposed Project. Section 9. Section 21081.6(a)(2) of the Public Resources Code and CEQA Guidelines, Section 15091(e) require that the public agency shall specify the location of the custodian of the documents or other materials that constitute the record upon which its decision is based. Accordingly, the record and custodian of documents is the Secretary of the Redevelopment Agency of the City of Huntington Beach, Civic Center, 2000 Main Street, Huntington Beach, California 92648. PASSED AND ADOPTED by the Redevelopment Agency of the City of Huntington Beach at a regular meeting held on the 21st day of October , 200 . ATTEST: Agency C>erK REVIEWED AND APPROVED: B-h c- Agency Berector Chairperson APPROVED AS TO FORM: Agency General Counsel REVIEWED AND APPROVED: &d "f " W Director of Econom evelopment 4 GAFIELD\2002 RESOLUTIONIAGENCY CEQA RESOLUTION.DOC lies. 3 40 r-g-I r ml A -w- -w- "N" A, AUHMJ�j i�eS. 3 �a 1. Introduction And Background This document provides the Findings of Facts and Statement of Overriding Considerations required for the approval of the Strand at Downtown Huntington Beach (Blocks 104 and 105) project, as defined in the Draft EIR. As required under California Environmental Quality Act (CEQA) regulations, a Notice of Preparation (NOP) to prepare the Strand at Downtown Huntington Beach (Blocks 104 and 105) EIR was distributed on August 16, 2001 to responsible and trustee agencies as well as private organizations and individuals that may have an interest in the project. The purpose of the NOP was to provide notification that the Lead Agency planned to prepare an Environmental Impact Report (EIR) and to solicit guidance on the scope and content of the EIR. The NOP included a brief description of the project and identified those areas where the project could have potentially significant effects, as well as those areas where the project would have no effect. It also identified alternatives that were dismissed from further consideration. The NOP and responses to the NOP are included in Appendix A of the Draft EIR: On July 19, 2002, the City of Huntington Beach issued a Draft EIR for public review for a period of 45 days ending on September 3, 2000. A Notice of Availability was issued which announced the release of the Draft EIR, identified where it was available for review, described the project, and its location, and summarized the significant environmental effects. The notice stated where documents referenced in the EIR are available for review, and stated the period for submittal of comments on the contents of the Draft EIR. The City of Huntington Beach distributed the Draft EIR to interested individuals, agencies, elected officials, special interest groups, and businesses. Copies of the Draft EIR were also made available for public review at the Huntington Beach Central Library. The City received nine (9) letters commenting on the Draft EIR during the public review period. The Draft EIR included a detailed description of the Proposed Project, an analysis of its potential environmental effects, and an analysis of the effects of three alternatives to the project: a No Project/No Development Alternative; Reduced/Revised Project Alternative (Hotel and commercial development on Block 105 only); The Strand at Downtown Huntington Beach Final EIR Res. -3y0 Findings of Fact and Statement of Overriding Considerations ■ Alternative Mix of Uses (Development of proposed commercial components on both blocks, substituting residential units for hotel rooms). 'The Draft EIR alsodescribed cumulative impacts, growth -inducing impacts,. significant irreversible environmental effects, and significant and unavoidable impacts. In September 2002, the City of Huntington Beach released the Final EIR for the project. The Final EIR incorporates by reference the text of the Draft EIR and includes responses to the nine letters commenting on the Draft EIR, and corrections and revisions to the Draft EIR. 2. Project Objectives And Description The Project has the following primary objectives (see Draft EIR, p. 2-3): Applicant ■ Develop a commercial project that responds to market demand and is financially viable. ■ Provide adequate infrastructure to support the proposed commercial project. e Promote the development of a commercial product that conveys a high quality visual image and character. City of Huntington'Beach ■ To add a hotel to the Downtown core area and increase the attractiveness of Downtown to the City's tourists and visitors, as well as lodging services for visiting family and friends of residents. ■ To improve the perception of the Downtown and beach area as a destination for local residents as well as people from outside the area. ■ To enhance the Downtown as a destination for quality retailers and restaurants. ■ To contribute to efforts to create an 18-hour Downtown, with visitors and residents remaining Downtown in the evening for shopping, dining, and entertainment. ■ To provide for the highest and best use of previously under-utilized and currently unattractive properties. ■ To assist in the implementation .of the City's Redevelopment Plan .and the Downtown Specific Plan. ■ The proposed project consists of the hotel and commercial redevelopment of 2.97 acres of the 6.31-acre property Block 104/105 site located in the downtown area of the City of Huntington Beach, California, which is currently occupied by retail, commercial, office, and residential uses. Seven buildings ranging in height from two to four stories and containing a total of 226,245 gross square feet (gsf) are proposed as mixed -use vertical, visitor -serving development. The 2 City of Huntington Beach ATTACMINIENITNO Findings of Fact and Statement of Overriding Considerations project site currently contains small surface parking lots, vacant lots, and a one-story commercial structure occupied by Papa Joe's Pizza. The Papa Joes's Pizza structure would be removed to allow the proposed .construction of Block 105. In addition, and to accommodate development of the project on both blocks 104 and 105, a 54-foot-wide easement for pedestrian and vehicular traffic between PCH and Walnut Avenue along Fifth Street would be provided in lieu of the existing 80-foot-wide right-of-way. Parking would be provided in a two -level subterranean parking garage located below the entire project site, and six spaces of surface level parking would be provided on Block 105, for a total of 403 parking spaces at the site. The proposed project would require the following approvals by the City of Huntington Beach: '+ Condition Use Permit for new construction within Downtown Specific Plan District Three; Special Permits for encroachment into the minimum ground floor and upper -story setbacks, exceeding maximum building height, and reduction of the Fifth Street View corridor; a Coastal Development Permit for development within the City's designated Coastal Zone; and . a Tentative Tract map to consolidate properties into one lot for condominium purposes. The findings (Section 4 of this document) describe the effects of the project as defined above. I Record Of Proceedings For purposes of CEQA and the findings set forth herein, the record of proceedings for the City of Huntington Beach's decision on the project consists of the following documents: • The Initial Study/NOP prepared for the project; * Other public notices in conjunction with the project; ■ The Draft EIR; ® All written comments submitted by agencies or members of the public during.the public comment period on the Draft EIR; • The Final EIR for the project; ■ The Mitigation Monitoring and Reporting Program for the project; • All findings and resolutions adopted by the City of Huntington Beach in connection with the project, and all documents cited or referred to therein; 13 All reports, studies, memoranda, maps, and other planning documents relating to the project prepared by the City of Huntington Beach, the City of Huntington Beach's consultants, or Responsible or Trustee agencies with respect to the City's compliance with the requirements of CEQA and with respect to the City of Huntington Beach action on the project; The Strand at Downtown Huntington Beach Final EIR 3 RP-5- 3yo Findings of Fact and Statement of Overriding Considerations All documents submitted to the City of Huntington Beach by agencies or members of the public in connection with the project; ti Minutes and verbatim transcripts of all information sessions, public meetings, and public .hearings held by the City of Huntington Beach in connection with the project; a Any documentary or other evidence submitted to the City of Huntington Beach at.such workshops, public meeting, and public hearings; and Matters of common knowledge to the City of Huntington Beach, including, but not limited to federal, State, and local laws and regulations. The custodian of the documents is the City of Huntington Beach Planning Department. 4. Findings Required Under CEQA Under CEQA, for each significant environmental effect identified in an EIR for a proposed project, the approving agency must issue a written finding reaching one or more of three allowable conclusions: o Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant effects on the environment (Public Resources Code (PRC) §21081, subd. [a]); a . Changes or alterations are within the responsibility and jurisdiction of another public agency and have been, or can and should be, adopted by the other agency (PRC §21081,' subd. (b)); and Specific economic, legal, social, technological, or other considerations, . including considerations for the provision of employment opportunities for highly trained workers, made infeasible the mitigation measures or alternatives identified in the environmental impact report (PRC §21081, subd. [c]). CEQA requires that the lead agency adopt mitigation measures or alternatives, where feasible, to avoid or substantially reduce significant environmental impacts that would otherwise occur as a result of a project. Project modification or alternatives are not required, however, where they are infeasible or where the responsibility for modifying the project lies with some other agency (State CEQA Guidelines §15091, subd. (a), [3J). Public Resources Code Section 21061.1 defines "feasible" to mean "capable of being accomplished in a successful manner within a reasonable period of time, taking into account economic, environmental, social and technological factors". State CEQA Guidelines Section 15364 adds another factor: "legal" considerations. (See also Citizens of Goleta Valley v. Board of Supervisors [Goleta II) [1990) 52 Cal.3d 553,565 [276 Cal. Rptr. 410j.). 4 City of Huntington Beach A f i ACi-INIEENT N. 1. Findings of Fact and Statement of Overriding Considerations Only after fully complying with the findings requirement can an agency adopt a..statement of overriding considerations. (Citizens for Quality Growth v. City of Mount Shasta [19881 198 Cal.App.3d 433, 442, 445 [243 Cal. Rptr. 727].) , In cases in which significant impacts are not at least "substantially mitigated," the agency, after adopting the findings, may approve the project if it first adopts a statement of overriding considerations setting forth the specific reasons why the agency found that the project's "benefits" rendered "acceptable" its "unavoidable adverse environmental effects" (State CEQA Guidelines §15093 and §15043, subd. [b]). The California Supreme Court has stated that, "the wisdom of approving any development project, a delicate task which requires a balancing of interests, is necessarily left to the sound discretion of the local officials and their constituents who are responsible for such decisions. The law as we interpret and apply it simply requires that those decisions be informed, and therefore balanced." (Goleta 11, 52 Cal.3d 553, 576 [276 Cal. Rptr. 4011.) This document presents the City of Huntington Beach findings as required by CEQA, cites substantial evidence in the record in support of each of the findings, and presents an explanation to supply the logical step between the finding and the facts in the record. (State CEQA Guidelines §15091.). 5. Legal Effects Of Findings To the extent that these findings conclude that various proposed mitigation measures outlined in the Final EIR are feasible and have not been modified, superseded or withdrawn, the City of Huntington Beach, in the adopting the findings, commits to implementing these measures. In other words, these findings are not merely informational, but rather constitute a binding set of obligations that will come into effect when the City of Huntington Beach approves the project. The mitigation measures are referenced in the Mitigation Monitoring and Reporting Program adopted concurrently with these findings, and will be affected through the process of constructing and implementingthe project. 6. Mitigation Monitoring And Reporting Program A Mitigation Monitoring and Reporting Program (MMRP) has been prepared for the project, as required by PRC Section 21081.6. The City of Huntington Beach will use the MMRP to track compliance with adopted mitigation measures. The City of Huntington Beach will consider the The Strand at Downtown Huntington Beach Final EIR 5 p'fT-;;raCHM T N.0. • �� Findings of Fact and Statement of Overriding Considerations MMRP during its certification of the Final EIR. The final MMRP will incorporate, under separate cover, all mitigation measures adopted for the project. 7. Significant Effects; Mitigation Measures, And -Findings Effects Determined to be Mitigated to Less Than Significant Levels The potentially significant adverse environmental impacts that can be mitigated to less -than - significant levels are listed below. The City of Huntington Beach finds that these potentially significant impacts can be mitigated to a level that is considered less than significant after implementation of the existing City development review requirements, standards, and codes, as well as mitigation measures identified in the Final EIR. Air Quality Impact Impact 3.2-1: Demolition, site preparation, and construction activities would generate air pollutant emissions on a daily basis. (Final EIR, p. 3.2-10) Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to air quality would be mitigated to a less -than -significant level. Required mitigation consists of developing and implementing a construction management plan, as approved by the City of Huntington Beach, which includes recommended or equivalently effective measures approved by the SCAQMD regarding construction parking, traffic, and equipment, as well as implementing .all rules and regulations by the Governing Board of the SCAQMD which are applicable to the development of the project (such as Rule 402-Nuisance and Rule 403-Fugitive Dust) and which are in effect at the time of development. 6 City of Huntington Beach K I TA,C'HIMENT a .0. __1Q_- (,-2 Findings of Fact and Statement of Overriding Considerations Cultural Resources Impact Impact 3.3-1: The proposed project could result in the destruction of paleontological resources. (Final EIR, p. 3.3-15) Findings Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to cultural resources would be mitigated to a less -than -significant level. Required mitigation consists of monitoring during grading/construction by a qualified archaeologist and paleontologist, and data recovery, analysis, and report if archaeological or paleontological deposits or features are encountered and cannot be avoided. Impact. Impact 3.3-2: The proposed project could result in the destruction of archeological resources. (Final EIR, p. 3.3-15) Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to cultural resources would be mitigated to a less -than -significant level.. . Required mitigation consists of monitoring during grading/construction by a qualified archaeologist and paleontologist, and data recovery, analysis, and report if archaeological or paleontological deposits or features are encountered and cannot be avoided. Impact Impact 3.3-3: Potential Historical Degradation of El Don Liquors (Final EIR, p. 3.3-16) The Strand at Downtown Huntington Beach Final EIR 7 :"iTACHI ONT NO. ' � - R,Zs.3YD Findings of Fact and Statement of Overriding Considerations Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to cultural resources would be mitigated to a less -than -significant level. Required mitigation consists of incorporating the design features of the adjacent Ocean View Promenade and El.Don Liquors structures into the architectural and scale design concept for proposed Building C. Impact Impact 3.3-4: Potential Historical Degradation of the Helme-Worthy Property (Final EIR, p. 3.3- 16) Finding Changes have been required in,: or incorporated into the project which avoid or substantially. lessen the significant environmental effect as identified in the`Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to cultural resources would be mitigated to a less -than -significant level. Required mitigation consists of incorporation of a 20-foot setback from the property line between the Helme-Worthy property and proposed Buildings D/G and F/G, a 15-foot upper - level setback for the third and fourth floors, and creation of a walkway connecting Walnut Avenue and Sixth Street as a buffer zone around the historic National Register property's southern and western borders. Geology and Hydrology Impact Impact 3.4-6: People and structures on the project site could be exposed to seismic hazards associated with ground shaking and fault rupture. (Final EIR, p. 3.4-22) 8 City of Huntington Beach PTTACH11',4`1.NT NO. Findings of Fact and Statement of Overriding Considerations Findings Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to geology and hydrology would be mitigated to a less -than -significant level. Required mitigation consists of implementing the grading plan for the proposed project, as approved by the City of Huntington Beach, which includes the recommendations or equivalently effective measures included in the Preliminary Geotechnical Investigation for Blocks 104/105 regarding site preparation, fill placement and compaction, seismic design features, excavation stability and shoring requirements, lateral earth pressure, foundation design; concrete slabs and pavements, cement type and corrosion measures, surface drainage, trench backfill, plan review, and geotechnical observation and testing of earthwork operations. Impact Impact 3.4-7: Project development :would . locate structures on potentially expansivesoils, unstable soils, soils. subject to settlement, or corrosive soils. (Final EIR; p. 3.4-23) Findings Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to geology and hydrology would be mitigated to a less -than -significant level. Required mitigation consists of implementing the grading plan for the proposed project, as approved by the City of Huntington Beach, which includesthe the recommendations or equivalently effective measures included in the Preliminary Geotechnical Investigation for Blocks 104/105 regarding site preparation, fill placement and compaction, seismic design features, excavation stability and shoring requirements, lateral earth pressure, foundation design, concrete slabs and pavements, cement type and corrosion measures, surface drainage, trench backfill, plan review, and geotechnical observation and testing of earthwork operations. The Strand at Downtown Huntington Beach Final EIR 9 t i I JAC II E-1141T N.O. -7o. Findings of Fact and Statement of Overriding Considerations Pubic Services and Utilities Impact Impact 3.8-2: Implementation of the proposed project would cause police .protection service levels to drop. (Final EIR, p. 3.8-22) Findings Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to public services and utilities would be mitigated to a less -than - significant level. Required mitigation consists of consulting the Huntington Beach Police } Department regarding the provision of adequate Crime Prevention Design measures and incorporating the Department's recommendations into the plan. Transportation and Circulation Impact - E Impact 3.9-1: The General Plan Build Out with Santa Ana River Bridges Plus Project Scenario '= could result in intersections and/or roadway segments operating at unsatisfactory levels of service. (Final EIR, p. 3.9-12) Findings Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to transportation and circulation would be mitigated to a less -than - significant level. Required mitigation consists of restriping the eastbound approach to provide a second eastbound turn lane at the Brookhurst Street/Pacific Coast Highway intersection as approved by the City Public Works Department. 10 City of Huntington Beach K T TACH,11ENT NO. -�-TQ - I Q Findings of Fact and Statement of Overriding Considerations Impact - i Impact 3.9-2: The General Plan Build Out without Santa Ana River Bridges Plus Project Scenario could result in intersections and/or. roadway segments operating at unsatisfactory levels of service. (Final EIR; p. 3.9-13) 3i Findings Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to transportation and circulation would be mitigated to a less -than - significant level. Required mitigation consists of restriping the eastbound approach to provide. a second eastbound turn lane at the Brookhurst Street/Pacific Coast Highway intersection as approved by the City Public Works Department. Impact Impact 3.9-3: The. proposed project could affect access to acid internal circulation on the project site. (Final EIR, p. 3.9-14) Findings Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to transportation and circulation would be mitigated to a less -than - significant level. Required mitigation consists of demonstrating the provision of two inbound lanes and one outbound lane for the proposed subterranean parking structure. The Strand at Downtown Huntington Beach Final EIR ATTAC}-�MENT UO. V10-! 1 Res. 3q D Findings of Fact and Statement of Overriding Considerations 7. Environmental Effects Which Would Remain Significant and Unavoidable After Mitigation : Aesthetics - Impact Impact 3.1-4: Implementation of the proposed project could introduce new sources of light and glare into the project vicinity. (Final EIR, p. 3.1-14) Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final `? EIR), the above impact to aesthetics would be mitigated, but not to a less -than -significant level. Required mitigation consists of using minimum light levels required for safety, exterior lights s being directed downwards.and away,.from surrounding uses, onto the project site, and using non -reflective facade treatments, such as.matte paint or glass coatings. " Impact Cumulative Increases in Light and Glare (Final EIR, p. 3.1-16) Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring :and Reporting Program (Part I, Section 4 of the Final EIR), the cumulative impact to aesthetics would be mitigated, but not to a less -than -significant level. Required mitigation consists of using minimum light levels required for safety, exterior lights being directed downwards and away from surrounding uses,- onto the project site, and using non -reflective facade treatments, such as matte paint or glass coatings. 12 City of Huntington Beach j 1ACHSriE=I I NO. 1(9./Z- Findings of Fact and Statement of Overriding Considerations Air Quality Impact Impact 3.2-2: The_ project. would generate. dailyoperational emissions of VOC and NOx that could exceed established thresholds. (Final EIR; p. 3.2-10) Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to air quality would be mitigated, but not to a less -than -significant level. Required mitigation consists of installation of solar or low -emission water heaters, provision of built-in energy -efficient appliances, installation of energy -efficient air conditioners with automated controls, installation of double -glass -paned windows, installation of energy -efficient lighting with automated controls, exceedence of Title 24 wall and attic insulation requirements by at least five percent, and use of light=colored. roof materials. Noise Impact Cumulative Increase in Roadway Noise (Final EIR, p. 3.6-13) Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the cumulative impact to noise would be mitigated, but not to a less -than -significant level. Required mitigation consists of implementing best management practices that include, but are not limited to, limiting construction hours to between 7 A.M. and 8 P.M. on weekdays and Saturdays, muffling or controlling construction equipment, locating noise generating equipment as far away as possible from existing residences, turning off equipment when not in use, not allowing equipment to run idle near existing residences, notifying neighbors within 200 The Strand at Downtown Huntington Beach Final EIR 13 R o- s . 3 Y-- Lb Findings of Fact and Statement of Overriding Considerations feet of major construction areas in writing prior to construction, and designating a "disturbance coordinator" who is responsible for responding to any local complaints" regarding "construction noise. 8. Feasibility Of Project Alternatives Because the project will potentially cause unavoidable, significant environmental effects, as outlined above, the City of Huntington Beach must consider the feasibility of any environmentally superior alternatives to the proposed project. The City of Huntington Beach must evaluate whether one or more of more of these alternatives could avoid or substantially lessen the project's unavoidable significant environmental effects. (Citizens for Quality Growth v. City of Mount Shasta [1988] 198 Cal.App.3d 433, 443-445 [243 Cal.Rptr. 727]; see also PRC § 21002.). In preparing and adopting findings, a Lead Agency need not necessarily address the feasibility of both Mitigation Measures and environmentally superior alternatives when contemplating approval of a proposed project with significant impacts. When a significant impact can be mitigated to an acceptable level solely by the adoption of Mitigation Measures, the agency, in drafting its findings, has no obligation -to consider the feasibility of environmentally superior, alternatives,- even if their impacts would be less severe than those of the proposed "project as mitigated. (Laurel Hills Homeozvners Association v. City Coiencil [1978] 83 Cal.App.3d 692, 730-731 [270 Ca1.Rptr. 6501; and Laurel Heights Improvement Association v. Regents of the University of California [1988] 47 Cal.3d 376, 400-403 [253 Ca1.Rptr. 426].). Accordingly, in adopting findings concerning project alternatives, the City of Huntington Beach considers only those environmental impacts that for the project are significant and cannot be avoided through mitigation. Chapter 4 of the Final EIR examined three alternatives to the proposed project to determine whether any of these alternatives could meet the project's objectives, while avoiding or substantially lessening its significant, unavoidable impacts. The following three alternatives were examined: Alternative 1: No Project/No Development Alternative; Alternative 2: Reduced/Revised Project Alternative (Hotel and commercial development on Block 105 only); and 14 City of Huntington Beach ATTA'CHIMIEN T RO. Findings of Fact and Statement of Overriding Considerations Alternative 3: Alternative Mix of Uses (Development of proposed commercial components on both blocks, substituting residential units for hotel rooms). These findings examine the alternatives to the extent -they lessen or avoid the project's significant environmental effects. Although presented here and in the Draft EIR, the City of Huntington Beach is not required to consider those alternatives in terms of environmental impacts which are insignificant or avoided through mitigation. In addressing the No Project/No Action Alternative, the City of Huntington Beach followed the direction of the State CEQA Guidelines that: The no project analysis shall discuss the existing conditions, as well as what would be reasonably expected to occur in the foreseeable future if the project were not approved, based on current plans and consistent with available infrastructure and community services (State CEQA Guidelines Section 15126[d][4]). No Project/No Development Alternative Aesthetics Under the No Project/No Build Alternative, the current aesthetic condition would not change. Although the site would remain deteriorated and underutilized, no.,visual elements incompatible with surrounding development would be. introduced onto . the project site. Additionally, public coastal views across the project site from Walnut Avenue and Sixth Street would be preserved and the full width of the public view corridor provided by Fifth Street would be maintained. This alternative would create no new, significant aesthetic impacts; however, considering the existing condition of the site, the overall aesthetic quality associated with this alternative is considered less than that of the proposed project. Nonetheless, aesthetic impacts of this alternative would be less severe overall than those associated with the proposed project. Air Quality Under the No Project/No Build Alternative, the same number of cars would continue to use the surface parking lots on Blocks 104 and 105, and vehicle trips associated with existing uses would continue. Additionally, construction, demolition, and operational traffic impacts would not occur, as no development would occur and no uses would change. Air quality would, therefore, remain the same as on the existing condition of the site and impacts would be reduced from those of the proposed project. The Strand at Downtown Huntington Beach Final EIR l5 ETA t= T RO, He-S. 3qD Findings of Fact and Statement of Overriding Considerations Noise This alternative would not result in any construction -related noise or change the existing operational noise levels on the site. Noise impacts would, therefore, be less severe than those anticipated under the proposed project. Reduced/Revised Project Alternative (Hotel and Commercial Development on Block 105 only) Aesthetics Under the Reduced/Revised Project Alternative, redevelopment of Block 105 would increase the visual quality of the project site by eliminating vacant lots and deteriorating surface parking lots and would eliminate the impact of vehicular headlights upon the residences on the east side of Sixth Street. The lack of sufficient setbacks would exist as in the proposed project plans and the narrowing of the Fifth Street right-of-way would occur; however, Special Permits would be requested for this alternative. However, the introduction of a parking structure to Block 104 1 could result in the introduction of an incompatible visual element into the project vicinity. Nonetheless, aesthetic impacts would generally be less severe than the proposed project. Air Quality 4 7 Under the Reduced/Revised Alternative, the current site would be developed to the same site coverage but not the same intensity of commercial development as the proposed project. Air Quality impacts associates with demolition/site preparation activities would be the same as under the proposed project; however, fewer operational trips by consumers and/or delivery t trucks would occur, and air quality impacts would be less severe than those anticipated under the proposed project. Noise Because the ultimate development potential would be reduced under this alternative, operational vehicle trips would be reduced, and roadway noise impacts would be less intense than those described for the proposed project. A level of development similar to the proposed project would occur, resulting in short-term exposure of persons to the same level and duration of demolition, sire preparation, and construction noise. Similar -to the proposed project, construction -related impacts would remain significant, despite implementation of mitigation measures described for the proposed project, as limiting the amount of construction' equipment at the project site is not considered feasible. However, on -site noise impacts related to the reduced commercial development of this alternative would be less than that of the proposed 16 City of Huntington Beach ATTACl- HnA,7 I T N0. .�lF� Findings of Fact and Statement of Overriding Considerations project, with fewer visitors arriving and departing from the project site than with the commercial intensity of the proposed project. Overall, noise impacts would be less intense under this alternative than under the proposed project. Alternative Mix of Uses (Development of proposed commercial components on both blocks, substituting residential units for hotel rooms) Aesthetics As with the proposed project this alternative would have a beneficial impact upon the current aesthetic qualities of unattractive, underutilized vacant uses and parking lots that currently characterize Blocks 104 and 105, by replacing existing, deteriorating urban uses with a mix of commercial and residential uses. Although the property would generally restrict public coastal views through the project site, this impact would be mitigated by the provision of upper level setbacks, pursuant to the Downtown Specific Plan, which would reduce the feeling of increased intensity. The provision of these setbacks would also serve as a visual buffer for, and would provide visual consistency with, surrounding, smaller -scale residential and commercial uses. As with the proposed project, this alternative would infringe upon public views of the coast from the Fifth Street right-of-way, but would do so according to the allowed limits specified in the Downtown Specific Plan.: Increased nighttime lighting levels would still occur,. as: would impacts of vehicular headlights upon neighboring residences on Sixth Street. Overall, the aesthetic impacts of this alternative are slightly less severe than those of the proposed project. Air Quality Under this alternative, the current site would be developed to a lower overall intensity than the proposed project. Restaurant, retail and office development intensity is identical to the proposed project, and the same number of vehicle trips by consumers and/or deliveries would be expected to occur. Construction activities would also be similar in scope, and air quality impacts associated with demolition, site preparation, construction, and construction worker and truck trips would not be substantially reduced from those expected from the proposed project. However,. residential development; assuming primarily low-rise apartments, generates 6.59 daily trips per unit versus hotel development, which generates 8.23 daily trips per unit, and 89 dwelling units would generate a total of 587 daily trips, versus 1?51 daily trips anticipated from a 152-room hotel development. This residential generation of approximately half the vehicle trips of the hotel results in lower -intensity operational air quality impacts under this alternative than under the proposed project. Therefore, this alternative would result in less severe impacts to air quality than the proposed project. The Strand at Downtown Huntington Beach Final EIR 17 ,I C TA.( ill% ENT IND. :Mil— Res. 3Vb Findings of Fact and Statement of Overriding Considerations Noise Construction activities, which would result in short-term exposure of persons to construction noise, would still occur under this alternative, and would be substantially similar to the impact anticipated under the proposed project. As with the proposed project, such'impacts would be significant and unavoidable despite implementation of mitigation measures described for the proposed project, as limiting the amount of construction equipment at the project site is not considered feasible. As described above, under Air Quality, less project -generated traffic would be anticipated under this alternative than under the proposed project, and operational traffic noise impacts would be reduced from those anticipated from the proposed project. However, multi -family residential uses are considered to be higher noise generators than hotel uses, and on -site noise levels under this alternative would be. greater than those anticipated under the proposed project. Overall, noise impacts under this alternative would be less severe than those under the proposed project. 9. Statement Of Overriding Considerations When a project results in significant unavoidable adverse effects, CEQA requires the decision making body of the Lead Agency to balance the benefits of the project against its unavoidable adverse effects in determining whether to approve the project. If `the benefits of the project outweigh the unavoidable adverse environmental effects, the adverse effects may be considered "acceptable." CEQA requires the Lead Agency to state in writing the specific responses to support its actions based on the Final EIR and/or information in the record. This written statement is known as the Statement of Overriding Considerations. Project Specific Significant and Unavoidable Impact The Proposed Project would have the following significant unavoidable impacts: Aesthetics ® Impact 3.1-4: Implementation of the proposed project could introduce new sources of light and glare into the project vicinity. ■ Cumulative Impact Air uali e Impact 3.2-2: The project would generate daily operational emissions of VOC and NOx that could exceed established thresholds. Noise ■ Cumulative Impact 18 City of Huntington Beach Af AI,F� ' . E NO. 77i,18 Findings of Fact and Statement of Overriding Considerations Public Services and Utilities ® Cumulative Impact The City. of Huntington Beach has adopted all feasible Mitigation Measures with respect to the unavoidable significant impacts identified above. Although these Mitigation Measures may lessen the impacts, they would not reduce the potential impact to a level of insignificance. As a result, to approve the Project, the City of Huntington Beach must adopt a Statement of Overriding Considerations pursuant to CEQA Guidelines Sections 15043 and 15093. The Statement of Overriding Considerations allows a Lead Agency to cite a project's general economic, social, or other benefits as a justification for choosing to allow the occurrence of specified significant environmental effects that have not been mitigated to a less -then - significant level. The statement explains why, in the agency's judgement, the benefits of the proposed project outweigh its unavoidable significant effect. 10. Independent Review and Analysis Under CEQA, the Lead Agency must (1) independently review and analyze the .EIR, (2) circulate draft documents . that reflect :its independent judgment, and. (3). as part of the certification. of an EIR, find: that the report or declaration reflects the independent judgment of the Lead Agency. The City of Huntington Beach independently reviewed and analyzed the Final EIR and determined that the Final EIR reflects its independent judgment. Moreover, upon completing this review and making this determination, the City of Huntington Beach circulated the Final EIR, as described above. With the adoption of these findings, the City of Huntington Beach concludes that the Final EIR reflects its independent judgment. The Strand at Downtown Huntington Beach Final EIR E (fie s . 3.V U Findings of Fact and Statement of Overriding Considerations STATEMENT OF OVERRIDING - CONSIDERATIONS To the extent that the significant effects of the project are not avoided or substantially lessened to a less than significant level, the City of Huntington Beach, having reviewed and considered the information contained in the Final Envirorunental Impact Report for the project (which includes the Final EIR and Responses to Comments), and having reviewed and considered the information contained in the public record, and having balanced the benefits of the project against the unavoidable effects which remain, finds such unmitigated effects to be acceptable in consideration of the following overriding considerations discussion (in accordance with CEQA Guidelines Section 15093). The Planning Commission finds that all feasible mitigation measures have been imposed to lessen project impacts to the greatest extent possible, and furthermore, that alternatives do not meet the complete objectives of the project, or do not provide the overall benefits of the project. The benefits of the proposed project include, but are not limited to, the following. Project implementation will: Develop a commercial project that responds to market demand and is financially viable. Provide adequate infrastructure to support the proposed commercial project. Promote the development of a commercial product that conveys a high quality visual image and character. Add a hotel to the Downtown core area and increase the attractiveness of Downtown to the City's tourists and visitors, as well as lodging services for visiting family and friends of residents. Improve the perception of the Downtown and beach area as a destination for local residents as well as people outside the area. Enhance the Downtown as a destination for quality retailers and restaurants. Contribute to efforts to create an 18-hour Downtown, with visitors and residents remaining Downtown in the evening for shopping, dining, and entertainment. 20 City of Huntington Beach ,4TTA.CHsv'1E-.'T N0- 10 0 Findings of Fact and Statement of Overriding Considerations Provide for the highest and best use of previously under-utilized and currently unattractive properties. Implement many of the goals, policies and development standards of the City's Redevelopment. Plan and Downtown Specific Plan. The Strand at Downtown Huntington Beach Final EIR z 1 I TACHW;ENT N0. •mil NpaS. 346 K FT, IN-w"'Is 11"MIT-4 Res. 3Yp REPORTINGAND PROGRAM Purpose As identified by Section 15097(a) of the CEQA Guidelines, the purpose of the Northam Ranch House Project Mitigation Monitoring and Reporting Program (MMRP) is to ensure implementation of the mitigation measures and/or project revisions identified in the Environmental Impact Report (EIR) to avoid, minimize, or compensate for potentially significant, adverse, environmental impacts resulting from the proposed project. The implementation of this MMRP shall be accomplished by Lead Agency staff (City of Huntington Beach), the project developer's consultants and representatives, and the property owner. The program shall apply to the following phases of the project: 9 Plan and specification preparation a Pre -construction activities Construction of the site improvements a Post -construction activities ; Monitoring ensures that project compliance is verified on a regular basis durin- and, if necessary, subsequent to project implementation. Reporting ensures that the approving agency is informed of compliance with the mitigation measures. Responsibilities and Duties The Applicant shall designate a representative to coordinate on -site compliance efforts, and to serve as the primary point of contact with the City Planning Department. The representative shall be responsible for ensuring compliance with the provisions of this MMRP, and shall have authority over the monitors/specialists retained by the developer and/or contractor, as well as construction personnel for actions that relate to the items listed in this program. Any problems or concerns shall be addressed by the Applicant's representative and the City Planning Department. The Applicant shall prepare a construction schedule for review and approval by the City Planning Department, and shall provide the Department with at least 48 hours' notice of any major revisions to or deviations from the schedule. The Applicant's representative shall also ensure that an information packet —which shall include a copy of the MMRP, the construction schedule, a monitoring log/sign-in sheet, and the The Strand at Downtown Huntington Beach Mitigation Monitoring and Reporting Program plot plan delineating all sensitive areas to be avoided —is present on -site during all demolition, grading, and construction activities. All on -site personnel shall be informed of the packet's presence and contents, . as well as. the duties and responsibilities of each . participant, communication procedures, monitoring criteria, and compliance criteria. Once construction commences, field meetings between the Applicant's representative, project consultants, and contractors shall be held on an as -needed basis in order to address unanticipated circumstances, assess potential effects, and resolve conflicts. Implementation Procedures Three types of activities will require monitoring: (1) review of the Conditions of Approval and Construction Plans and Specifications; (2) demolition, grading, and construction activities; and (3) ongoing monitoring activities during operation of the project. Monitoring Procedures The Applicant's representative, required consultants, and appropriate City staff (identified in the MMRP Matrix) shall monitor all field activities. The authority and responsibilities of. the Applicant and City are described above. Reporting Procedures A schedule and two types of reports shall be prepared, as described below: 1. Schedule The contractor shall prepare a construction schedule to be submitted to the City prior to or at the pre -construction briefing. This schedule shall be updated, as necessary, and submitted to all involved parties, including the Lead Agency. 2. Bi-weekly Progress Reports The Applicant shall be responsible for preparing and submitting bi-weekly written progress reports during grading, excavation, and construction activities to the City Planning Department. These progress reports shall document field activities, compliance with project mitigation measures (such as dust control and sound reduction), and the monitors and monitoring activities during the preceding two -week period. 3. Final Report A final report shall be submitted to the City Planning Department when all monitoring (other than long-term operational) has been completed and shall include the following: 2 City of Huntington Beach I TACHMENT t�O. �� N 3Vb Mitigation Monitoring and Reporting Program a. A summary of all monitoring activities; b. The date(s) that monitoring occurred; c. An identification of any violations and the manner in which they Were resolved; d. Any required technical reports, such as noise measurements; and e. A list of all project mitigation monitors. MMRP Matrix The following MMRP Matrix describes each Initial Study and EIR mitigation measure, the entity responsible for ensuring compliance with each mitigation measure, the entity responsible for the actual monitoring or reporting activity, the action taken by the monitor to ensure compliance with the mitigation measure, the timing and frequency of monitoring or reporting activity, and the department of the Lead Agency that is responsible for verifying ultimate compliance with the mitigation measure. The MMRP Matrix is intended .for use. by. all parties involved.. in monitoring the project mitigation measures, as well as project contractors and others working in the field. The Matrix should be used as a compliance checklist to aid in compliance verification and monitoring requirements. A copy of the MMRP matrix shall be kept on -site and in the project file to verify compliance with all mitigation measures. The Strand at Downtown Huntington Beach 3 ATTACHMENT NO. � -5 Mitigation Monitoring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timingl MiygationMeasmr Responsible Entity Monitor Actionln/Monitor Frequency Compliance GieckVerifiration Aesthetics/Visual Quality Mitigation Measure 3.1-1: The Applicant City City Planning Plan review At plan check City Planning shall use minimum light levels required for Redevelopment Department Department safety, and exterior lights shall be directed Agency/Developer downwards and away from surrounding uses, onto the project site. Mitigation Measure 3.1-2: To the extent City City Planning . Plan review At plan check City Planning feasible, the Applicant shall use non- Redevelopment Department Department reflective facade treatments, such as matte Agency/Developer paint or glass coatings. Air Quality ■ Mitigation Measure 3.2-1: The project City City Planning Site inspection Periodically during City Planning developer(s) shall develop and Redevelopment Department, construction Department implement a construction management Agency/Developer Development plan, as approved by the City of Services Director Huntington Beach, which includes the . following measures recommended by the SCAQMD, or equivalently effective measures approved by the City of Huntington Beach: ■ Configure construction parking to minimize traffic interference ■ Provide temporary traffic controls during all phases of construction activities to maintain traffic flow (e.g., flag person) ■ Schedule construction activities that affect traffic flow on the arterial system to off-peak hours to the degree . practicable ■ Consolidate truck deliveries when possible ■ Maintain equipment and vehicle engines in good condition and in proper tune as per manufacturers' specifications and per SCAQMD rules, to minimize exhaust emissions ■ Use methanol- or natural gas -powered mobile equipment and pile drivers instead of diesel to the extent available and at competitive prices The Strand at Downtown Huntington Beach Mitigation Monitoring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timing/ M12tionMeasure ResponsibleEntity Monitor Action by Monitor Frequency ComplianceCbeck Verification ■ Use propane- or butane -powered on - site mobile equipment instead of gasoline to the extent available and at competitive prices Mitigation Measure 3.2-2: The project City City Planning Plan Check, and During City Planning developer(s) shall implement all rules and Redevelopment Department/City verification of construction Department regulations by the Governing Board of the. Agency/Developer Engineer implementation activities SCAQMD that are applicable to the development of the Project (such as Rule 402—Nuisance and Rule 403--Fugitive . Dust) and that are in effect at the time of development. The following measures are currently recommended to implement Rule 403—Fugitive Dust. These measures have been quantified by the SCAQMD as being able to reduce dust generation between 30 and 85 percent depending on the source of the dust generation: ■ Water trucks will be utilized on the site and shall be available to be used throughout the day during site grading and excavation to keep the soil damp . enough to prevent dust being raised by the operations ■ Wet down the areas that are to be graded or that are being graded and/or excavated, in the late morning and after work is completed for the day a All unpaved parking or staging areas, or unpaved road surfaces shall be watered three times daily or have ,© chemical soil stabilizers applied according to manufacturers' specifications ■ Enclose, cover, water twice daily, or apply approved soil binders to exposed piles (i.e., gravel, sand, and dirt) according to manufacturers' specifications ■ The construction disturbance area shall ---� be kept as small as possible ■ All trucks hauling dirt, sand, soil, or other loose materials shall be covered or 5 The Strand at Downtown Huntington Beach Mitigation Moititoring and Reporting Program Z 0 9 TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timing/ MitigationMensure Responsible Entity Monitor Action1nlMonitor F=nencq CompliinceClieck Verifrcntion have water applied to the exposed surface prior to leaving the site to prevent dust from impacting the surrounding areas • Wheel washers shall be installed where vehicles enter and exit unpaved roads onto paved roads and used to wash off trucks and any equipment leaving the. site each trip ■ Streets adjacent to the project site shall be swept at the end of the day if visible soil material is carried over to adjacent roads • Wind barriers shall be installed along the perimeter of the site • All excavating and grading operations shall be suspended when wind speeds (as instantaneous gusts) exceed 25 miles per hour over a 30-minute period • A traffic speed limit of 15 miles per hour shall be posted and enforced for the unpaved construction roads (if any) on the project site ° Remediation operations, if required, shall be performed in stages concentrating in single areas at a time to minimize the impact of fugitive dust on the surrounding area. Mitigation Measure 3.2-3: Solar or low- City City Planning Design review, and At plan check City Planning emission water heaters shall be installed in Redevelopment Department verification of Department all new buildings within the project site to Agency/Developer implementation reduce energy demand and associated emissions. Mitigation Measure 3.2.4: Built-in energy- City City Planning Design review, and At plan check City Planning efficient appliances shall be provided in all Redevelopment Department verification of Department new buildings within the project site to Agency/Developer implementation reduce energy demand and associated emissions. Mitigation Measure 3.2-5: Air City City Planning Design review, and At plan check City Planning conditioners installed in all new buildings Redevelopment Department verification of Department within the project site shall be energy- Agency/Developer implementation efficient and shall have automated controls 6 City of Huntington Beach rry Mitigation Monitoring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timing/ Mitlration Measure Responsible Entify Monitor Action by Monitor Frequency Compliance Check VenfrrnNon to reduce energy demand and associated emissions. Mitigation Measure 3.2-6: Double -glass City City Planning Design review, and At plan check City Planning paned windows shall be installed in new Redevelopment Department' verification of Department buildings within the redevelopment area to Agency/Developer implementation reduce energy demand and associated emissions. Mitigation Measure 3.2-7. Lighting City City Planning Design review, and At plan check City Planning installed in new buildings within the. Redevelopment Department verification of Department project site shall be energy -efficient, and Agency/Developer implementation shall have automated controls to reduce energy demand and associated emissions. Mitigation Measure 3.2-5: The new City City Planning Design Review, and At plan check City Planning buildings within the project site shall Redevelopment Department verification of Department exceed Title 24 wall and attic insulation Agency/Developer implementation requirements by, at least 5 percent to reduce energy demand and associated. emissions. Mitigation Measure 3.2-9: The new City City Panning Design Review, and At plan check City Planning buildings within the project site shall use . Redevelopment Department verification of Department light-colored roof materials to reflect heat Agency/Developer implementation and reduce energy demand and associated emissions. Cultural Resources Mitigation Measure 3.3-1: Monitor during City City Planning Visual Prior to City Planning grading and excavation for archaeological Redevelopment Department/ inspection/Inform construction, and Department and paleontological resources: Agency/Developer archeological and construction during grading and ■ The Applicant shall arrange for a paleontological personnel excavation activities qualified professional archaeological consultant and paleontological monitor to be present during demolition, grading, trenching, and other excavation on the project site. Additionally, prior to project construction, construction personnel will be informed of the potential for encountering significant archaeological and paleontological resources, and instructed in the 7 The Strand at Downtown Huntington Beach M Z - Mitigation Monitoring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Tfntingl MitigationMeastor ResponsibleEntihl Monitor Action!,/Monitor F=tenctl Compliance Checkyeri%iurtion identification of fossils and other potential resources. All construction personnel will be informed of the need to stop work on the project site until a qualified paleontologist has .been provided the opportunity to assess the significance of the find and implement appropriate measures to protect or scientifically remove the find. Construction personnel will also be informed of the requirement that . unauthorized collection of cultural resources is prohibited. ■ If archaeological or paleontological resources are discovered during earth.. moving activities, all construction activities on the project site shall cease . until the archaeologist/paleontologist evaluates the significance of the resource: in the absence of a - determination, all archaeological and paleontological resources shall be considered significant. If the resource is, determined to be significant, the archaeologist or paleontologist; as appropriate, shall prepare a research design for recovery of the resources n consultation with the State Office of Historic Preservation. The archaeologist or paleontologist shall complete a report of the excavations and findings, and shall submit, the report for peer review by three County - certified archaeologists or paleontologists, as appropriate. Upon approval of the report, the Applicant shall submit the report to the South Central Coastal Information Center at California State University, Fullerton, the California Coastal Commission, and the City of Huntington Beach. ■ In the event of the discovery on the project site of a burial, human bone, or susnected human bone. all excavation E1 City of Huntington Beach 9 a S -1r:S Mitigation Monitoring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timing/ Mitigation Measure Responsible Entity Monitor Action Monitor— FreTxncy Compliance Clieck Verification or grading in the vicinity of the find will halt -immediately and the area of the find will be protected. If a qualified archaeologist is present, he/she will determine whether the bone is human. If the archaeologist determines that the bone is human; or in the absence of an archaeologist, the Applicant immediately will notify the City Planning Department and the Orange . County Coroner of the find and comply with the provisions of P.R.C. § 5097 with respect to Native American involvement, burial treatment, and reburial. Mitigation Monitoring 3.3-2: Building C City City Planning , of the proposed project shall incorporate Redevelopment Department/City ground -level and second -story design Agency/Developer Design Review features of the Ocean View Promenade Board Structure and, to the extent feasible, of the building containing El Don Liquors. These features shall include, but not be limited to, windows, textures, and roofing and lighting materials. Prior to issuance of a. grading permit, the revised project design concept shall be reviewed by the City Design Review Board for architectural and scale compatibility with the El Don Liquors structure. Mitigation Measure 3.3-3: Prior to • City City Planning Plan check Prior to recordation City Planning submittal for building permits, the Redevelopment Department of the final map Department Applicant shall incorporate a 20-foot Agency/Developer setback from the property line between the Helme-Worthy project property and Building F/G of the proposed project. The plan shall also include, where Building F/G adjoins the Helme-Worthy buildings along the southern property line, a 10-15- foot average upper -level setback for the third and fourth floors to create a distinct separation between the new and older buildings. 9 The Strand at Downtown Huntington Beach UJ d Mitigation Moidtoring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timingl MitieationMeasmr ResponsibleEntity Monitor Action1nyMonitor Frequency Compliance Check Verification Geology and Hydrology Mitigation Measure 3.4-1: The grading City City Planning Review of grading Prior to City Planning plan prepared for the proposed project Redevelopment Department, City plan construction/at Department shall contain the recommendations Agency/Developer Engineer plan check included in the Preliminary Geotechnical Investigation for Blocks 104/105, City of Huntington Beach Redevelopment, Westerly of Pacific Coast Highway. and Main . Street, City of Huntington Beach, California prepared by Leighton and. Associates, dated May 22, 2000. These recommendations shall be implemented in the design of the project and include measures associated with site preparation, fill placement and compaction, seismic design features, excavation stability and shoring requirements, lateral earth pressure, foundation design, concrete slabs . and pavements, cement type and corrosion measures, surface drainage, trench backfill, plan review, and geotechnical observation and testing of earthwork operations. Mitigation Measure 3.4-2: Prior .. to City Geotechnical Review of final Prior to issuance of City Planning issuance of a grading permit, the final Redevelopment consultant/Public grading and a grading permit Department grading and foundation plans shall be -Agency/Developer Works Department foundation plans reviewed by the project geotechnical consultant and the City of Huntington Beach Public Works Department to verify that the preliminary recommendations provided in this report are -applicable. . Mitigation Measure 3.4-3: The proposed City City Public Works Review of final Prior to issuance of City Planning •--¢ project shall include flatwork design and Redevelopment Department grading and a grading permit Department structural BMPs to isolate contamination Agency/Developer foundation plans from the disposal bins and direct any runoff from the disposal area into a sanitary drain with a trash separator, an oil and grease separator, and/or other M filtration system as required to meet water z quality standards. Land Use ems-- No mitigation required 0 .-.� 10 City of Huntington Beach d :- 0 ate... z 0 IL Mitigation Monitoring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timingl Mil2tion Measrim Responsible Entity Monitor Action by Monitor Fretluency Compliance Cluck VerifrcaHon Noise Mitigation Measure 3.6-1: The project City City Planning Site Inspections Periodically during City Planning contractor(s) shall implement, but not be Redevelopment Department construction Department limited to, the following best management Agency/Developer activities practices: ■ Outdoor construction work on the project shall be limited to the hours of 7:00 A.M. to 8:00 P.M. on weekdays and Saturdays. No construction activities shall occur on Sundays or federal holidays ■ All construction equipment with a high noise generating potential, including :all equipment powered by internal combustion engines, shall be muffled or controlled ■ All stationary noise generating equipment, such as compressors, shall be located as far as possible ,from existing houses ■ Machinery, including motors, shall be turned off when not in use ■ Mobile equipment shall not be allowed to run idle near existing residences ■ Neighbors within 200 feet of major construction areas shall be notified, of the construction schedule in writing prior to construction; the project sponsor shall designate a "disturbance coordinator" who shall be responsible for responding to any local complaints regarding construction noise; the coordinator (who may be an employee of the developer or general contractor) shall determine the cause of the complaint and shall require that reasonable measures warranted to correct the problem be implemented; and a telephone number for the noise disturbance'coordinator shall be posted conspicuously at the construction site fence and included on the notification The Strand at Downtown Huntington Beach W 01 �t .T M Z 0 1 \N 1 Mitigation Monitoring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Tuning/ MitigationMeasure ResponsibfeEntihil Monitor Action lrtMonitor Fregacnmt cot npHance Check T�erificntiorr sent to neighbors adjacent to the site. Population and Housing No mitigation required Public Services and Utilities Mitigation Measure 3.8-1: Prior to City City Planning Site inspection Prior to issuance of City Planning issuance of a building permit, the Redevelopment Department a building permit Department Applicant shall demonstrate that. the Agency/Developer project includes adequate access for emergency vehicles, automatic fire sprinkler systems, automatic fire alarms, properly sized elevators, and 24-hour security shall be provided. Mitigation Measure 3.8-2: Prior . to City City Planning Review and Prior to issuance of City Planning issuance of a building permit, the. Redevelopment Department/ incorporate a building permit Department Applicant shall consult the Huntington Agency/Developer Huntington Beach adequate crime Beach Police Department regarding the Police Department prevention provision of adequate Crime Prevention measures into plan Design measures, and shall incorporate the Department's recommendations into ,the plan. Mitigation Measure 3.8-3: Prior.. to City City Planning Plan check/visual Prior to issuance of City Planning issuance of a building permit, the Redevelopment Department/ inspection a building permit Department Applicant shall demonstrate that the Agency/Developer Maintenance project includes adequate access for Services disposal collection vehicles including 55 Department feet to pickup and drop off containers on a straight shot and a minimum turning diameter of 86 feet. 12 . City of Huntington Beach Mitigation Monitoring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timing! MitfgationMeasure ResponsibleEntity Monitor Action by Monitor Frequency ComplianceCheck Verification Mitigation Measure 3.84: Prior to City Environmental Plan check Prior to issuance of City Planning issuance of building permits for the first Redevelopment Services Division/ building permits Department project component, the Applicant • shall Agency/Developer Public Works submit a Solid Waste Management Plan to Department the City Environmental Services Division, Public Works Department, and recycling coordinator. This plan shall discuss how the project will implement source reduction and recycling methods: in compliance with existing City programs. Additionally, this plan shall include how the project will address the construction and demolition -generated waste from the site. These methods shall include, but shall not be limited to the following: m Emphasize deconstruction and diversion planning rather than demolition . Provision of recycling bins for 'glass, aluminum, and plastic for visitors and employees of the proposed project ■ Provision of recycling bins for glass, aluminum, plastic, wood, steel, and concrete for construction workers during construction phases o Bins for cardboard recycling during construction ■ Scrap wood recycling during construction is Green waste recycling of landscape materials Transportation and. Circulation MM 3.9-1 Prior to issuance of an City City Public Works Review and Prior to issuance of City Planning occupancy permit, the applicant shall Redevelopment Department approve second an occupancy Department, City restripe the eastbound approach to provide Agency/Developer eastbound lane permit Public Works a second eastbound turn lane at the Department Brookhurst Street/Pacific Coast Highway intersection, subject to review and approval by the City Public Works Department. Mitigation Monitoring and Reporting Program 91 1 r.. TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Tinning/ MitigationMeasnar Responsible Entity Monitor Action byMonnftor Frequency Compliance Check Verification Mitigation Measure 3.9-2: Prior to City City Planning Verification of the Prior to issuance of City Planning issuance of a building permit, the applicant. Redevelopment Department/City provision of a building permit Department, City shall demonstrate the provision of two Agency/Developer Public Works inbound and Public Works inbound lanes and one outbound lane for Department outbound lanes Department the proposed subterranean parking structure. Mitigation Measure 3.9 3: Delivery City City Planning vehicles shall be restricted to vehicles the Redevelopment Department size of or smaller than a medium or small Agency/Developer semi -trailer with a length of 50 feet. Mitigation Measure 3.9.4: Prior to City City Planning Review parking Prior to issuance to City Planning issuance of a building permit, the applicant Redevelopment Department management plan a building permit Department shall submit a parking management plan, Agency/Developer consistent with the Downtown Parking Master Plan, for review and approval by the City Planning; Department. Mitigation Measure 3.9-5: During City City Planning Periodic site Ongoing inspection City Planning ongoing operations of the project, the Redevelopment Department inspection during Department applicant shall provide valet and/or Agency/Developer special events/peak remote parking for special events and seasons activities, and during peak summer season. Mitigation Measure 3.9-6: Prior to City City Planning Site inspection Prior to issuance of City Planning issuance of occupancy permits, the Redevelopment Department occupancy permits Department applicant shall develop an on -site signage Agency/Developer program to clearly identify parking opportunities, to direct vehicles to the subterranean parking structure, and to guide patrons to pedestrian access, points and elevators within the project. Mitigation Measures Incorporated by Reference front the Huntington Beach Redevelopment Project EIR 96-2 Population and Housing Mitigation Measure 4.4-A: The Agency City City Planning Verification of Prior to project City Planning shall relocate any persons or families of Redevelopment Department provision and approval/at plan Department low and moderate income displaced by a Agency implementation of a check redevelopment project. The Agency shall relocation plan adopt and implement a relocation plan pursuant to Sections 33410 through 33411.1 of the California Health and Safety Code. 14 . City of Huntington Beach Mitigation Monitoring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timing/ Mitigation Measure ResponsibleEntity Monitor Action by Monitor Frequency ComplianceC1wck Verification The relocation plan ensures that no families or single persons of low and moderate income are displaced by a redevelopment project until there. is a suitable housing unit available and ready for occupancy. Such housing units shall be available at rents comparable to those at the time of displacement. Further, housing units for relocation are to be suitable for the needs of the displace household, and must be decent, safe, sanitary, and otherwise standard dwelling. It is the Agency's objective that residents be relocated with the minimum of hardship. Air Quality Mitigation Measure 4.5-D: In larger areas City City Planning Site Inspection Prior to and City Planning of both surface and subsurface Redevelopment Department/City during Department and contamination, a site assessment will be Agency/Developer Engineer and construction DOGGR (California conducted before any construction takes DOGGR (California Department of Oil, place at that locale. At locations where Department of Oil, . Gas, and Geothermal spillage of fluids from the petroleum Gas, and Resources) extraction process has occurred, the soils Geothermal will be remediated using appropriate Resources) techniques. Removal of petroleum contamination will also alleviate the generation of hydrogen sulfide and its attendant odor. These activities would fall under the direction of both local and State agencies, which would "sign off" on, the remediation effort upon completion. If unforeseen areas of subsurface contamination are encountered during excavation activities, these activities would �j be curtailed in this area until the area could be evaluated and remediated as appropriate. Cultural and Scientific Resources M z ■ Mitigation Measure 4.12-A: Prior to City the commencement of new construction Redevelopment that would displace or require Agency/Developer demolition of potentially significant resources, a complete assessment shall S The Strand at Downtown Huntington Beach U� IN .,z O Mi tigatiort Monitoring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timing/ MitigationMeasuar Responsible Entity Monitor ActionbyMonitor Frequency Compliance Clieck Verification be prepared for any of the potentially historic buildings identified in the present report within the Merged Project Area. At a minimum, this assessment shall include the following documentation: ■ A full description of each building architectural style, roof design, window design, type of foundation, exterior wall treatments, special architectural features, etc.. ° Black and white photographs showing one or more facades of each building ■ A determination of construction date from existing records such as building permit record books on file . in the Planning Department at the City. In the event that records cannot be located for some of the buildings, interviews should be conducted with members of the local historical society or other individuals who may have relevant data to share. ° A competent architectural historian should be consulted prior to the demolition of any of the potentially historic buildings identified in the present study. Additional measures may be implemented as a result, If necessary to prevent an adverse impact. Mitigation Measure 4.12-13: Should any City cultural artifacts, archaeological resources Redevelopment or paleontological resources be uncovered Agency/Developer during grading or excavation, a County of Orange certified archaeologist or paleontologist shall be contacted by the Community Development Director to : 1) ascertain the significance of the resource, 2) M. establish protocol with the City to protect z such resources, 3) ascertain the presence of --�f additional resources, and 4) provide additional monitoring of the site, if deemed appropriate. '� /6. City of Huntington Beach Res. No. 340 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF. HUNTINGTON BEACH I, CONNIE BROCKWAY, Clerk of the Redevelopment . Agency of the City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a regular meeting of said Redevelopment Agency held on the 215t clay of October 2002, and that it was so adopted by the following vote: AYES: Green, Dettloff, Winchell, Bauer NOES: Boardman, Cook ABSENT: Houchen (out of room) ABSTAIN: None Clerk of the Redevelopmen#rAgency of the City of Huntington Beach, CA RESOLUTION NO. 2002-107 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA, APPROVING AND MAKING CERTAIN FINDINGS PURSUANT TO HEALTH AND SAFETY CODE:SECTION 33433 FORA:THIRD IMPLEMENTATION AGREEMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND CIM/HUNTINGTON, LLC WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Agency") is engaged in activities necessary to execute and implement the redevelopment plan ("Redevelopment Plan") for the Merged Redevelopment Project Areas of Huntington Beach (collectively the "Merged Project Area"); and The Agency proposes to enter into a Third Implementation Agreement ("Implementation Agreement") with CIM/Huntington, LLC ("Developer") which supplements, modifies or incorporates by reference the terms of that certain Disposition and Development Agreement by and between Agency and Developer, dated as of June 17,1999 (the "DDA"), as previously supplemented by that certain First Implementation Agreement dated as of April 6, 2000 and that certain Second Implementation Agreement dated as of March 5, 2001 (the DDA as amended, and the First, Second and Third Implementation Agreements shall be collectively referred to herein as the "Agreement"); and Pursuant to the Agreement, the Agency proposes to transfer to Developer that certain real property within the boundaries of the Merged Project Area set forth with particularity in the Agreement (the "Property"); and Pursuant to the California Community Redevelopment Law (California Health and Safety Code, Section 33000 et seq.) the Agency and the City Council held a joint public hearing on the Agreement, having duly published notice of such public hearing and having made copies of the proposed Agreement and other reports and documents (including the summary referred to in Section 33433) available for public inspection and copying; and The City Council has duly considered all terms and conditions of the proposed transaction, and believes that it is in the best interests of the Merged Project Area and the City and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law and requirements; NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Huntington Beach, California, as follows: Section 1. All recitals set forth in this resolution are true and correct. GAFIELD\2002 RESOLUTIONTOUNCIL 33433 RESOL.DOC ` Res. No. 2002-107 Section 2. The consideration to be received by the Agency for the transfer of the Property is not less than the fair reuse value and fair market price of the Property determined at the use and with the conditions, covenants, and development costs required by the Agreement. Section 3. The transfer of the Property to the Developer pursuant to the Agreement will assist in the elimination of blight in the Merged Project Area. Section 4. The City Council hereby finds and determines that the transfer of the Property pursuant to the Agreement is consistent with the implementation plan adopted pursuant to Section 33490 of the Health and Safety Code. Section 5. The City Council hereby consents to the Agency's use of its authority under Health and Safety Code Section 33421 in carrying out the provisions of the Agreement and finds and determines that such use by the Agency of its authority under Section 33421 is necessary to effectuate the purposes of the Redevelopment Plan. Section 6. The proposed Agreement is hereby approved .in substantially the form presented at this meeting, with such minor changes as may be approved by the Executive Director of the Agency with the approval as to form by the Agency General Counsel. Section 7. The City Council hereby authorizes the City Clerk to deliver a copy of this Resolution to the Executive Director and members of the Agency. A copy of the Agreement when executed by the Agency shall be placed on file in the office of the City Clerk. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 21st day of October , 2002. xat&g &Akol ATTEST: City Clerk REVIEWED AND APPROVED: City Adreffnistrator Mayor APPROVED AS TO FORM: City Attorney, f� Gl-�-i /v—//—bZ INITIAUD APPROVED: (,-7 � /&", Director of Economic Brevelopment 2 GAFIELD\2002 RESOLUTION\COUNCIL 33433 RESOL.DOC Ll Res. No. 2002-107 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, CONNIE BROCKWAY, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at an regular meeting thereof held on the 215t day of October, 2002 by the following vote: AYES: Green, Dettloff, Houchen, Winchell, Bauer NOES: Boardman, Cook ABSENT: Houchen ABSTAIN: None City Clerk and ex-officio C rk of the City Council of the City of Huntington Beach, California From the desk of: /o -31-02 City ®f Huntington Beach P.O. Box 190 - 2000 Main Street Huntington Beach, California 92648 www.ci.huntington-beach.ca.us Connie Brockway, CMC City Clerk Telephone: (714) 536-5404 Fax: (714) 374-1557 2 "'V w Council/Agency Meeting Held: /0-,11-3 z. Deferred/Continued to: ®'Approved ❑ Conditionally Approved ❑ Denied City Clerk's Signature Council Meeting Date: October 21, 2002 Department ID Number: ED 02-34 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL/REDEVELOPMENT AGENCY ACTION SUBMITTED TO: HONORABLE MAYOR/CHAIRMAN AND CITY COUNCIL MEMBERS/REDEVELOPMENT AGENCY MEMBERS SUBMITTED BY: RAY SILVER, City Administrator/Executive Director4W PREPARED BY: DAVID C. BIGGS, Director of Economic Develop ment/Deputy Executive Director / SUBJECT: Approve Third Implementation Agreement with CIM Group, LLC for the Redevelopment of Blocks 1041105 Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: The Redevelopment Agency is a party to a Disposition and Development Agreement (DDA) with CIM/Huntington, Inc., for the redevelopment of Blocks 104/105 in Downtown Huntington Beach. The Third Implementation Agreement, attached herewith, addresses the Court of Appeals Decision and amends the Schedule of Performance. Funding Source: CIM/Huntington Beach, Inc., will be the primary party responsible for advancing the funds for the redevelopment of the project on Blocks 104/105 now known as The Strand project. The Redevelopment Agency's obligations for repayment of the Developer's Advance will come from future project generated revenues. Recommended Action: r City Council/Redevelopment Agency Lotion to 1. Open and conduct the Public Hearing. r 2. Close the Public Hearing. - Redevelopment Agency Motion to 1. Approve the Third Implementation Agreement by and between the Redevelopment Agency and CIM Group, LLC and authorize the Agency Chairman and Agency Clerk to execute the agreement. ?� I / • REQUEST FOR COUNCIL/REDEVELOPMENT AGENCY ACTION MEETING DATE: October 21, 2002 DEPARTMENT ID NUMBER: ED 02-34 2. Adopt Resolution No. --33 F of the Redevelopment Agency of the City of Huntington Beach, California, approving and making certain findings pursuant to the Health and Safety Code Section 33433 for a Third Implementation Agreement to Disposition and Development Agreement between the Redevelopment Agency of the City of Huntington Beach and CIM/Huntington, LLC. (Attachment No. 5) 3. Adopt Resolution No. 3 of the Redevelopment Agency of the City of Huntington Beach, California (Agency), certifying that the Agency has reviewed and considered the information in The Strand at Downtown Huntington Beach Project Environmental Impact Report No. 01-02, making certain findings regarding the environmental effects of the proposed project, and adopting a Mitigation Monitoring Program and Statement of Overriding Considerations. (Attachment No. 6) City Council Motion to: 4. Adopt Resolution No. ;?002-/07of the City Council of the City of Huntington Beach, California, approving and making certain findings pursuant to the Health and Safety Code Section 33433 for a Third Implementation Agreement to Disposition and Development Agreement between the Redevelopment Agency of the City of Huntington Beach and CIM/Huntington, LLC. (Attachment No. 7) Alternative Action(s): Not approve the Third Implementation Agreement to the DDA Analysis: Blocks 104/105 are the area bounded by Main Street, Walnut Avenue, Sixth Street, and Pacific Coast Highway in Downtown Huntington Beach. The development site covered by the CIM/Huntington Disposition and Development Agreement (DDA) and the Second Implementation Agreement excludes the Oceanview Promenade building, the properties along Main Street, the Bagstad property and the historic Worthy property. The project proposed for the site includes a mix of retail and office space, a 152-room hotel, restaurants and two stories of subterranean parking encompassing approximately 405 spaces. Recently the Planning Commission held a public hearing (September 24, 2002) to approve the Environment Impact Report and at a subsequent meeting (October 1, 2002) approved the project entitlements. This included the Tentative Tract Map, a Conditional Use Permit with Special Permits and a Coastal Development Permit. The Third Implementation Agreement addresses the Court of Appeals Decision which indicated that the previously entered into Cooperation Agreement between the City and the Redevelopment Agency pledging sales taxes and transient occupancy taxes to the Agency violated the municipal debt limitation of Section 18 of the California Constitution. It modifies the Agency pledge of funds to include an amount up to the prior City pledge of funds under the previous Cooperation Agreement. Hence, sales taxes will not be used to assist in the redevelopment of the project and instead are replaced with a greater share of the Agency's transient occupancy taxes and other general revenues of the Agency if needed. The Third G:\Gus\REDEV\CIM104-105\RCA\RCA3rdlmpAgree.doc -2- 10/16/2002 11:52 AM REQUEST FOR COUNCIL/REDEVELOPMENT AGENCY ACTION MEETING DATE: October 21, 2002 DEPARTMENT ID NUMBER: ED 02-34 Implementation Agreement also clarifies the participation payment definitions, adds language clarifying the Agency's shortfall reimbursement procedures, revises the site to a reduced level and reduces the scope of development accordingly. It also updates the current proposed project to conform to the entitlements recently approved for the project by the Planning Commission on October 1, 2002. Moreover, a modified Schedule of Performance is adopted by this agreement and it provides for mutual releases between the Agency and CIM, and provides mutual indemnification with the waiver provisions having been enhanced. Environmental Status: On September 24, 2002 the Planning Commission approved Environmental Impact Report No. 01-02 - The Strand at Downtown Huntington Beach. As part of tonight's actions, the Redevelopment Agency will be adopting a resolution certifying EIR No. 01-02. The City Council will also be asked to certify the EIR by adopting a separate resolution on the EIR as part of another item on tonight's agenda. Attachment(s): 1. Third Implementation Agreement to Disposition and Development Agreement 2. Summary Report Section 33433 3. Reuse Valuation Report 4. Environmental Impact Report — Available for review in the Office of the City Clerk 5. Resolution No. 3 3 1 of the Redevelopment Agency of the City of Huntington Beach making certain findings pursuant the Health and Safety Code Section 33433. 6. Resolution No. 3 6 of the Redevelopment Agency of the City of Huntington Beach certifying Environmental Impact Report No. 01-02 of The Strand Project. 7. Resolution No. Qwa -161 of the City Council of the City of Huntington Beach making certain findings pursuant the Health and Safety Code Section 33433. RCA Author: Gus Duran X1529 G:\Gus\REDEV\CIM104-105\RCA\RCA3rdlmpAgree.doc -3- 10/16/2002 11:52 AM Attachillwnt No. NOTICE OF A JOINT PUBLIC HEARING BY THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AND THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REGARDING THE PROPOSED DISPOSITION OF PROPERTY TO CIM/HUNTINGTON, LLC. NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington Beach (the "City Council") and the Redevelopment Agency of the City of Huntington Beach (the "Agency") will hold a joint public hearing on Monday, October 21, 2002, at 7:00 p.m., or as soon thereafter as the matter may be heard, in the Council Chambers at Civic Center, 2000 Main Street, Huntington Beach, California, 92648, pursuant to the California Community Redevelopment Law (Health and Safety Code, Sections 33000, et seq.), for the purpose of considering the proposed disposition of property to CIM/HUNTINGTON, LLC (the "Developer"), in accordance with the California Community Redevelopment Law and pursuant to a proposed Third Implementation Agreement to Disposition and Development Agreement, by and between the Agency and Developer. The proposed Third Implementation Agreement supplements, modifies or incorporates by reference the terms of that certain Disposition and Development Agreement dated as of June 17, 1999 (the "DDA"), as previously supplemented by that certain First Implementation Agreement dated as of April 6, 2000 and that certain Second Implementation Agreement dated as of March 5, 2001 (the DDA and the First, Second and Third Implementation Agreements shall be collectively referred to herein as the "Agreement"). The property proposed to be transferred to the Developer (the "Property") is bounded by Pacific Coast Highway, Sixth Street, Walnut Avenue and the alley between Fifth Street and Main Street in Huntington Beach, California, but does not include Ocean View Promenade, the retail buildings fronting on Main Street, the El Don Liquor building, or the Worthy property at the corner of Sixth and Walnut (Blocks 104 and 105). The Property consists of parcels that are presently owned by the Agency (collectively, "Parcel A") and a parcel currently owned by third parties, but which is subject to a Ground Lease and Option to Purchase Fee dated as of March 8, 2000, by and between the owners of the parcel, the Agency, and CIM/HUNTINGTON, INC., Developer's predecessor in interest (the "Leased Premises"). The public hearing will be held to consider: The proposed transfer of the Property by the Agency to the Developer, to be accomplished pursuant to the Agreement through a Sale of Parcel A and a Sublease with Option to Purchase Fee of the Leased Premises; and 2. The proposed Third Implementation Agreement to Disposition and Development Agreement submitted to the City Council, which provides for the proposed sale of the Property by the Agency to the Developer. r The following documents are available for public inspection and copying during regular office hours at the offices of the City Clerk at 2000 Main Street, Second Floor, Huntington Beach, California, 92648: A copy of the proposed Third Implementation Agreement to Disposition and Development Agreement. 2. A summary report that describes and specifies: (a) The costs to be incurred by the Agency under the proposed Third Implementation Agreement to Disposition and Development Agreement; (b) The estimated value of the interests to be sold and/or leased pursuant to the Third Implementation Agreement to Disposition and Development Agreement, determined at the highest and best uses of the Property permitted by applicable law; (c) The estimated value of the interests to be sold and/or leased pursuant to the proposed Third Implementation Agreement to Disposition and Development Agreement, determined at the use and with the conditions, covenants and development costs required by the Third Implementation Agreement to Disposition and Development Agreement; (d) The sale price and/or the rent that the Developer will be required to pay pursuant to the Third Implementation Agreement to Disposition and Development Agreement; (5) If the sale price and/or rent and other consideration is less than the fair market value of the interests to be sold and/or leased, determined at the highest and best use, an explanation of the reasons for the difference; (f) An explanation of why the sale and/or lease of the Property will assist in the elimination of blight in the Main -Pier Redevelopment Project. 3. A copy of Environmental Impact Report No. 01-02, certified by the Planning Commission on September 23, 2002, which relates to the proposed development of the Property. At the joint public hearing you may appear and be heard, or you may write to the City Clerk's Office at 2000 Main Street, Second Floor, Huntington Beach, California, 92648, in support of or in opposition to this matter. If you plan to attend the hearing, staff suggests that you contact the City Clerk's Office at (714) 536 -5227 the Friday prior to the scheduled date to confirm that the hearing has not been rescheduled. If you challenge this matter in court, you may be limited to raising only those issues that were raised at this joint public hearing or in written correspondence delivered to the City Clerk at or before the hearing. G:\GUS\REDEV\CIM 104-105\NOTICEOFJ PH.DOC egal Notices epartment at ; to the City 5227 2, at 7:00 on Beach, following ME PARK quest: To obilehome ubdivision hate law. ly a Planni iia 92& a availal 11 Talbi taring and )plications In's action 2s you ' or notice, or or to, the ich Zoning Planning ;rk by you and must iplicant or must be ve- Dollars is filed b 3erk withii mmission' der to th 102= O + Legal Notices 26401 L gI.Nnt ras ®�AI s _ --- v rrervamage �ervlces; PiGllle on 09�27/SLr 7hg rel ).) Aladdin Carpet & I r 20026918607 1 menced The following persons + bus' 1phoi�_Cleaning, E.) a 4,,; untington Beach Inde- Services,' F.) Aladdin Coast Suite 31,2002 102-196 Construction, G.) Alad- Highway, A din Interiors. H.) Aladdin Huntington Beach, CA 92648 NOTICE OF A JOINT PUBLIC HEARING BY THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AND THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REGARDING THE PROPOSED DISPOSITION OF PROPERTY TO CIM/HUNTINGTON, LLC , NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington Beach (the "City Council") and the Redevelopment Agency of the City of Huntington Beach (the "Agency") will hold a joint public hearing on Monday, October 21, 2002, at 7:00 p.m., or as soon thereafter as the matter may be heard, in the Council Chambers at Civic , Center, 2000 Main Street, Huntington Beach, California, 92648, pursuant to the California Community Redevelopment Law (Health and Safety Code, Sections 33000, et seq.), for the purpose of considering the proposed disposition of property to CIM/ HUNTINGTON, LLC (the "Developer"), in accordance with the -California Community Redevelopment Law and pursuant to a proposed Third Implementation Agreement to Disposition and Development Agreement, by and between the Agency and Developer. The proposed Third Implementation Agreement supplements, modifies or incorporates by reference the terms of that certain Disposition and Development Agreement dated as of June 17, 1999 (the "DDA" ), as previously supplemented by that certain First Implementation Agreement dated as of April 6, 2000 and that certain Second Implementation Agreement dated as of March 5, 2001 (the DDA and the First, Second and Third Implementation Agreements shall be collectively referred to herein as the "Agreement"). The property proposed to be transferred to the Developer (the "Property") is bounded by Pacific Coast Highway, Sixth Street, Walnut Avenue and the alley between Fifth Street and Main Street in Huntington Beach, California, but does .not include Ocean View Promenade, the retail buildings fronting on Main Street, the El Don Liquor building, or the Worthy property, at the corner of Sixth and Walnut (Blocks 104 and 105). The.Property consists of parcels that are presently owned by the Agency (collectively, "Parcel A") and a parcel currently owned by third parties, but which is subject to a Ground Lease and Option to Purchase Fee dated as of March 8, 2000, by and between the owners of the parcel , the Agency, and CIM/HUNTINGTON, INC., Developer's predecessor in interest (the "Leased Premises"). The public hearing will be held to consider: 1. The proposed transfer of the Property by the Agency to the Developer, to be accomplished pursuant to the Agreement through a Sale of Parcel A and a Sublease with Option to Purchase Fee of the Leased Premises- and 2. The proposed Third-. Implementation Agreement to Disposition and Development Agreement submitted to the City Council, which provides for the proposed sale of the Property by the Agency to the Developer. The following documents,are available for public inspection 'and copying during regular office hours at the offices of the City Clerk at 2000 Main Street, Second Floor, Huntington Beach, California, 92648; ' 1. A copy of the proposed Third Implementation .Agreement to Disposition and Development Agreement. 2. A summary report that describes and specifies: (a) The costs to be incurred by the Agency under the proposed Third Implementation Agreement to Disposition and Development Agreement; (b) The estimated value of the interests to be sold and/or leased pursuant to the Third Implementation Agreement to Disposition and Development Agreement, determined at the highest and best uses of the Property permitted by applicable law; (c) The estimated value of the interests to be sold and/or leased, pursuant to the proposed Third Implementation Agreement to Disposition , and Development Agreement, determined at the use and with the conditions, covenants and development costs required by the Third Implementation Agreement to Disposition and Development Agreement; (d) The sale price and/or the rent that the Developer will !be required to pay pursuant to the Third Implementation Agreement to Disposition and Development Agreement; (5) If, the sale price and/or rent and other consideration is less than the fair market value of the interests to be sold and/or leased, determined at the highest and best use, an explanation of the reasons for the difference; (f) An explanation of why the sale and/or lease of the Property will assist in the elimination of blight in the Main -Pier Redevelopment Project. 3. A copy of Environmental Impact Report No. 01-02, certified by the Planning Commission on September 23, 2002, which relates to the proposed development of the Property. . At the joint public hearing you may appear and be heard, or you may write to the City Clerk's Office at 2000 Main Street, Second Floor, Huntington Beach, California, 92648,.in support of or in opposition to this matter. If you plan to attend the hearing, staff suggests that you contact the City Clerk's Office at (714) 536,-5227 the Friday prior to the scheduled date to confirm that the hearing has not been rescheduled. If you challenge this matter in court, you may be limited to raising only those issues that were raised at this joint public hearing or in written -correspondence delivered -to the .City -Clerk ator-before the hearing. Published Huntingto I, Beach Independent October-10, 17, 2002_-D 102-183 02 Kowit This filed wi Clerk of transact under the ne or names o�r'Lff-'t7'� :hong ement was the County Inge County TRUS EE'S SALE Title Ord No. 1243779, Trustee S le No. C-5236 Reference No. 02111404 7 APN 153- 063-19 YOU ARE N DEFAULT UNDER DEED OF TRUST D ED MARCH 9, 1994. U LESS YOU TAKE A TION TO PROTECT YOUR PROPER IT MAY BE SOLD AT PUBLIC SALE. IF OU NEED AN EXPLA TION OF THE NATU OF THE PROCEED[ S AGAINST U, YOU SHOULD C NTACT A LAWYER. On October 1, 2002 at 2:00 P.M., Robert E. Weiss Incor >orated as the duly, appointed Trustee ui der and pursuant to Deed of Trust, rec iled on March 14, 1994 as Document No. 94- 0176601 Official Records in t Office of the Recorder f Orange County, California, executed by: effrey . A De Loach and ail C De Loach,husban and wife as joint to nts, as as benenci WILL SELL AT UBLIC AUCTION T THE HIGHEST BIDD R FOR CASH (payable at time of sale In la money of the United S tes, by cash, a cashie check drawn by a tate or national bank, check drawn by a tate or federal credit u ion, or a check drawn b a state or federal sav ngs and loan associatio , savings association, o savings bank specified n section 5102 of the Financial Code and autl orized to do business in this state). At: the tiorth front entrance to County Courthouse. 0 Civic Center Drive West, Santa Ana, CA all right, title and interest conveyed to a d now held by It and r said Deed of Trust 'n the property situated said County. Cal omia descritxng the land therein: As more fully described on said ed of Trust. The prop rty I (Jhul a1TR5- tivsnCS�- .S Con-- ducted by: an individual Have you started doing business yet? Yes, 01/01/02 Lam C. Nguyen This statement was filed with the County Clerk of Orange County on 09/13/02 20026916933 heretofore described is being sold "as is". The street address and other common designation, if any, of the real property described above Is purported to tie: 8241 Hayes Circle, Huntington Beach, CA 92646 The undersigned Trustee disclaims any liability for any irlcotrectness of the street address and other common designation, if any, shown herein. Said sale will be made, but without covenant or warranty, expressed or implied, regarding title, possession, or encumbrances, to pay the remaining principal sum of .the note(s) ,secured by said Deed of Trust, with interest thereon, as provided in said note(s), advances, -if any, under the terms of the peed of Trust, estimated fees, charges and expenses of the Trustee.and of the trusts created by said Deed of Trust, to -wit: $168,441.66 Estimated. Accrued interest and additional advances, if any; will increase this figure prior to sale. " The beneficiary under said Deed of Trust heretofore executed and delivered to the undersigned a written Declaration of Default and Demand for Sale, and a written Notice of Default and Election to Sell. The undersigned caused said Notice of Default and Election to Sell to be recorded in the county where the real property is located and more than three months have elapsed since such recordation. Date: October 7, 2002 Robert E. Weiss Incorporated, as Trustee Attn: Foreclosure Dept 920 Village Oaks Drive, Covina, CA 91724 Telephone Number: (626) 967-4302 Cris A Klingerman, Esq. We are attempting to collect a debt, and any information we obtain will be used for that purpose. C-5236 10/10/02, 10117/02, 10/24/02- CNS- 451386# BEACH �,ADV0fi sti6 O ctobe ilia _. - Huntington Beach Inde- pendent Oct. 3, 10, 17, 24, 2002 010-168 Fictitious Business Now Statement The following persons j ate doing business as: Designers Furniture Outlet Center, 500 #C Warner Ave., Santa Ana, CA 92702 Lan Anh Nguyen, 14849 Dillow St., Westminster, CA 92683 This business is con- ducted by: an individual Have you started doing business yet? No Lan Anh Nguyen This statement was filed with the County Clerk of Orange County on 10/01/02 20026918918 Huntington Beach Inde- pendent Oct, 3, 10, 17, 24,2002 010-179 Fictitious Business' Name Statement The following persons are doing business as: z Coast Line Funding, 418 Bolero Way, Newport Beach, CA 92663 Donna M. Warndahl, 418 Bolero Way, Newport Beach, CA 92663 This business is con- ducted by: an individual . Have you started doing business yet? Yes, 10/12/95 Donna M. Warndahl This statement was filed with the County Clerk of. Orange County on 09/13/02 20026916935 Huntington Beach' Inde- pendent Sept.. 19, 26, Oct. 3, 10, 2002 093-122, Fictitious Business Home Statemem The following persons are doing business as: Game Day Legends, 7442 Upper., Bay Dr., Hun- tington Beach, CA 92648 Erich ' Ekstedt, 7442 Upper Bay Dr., Hun- tington Beach, CA 92648 This business is con- ducted by: an individual Have you started doing business yet? No Erich Ekstedt This statement was filed with the County Clerk of Orange County on 09/19/02 20026917526 Huntington Beach Inde- pendent Oct. 3, 10, 17, 24,2002 010-180 Sell your unwanted items the easy way! Place a . Classified ad today! 949 642-5678 Connie Brockway, City Clerk City of Huntington Beach Office of the City Clerk P.O. Box 190 Huntington Beach, CA 92648 V b 10 21-tiz 3 LEGAL NOTICE - PUBLIC HEARING i� � �... `� ��ssr+..y, •j�. w�. i°%��k•i l�.: ". 1. 'T 937-19-232 CITY OF HUNTINGTON BEACH 2000 MAIN ST HUNTINGTON BEACH, CA 92648 III lfffIII III! iffltfiifliffftfllfffifflfIifIII ifIII if)?IJ IIII N2 Y-Sat.-_Oct._5 _M02 Th-e Orange - unty_Regis_ter ® - Classified (877) 469-7344 An k Call 1-877-4 MY REGISTER, ext. 3002 in Fax 714-796-2238 NOTICE OF A JOINT PUBLIC HEARING BY THE FICTITIOUS BUSINESS FICTITIOUS BUSINESS ' FICTITIOUS BUSINESS CITY COUNCIL OF THE CITY OF HUNTINGTON NAME STATEMENT NAME STATEMENT NAME STATEMENT BEACH AND THE REDEVELOPMENT AGENCY OF 20026913841 20026919224 20026913700 THE CITY OF HUNTINGTON BEACH REGARDING The following person(s) is THE PROPOSED DISPOSITION OF PROPERTY TO The following persons) is (are) doing business as: The following persons) is CIM/HUNTINGTON, I.I.C. (are) doing business as: BMPH (are) doing business as: Best Buy Auto Sales 13067 Casa Linda Ln #J Bargain Igloo - NOTICE IS HEREBY GIVEN that the City Council of the 2234 E. Lizbeth Court Garden Grove, CA 7545 Irvine Center City of Huntington Beach (the "City Council") and the Rede- velopment Agency of the City of Huntington Beach (the "Agency") Anaheim, CA 92806 Full name of Registrant(s): 92844.1415 - Full name of Registrant(s): Brian P. Bui I Drive, Suite 200 Irvine, CA 92618 Full name of Registrant(s): will hold a joint public hearing on Monday, Octc- ber 21, 2002, at 7:00 p.m., or as soon thereafter as the mat- ter may be heard, in the Council Chambers at Civic Center, Virginia Reyes 2234 E. Lizbeth Court Anaheim, CA 92806 13067 Casa Linda Ln. #J Garden Grove, CA Frank Emerson Cori 1�262 Harbor Blvd. #36 2000 Main Street; Huntington Beach, California, 92648, pur- This business is conducted 92844-1415 Garden Grove, CA 92840 suant to the California Community Redevelopment Law Safety by an individual. The This business is conducted by an individual, This business is conducted by an individual. (Health and Code, Sections 33000, et seq.), for the of considering the disposition registrant commenced to transact business The registrant commenced The registrant commenced purpose proposed of proper- ty to CIM/HUNTINGTON, LLC (the "Developer"), in accord- under the fictitious name or names to transact business under to transact business under'. ante with the California Community Redevelopment Law and pursuant to a proposed Third Implementation Agree- listed above on: n/a /s/ Virginia Reyes the fictitious name or names listed above on: n/a rthe fictitious name or names'. listed above on: n/a ment to Disposition and Development Agreement, by and between the Agency and Developer. This statement was filed with the County Clerk of Or- /s/ Brian P. Bui This statement was filed /s/ Frank Emerson Cori This statement was filed The proposed Third Implementation angge County on 8/16/02 Publish:Orange County Reg- with the County Clerk of Or- ange County on 10-03-02 with the County Clerk of Or - ange County on 8/15/02.. Agreement supple- meats, modifies incorporates by terms ister September 14, 21, 28, Publish: The Orange County Publish: Orange County Regg- or reference the of that certain Disposition and Development Agreement dated October 5, 2002 Register, October 5, 12, 19, ister September 14, 21, 21 as of June 17 1999 (the "DDA") as previousl supplement- R2469/5370983 26, 2002 R-2669 5403913 October _ 5, 2002 ed by that certain First Implementation Agreement dated as of April 6, 2000 and that certain Second Implementation PUBLIC NOTICE Agreement dated as of March 5, 2001 (the DDA and the NOTICE OF PUBLIC HEARING First, Second and Third Implementation Agreements shall be collectively referred to herein as the "Agreement..)' NOTICE OF RESOLUTION TO INCREASE LEVEL 1 The property proposed to be transferred to"the Developer SCHOOL FACILITIES FEES FOR RESIDENTIAL AND (the "Property") is bounded by Pacific Coast Highway, COMMERCIAUINDUSTRIAL DEVELOPMENT BY Sixth Street, Walnut Avenue and the alley between Fifth PLACENTIA-YORBA LINDA UNIFIED SCHOOL DISTRICT Street and Main Street in Huntington Beach, California but PURSUANT TO EDUCATION CODE SECTION 17620 AND does not include Ocean View Promenade, the retail build- GOVERNMENT CODE SECTION 65995,-T _SEO ings fronting on Main Street, the El Don Liquor building, or NOTICE IS HEREBY GIVEN that the governing board of the the Worthy property at the corner of Sixth and Walnut 9 9 (Blocks 104 and 105). The Property consists of parcels that Placentia-Yorba Linda Unified School District ("District"), at are presently owned by the Agency (collectively, "Parcel its regular board meeting to be held on October 8, 2002, A") and a parcel currently owned by third parties, but which will consider adopting an increase in its Level 1 school facili- is subject to a Ground Lease and Option to Purchase Fee ties fee to $2.14 per square foot for residential construction dated as of March 8, 2000, by and between the owners of and $0-�4_ per square foot for all cagegories of the parcel , the Agency, and CIMMUNTINGTON, INC.; De- commercial/industrial construction within the boundaries of veloper's predecessor in interest (the "Leased Premises"). the District, except for Hotel/Motel development (which shall be charged at $0.30_per square foot). The public hearing will be held to consider: The meeting of the District's governing board will be in at 1. The proposed transfer of the Property by the Agency to 7:00 p.m. at 4999 Casa Loma Avenue, Yorba Linda, CA. in the Developer, to be accomplished pursuant to the the Board Room. Documents regarding the proposed Agreement through a Sale of Parcel A and a Sublease with school facilities fee increases are available for public review Option to Purchase Fee of the Leased Premises; and at the District office at the Reference Desk at the following public Libraries. 2.The proposed Third Implementation Agreement to Disposition and Development Agreement submitted to the Anaheim Library Brea Library City Council, which provides for the proposed sale of the 2650 W. Broadway 1 Civic Center Circle Property by the Agency to the Developer. Anaheim Brea The following documents are available 'for public Fullerton Library" Placentia Library inspection and copying during regular office hours at the 353 W. Commonwealth Avenue 411 E. Chapman Avenue offices of the City Clerk at 2000 Main Street, Second Floor, Fullerton Placentia Huntington Beach, California, 92648: Yorba Linda Library 18181 Imperial Highway 1. A copy of the proposed Third Implementation Agreement Yorba Linda to Disposition and Development Agreement. Questions and/or comments should be directed to Mike 2.A summary report that describes and specifies: Bailey, Director of Facilities & Planning at (714) 985-8434. SUMMONS ON CROSS -COMPLAINT Publish: Orange County Register, Sept.25.26.27.28.29, 30, (CITACION JUDICIAL) (a) The costs to be incurred by the Agency under the Oct.1,2,3,4,5,6 7, 2002 R-2508 5377972 NOTICE TO CROSS -DEFENDANTS: (Aviso a Acusado) proposed Third Implementation Agreement to Disposition Dutchman Plastering, Inc.; and ROES 1 through 100, and Development Agreement; PUBLIC NOTICE Inclusive. YOU A13E BEING SUED BY CROSS -COMPLAINANTS: (b) The estimated value of the interests to be sold and/or REQUEST FOR PROPOSALS (RFP) 2-104t (A ud. le esta demandando) leased pursuant to the Third Implementation Agreement PREVENTIVE MAINTENANCE FOR LNG HAPELL INDUSTRIES„ INC., and SHAPELL INDUSTRIES to Disposition and Development Agreement, determined FUELING STATIONS - INC., as Successor by Merger with S & S CONSTRUCTION at the highest and best uses of the Property permitted by CO. applicable law; The Orange County Transpportation Authority (Authority) pro- CASE NUMBER 01CC13378 posals from qualified Vendors to provide Preventive Mainte- DEPT. C-26 (c) The estimated value of the interests to be sold and/or nance for LNG Fueling Stations You have 30 CALENDAR DAYS after this summons is leased pursuant to the proposed Third Implementation served on you to file a typewritten response at this court. Pre -proposal Conference held October 8, 2002 at A letter or phone call will not protect you; your typewritten, Agreement to Disposition and Development Agreement, determined at the use and with the conditions, covenants 8:00 a.m, at the Authority's Garden Grove Base, response must be in proper legal form if you want the court and development costs required by the Third 11790 Cardinal Circle, Garden Grove, California, to hear your case. Implementation Agreement to Disposition and Room 160 , If you o not file your response on time, you may lose the case, and our wages, money and property may be taken - Development Agreement; - _ - - _ 9 .r.. Proposals are due by no later than 2.00 p.m. on wEthou' fort er warning -m the court. (d) The sale price and/or the rent that the Developer will October i8, 2002. There are other legal requirements. You may want to call an be required to pay pursuant to the Third Implementation rn attorney right away. If you do not know an attorney, you Agreement to Disposition and Development Agreement; - For a copy of RFP 2-1041, fax requests to (714) 560-5792, may call an attorney referral service or a legal aid office call (714) 560-5922, or e-mail to listed in the phone book). (a) If the sale price and/or rent and other consideration is RF_P_IFB_Requests@octa.net. espues de que le entreegguen esta citation judicial 'usted less than the fair market value of the interests to be sold tiene un plazo de 30 DIAS CALENDARIOS para presentar and/or leased, determined at the highest and best use, an Vendors interested in doing business with the Authority are una respuesta escrita a maquina en esta corte. A explanation of the reasons for the difference; required to register their business on-line at www.octa.net Una Carta o una Ilamada telefonica no le ofrecera (click on CM M NET to register). Registration must occur protection; su respgeta escrita a maquina tiene que cumplir (f) An explanation of why the sale and/or lease of the with one or more of the following commodity codes: con [as formalidades legales apropiadas si usted ggere pproperty will assist in the elimination of blight In the Main- que la corte escuche su caso. Pier Redevelopment Project. Category Si usted no presents su respuesta a tiempo, puede perder Fuel &- Lubricants; Equipment el caso, y le pueden quitar su salario, su dinero y otras 3. A copy of Environmental Impact Report No. 01-02, Sales, Service cosas de su propiedad sin aviso adicional por parte de la certified by the Planning Commission on September 23, Services'(Miscellaneous) corte. 2002, which relates t the proposed development of the Existen otros requisitos legales. Puede que usted quiera mm Property. Coodity(s): Ilamar a un abogado inmediatamente. Si no Conte' a un Fuel & Lubricant Equipment- abogado, puede flamer, a un serviao de referencia de At the joint public hearing you may appear and be heard, Safes & Service abogados o a una oficina de ayuda legal (vea el directorio or you may write to. the City Clerk's Office at 2000 Main Fuel & Lubricants telefonico). Street, Second Floor, Huntington Beach, California, 92648, The name and address of the court is: (El nombre y n support of or in opposition to this matter. If you plan to Publish: Orange County Register, October 5,10, 2002 direction de Is corte es) attend the hearing, staff suggests that you contact the City R-2674 / 5404322 SUPERIOR COURT OF CALIFORNIA Clerk's Office at (714)- 536 -5227 the Friday prior to the CENTRAL JUSTICE CENTER 700 Civic Center Drive West scheduled date to, confirm that the hearing has not been SUMMONS ON CROSS -COMPLAINT rescheduled. P.O. Box 1994 (CITACION JUDICIAL Santa Ana, California 92702 NOTICE TO CROSS -DEFENDANTS: (Aviso a Acusado) The namc, ddrasz, and tsfephcrc mbe,• of plaintiff's at - if you cnallenge this matter in court, you may be limited to PREMIER PRODUCTS, INC.; and ROES 1 . through 100. torney, or plaintiff without an attorney, is: (El nombre, la raising only those issues that were raised at this joint public Inclusive. direction y el numero de telefono del abogado del hearing or in written correspondence delivered to the City YOU ARE BEING SUED BY CROSS -COMPLAINANTS: demandante, o del demandante que no tiene abogado, es) Clerk at or before the hearing (A ud. le esta demandando) DANA ALDEN FOX SBN 1197611 (213) 624-8700 SHAPELL INDUSTRIES, INC., and SHAPELL INDUSTRIES PHILLIP M. HAYES SBN 115225 Pub Isl h .Orange Counfy_Regisler, INC., as Successor by Merger with S & S CONSTRUCTION LYNBERG & WATKINS (October 5, 12, 2002 , R2663/5404181 CO. CASE NUMBER O1CC13378 888 SOUTH ES, CAFIGUEROA STREET, SUITE 1600 LOT DEPT. C-26 90017 You have 3.0 CALENDAR DAYS after this summons is DATE::APR APR 17 2 200202 NOTICE-INICITINr..HIQS served on you to file a typewritten response at this court. ByN SLATER CLERK, , DEPUTY A letter or phone call will not protect you; our typewritten ,By: Publish: OLGA M County DEPUTY (Delegado) NOTICE IS HEREBY GIVEN that the City of Santa Ana, Cali- response must be in proper leal forif you want court September Orange County Register fornia will receive at City Hall -Ross Annex (M-43), 20 Civic p p p g y September 29, October 5, 12, 19, 2002 R2623, 5395905 Center Plaza, Santa Ana, California 92701, the Public If you d yourcase.file Works Aaency Fourth Floor nnr_-s:....e.-• -- - If yoaud�onot file vour resonncc nn'tima �v_nii�m�,�,i�q�� *tip �"-,.,------ ©( ZZWzZIV FICTITIOUS BUSINESS NAME STATEMENT 20026913797 The following person(s) is (are)) doing business as: All Seasons Resorts, . Inc. 1762 McCaw Ave. Irvine, CA 92614 Full name of Registrant(s): (All Seasons Resorts, Inc: $DE) 857 Birch St., #842 Newport Beach, CA 92660 This business is conducted' by a corporation, The registrant commenced to transact business under the fictitious name or names listed above on: n/a /s/ Raymond Novelli, Pres. This statement was "filed with the County Clerk of Or- ange County on 8,'16/02. Publish: Orange County Reg- ister September 14, 21, 28, October 5, 2002 R2460/5369646 NOTICE OF CHANGE OF PUBLIC MEETING FOR INITIAL STUDY AND ADDENDUM FEIR SCN 1998.031150 San Juan Hills High School Capistrano Unified School District This is a Notice of change of meeting date for considera- tion of the above -noted Ad- dendum by the Capistrano Unified School District. The meeting previously sched- uled for Monday, October 7, 2002, will now be held on Monday_Noyemb» r�1a_2002 at :0-(pm at the Jerome R. Thornsty Education Center, we e u e on c o0 32972 Celle Perfecto, San District shall not be responsi- Juan Capistrano Ca. ble for any accident or injury publish: Orange Coun resulting from purchased Register, October 5, 2002 property. R-2672 5404114 By: Ron Mullins, Supervisor of Purchasing and Stores Publish: Orange County Reg- ister October 5, 12, 20Q2 R2540/5382605 PUBLIC.NOTICE Notice is hereby given that the Fullerton School District will have The Liquidation Company provide auctione'ring services to dis- pose of surplus property, which includes equipment, computers, classroom furni- ture, assorted office furniture and Food Services equip- ment on October 26, 2002. The Auction will be located at The Liquidation Company, 10022 Citrus Avenue, Fontana,California begin- ning at 10:00 A.M. Removal expenses are the re- sponsibility of the successful bidders. Items are; sold "as is" with all faults and no im- ppwarranty. No returns al- d Th Flirt Sh I 4" . , N2�Sat Ocf.-12 2n0 -_The Orange County Regis er The Contractor shall provide bonds to 'secure faithful Publish: Qrange County Register performance and warranttyy of the work in art amount equal October 5, 12, 19, 26, 2002 R2673/5404339 to one hundred percent (i00%) of the Contract price on this NOTICE OF . A JOINT PUBLIC HEARING BY -THE project. the Contractor shall provide bonds to secure CITY COUNCI4 OF THE CITY OF HUNTINGTON payment pf,laborers and materials su pliers, in an amount BEACH AND THE REDEVELOPMENT AGENCY OF equal to One hundred percent (100%� of the total amount THE CITY OF HUNTINGTON' BEACH REGARDING payable by the terms. of the conVact:-All bonds, are to be THE PROPOSED DISPOSITION OF PROPERTY TO placed with a surety' insurance carrier 'admitted and Classified ARE BEING SUES 1. Is esta demanda PELL INDUSTRIEf , as Successor by CASE NI authorized to transact the business of insurance in CIM/HUNTINGTON, LLC. You have 30 CALENI California and that complies with all provisions of the State served on you to file a t of California bonding requirements, as defined in Code of NOTICE IS HEREBY GIVEN that the City Council of the A letter or phone call H Pr ocedure rocedure Section 995.120. The bonds are to be City of Huntington Beach (the "City Council") and the Rede- response must be iri pr t velopmentl A ency of the City of Huntington Beach (the to.hear o accompanied by the documents required by Code of Civil"Agency")wi ,hold ajoint ublic fiearin on Monde , Octo- your Procedure Sectioh 995.660, to the extent required by law. P 9 Y c se an not filewe i ber 21, 2002, at,7:00 p.m., or as soon thereafter as themat- case and our via es The prime contractor and all subcontractors are required to 2000 Mai have and maintain: a valid City of Also Vejo Business suant to License for the duration of the contract. ,,,_,,- Approved by the City Council of the City of Aliso Viejo, '.2002. ', tp ' N " ' ' " ""' Nw tY to iLC (he California on the 19th day of September, with thNTINGTO , ante with the California Commw Date 10-09-02 /s/ Debbie A. Lee, City Clerk and pursuant to a proposed Thiri ment to Disposition and Developr Publish: Orange County Register, October 11,12, 2002 between the Agency and Develope R-2733 5413255 The proposed Third Implementi ADVERTISEMENT, ments, modifies or incorporates b that certain' Dispposition and Develc Construction Manager as of June 17, 1909 (the "DDA'.'), a REQUESTING RE -BIDS for SELECTED TRADES ad by that certain First Implements From Qualified Subcontractors For: of April 6, 2000 and that certain Agreement dated as of March 5, Project: The Zoo at Prentice Park First, Second and Third Implemei Santa Ana, California - be collectively referred to herein as ambers at Civic Center, without further warning California„92648, ur- There are otherlegal re Redevelopment Law O'cle ight away, If 33000, et seq.), for the, an attorney r 1 dispposftion of proper- the phone boo )evetoper"), in accord- qua le an y Redevelopment Law tiene un plazo de 30 E Implementation Agree- una respuesta escrita a ,nt Agreement, by and Una cart, o una Ile proteccion; su respueta on Agreement su' con las formalidades I, 9 supple- qua la corte escuche su reference the terns of Si usted no presenta st vent Agreement dated el caso, y le pueden. c xeviously supplement- cosas de su propiedad in. Agreement dated as corte. eniauon 'Existen ,otros requisitos and the 'llamar a un abogado it its shall abogado, puede llama )- abogados o a una ofich If ' Project consists of: 1 The property proposed to. be transferred to the bevelo er P tY P P P 'Pacific to a on m'e' The name and adores Construction of new Site Work, Landscaping, Horoscope, Water Features, Site Amenities the Santa Ana the rope,%) is bounded by P Coast Highway, ixth Street Walnut Avenue the between Fifth direction de la corte es) within existing Zoo property and alley Street and Main Street in Huntington Beach, California, but SUPERIOR COURT OF CENTRAL JUSTICE CEN does not include, Ocean View Promenade, the retail build- 700 Civic Center Drive w Construction of a new 4,300 sf. 2-Story Barn Bldg., a new Restroom Bldg, a new Feed/Storage Bldg., and Animal ings fronting on Main Street, the El Don Liquor building, or the Worthy property at the corner, of Sixth and Walnut P.O. Box 1994 Santa Ana, California 92, Exhibit Structures. (Blocks 104 and 105 . The Property consists of parcels that The name, address, anc Re461d Trades Including: Landscape & Irrigation, are presently owned by the Agency,(collectively, "Parcel A") and a parcel currently ownedd by third parties, but which torney, or plaintiff.withc direction Water Features Sit Concrete, Building Concrete, Masonry, Rough Carpentry is subject to a Ground Lease and Option to.Purchase Fee dated as of March 8, 2000, by and between the owners of the parcel., the Agency, and CIMMUNTINGTON, INC., De- -y el numerc demandante, o del demo DANA ALDEN FOX SBN PHILLIP M. HAYES SBN Sealed Bids due at, times specified in instructions to Bidders veloper's predecessor in mteresit (the "Leased Premises"), LYNBERG & WATKINS starting Wednesday, October 23, 2002 The public hearing will be held to consider: p 9 888 SOUTH FIGUEROA 7 LOS ANGELES, CA 9001 at Construction Manager. CAMCO PACIFIC CONSTRUCTION CO., INC. - 1. The proposed •transfer of the Property by the Agency to the Developer, to be accomplished pursuant to the DATE: APR 17 2002 ' ALAN SLATER CLERK, (i By; /s/ OLGA MORENO, I 1811 Quail Street, Newport Beach, CA 92660 Agreement through a Sale of Parcel A and a Sublease with Publish: Orange County I Phone: (949) 251-1300 Fax (949) 251-1333 Option to Purchase Fee of the Leased Premises; and - September 29, October E Carrico Pacific Construction Company, Inc. Plans to con- 2,The' proposed Third Implementation Agreement to RIVERSIDE COUNT duct itself in "Good Faith" with MBE, WBE, & OBE firms re- Disposition and Development Agreement submitted to the DEPARTMENT OF garding participation of this project. BidEonds_agd Parform ante Bond< will be Required Compliance to City Council, -which provides for -the proposed sale of the Property by the Agency to the Developer. MENTAL'HEALTH ADULT PROGRAM It _&-payment State Prevailing Wade Rates in accordance with the. Deter nation made by the Director of Industrial Relations pursuant, . The following -documents are available for public "and SOLICITING PROPOSALS to California Labor Code part 7, Chapter 1, Article 2, Section inspection copying during regular office hours at.the City Main From interested service p to 1770, 1773, and 1773.1 will apply to this project. Specific offices of the Clerk at 2000 Street, Second, Floor, Huntington Beach, California; 92648: pprovide ADM trades may be subject to Federal Davis -Bacon Wage Rates' Y 1, 9 OPERATION OF A 3 as identified in the instruction to Bidders. Owner and Corr Manager reserve the right to, reject any or all Bids, 'inforriialities, ''1' A copy of the proposed Third Implementation Agreement to Disposition and Development Agreement, BED MENTAL HEALT REHABILITATION waive waive any review all Bids for completeness ' , CENTER • and conformity to scope requirements and, if necessary, Re - summary report that describes and specifies: AND A 16 BED Bid Bid from selected low bidders. PSYCHIATRIC HEAL' Publish: Orange County Register, October 11,12, 2002 R-2726 53412344 9 (a) The costs to be incurred by the Agency under the proposed Third Implementation Agreement to Disposition FACILITY To obtain the REQUEST FOR PROPOSAL SUMMONS ON CROSS -COMPLAINT - and Development Agreement; (b) The estimated value of the interests to be sold and/or (RFP) Package, call Julie Terrell, m PrograSupport at (909) (CITACION JUDICIAL) leased pursuant to the Third Implementation Agreement 358-5618 or visit the Cc un NOTICE TO CROSS -DEFENDANTS: (Aviso a Acusado) Dutchman Plastering, Inc.; and ROES 1 through 100, to Disposition and Development Agreement, determined at the highest and best uses of the Property by Website at http://www.co.riverside.ca Inclusive. YOU ARE BEING SUED BY CROSS -COMPLAINANTS: permitted applicable law; /purchindex.aspp (A ud. le esta demandando) SHAPELL INDUSTRIES, INC., and SHAPELL •INDUSTRIES The estimated value of the interests to be sold ands oc 10/09/02, 10/10/02, 10/11/0. 10/15/02, 10/16/02,10l14/Of INC., as Successor b Merger with S S CONSTRUCTION Y g t le leased pursuant to the proposed Third Implementation Agreement to Disposition and Development Agreement, 10/15/02, 10/16/02 CNS- 452262# Co. CASE NUM OII6 BER O1CC13378 determined at the use and -with the conditions, covenants THE REGISTER, R-2705 - DEBER and development costs required by the Third 5409231 You have 30 CALENDAR DAYS after this summons is- You Agreement to Disposition and Development'Agreement; served on you to file a typewritten response at this court. A letter or phone call will not protect you; your typewritten, response must be in proper legal form if you want the court (d) The sale price and/or the rent that the Developer will NOTICE OF SALE to hear your case. be required to pay pursuant to the Third Implementation "Notice If you do not file your response on time, you may lose the Agreement to Disposition and Development Agreement; , of sale of office pe tion furniture. Notice of ai case, and your wages, money and property may be taken without further warning from the court. (e) If the sale?rice and/or rent and other consideration is less than the ir market value of the interests to be sold tion of unaaimed grope left behind by Rite -Way cc There are other legal -requirements. You may want to call an attorney right away. If you do not know an attorney, you and/or leased, determined at the highest and best use, an g pany. Auction to be held October may tail an attomey referral service or a legal aid office explanation of the reasons for the difference; - 24, 2002 at 8 am 10765 Laurel Avenue, Sai (listed in the phone book). Despues de qua le entreguen esta citation judicial usted fl An explanation of why the sale and/or lease of the Fe Springs, CA 90670." tiene un plazo de 30 DIAS CALENDARIOS pare presenter Property will assist in the elimination of blight in the Main- Pier RedevelopmentProject. Publish: Orange County RE una respuesta escrita a maquina an esta corte. Una carta o. una Ilamada, telefonica no le ofrecera 3. copy Environmental Impact' Report 14, 1 October 18, 11, 20 14, 15, 16, 17, 18, 19, 20, proteccion; su respueta escrita a maquina tiene qua cumplir con las formalidades, legates apropiadas si usted .quiere a certified is the Planning Commission a September em r 23, 2002, 22, 23, 402 R2708/5409514 rque la corte escuche su caso. which relates to the proposed development of the ev the Property. Si usted no presenta.su respuesta a tiempo, puede perder FICTITIOUS BUSINES NAME STATEMENT elcaso, y le pueden quttar su salario, su dinero y otras cosas de su propiedad sin aviso adicional por parte de Is At the joint public hearin you ma appear and be heard, g or you may write to the City Clerks Office at 2000 Main 20026919224 The following is corte. Existen otros requisitos legates. Puede rue usted quiere Street, Second Floor, Huntington Beach, California, 92648, in support of or in opposition t o this matter. If you plan to person(s) (are) doing business as: , Ilamar a un abogado inmediatamente. Si no conoce a un abogado, puede Ilamar a un serviciq de referencia de feial enciadirectode lamaofics seruda attend the hearing, staff suggests that you contact the City Clerk's Office at (714) 536• -5227 the Friday to the BMPH 13067 Casa Linda Ln A abogado, o a una den legal (yea prior scheduled date to -confirm that the hearing has -not been Garden Grove, CA 92844.1415 telefonico). The name and address of the court is: (El nombre y rescheduled, Full name of Registrant(s): direction de Is corte es) SUPERIOR COURT OF CALIFORNIA If you challenge this matter in court, you may be limited to Brian 13067 Casa LndaiLn. #J CENTRAL JUSTICE CENTER 700 Civic Center Drive West raising only those issues that were raised at this joint public hearing or in written correspondence delivered to the City Garden Grove, CA 92844-1415 P.O. Box1994 Clerk at or before the hearing. - • This business is conducted Santa Ana, California 92'70.2. - The name, address, and telephone number of plaintiff's at- � -- - Publish:Arange.County-Register, 'October S 12 2002 5 R2668 5404181 by an individual. Theregistrantcommenced torney, or plaintiff without an attorney, is: (EI nombre, Is • $ to transact business under the direction at numero de telefono del abogado _del demandante, o del demandante ue tiene abogado, es) ao �1 Job! o fictitious name or name: listed above on: n/a DANA ALDEN FOX SBN 119761 213 624-8700 1 ) s/ Brian P. 8ui PHILLIP M. HAYES SBN 115225 This statement was filed LYNBERG & WATKINS 1-877-4'MY REGISTER x3001 o with the County Clerk of Or- 888 SOUTH FIGUEROA STREET, SUITE 1600 angge County on 10-03-02 Publish: The Orange Count LOS ANGELES, CA 90017 DATE: APR 17 2002 Register, October 5,12,19, ALAN SLATER CLERK, (Actuario)• - 0 ® 26, 2002 R-2669 5403913 By: /s/ OLGA MORENO, DEPUTY (Delegado) Publish: Orange County Register September 29. October 5,12, 19, 2002 R2623/5395905 ••'��' • I STATE OF CALIFORNIA) .. ) SS. County of Orange ) I am a Citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years, and not a party to or interested in the below entitled matter. I am a principal clerk of the HUNTINGTON BEACH INDEPENDENT, a newspaper of general circulation, printed and published in the City of Huntington Beach, County of Orange, State of California, and that attached Notice is a true and complete copy as was printed and published in the Huntington Beach and Fountain Valley issues of said newspaper to wit the issue(s) of: Oct. 10, 2002 Oct. 17, 2002 I declare, under penalty of perjury, that the foregoing is true and correct. Executed on October 17 , 2002 at Costa Mesa,. California. Signature NOTICE OF A JOINT PUBLIC HEARING BY THE CITY COUNCIL OF THE CITY, OF HUNTINGTON il BEACH AND THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH. REGARDING THE PROPOSED DISPOSITION OF PROPERTY TO CIM/HUNTINGTON, LLC: NOTICE IS ,HEREBY GIVEN that the'City Council of the City of Huntington) Beach (the "City Council"), and the Redevelopment 'Agency of the City of Huntington Beach (the"Agency") will hold a joint public hearing ow Monday,+ October 21, 2002, at 7:00, p.m.;=or as soon thereafter as the matter may, be heard, in:,the Council Chambers at Civic Center, 2000 Main Street; Huntington Beach, California, 92648, pursuant to the California Community Redevelopment Law (Health and Safety Code, Sections 33000, et seq.), for; the purpose of considering the proposed disposition of propertyto'CIM/i HUNTINGTON, 'LLC (the "Developer"), in accordance with the Californial Community, Redevelopment . Law- and 'pursuant 'to a proposed Third', -Implementation Agreement to Disposition and Development Agreement, by and between the Agency and Developer. 1 The proposed Third Implementation Agreement supplements, modifies or. incorporates by 'reference the terms of that certain Disposition andC Development Agreement dated as of June 17, 1999 (the "DDA"), as previously I supplemented by that .certain First Implementation Agreement dated as of April -6, 2000 and'that certain' Second Implementation Agreement dated' as of March 5,.2001 (the DDA and the First, Second and Third Implementation Agreements shall be collectively' referred to herein as the "Agreement"). The property proposed to'be transferred to, the Developer (the'"Property") is bounded by Pacific Coast Highway, Sixth Street; Walnut Avenue and the alley between Fifth Street and Main Street in Huntington Beach, California, but does not include Ocean View Promenade, the retail buildings fronting on. Main Street, the EI Don Liquor 'building, or the Worthy property at the. corner of Sixth,,and Walnut (Blocks 104 and 105). The Property consists of parcels that are, presently owned -by the Agency (collectively, "Parcel A")� and a parcel currently, owned by third parties,, but whichissubject to a Ground Lease and Option to Purchase Fee dated as of March 8,.2000, by! and between the owners of the parcel , the Agency, and CIM/HUNTINGTON,; INC., Developer's predecessor in interest (the "Leased Premises"). The public hearing will be held to consider: 1. The proposed transfer of the Property by the Agency to the Developer, to be.accomplished.pursuant to'the Agreement through a Sale of Parcel A, and a Sublease with Option to Purchase Fee of the Leased Premises; and ) 2. The. proposed Third Implementation' Agreement to Disposition and Development Agreement submitted to the City Council, which provides, for the proposed sale of the Property by the Agency to the Developer. , 1 The following documents are available for public inspection and copying during regular office hours at the offices of the City Clerk at 2000 Main Street, Second Floor, Huntington Beach, California, 92648: 1. A copy of the proposed Third Implementation Agreement to Disposition and Development Agreement. , 2. A summary report that describes and specifies: (a) The costs to be incurred by the Agency under the proposed Third Implementation Agreement to Disposition and Development Agreement;' ) (b) The estimated value of the interests to* be sold and/or leased pursuant to the Third 'Implementation Agreement to Disposition and Development Agreement, determined at the 'highest and best uses of the Property permitted by applicable law; (c) The estimated 'value of the interests to be'sold and/or leased pursuant to the .proposed Third Implementation Agreement to Disposition 'and Development Agreement, determined at the use. and with the conditions, covenants and development costs ,required by the Third` Implementation ,Agreement to Disposition and Development Agreement; (d) The sale price and/or the.rent,that the Developer will be requireWto pay pursuant to the Third Implementation •Agreement to Disposition and Development Agreement; (5) If the sale price and/or rent and other consideration is less than the fair market value of the interests' to, be sold and/or leased, determined at 'the highest and, best use, an explanation of the reasons `.for, the difference;' (f) An explanation of why the sale and/or lease of the Property will assist in the elimination of blight in the Main -Pier Redevelopment Project. ; 1 A copy of Environmental Impact' Report No. 01-02, certified by .the Planning Commission on September 23, 2002, which relates to the proposed development of the Property. At the joint public hearing you may appear and be heard, or you may: write to the City Clerk's Office at 2000 Main Street, Second Floor, Huntingtonj Beach, California, 92648, in support of or in opposition to this matter. If, you plan to, attend the hearing, staff suggests that you contact the. City, Clerk's Office at (714) 536 -5227 the Friday prigr to the scheduled date to confirm that the hearing has not been rescheduled. If you challenge this matter in'court, you may be limited to. raising only those issues that°were raised at this joint public hearing or in writtey' correspondence delivered to the City Clerk at or before the hearing. Published Huntington Beach Independent October•10, 17, 2002 102-18;, 0 fy cIERKs aRiC-In AL THIRD IMPLEMENTATION AGREEMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT by and between REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, Agency and CIM/HUNTINGTON, LLC Developer lib\cim\Amendmt\ThirdImpAgmt5(6-7-02) THIRD IMPLEMENTATION AGREEMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT This Third Implementation Agreement to Disposition and Development Agreement, dated as of Dolubg^ 30 , 2002 ("Third Implementation Agreement") is entered into by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic ("Agency"), and CIM/HUNTINGTON, LLC, a California limited liability company ("Developer"). RECITALS A. The Agency and CIM Group, LLC, predecessor in interest to Developer, entered into that certain Disposition and Development Agreement dated June 17, 1999, which Disposition and Development Agreement was supplemented by that certain [First] Implementation Agreement entered into between the Agency and CIM Group, LLC dated April 6, 2000 and that certain Second Implementation Agreement entered into between the Agency and CIM Group, LLC dated March 5, 2001 (collectively, the "DDA"). The DDA is hereby incorporated by reference. Reference herein to the DDA shall include any and all Attachments thereto. Any capitalized term not defined herein shall have the meaning ascribed to it in the DDA. CIM/Huntington, Inc., a Cali fornia corporation, agreed to perform certain obligations under the two referenced Implementation Agreements. B. The three principals of CIM Group, LLC formed CIM/Huntington, LLC, a limited liability company for which CIM California Urban Real Estate Fund. L.P., a Delaware limited partnership (the "Fund"), is the sole owner and manager. Currently, the sole limited partners of the Fund are the California Public Employees' Retirement System ("PERS"), the California State Teachers' Retirement System ("STRS"), and two entities owned and controlled by the principals of Developer; namely: Richard Ressler, Avraham Shemesh and Shaul Kuba. C. The Agency, the Developer, CIM/Huntington, Inc. and CIM Group, LLC entered into that certain Assignment and Assumption Agreement dated as of March 22, 2001, pursuant to which CIM Group, LLC and CIM/Huntington, Inc. assigned all of their rights and delegated all of their duties under the DDA and any and all related agreements and documents (collectively, the "Related Agreements") to CIM/Huntington, LLC. CIM/Huntington, LLC assumed all rights and obligations of CIM Group, LLC and CIM/Huntington, Inc. thereunder. lib\cim\Amendmt\ThirdlmpAgmt5(6-7-02) 1 D. Pursuant to the DDA, the Developer is obligated to develop and operate certain improvements ("Project") on real property consisting of parcels already owned by the Agency (collectively, "Parcel A") and other parcels currently owned by third parties (collectively, "Parcel B"). E. Pursuant to Section 201.3 of the DDA, the Developer has been attempting to acquire fee simple title to Parcel B through voluntary negotiations. As a result, CIM/Huntington, Inc., Developer's predecessor in interest, and Agency entered into that certain Ground Lease and Option to Purchase Fee dated as of March 8, 2000 ("Lease") with Frank M. Cracchiolo, Trustee for the Revocable Trust dated June 12, 1979, and Salvator W. and Barbara F. Cracchiolo (collectively, the "Landlord"). The Lease pertains to one of the parcels which comprise Parcel B ("Leased Premises"). F. Pursuant to the First Implementation Agreement, the Developer caused the Lease Commencement Date to occur under the Lease as of April 16, 2000, and the Agency and the Developer executed the Sublease naming Developer as subtenant thereunder, as well as the Memorandum of Sublease, Option to Purchase Fee. G. Section 104 (b) of the DDA provides that the Agency and Developer may by mutual written agreement exclude all or any portion of the Site not yet conveyed to Developer, and provides for Developer, as required by such reduction in size of the Site, to submit for approval by Agency a modification of the Scope of Development reflecting such reduced Site. Developer has proposed such modifications, and the parties desire to enter into this Third Implementation Agreement to agree on a reduced Site comprised of (1) Parcel A and (ii) the Leased Premises, and to agree on a modified Scope of Development and other appropriate revisions to the DDA reflecting such reduced Site. All provisions of the DDA applicable to Parcel B shall be applicable to the Leased Premises, except as specifically provided for to the contrary herein. H. The Schedule of Feasibility Gap Payments appended to the DDA as Attachment No. 8 describes in general terms certain rights and obligations of the parties in connection with the Agency Obligation to reimburse Developer for certain eligible costs incurred by Developer in redeveloping the Site. Agency and Developer intend through this Third Implementation Agreement to provide for appropriate modifications to the Schedule of Feasibility Gap Payments arising from the reduced Site and modified Scope of Development and to specify in greater detail based on more precise available cost information their respective rights and obligations in connection with such matters. L The parties are entering into this Third hmplementation Agreement for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. hb\cim\Amendmt\ThirdImpAgmt5(6-7-02) 2 AGREEMENT Based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both parties, Agency and Developer agree as follows: 1. Section 101 of the DDA, entitled "Purpose of the Agreement," is hereby amended by revising the minimum and approximate number of guest rooms to 145 and 160 respectively, and by revising the minimum and approximate amount of square footage of gross leasable area of new commercial improvements to 100,000 and 110,000 respectively. 2. Section 104 of the DDA, entitled "The Site," is hereby amended to read in its entirety as follows: The Site is that certain real property illustrated and designated as such on the "Revised Map of the Site" (which is attached hereto and incorporated herein as Revised Attachment No. 1) and having the legal description set forth in the "Revised Legal Description of the Site" (which is attached hereto and incorporated herein as Revised Attachment No. 2). The Site consists of parcels which are presently owned by the Agency (collectively "Parcel A"), and the Leased Premises, as designated on Revised Attachment No. 1 and more particularly described in Revised Attachment No. 2. The DDA is hereby amended by changing all references to the "Map of the Site" and "Legal Description of the Site" and to "Attachment No. 1" and "Attachment No. 2" to the "Revised Map of the Site" and the "Revised Legal Description of the Site" and to "Revised Attachment No. 1" and "Revised Attachment No. 2." respectively. 3. The DDA is hereby amended by changing all references to the "Schedule of Feasibility Gap Payments" and "Attachment No. 8" to the "Revised Schedule of Feasibility Gap Payments" and the "Revised Attachment No. S." The "Revised Schedule of Feasibility Gap Payments" is attached hereto, labeled "Revised Attachment No. 8" and incorporated herein by this reference. 4. Section 215 of the DDA, entitled "Submission of Evidence of Financing," is hereby amended by adding a new sub -section 4 thereto to read as follows: 4. Documentation reasonably satisfactory to Agency's Executive Director regarding the post -completion sale of the hotel improvements to be developed on the Site pursuant hereto, including all information, data and documents necessary to demonstrate the amount of the sales price and terms of the sale and the fact that such sales price is a bona fide fair market value arms -length sales price of the hotel improvements. Developer may include as a part of such documentation a full appraisal prepared, at hb\cim\Amendmt\ThirdImpAgmt5(6-7-02) 3 Developer's sole cost and expense, by an M.A.I. appraiser with at least ten (10) years experience appraising hotel properties in Orange County, to the Agency Executive Director, who shall confirm such sales price is satisfactory or give written notice of such Executive Director's belief that such price is not satisfactory. Provided that an appraisal as described in the preceding sentence is submitted to the Agency Executive Director at the same time as the proposed sales price, failure of the Agency's Executive Director to respond within thirty (30) days shall be deemed approval of such submitted sales price. 5. Section 216 of the DDA, entitled "Project Costs," is hereby amended by (i) changing the reference in Section 216 (a) from "$45,800,000" to "$46,000,000' ; (ii) changing the reference in Section 216 (a) from "paragraph (a) (3) (B) of Attachment 8 of this Agreement" to "paragraph (a) (3) of Revised Attachment 8 of this Agreement"; (iii) adding a sentence at the end of Section 216 (a) to read as follows: "Developer shall provide Agency's Executive Director reasonably satisfactory evidence that all data included in the proposed Project Cost Budget submitted to Agency for approval is the same as the corresponding data submitted to all equity partners and to all lenders in the course of obtaining construction and permanent financing for development of the Site."; and (iv) adding a sentence at the end of Section 216 (d) to read as follows: "Developer shall provide Agency's Executive Director reasonably satisfactory evidence that all data included in the Certified Project Cost Statement submitted to Agency for approval is the same as the corresponding data submitted to all equity partners and to all lenders participating in the construction and permanent financing for development of the Site." 6. The DDA is hereby amended by changing all references to the "Scope of Development" and "Attachment No. 4" to the "Revised Scope of Development" and the "Revised Attachment No. 4." The "Revised Scope of Development" is attached hereto, labeled "Revised Attachment No. 4" and incorporated herein by this reference. 7. The DDA is hereby amended by changing all references to the "Schedule of Performance" and "Attachment No. 3" to the "Revised Schedule of Performance" and the "Revised Attachment No. 3." The "Revised Schedule of Performance" is attached hereto, labeled "Revised Attachment No. 3" and incorporated herein by this reference. 8. Sections 401.1 and 401.2 of the DDA, entitled "Uses," are hereby amended by revising the minimum and approximate number of guest rooms to 145 and 160 respectively, and by revising the minimum and approximate amount of square footage of gross leasable area of new commercial improvements to 100,000 and 110,000 respectively. 9. Section 505.1 of the DDA, entitled "Termination by Developer," is hereby amended by deleting therefrom sub -sections (ii) (a), (ii) (b), (ii) (c) and (ii) (d). 10. Section 505.2 of the DDA, entitled "Termination by Agency," is hereby amended by deleting hb\cim\Ameudmt\TliirdlmpAgmt5 (6-7-02) 4 therefrom sub -sections (a) (3), (a) (6) and (b). 11. Section 505.3 of the DDA, entitled "Termination by Agency or Developer," is hereby deleted in its entirety and replaced with a new Section 505.3 to read as follows: "[§505.3 Termination by Agency or Developer A. On or before January 30, 2003, either Agency or Developer may terminate this Agreement by providing written notice to other in the event that major discretionary land use entitlements required for the development of the Site pursuant to this Agreement are not approved by the City on or before December 31, 2002, despite the diligent good faith efforts of Developer to obtain the same. B. On or before April 30, 2003, either Agency or Developer may terminate this Agreement by providing written notice to other in the event that major discretionary land use entitlements required for the development of the Site pursuant to this Agreement are not approved by all other governmental agencies having jurisdiction thereof on or before March 31, 2003, despite the diligent good faith efforts of Developer to obtain the same. C. For purposes of this Agreement, `major discretionary land use entitlements' shall include without limitation special permits and variances." 12. The representations made by Developer in Section 608 of the DDA, entitled "Developer's Warranties," shall be deemed made for the purpose of inducing Agency to enter into this Third Implementation Agreement and to consummate the transactions contemplated by the DDA, as amended by this Third Implementation Agreement, all of which are represented and warranted by the Developer to be true as of the date of this Third Implementation Agreement. 13. Section 701 of the DDA, entitled "Agency Participation Payment," is hereby amended as follows: A. The definition of "Adjusted Project Costs" is amended to read in its entirety as follows: "Adjusted Project Costs" means Project Costs as approved by the Agency based upon the Certified Project Cost Statement approved by the Agency pursuant to Section 216 (d), less the Agency Obligation and accrued interest as of the Completion Date, as those terms are defined in the Revised Attachment No. 8, plus Approved Post -Construction Capital Expenditures, if hb\cim\Amendmt\ThirdlmpAgmt5(6-7-02) 5 any, plus the total of all Annual Return Shortfalls, if any, less Hotel Sale Proceeds in the minimum amount of $12,400,000. Such minimum amount of Hotel Sale Proceeds shall apply even if the actual amount of hotel sale proceeds is less than $12,400,000." B. The following sentence is added to the definition of "Gross Revenues" in Section 701: "Gross Revenues" shall include, without limitation, any and all payments made to Developer or any of the principals of Developer from the lease or other grant of rights of possession and/or use of the hotel land and space within the Site and/or from or on account of any interest of Developer or any of the principals of Developer retained in the hotel, including, without limitation, principal and interest payments on a note or other instrument of indebtedness and/or net proceeds of any sale or other disposition of any such retained interest. C. The following definition of "Hotel Sale Proceeds" is added at the end of Section 701: "Hotel Sale Proceeds" means the sale price received by the Developer and any principals of the Developer from the sale of the hotel improvements developed on the Site by the Developer pursuant hereto, in an amount equal to the amount approved by the Agency as the hotel sales price as part of the Agency's approval of evidence of financing pursuant to Section 215 of this Agreement. D. The following sentence is added to the second unnumbered paragraph of Section 701: "In connection with Agency's approval of each Operating Year's Certified Statement, Agency shall be provided by Developer with the same audited and unaudited financial statements provided by Developer to its lenders and equity partners, including PERS/STRS." 14. Agency Release. Inconsideration of such mutual releases received from or on behalf of each of such released parties as provided below, Agency for itself and on behalf of all of its members, employees, agents, attorneys, successors and assigns, if any, hereby fully, absolutely and irrevocably releases, remises, acquits and forever discharges Developer and all of its predecessors (including without limitation CIM Group, LLQ and each and all of their members, partners, employees, agents, and attorneys, from any and all claims, rights, demands, suits, awards, judgments, damages, actions, causes of action, lawsuits, costs, obligations, liabilities, defaults and duties of every kind and nature, known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, at law or in equity bb\cim\Amendmt\ThirdImpAgmt5(6-7-02) 6 against Developer and all of its predecessors (including without limitation CIM Group, LLC) and each and all of their members, partners, employees, agents, and attorneys, arising out of or relating to the DDA prior to the date of this Third Implementation Agreement (collectively, "Claims"); provided, however, that nothing herein shall release Developer with respect to the representations and warranties by Developer or any performance or nonperformance by Developer and each and all of their members, partners, employees, agents, attorneys, and permitted successors and assigns, if any, under the DDA as amended by this Third Implementation Agreement or any agreement expressly mentioned in the DDA or this Third Implementation Agreement subsequent to the date hereof, or for any construction defect claims. 15. Agency Covenant Not to Sue. Agency covenants and agrees that Agency and its members, employees, agents, attorneys, successors and assigns, if any, shall not institute or prosecute in any manner any suit, action, other proceeding or voluntarily aid in the institution or prosecution of any Claims, state or federal, in law or in equity, or in bankruptcy or in administrative proceedings, against Developer and all of its predecessors (including without limitation CIM Group, LLC) and each and all of their members, partners, employees, agents, and attorneys with respect to any matter, cause or thing whatsoever arising out of or relating to the Claims released pursuant to Paragraph 14 above. In addition to any other rights and remedies provided in the DDA and in this Third Implementation Agreement for any breach of this covenant, the releases provided in Paragraph 18 below and the covenant contained in Paragraph 19 below shall be vacated and be of no force and effect. 16. Agency Indemnity. Agency shall indemnify, defend by counsel of Agency's choice, subject to the reasonable approval of the indemnitee(s), and hold Developer and all of its predecessors (including without limitation CIM Group, LLC) and each and all of their members, partners, employees, agents, and attorneys harmless of and from any suit, action or proceeding commenced or prosecuted in violation of Agency's covenant not to sue set forth in Paragraph 15 above. 17. Civil Code Section 1542 Waiver. Agency hereby acknowledges and agrees that the releases provided in Paragraph 14 hereof includes Claims that Agency knows about, as well as those Agency may not know about. With respect to those matters being released, Agency expressly acknowledges that it is familiar with and waives all rights under California Civil Code Section 1542, or any other comparable statute, which may be applicable. Section 1542 reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. hb\cim\Amendmt\ThirdImpAgmtS (6-7-02) 7 Notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of the Developer and all of its predecessors and each and all of its members, partners, employees, agents, and attorneys, Agency hereby waives and relinquishes all rights and benefits which it has or may have under Civil Code section 1542 or the law of any other state or jurisdiction to the same or similar effect, and this release expressly contemplates the extinguishment of all such Claims being released. Agency hereby agrees, represents and warrants to the Developer and all of its predecessors and each and all of its members, partners, employees, agents, and that (i) it realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims that are presently unknown, unanticipated, and unsuspected, and (ii) its releases provided herein have been agreed upon in light of that realization and Agency nevertheless hereby intends to and does release, remise, discharge and acquit the Developer and all of its predecessors and each and all of its members, partners, employees, agents, and attorneys from any such unknown Claims being released. 18. Developer Release. In consideration of such mutual releases received from each of such released parties as provided above Developer for itself, and on behalf of each and all of its predecessors and each and all of its members, partners, employees, agents, attorneys, successors and assigns, if any, including, but not limited to CIM/Huntington, Inc., CIM California Urban Real Estate Fund, L.P., CIM Urban Fund GP, LLC, CIM Group, LLC, and Orchard Capital Corporation, hereby fully, absolutely and irrevocably releases, remises, acquits and forever discharges Agency and City and each of their members, commissioners, employees, partners, shareholders, principals, agents, attorneys, successors and assigns, if any, from any and all claims, rights, demands, suits, awards, judgments, damages, actions, causes of action, lawsuits, costs, obligations, liabilities, defaults and duties of every kind and nature, known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, at law or in equity against Agency and City, or any of them, and each of their members, commissioners, employees, partners, shareholders, principals, agents, attorneys, successors and assigns, if any, and arising out of or relating to the DDA prior to the date of this Third Implementation Agreement (collectively, "Claims"); provided, however, that nothing herein shall release Agency with respect to representations and warranties by Agency or any performance or non-performance by Agency and its members, commissioners, employees, partners, shareholders, principals, agents, attorneys, successors and assigns, if any, under the DDA as amended by this Third Implementation Agreement or any agreement expressly referenced in the DDA or this Third Implementation Agreement subsequent to the date hereof. 19. Developer's Covenant Not to Sue. Developer covenants and agrees that Developer and its predecessors and each and all of its members, partners, employees, agents, attorneys, successors and assigns, if any, including but not limited to CIM/Huntington, Inc., CIM California Urban Real Estate Fund, L.P., CIM Urban Fund GP, LLC, CIM Group, LLC, and hb\cim\Amendmt\ThirdlmpAgmt5(6-7-02) 8 Orchard Capital Corporation, shall not institute or prosecute in any manner any suit, action, or other proceeding, or voluntarily aid in the institution or prosecution of any Claim, state or federal, in law or in equity, or in bankruptcy or in administrative proceedings, against Agency and City, or any of them, and each of their members, commissioners, employees, partners, shareholders, principals, agents, attorneys, successors and assigns, if any, with respect to any matter, cause or thing whatsoever arising out of or relating to the Claims released pursuant to Paragraph 18 above. In addition to any other rights and remedies provided in the DDA and in this Third Implementation Agreement for any breach of this covenant, the releases provided in Paragraph 14 above and the covenant contained in Paragraph 15 above shall be vacated and be of no force and effect. 20. Developer Indemnity. Developer shall indemnify, defend by counsel of Developer's choice, subject to the reasonable approval of the indemnitee(s) and hold Agency and City and each of their members, commissioners, employees, partners, shareholders, principals, agents, attorneys, successors and assigns, if any, harmless of and from any suit, action or proceeding commenced or prosecuted in violation of Developer's covenant not to sue set forth in Paragraph 19 above. 21. Civil Code Section 1542 Waiver. Developer hereby acknowledges and agrees that the releases provided in Paragraph 18 hereof include Claims that Developer knows about, as well as those Developer may not know about. With respect to those claims being released, Developer expressly acknowledges that it is familiar with and waives all rights under California Civil Code Section 1542, or any other comparable statute, which may be applicable. Section 1542 reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of the Agency and City, and each of them, and each of their members, commissioners, employees, partners, shareholders, principals, agents, attorneys, successors and assigns, if any, Developer hereby waives and relinquishes all rights and benefits which it has or may have under Civil Code section 1542 or the law of any other state or jurisdiction to the same or similar effect, and this release expressly contemplates the extinguishment of all such Claims being released. Developer hereby agrees, represents and warrants to Agency and City and each of their members, commissioners, employees, partners, shareholders, principals, agents, attorneys, successors and assigns, if any, that (i) it realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims that are presently unknown, unanticipated, and unsuspected, and lib\cim\Amendmt\ThirdlmpAgmt5(6-7-02) 9 (ii) its releases provided herein have been agreed upon in light of that realization and Developer nevertheless hereby intends to and does release, remise, discharge and acquit Agency and City, and each of them, and each of their members, commissioners, employees, partners, shareholders, principals, agents, attorneys, successors and assigns, if any, from any such unknown Claims being released. 22. DDA in Full Force and Effect. Except as expressly provided otherwise in this Third Implementation Agreement, the DDA remains in full force and effect, enforceable in accordance with its terms. All attachments to the DDA which are revised and attached to this Third Implementation Agreement as revised attachments shall replace and supercede their respective original attachments to the DDA in all respects as of the date of this Third Implementation Agreement. 23. Further Assurances. The parties agree to execute such other documents and to take such other action as may be reasonably necessary to further the purposes of this Agreement. 24. Authority of Executive Director. The Executive Director of the Agency is authorized under this Agreement to make any approvals on the part of the Agency described in this Agreement and to negotiate and execute on behalf of the Agency documents relating to the conveyance of property and implementation of the Agreement which are consistent with the terms and provisions of this Agreement, including without limitation applications and instruments for subdivision of Parcel A and Parcel B (including creation of three dimensional parcels), covenants, conditions and restrictions, reciprocal easements and operating and maintenance agreements, a parking operator agreement and similar documents. 25. Date of this Third Implementation Agreement. The date of this Third Implementation Agreement shall be the date the Third Implementation Agreement is executed by both the Developer and the Agency. Date: io ` 3 a - oZ lib\cim\Amendmt\TbirdImpAgmt5(6-7-02) Agency REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH Chairman Pro T- 10 ATTEST: Agency ,&eoret-ary f/,,,e/( REVIEWED AND APPROVED AS TO FORM: Agency General Counsel i o ® 2. APPROVED AS TO FORM: Kane, Ballmer & Berkman "Developer" CIM/HUNTINGTON, LLC, a California limited liability company By: CIM CALIFORNIA URBAN REAL ESTATE FUND, L.P. (the "Fund"), a Delaware limited partnership, its manager By: CIM URBAN FUND GP, LLC, a California limited liability company, its general partner By: CIM GROUP, LLC, a California limited liability company, its manager By: ORCHARD CAPITAL CORPORATION, a California corporation, its manager Date: 10 -1 - 0 �1 hb\cim\Amendmt\ThirdlmpAgmt5(6-7-02) By: Richard S. Ressler, its President II N _� 3E S?FpAL P E 24-09 FCP FE£� nrc� JSSESS�7NT BELOW-S(A?FACE ' 4 : WALAW 14 AMAW 25 TRACT _14 = u 5 p --- _g 6 ----- r— — — 21 nos g pR3� u — •t 1 e 17 5 � L e01 1 a al • ]I rlr1- a` ; Ir�Ai ; 1�1 ; �� ,' P ~ � el 1"• qlp� 9 r Y:� l 1 27 1 1 /181 1 1 n h 1 1 1 � t 1 1 1 1�11" 1 TV 6fx 11J9_• I' O �e aV a 11 0 l I I 1 1 1 1 1 t / q j1� f ISM 1 1 1 1`"' t3%'�'1 L d mm• ®. $ C OASr fi; GEL � At, A���� AeWWAY - B-0 Os on /s afa 7y Sw Ar MARC W Allis psis a� TOW BfAo,,yAf. WACT Afa WJ!'f AAA! BJB—J8 ro 41 tr r^-IOD• Q 28 Jsg7P ws aar VA9 PJtr^AO ID 169 OhUff Ir6 Asmc590a 04P5 em 61aaae WC AS 10 at d[mmoc ' me Ate MY rmmy -M Orwo Ism AM Im er AC/OWORLib at lmwr! Armum x- m"xf :tiG:•'r7 -=LWW ale Aror£' - AS$SSMS BLOCK A ASSESSOM NAP l'QAM FRS BOAT 24 P4a S -IP.Vg l w covarS camel or oAm4GE n m c m ATTACHMENT NO.2 LEGAL DESCRIPTION OF THE SITE Lots 9, 10, 14, 16, 18, 20, 22, 24, 26, 28 and the alleys adjacent to said lots, in the Block 104 of Huntington Beach, as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California, excepting therefrom the southeasterly 2-5/8 inches of said Lot 9 and the northwesterly 10' of said Lot 10. Together with Lots 1 through 21, 23, 25, 27, and the alleys adjacent to said lots, in Block 105 of Huntington Beach, as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California, excepting therefrom the south easterly 10' of said Lot 1. Together with Fifth Street between Pacific Coast Highway and Walnut Avenue as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. Parcels A (owned by Agency) Parcel B (owned by others) 24-152-02 24-152-03 24-152-04 24-152-05 24-152-11 24-152-12 24-152-13 24-152-14 24-152-10 24-153-01 24-153-02 24-153-03 24-153-10 24-153-16 As per Preliminary Title Reports Issued by First American Title on July 21, 1998 through July 29, 1998 ATTACHMENT NO. 3 REVISED SCHEDULE OF PERFORMANCE 1. Submission — Developer's Deposit. Completed Developer shall submit Developer's Deposit to Agency pursuant to Section 108 of this Agreement. 2. Submission — Applications for Grading and Not later than thirty (30) days prior to Excavation Permits. Developer shall submit to close of escrow. City for approval applications for grading and excavation permits and related documents. 3. Submission — Evidence of Financing. Not later than thirty (30) days prior to Developer shall submit to Agency for approval close of escrow. the evidence of financing referred to in Section 215 of this agreement and guaranteed maximum contracts for the public parking and other public improvements. 4. Approval — Evidence of Financing. Agency Within 30 days after receipt by Agency. shall approve or disapprove evidence of financing and guaranteed maximum contracts. 5. Submission — Hotel Franchise Agreement. Not later than thirty (30) days prior to Developer shall submit to Agency for approval close of escrow. or disapproval a proposed Hotel Franchise Agreement pursuant to Section 403 of this Agreement. 6. Approval — Hotel Franchise Agreement. Within 30 days after receipt by Agency. Agency shall approve or disapprove the proposed Hotel Franchise Agreement. 7. Submission — Hotel Management Agreement. Not later than thirty (30) days prior to Developer shall submit to Agency for approval close of escrow. or disapproval a proposed Hotel Management Agreement pursuant to Section 402 of this agreement. 8. Approval — Hotel Management Agreement. Within 30 days after receipt by Agency. Agency shall approve or disapprove the proposed Hotel Management Agreement. 9. Submission — Project Cost Budget. Developer Concurrently with submission of shall submit to Agency for approval or evidence of Financing. disapproval a proposed Project Cost Budget pursuant to Section 216 of this Agreement. 10.Approval — Project Cost Budget. Agency shall Within 30 days after receipt of proposed approve or disapprove the proposed Project Project Cost Budget. Cost Budget. 11.Opening of Escrow. Agency shall open escrow for conveyance of the Site. 12. Conveyance of Site: Close of Escrow. Agency and Developer shall execute and cause to be recorded the Grant Deed. 13. Commencement of Construction. Developer shall commence the work and improvements required for development of the Site. No later than 90 days prior to close of escrow. Not later than December 31, 2003, but only If all conditions precedent for conveyance of the Site have been satisfied or waived by the benefited party or parties. Within 30 day after close of escrow. 14. Completion of Construction. Developer shall Not later than twenty-four (24) months complete construction of all improvements. after commencement of construction. NOTES: 1. Deadlines set forth in this schedules of Performance are subject to the enforced delay provisions of Section 604 of the Agreement. 2. Extensions may be approved in writing by the Agency's Executive Director pursuant to Section 308 of the Agreement. 3. Descriptions of items of performance and deadlines in this Schedule of Performance are not intended to supercede more complete descriptions in the text of the Agreement; and in the event of any conflict between the text of the Agreement and this Schedule, the text of the Agreement shall govern. 2 REVISE® ATTACHMENT No. 4 Revised Scope of Development The proposed project will encompass 2.97 acres (including the Fifth Street right of way) and include four separate buildings ranging in height form two to four stories with not more than 227,000 gross square feet of floor area. Uses will include between 100,000 and 110,000 square feet of commercial space and a hotel with between 140 to 152 rooms. Of the commercial space, up to 40,000 square feet may be devoted to restaurant uses and a minimum of 28,000 square feet will be devoted to office uses. Parking will be provided in a two level, subterranean parking garage accessed from Sixth Street with approximately 405 spaces. Additionally, six surface level spaces will be provided adjacent to the loading dock in Block 105, for a total of approximately 411 parking spaces. REVISED ATTACHMENT NO. 8 REVISED SCHEDULE OF FEASIBILITY GAP PAYMENTS (a) Subject to all of the terms and conditions of this Agreement (including, without limitation, the provisions of paragraph (c) below limiting the Agency's payment obligation hereunder to a maximum amount and to particular sources of funds), the principal amount payable by the Agency to Developer under this Attachment No. 8 (the "Agency Obligation") shall be the sum of (1) Seven Million Nine Hundred Thousand Dollars ($7,900,000), inclusive of any and all relocation costs required to be paid by Agency and all Acquisition Costs advanced to the Agency by Developer or paid to third party property owners or tenants by Developer as lease payments or other lease obligations or otherwise, pursuant to the First Implementation Agreement and Sublease or otherwise; plus (2) the amount (if any) of Extra Number of Parking Space Costs, but only if and to the extent Project Costs exceed forty-six million dollars ($46,000,000); less (3) an amount equal to seventy-five percent (75%) of the amount if any by which Project Costs, as approved by the Agency after the Completion Date based upon the Certified Proi ect Cost Statement approved by the Agency pursuant to Section 216(d), are less than forty-six million dollars ($46,000,000). (b) The Agency Obligation represents reimbursement to Developer for construction and installation of public infrastructure within dedicated public rights -of -way and the public parking facilities, clearance of existing improvements on the portion of the Site located within dedicated public rights -of -way and publicly owned public parking facility area, excavation, grading and other activities necessary to prepare said public rights -of -way and public parking facility area for development of said public infrastructure and public parking facilities, and acquisition and relocation costs in connection therewith. In no event shall Developer be entitled to payment or reimbursement from Agency for any "construction, alteration, demolition, or repair work" (as said phrase is defined in Labor Code Section 1720 (a)) other than for said public infrastructure and public parking facilities which are to be constructed and installed by Developer within dedicated public rights -of -way and publicly owned public parking facility area. (c) The Agency Obligation shall bear interest from the Completion Date until the date of repayment by Agency to Developer hereunder at the lesser of (A) 10% per annum; or (B) commencing upon the date of issuance of the Community Facilities District Bonds referred to in paragraph (e) of this Attachment No. 8, the True Interest Rate payable in connection with the repayment of such CFD Bonds. "True Interest Rate" as used herein means a rate based upon the total present value of all debt service payments throughout the life of the bonds; for purposes of this calculation the debt service payments will include the amortization of the underwriter's discount, the costs of issuance, and negative arbitrage (if any) associated with the investment of the Debt Service Reserve Fund; divided by the gross bond proceeds. True Interest Rate shall be calculated so that it is not a higher rate by reason of the existence of the reserve fund or capitalized interest. In the event the Developer objects to the formation of such district in any way or objects to or challenges in any REVISED ATTACHMENT NO. 8 cg:\LM\C1M\Amenamc\ REVISED SCHEDULE OF FEASIBILITY GAP PAYMENTS NewFeasgap6(5-7-02) Page I May 7, 2002 way the issuance of such bonds and/or the authorization of the levy of such special tax, or fails to take all necessary or reasonable steps and execute all necessary or reasonable documents to facilitate or provide for such formation, issuance and levy, then the interest rate payable by Agency to Developer on the Agency Obligation shall be reduced from 10% per annum to the interest rate reasonably determined by the Agency based upon the advice of its qualified financial consultant that would have payable by the Agency under clause (B) above if such bonds had been issued as desired by Agency or City. (d) The Agency Obligation shall be a special and limited obligation payable to Developer solely from the sources of funds expressly identified in this Attachment No. 8. The Agency shall have no obligation to pay any amounts to Developer pursuant to this Attachment No. 8 except as follows: satisfied: (1) The following conditions precedent to each payment hereunder shall be (A) The Completion Date shall have occurred; and (B) Developer shall have theretofore cured any default as to any of its obligations under this Agreement or the Agreement Containing Covenants Affecting Real Property or the Grant Deed. (C) If Community Facilities District bonds or similar instruments have been issued pursuant to paragraph (e) of this Attachment No. 8, Developer shall have paid all special taxes (and any related penalties, costs, fees or other charges) due in connection with such bonds or similar instruments and shall be in full compliance with all of its other obligations in connection with such bonds or similar instruments. (ii) Subject to all of the terms and conditions of this Agreement, including without limitation paragraph (h) below, on or prior to September 30 of each year, beginning with the first September 30 which follows the Completion Date, and continuing until the Agency Obligation (and any accrued interest thereon) has been paid in full, the Agency shall pay to Developer an amount equal to the lesser of (1) one hundred percent (100%) of Available Site -Generated Property Tax Increment received by the Agency during the prior Agency fiscal year (July 1-June 30), or (ii) such portion of such Available Site -Generated Property Tax Increment received by the Agency during the prior Agency fiscal year that is sufficient, when added to the Available Site -Generated Transient Occupancy Tax to be paid for such fiscal year by Agency pursuant to this Attachment No. 8, and the annual net operating income parking revenues payable pursuant to paragraph (c) (iv) below, to repay the Agency Obligation, plus interest, within a twenty-five (25) year amortization period commencing with the Completion Date. Agency hereby covenants to refrain from taking any action which would diminish or impair in any way its receipt (and subsequent payment of the Agency Obligation and REVISED ATTACHMENT NO. 8 cgAFM\C1M\Amendmc\ REVISED SCHEDULE OF FEASIBILITY GAP PAYMENTS NewFeasgap6(5-7-02) Page 2 May 7, 2002 interest thereon) of Available Site -Generated Property Tax Increment. (iii) Subject to all of the terms and conditions of this Agreement, including without limitation paragraph (h) below, on or prior to September 30 of each year, beginning with the first September 30 which follows the Completion Date, and continuing until the Agency Obligation (and any accrued interest thereon) has been paid in full, the Agency shall pay to Developer an amount equal to sixty percent (60%) of the Available Site -Generated Transient Occupancy Tax received by City or Agency during the prior City fiscal year (July 1-June 30). Agency hereby covenants to refrain from taking any action which would diminish or impair in any way its receipt (and subsequent payment of the Agency Obligation and interest thereon) of Available Site -Generated Transient Occupancy Tax. (iv) All annual net operating income revenues from the operation of the parking facility on the Site, to the extent paid to Developer, shall each year first be applied as a credit against the Agency Obligation (and any accrued interest thereon), prior to the payment of the funds referred to in subparagraphs (ii) and (iii) above. (v) In the event the Agency or City decides in their sole and absolute discretion not to issue the bonds referred to in paragraph (f) below, or if there are any Extra Number of Parking Space Costs, then Agency shall also pay to or reimburse Developer the Agency Obligation with any Agency funds lawfully available for such purposes in an amount not to exceed Available Site -Generated Transient Occupancy Tax received by the City generated from the Improvements developed on the Site by Developer, which, when added to the Available Site - Generated Property Tax Increment to be paid for such fiscal year by Agency pursuant to paragraph (d) (ii) above and the Available Site -Generated Transient Occupancy Tax to be paid for such fiscal year by Agency pursuant to paragraph (d) (iii) above, and the annual net operating income parking revenues payable pursuant to paragraph (c) (iv) above, are sufficient to repay the Agency Obligation, plus interest, within a twenty-five (25) year amortization period commencing with the Completion Date; provided, however, that if payments under this sub -paragraph (v) are triggered by there being any Extra Number of Parking Space Costs, then amounts paid by the Agency under this sub- paragraph (v) shall not exceed amounts necessary to repay to Developer the amount added to the Agency Obligation under Paragraph (a) (2) above as Extra Number of Parking Space Costs. Agency hereby covenants to refrain from taking any action which would diminish or impair in any way its payment of amounts equal to such additional Available Site -Generated Transient Occupancy Tax received by the City. (vi) The annual sum of Available Site -Generated Property Tax Increment and Available Site -Generated Transient Occupancy Tax "that is sufficient to repay the Agency Obligation, plus interest, within a twenty-five (25) year amortization period commencing with the Completion Date," as provided for in subparagraphs (ii) and (v) of this paragraph (d), shall be recalculated prior to each September 30 during the 25-year amortization period to account for all of REVISED ATTACHMENT NO. 8 cg:\HB\C1M\Amenamr\ REVISED SCHEDULE OF FEASIBILITY GAP PAYMENTS NewFeasgap6(5-7-02) Page 3 May 7, 2002 the following: (A) prepayments of Agency's obligations pursuant to paragraph (e) of this Attachment No. 8; and (B) any Developer Shortfalls; and (C) any Agency Shortfall Reimbursements paid to Developer. In making such calculation, the amortization period shall be reduced to equal the time between the effective date of such calculation and the date the 25-year period for the original amortization period expires. (vii) Any amount of the Agency Obligation, including accrued and unpaid interest, that remains unpaid for any reason whatsoever on the twenty-fifth anniversary of the Completion Date, after application of all funds required to be paid to Developer by this Attachment No. 8, shall be forgiven by Developer and shall no longer be owed to Developer nor be considered an indebtedness of the Agency. (viii) The Agency shall pay to Developer any Agency Shortfall Reimbursement that may be due in any year, if any, concurrently with the payment required by sub -paragraphs (d) (ii) to (v) above, which Agency Shortfall Reimbursement payments shall be credited in favor of Agency against the Agency Obligation. (e) The Agency's obligations hereunder may be prepaid by the Agency, in whole or in part, at any time and from time to time without penalty. (f) (1) Agency and Developer shall use their reasonable best efforts to cause City to approve the issuance of Community Facilities District bonds or similar instruments (the "Bonds") in accordance with this paragraph (f) for the purpose of generating net proceeds to finance all or part of the cost of the construction of the parking facilities to be constructed on the Site as a public parking facility, and other public improvements as approved by Agency, upon the satisfaction of each and all of the following conditions precedent to the approval of such an issuance: (A) Agency's and City's determination that such an issuance is feasible from a legal and marketing standpoint and would not materially adversely affect the financial objectives of the Agency or the City; (B) Agency's determination that the fair market value of the Site (assuming that all public improvements are in place) is not less than 300% of the original gross principal amount of the Bonds; and (C) The close of escrow to Parcel A pursuant to this Agreement and Developer's substantial commencement and diligent prosecution of construction on Parcel A in accordance with this Agreement. (2) The Bonds shall be amortized over a term of not less than twenty-five (25) and not more than thirty (30) years, as determined by Agency or City to be optimal in consultation with REVISED ATTACHMENT NO. 8 cg:\HB\cIM\Amenamt\ REVISED SCHEDULE OF FEASIBILITY GAP PAYMENTS NewFeasgap6(5-7-02) Page 4 May 7, 2002 its or their financial advisor and underwriter, and Developer. (3) The Bonds shall be secured solely by the pledge of the levy of a special tax on the Site and the improvements to be constructed thereon pursuant to this Agreement. Developer shall be solely responsible for payment of the special tax. Developer hereby covenants and agrees to pay the special tax when due, and Developer's failure to pay the special tax when due shall constitute a default under this Agreement. (4) Notwithstanding any provision of this Agreement to the contrary, the Agency shall have no obligation to reimburse Developer for debt service, repayment of principal or interest, penalties or any other amounts due in connection with the Bonds, including but not limited to any amounts which may become payable as a result of Developer's failure to timely pay special taxes and/or to timely perform Developer's other obligations in connection with the Bonds. (5) The Agency's payments and obligations under this Attachment No. 8 shall not be pledged to payment of the Bonds, and the Agency shall have no obligation to the bondholders or any other third party. (6) A portion of the proceeds of the Bonds shall be paid to the City and/or the Agency to cover costs of issuance, as reasonably determined by the City and/or the Agency. The costs of issuance shall include, without limitation, the cost of appraisals conducted prior to, on or after the date of issuance. (7) Developer hereby expressly agrees to the formation of such district and the issuance of such bonds and the levy of such special tax. Developer agrees to take all necessary or reasonable steps and execute all necessary or reasonable documents to facilitate or provide for such formation, issuance and levy. (8) In the event of such an issuance, Agency conveyance of Parcel A and Developer's sub -leasehold interest in Parcel B shall be subject to the retention by the Agency for conveyance to the City of air space fee title or other appropriate property interest for the public parking facility agreed upon by the parties. (g) The Agency's obligation to pay Available Site -Generated Tax Increment in accordance with this Attachment No. 8 shall be subordinate to the Agency's existing bonded indebtedness and bond issuance(s) and the refunding or refinancing thereof and any future bonds the Agency may issue and the bonded indebtedness incurred in connection therewith, provided that the Agency determines at the time of issuance of any such future bonds, based upon a report obtained by the Agency from its financial consultant, that such issuance and indebtedness will not materially and adversely affect the Agency's ability to perform its obligations under this Attachment No. 8. Bonded indebtedness includes any indebtedness incurred by the Agency for bonds, notes, interim REVISED ATTACHMENT NO. 8 cg:\HB\cTM\Amenamt\ REVISED SCHEDULE OF FEASIBILITY GAP PAYMENTS NewFeasgap6(5-7-02) Page 5 May 7, 2002 certificates, debentures, certificates of participation or other obligations issued by the Agency. The Agency's obligation to pay a portion of Available Site -Generated Property Tax Increment to Developer under this Attachment No. 8 is not and shall not be construed as a "pledge" of property tax revenues for purposes of Section 33671.5 of the Community Redevelopment Law. (h) This Attachment No. 8 is part of the Agreement and is subject to all of the terms and conditions thereof. (i) The Agency shall have the right at its option and as a non-exclusive remedy to set off amounts owed by Developer to the Agency, including without limitation amounts payable by Developer to the Agency pursuant to Section 701 of this Agreement, against amounts payable by the Agency under this Attachment No. 8; provided, however, that no amount shall be set off by Agency unless either (X) determined by final judgment to be owing to Agency, or (Y) in the case of amounts owed to Agency pursuant to Section 701 of this Agreement, such set off amount does not exceed the amount paid to Agency for the Operating Year which precedes the date of the set off. 0) The following definitions shall apply to this Attachment No. 8: (1) "Acquisition Costs" shall have the meaning ascribed to such term in Section 201.2 of this Agreement. Developer shall be responsible for the payment of all Acquisition Costs and relocation costs subject only to payment by Agency to Developer of the Agency Obligation and accrued interest as required herein. (2) "Agency Shortfall Reimbursement" shall mean an amount payable to Developer pursuant to paragraph (d) (viii) above in any year, solely from Surplus Agency Revenues, if any, actually received by the Agency in that year, equal to the amount, if any, that total Developer Shortfalls in prior years exceed total Agency Shortfall Reimbursements made in prior years. (3) "Agreement" as used herein shall mean that certain Disposition and Development Agreement by and between Agency and Developer, as implemented by the First and Second Implementation Agreements and this Third Implementation Agreement, of which this Revised Attachment No. 8 is a part. (4) "Available Site -Generated Property Tax Increment" means the total ad valorem property tax increment revenue allocated to and received by Agency pursuant to Section 33670(b) of the California Health and Safety Code, as said statute may be amended from time to time, by application of the one percent (I %) tax levied against real property as permitted by Article XIIIA of the California Constitution, in an amount attributable by the Orange County Assessor solely to the Site, but specifically excluding therefrom all of the following: (A) a portion of tax . increment revenues from the Site equal to the percentage of such revenues from the redevelopment project area as a whole that is set aside pursuant to Sections 33334.2 et seq. of the California Health REVISED ATTACHMENT NO. 8 cg:\HB\CJM\Amenamt\ REVISED SCHEDULE OF FEASIBILITY GAP PAYMENTS NewFeasgap6(5-7-02) Page 6 May 7, 2002 and Safety Code or any successor law for low- and moderate -income housing purposes; and (B) a portion of tax increment revenues from the Site equal to the percentage of tax increment revenues from the redevelopment project area as a whole that the Agency is required to pay to any and all governmental entities pursuant to any provision of law, as amended from time to time, or pursuant to tax sharing/pass-through agreements (including any and all agreements entered into prior to this Agreement by and Agency and such governmental entities implementing the tax sharing/pass- through agreements); and (C) a portion of tax increment revenues from the Site equal to the percentage of such revenues in the redevelopment project area as a whole which the Agency maybe required by the State of California to pay from time to time, including, for example, and without limiting the generality of the foregoing, any payments which the Agency may be required to pay to the Education Revenue Augmentation Fund pursuant to Section 33681 et sec . of the Community Redevelopment Law; and (D) the amount of any revenues received by the Agency which are attributable to any special taxes or assessments or voter -approved indebtedness; and (E) charges for County administrative charges, fees or costs equal to the percentage of such charges in the Project Area as a whole. (5) "Available Site -Generated Transient Occupancy Tax" as used herein shall mean transient occupancy tax revenue actually received by the City in any fiscal year following the Completion Date from the hotel to be constructed on the Site by Developer pursuant to and in accordance with the Agreement, a portion of which may be paid to the Agency pursuant to City Ordinance; provided, however, that in no event shall Available Site -Generated Transient Occupancy Tax include any transient occupancy tax revenue received by the City in any fiscal year by reason of any increase in the transient occupancy tax rate made by the City after the date of this Amendment, and in no event shall any such increased tax amount be included in any calculations of Available Site -Generated Transient Occupancy Tax or be paid to Developer. (6) "City" as used herein shall mean the City of Huntington Beach. (7) "Completion Date" as used herein shall mean the date on which the Release of Construction Covenants to be issued by Agency pursuant to the Agreement with respect to the improvements to be constructed by Developer on or in connection with the Site is recorded in the Official Records of Orange County. (8) "Developer Shortfall" shall mean the amount, if any, that (i) the payment made by Agency to Developer in any year on account of the Agency Obligation pursuant to paragraphs (d) (ii) to (v) above, is less than (ii) the amount that would be sufficient to fully amortize the Agency Obligation, plus interest, over a 25-year period commencing with the Completion Date based upon the amortization schedule then in effect pursuant to paragraph (d) (vi) above. (9) "Extra Number of Parking Space Costs" shall mean the amount by which the cost approved by the Agency for the public parking facility to be constructed by Developer on the REVISED ATTACHMENT NO. 8 cg:\HB\crM\Amenamt\ REVISED SCHEDULE OF FEASIBILITY GAP PAYMENTS NewFeasgap6(5-7-02) Page 7 May 7, 2002 Site (excluding that portion of such cost necessary to provide adequate foundations and support for Developer's private improvements to be constructed by Developer above such parking facility, but including costs of construction, design, engineering and permitting and fees for such parking facility) is reasonably determined by Agency's Executive Director to have increased solely due to the City or other governmental agency having jurisdiction over the development of the Site requiring a number of parking spaces in excess of four hundred and three (403) spaces. (10) "Project Costs" as used herein shall have the meaning ascribed to such term in Section 216 of this Agreement. (11) "Surplus Agency Revenues" shall mean the excess, if any, in any year of (1) revenues required by paragraphs (d) (ii) to (v) above to be available for payment from Agency to Developer on account of the Agency Obligation, over (ii) the amount actually required to be paid in that year by Agency to Developer by said sub -paragraphs (the amount that would be sufficient to fully amortize the Agency Obligation, plus interest, over the amortization period and schedule then in effect pursuant to paragraph (d)(vi) above, to the extent of the availability of such ear -marked funds). (12) All capitalized terms not defined in this Attachment No. 8 shall have the meanings ascribed to such terms elsewhere in this Agreement. hh\cim\Amendmt\NewFeasgap5 wpd March 27, 2002 REVISED ATTACHMENT NO. 8 cg:\FB\cIM\Amendn,t\ REVISED SCHEDULE OF FEASIBILITY GAP PAYMENTS NewFeasgap6(5-7-02) Page 8 May 7, 2002 Summary Report Section SUMMARY REPORT PURSUANT TO SECTION 33433 Of the CALIFORNIA COMMUNITY REDEVELOPMENT LAW On the DISPOSITION AND DEVELOPMENTAGREEMENT Third Implementation Agreement By and between the REDEVELOPMENT AGENCY Of the CITY OF HUNTINGTON BEACH And CIM GROUP LLC (October 4, 2002) 1. INTRODUCTION The California Health and Safety Code, Section 33433, requires that if a redevelopment agency wishes to sell or lease property to which it holds title and if that property was acquired in whole or in part with property tax increment funds, the agency must first secure approval of the proposed sale or lease agreement from its local legislative body after a public hearing. A copy of the proposed sale or lease agreement and a summary report that describes and contains specific financing elements of the proposed transactions shall be available for public inspection prior to the public hearing. As contained in the Code, the following information shall be included in the summary report: The cost of the agreement to the redevelopment agency, including land acquisition costs, clearance costs, relocation costs, the costs of any improvements to be provided by the agency, plus the expected interest on any loans or bonds to finance the agreement; 2. The estimated value of the interest to be conveyed or leased, determined at the highest and best use permitted under the redevelopment plan; 3. The estimated value of the interest to be conveyed in accordance with the uses, covenants, conditions and development costs required under the proposed agreement with the agency, i.e., the. reuse value of the site; 4. An explanation of why the sale or lease of the property will assist in the elimination of blight; and 5. The purchase price or sum of the lease payments that the lessee will be required to make during the term of the lease. If the total sale proceeds and rental amount is less than the fair market value of the interest to be conveyed or leased, determined at the highest and best use consistent with 10/04/0211:12 AM the redevelopment plan, then the Agency shall provide as part of the summary an explanation of the reasons for the difference. This report outlines the salient parts of the proposed Third Implementation Agreement to the Disposition and Development Agreement (DDA) by and between the Huntington Beach Redevelopment Agency (Agency) and CIM Group, LLC. (Developer), which requires the Developer to use the subject site (Site) in the Main -Pier Sub Area of the Merged Redevelopment Project in Huntington Beach for the design and construction of approximately 152 room hotel, approximately 226,500 sq. ft. of gross leasable area of new retail, office and restaurant improvements, a subterranean public parking facility, and other amenities. The purpose of this analysis is to determine the cost of the Agreement to the Agency. This report is based upon information in the proposed Agreement and is organized into the following seven sections: I. Summary of the Proposed Agreement Site, the proposed development and the Developer. : This Section includes a Description of the major responsibilities of the Agency and the Cost of the Agreement to the Agency: This section outlines the cost of the Agreement to the Agency. It presents the terms of the conveyance to the Developer by the Agency, and sets forth the net cost of the Agreement of the Agency. Ill. Revenues received by the City: This section summarizes the sales tax and transient occupancy tax revenues received by the City. IV. Estimated Value of the Interest to be Conveyed: This section summarizes the value of the interest to be conveyed to the Developer. V. Consideration Received and Reasons Therefore: This section describes the purchase price to be paid by the Developer to the Agency. It also contains a comparison of the sale proceeds and the fair market value at the highest and best use consistent with the Main -Pier Sub Area for the interests conveyed. VI. Elimination of Blight: This section includes an explanation of why the sale of the property will assist in the elimination of blight and the supporting facts and materials. VIII. Conformance with AB 1290 Implementation Plan: This section describes how the DDA is in conformance with the Agency's Implementation Plan. 10/04/0211:12 AM 2 II. Summary of the Proposed Agreement A. Description of the Site and Proposed Development Site The Site is comprised of approximately three acres of land divided into two blocks, commonly known as Blocks 104 and 105. The various parcels within the two blocks will .be consolidated into one 2.97 acre parcel for condominium purposes. The project is located in the Main -Pier Sub Area of the Huntington Beach Redevelopment Project Area. Pacific Coast Highway, Sixth Street, Walnut Avenue and the alley bound the Site between Fifth Street and Main Street. The Redevelopment Agency owns all but one of the parcels on the Site encompassing 2.12 acres. The developer has a long-term lease on the one parcel comprising the balance of the site. The project site now excludes the Main Street properties and the Bagstad parcel on Pacific Coast Highway. 2. Developer The Developer of the Site is CIM Group, LLC. (Developer). The development entity will be CIM/Huntington, LLC, a company formed by CIM Group for the purpose of developing this project. 3. Project Description The Project will include a hotel with approximately 152 rooms, approximately 226,500 sq. ft. of gross leasable area of new retail, office and restaurant improvements, an underground public parking facility and surface parking with approximately 405 spaces, and other amenities. The project scope has been modified to reflect the smaller site. A. Summary of Proposed Business Terms 1. Land conveyed to Developer with Developer expenditures to complete site assembly or Developer Advance, and Agency Participation being the consideration. 2. Agency agrees to repay the Financial Gap or Developer Advance for the project that is defined as $7,900,000. The Gap can also increase if the developer incurs Extra Parking Costs for the parking spaces required in excess of 403 spaces. The gap will also decrease by 75% of the amount that Certified Project Costs are less than $46,000,000. 3. Agency to repay Developer Advance over 25 years at 10% interest from project generated revenues, including: 10/04/0211:12 AM 3 a. 100% of Property Tax Increment Revenues less the 20% Housing Set -Aside and payments to taxing agencies. b. 83.33% of, Transient Occupancy Taxes received by the Agency (6% of the 10% levied). C. 100% of Net Parking Revenues. d. Additional available Agency funds as needed to pay for Extra Parking Costs or as needed to repay Developer Advance over 25 years if no community facility bonds are issued. Funds payable by the Agency under this paragraph 3.d is limited to an amount equal to the Transient Occupancy Taxes generated by the project which are not paid to Developer under 3.15. e. 10% interest reduced to the True Interest Note of the bonds if tax- exempt community facility bonds are issued. f. If there is a shortfall in available Agency funds to repay the Developer Advance in any year, the Agency is obligated to make- up the shortfall in subsequent years if there are available Agency funds in excess of the minimum payments due. 4. Agency to Participate in Project Revenues a. The Redevelopment Agency will participate in the Gross Project Revenues at a rate of 30% of Adjusted Gross Project Revenues (80% of Gross) above the level that provides Developer a 12% return on project costs. Participation to be for a period of 40 years Project costs to include costs for initial tenancies after certificate of completion. For additional project costs after initial tenancies, the Agency will reasonably consider adding future costs. b. Participation buyout by Developer possible with a sale until Year 10, or after Year 3 without a sale if the Agency rejects proposed capital expenditures totaling more than $1.2 million in any three- year period. Participation buyout allowed after Year 10 for any reason. Buyout in Years 1 — 20 based on capitalized value of participation, using a 9.5% cap rate, for remainder of term, but not less than $2.4 million for the first 10 years. Buyout for Years 21-40 based on net present value of future participation with escalation and discounted by the appropriate T- bill rate plus 3%. 10/04/0211:12 AM 4 C. Developer Responsibilities 1. Developer to fund all offsite and onsite infrastructure and improvements, including site preparation and demolition, utility relocation costs, hazardous materials remediation, conditions of approval and mitigation measures related to approval of entitlements and infrastructure. 2. Developer to advance to Redevelopment Agency all costs in the areas of property acquisition, relocation, and demolition. 3. Developer is to provide the Agency evidence of equity and firm and binding commitments of financing necessary for the acquisition of the Site and the construction and development of the improvements. 4. Developer to enter into hotel franchise agreement with a franchise and a hotel management agreement with an operator to be approved by the Agency. 5. Developer to provide a $150,000 Good Faith Deposit upon signing of Disposition and Development Agreement (DDA). (These funds have been provided). 6. Developer to refrain from appealing property tax assessments below a minimum agreed value. D. Agency Responsibilities 1. Agency will repay the Financial Gap or Developer Advance from site generated revenues. 2. Agency agrees to use its best efforts to establish a Mello -Roos District or similar district or other financing facility to repay the Developer Advance with a lower cost of funds for the Agency. Mello -Roos District to be utilized to cover the costs of public improvements including the publicly owned parking garage. The garage will be owned by the City of Huntington Beach. Cost of the Agreement to the Agency The development value of the project is estimated to be $ 51.7 million. Construction Value of Improvements Total Cost (Excluding Parking) $ 41,400,000 Parking Costs 10,300,000 Total Development Costs $ 51,700,000 10/04/0211:12 AM 5 A. Estimated Cost to The Agency For this DDA the costs that the Redevelopment Agency must incur are estimated to be: Total Cost Present Value Previously Incurred Acquisition $ 7,900,000 $7,900,000 Site Costs 50,000 50,000 Repayment of Developer Advance (Est. Principal, Interest, & Cost of Issuance) 19,675,555 8,000,000 SUB TOTAL $27,625,555 $15,950,000 Less Value of Parking Facility $ 10,300,000 Less Minimum Participation Estimate Assuming Buy-out $ 2,400,000 NET COST $ 3,250,000 As shown above, the estimated total cost to the Agency is $ 27,625,555. On a present value basis, the cost to the Agency is $ 3,250,000 net of the value of the Public Parking Facility and the minimum Participation Payment expected. The present value estimate effectively discounts the interest on the Developer Reimbursement to net zero present value. The Developer reimbursement shall be amortized over 25 years from the Agency's project generated revenues. B. Revenues to the Agency Through the generation of property tax increment and transient occupancy tax revenues, the Block 104/105 development is projected to generate significant revenues to the Agency. As shown in Attachment A and summarized below, over 25 years, the hotel and retail complex will generate $16,135,000 in Property Tax Increment (including the Housing Set Aside) and $6,234,743 in Transient Occupancy Taxes, and $6,744,964 in Parking Revenues to the Redevelopment Agency. Revenues Property Tax Increment $16,135,000 Transient Occupancy Taxes 6,234,743 Parking Revenues 6,744,964 TOTAL $29,114,707 NET PRESENT VALUE $ 3,115,037 C. Net Benefit to the Agency The present value of the Agency revenues after repayment of the Developer Advance is estimated to be $ 3,115,037. Previously Incurred Acquisition and Site Costs of $7,900,000 are subtracted from $3,115,037, which results in a Net Benefit to the Agency on a Present Value basis of a negative $4,734,963. 10/04/0211:12 AM 6 IV. CITY BENEFITS A. City Revenues In addition to the Agency revenues discussed above, Block 104/105 will generate significant revenues for the City of Huntington Beach. City revenues include 100% of the Sales Tax generated by the hotel and the restaurant/retail space and 40% of the Transient Occupancy Tax (TOT), plus other minor revenues including utility user taxes. Over 25 years, the City is estimated to receive $4,156,495 in TOT from the hotel. From the restaurant/retail space the City is projected to receive $9,689,183 in sales tax revenues. City revenues from these two sources total $13,845,678. In total, the City will receive $13,845,678 million in revenue from these two sources, having a present value of $ 5,691,870. No Sales Taxes are pledged to obligation of the City to make elimination of the Cooperation Redevelopment Agency. Additional Considerations repay the Developer Advance. There is no any payments to the Developer with the Agreement between the City and the As discussed, the Redevelopment Agency and the City will receive sales tax, property tax and transient occupancy tax through the economic life of the project. In addition, a number of other benefits will result from the successful completion of the Project. These are highlighted below: 1. The Project Implements the Redevelopment Plan by: • Removing blight; and improving land and installing required public improvements thereby encouraging new construction; ® Mitigating development limitations which constitute a serious physical, social and economic burden on the community; ® Providing adequate public improvements, public facilities, open spaces and utilities; and ® Providing construction and long-term employment opportunities, especially for low- and moderate -income individuals. 2. Implements the Downtown Specific Plan. 10/04/0211:12 AM 7 3. Ads a hotel at a different price point level to the Downtown core area and increases the attractiveness to the City's tourists and visitors. 4. Results in the construction of a significant amount of restaurant and quality retail space, which will enhance the opportunity to attract retailers to the area and serve to diversify the types and numbers of people attracted to the Downtown area. 5. Improves perceptions of the Downtown and beach as a destination for people from outside the area. Positions the city to serve a base for the expanding visitor attractions in the nearby communities, including the Aquarium of the Pacific in Long Beach and Disney's California Adventure now under construction in Anaheim. 6. Enhances the Downtown as a destination for quality retailers, restaurants and developers. 7. Contributes to efforts to create an 18-hour Downtown with visitors and residents remaining Downtown in the evening for shopping, dining and entertainment. 8. Provides for the highest and best use of previously under-utilized and currently unattractive properties. V. ESTIMATED VALUE OF INTEREST TO BE CONVEYED A. Reuse Value The reuse value for the Site is directly a function of the development economics for the specific development required to be constructed under the terms and conditions of the DDA. The covenants and conditions of the DDA require that the Developer to use the Site in the Project Area for the construction of a hotel, restaurants and retail space. In a reuse valuation report prepared by Sedway Group, it was concluded that the fair reuse value for the Site, taking into account the covenants and conditions contained in the DDA is $ 2.4 million that is what the Developer is paying for land and the rights to parking. B. Estimated Value at Highest and Best Use Sedway has also reviewed the value of the interests conveyed to the Developer if sold by the Redevelopment Agency in a cleared and developable state at its highest and best use allowed under the redevelopment plan. A single story retail center with surface parking would generate the highest reuse value of $3.8 million. 10/04/0211:12 AM 8 VI. CONSIDERATION RECEIVED AND THE REASONS Under the terms of the Agreement, the Agency will convey the Site to the Developer for no initial consideration. Though, in effect, the Developer is paying $2.4 million for land and rights to parking. This is less than the Agency's costs and is less than the highest reuse value. The Agency will ultimately receive additional consideration in the form of the ownership of the public parking facility and an anticipated minimum Participation Payment of $2.4 million. In addition, the Agency will receive both Property Tax Increment and Transient Occupancy Taxes. The City also benefits through the generation of Transient Occupancy Taxes and Sales Tax. The Developer is responsible for advancing all costs associated with the development of the project since the Agency does not have the resources to complete site assembly itself and to construct the parking structure. This Developer Advance or Feasibility Gap will be repaid only out of project -generated revenues. In order to ensure a self-financing project for the Agency and the best mix of uses, the project places the parking in a subterranean garage. This is an extraordinary development cost that does not generate commensurate revenues. In entering into the Agreement, the Agency has determined that a high quality retail, restaurant, and hotel complex, as required by the Agreement, represents the best complement of uses. The addition of high quality retail space, which meets the current requirements of retailers and destination restaurateurs, will enhance the desirability of Downtown Huntington Beach as a retail center. This is expected to facilitate the attraction of a more diverse base retail base with an ability to attract a wider range of customers and visitors. The project is also expected to better incorporate the remainder of Fifth Street in to the retail and commercial fabric of the Downtown core. The proposed hotel will be a welcome addition to the Downtown core and will complement the other hotel developments taking place in the greater Downtown area. This product will be an alternative not currently found in the area, that being a limited service property. The project will eliminate under-utilized and blighted influences in the area. The project also provides for the implementation of public improvement and public facilities goals in the area. As a result, it will further the goals of the Main -Pier Sub Area. In conclusion, the Agency is entering into the Agreement for less than fair market value in order to achieve the objectives set forth in the Redevelopment Plan for the Main -Pier Sub Area and the Downtown Specific Plan and to achieve the benefits which result to the Agency and City. 10/04/0211:12 AM 9 VII. ELIMINATION OF BLIGHT The site consists of 2.97 acres of land located in the Main -Pier Sub Area in the area bounded by Pacific Coast Highway, Sixth Street, Walnut Avenue, and Main Street. It also includes the Cracchiolo property facing Pacific Coast Highway The site excludes the already redeveloped Oceanview Promenade Building, the buildings along Main Street and the historic Worthy House property. The project site includes 13 parcels already owned by the Redevelopment Agency. These parcels are now vacant and once had a range of improvements that were demolished. These improvements were substandard and a number of the parcels had soils contamination that had to be remediated. The remaining seven parcels are improved with a mix of single and two-story structures in various states of repair and are considered to be an under utilization of the site. The structures are non -conforming and would require substantial modification to conform to the Downtown Specific Plan. The conveyance of the Agency parcels result in the removal of blight and the highest and best use of the consolidated parcels. This will enable the development of a critical mass of retail and restaurant under the control and operation of a single entity with substantial experience in the management of such properties. The proposed development will strengthen the competitiveness of the Downtown area and provide a catalyst for additional private investment in the Main -Pier Sub Area and the further elimination of blight. The project will increase employment, both in the construction phase and thereafter. Thus, the Agency is entering into an Agreement in order to achieve its objectives to stimulate further development in the Downtown area and to remove blight from the area. VIII. CONFORMANCE WITH AB 1290 IMPLEMENTATION PLAN The primary AB 1290 Implementation Plan program objective for the Main -Pier Sub Area is to eliminate conditions that negatively impact economic development of the community by acquiring, removing, consolidating, and rehabilitating substandard properties. Furthermore, the Implementation Plan also establishes a priority objective of increasing the community's economic base by encouraging investment in the redevelopment project area. The proposed project will provide new property tax increment, sales tax, transient occupancy taxes, business license taxes, and utility users taxes within the Main -Pier Sub Area, conforms to the Implementation Plan and will achieve the goals specifically defined in the Implementation Plan. 10/4102 10/04/0211:12 AM 10 Attachment ,.,.`, 1, REUSE VALUATION REPORT PURSUANT TO SECTION 33433 OF THE CALIFORNIA HEALTH AND SAFETY CODE on the SALE OF LAND PURSUANT TO THE PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT by and between HUNTINGTON BEACH REDEVELOPMENT AGENCY and CIM GROUP, LLC Prepared by: SEDWAY GROUP Prepared for: HUNTINGTON BEACH REDEVELOPMENT AGENCY Date of Report: SEPTEMBER 10, 2002 September 10, 2002 Mr. David C. Biggs Director of Economic Development City of Huntington Beach P.O. Box 190 Huntington Beach, CA 92648 Dear Mr. Biggs: The attached report addressed the valuation requirements of Section 33433 of the California Health and Safety Code. Due to the complex nature of the Disposition and Development Agreement (Agreement) between the Redevelopment Agency of the City of Huntington Beach and CIM Group, LLC, ("Developer") it is appropriate to analyze the residual land value before and after Developer contribution of a public parking structure. The conclusions of our analysis are: (1) The economics of the development proposed in the Agreement support a land value for the Agency property of approximately $2.4 million, excluding the parking structure. Taking into account the value of the parking structure to be deeded to the Agency, with a construction cost of $10.3 million, the Agency will be receiving not less than the fair reuse value of the land; or the fair market price taking into account all covenants and restrictions of the DDA. (2) The highest and best use value of the Agency site, without restrictions of the Agreement, is approximately $3.8 million. The development program proposed in the Agreement is a high -amenity, mixed -use commercial project that has been designed to maximize the redevelopment objectives for the site, including the generation of public revenues such as transient occupancy taxes, sales taxes and property taxes. To accommodate these uses, the project requires expensive subterranean parking. Less intensive development with lower parking costs is more economically feasible. Therefore, the project proposed in the Agreement does not represent the site's highest and best use. The analysis and data that support these conclusions are presented in the accompanying report. The report constitutes a summary report of a limited appraisal as those terms are defined in the Uniform Standards of Professional Appraisal Practice. Addendum A at the end of this report addresses the technical requirements of such a report. Sincerely, Thomas Jirovsky Terry Margerum Sr. Managing Director Sr. Managing Director TRM:KWF/nam Enclosure D:\WPDOCSTROJECTS\03696\03696 RO1 May 99.wpd TABLE OF CONTENTS I. INTRODUCTION.................................................................................................................. l II. DESCRIPTION OF THE PROPERTY AND DISPOSITION AND DEVELOPMENT AGREEMENT........................................................................................2 Siteand Area Description.........................................................................................................2 ProposedImprovements............................................................................................................3 III. SUMMARY OF BUSINESS TERMS...................................................................................5 LandAssembly Costs...............................................................................................................5 ParkingStructure...................................................................................................................... 5 Agency Repayment to Developer.............................................................................................7 Net Developer Payment............................................................................................................ 7 CityParticipation...................................................................................................................... 8 IV. VALUE BASED UPON AGREEMENT..............................................................................9 DevelopmentCosts................................................................................................................... 9 ProjectOperations..................................................................................................................11 V. VALUE AT THE HIGHEST AND BEST USE UNDER THE REDEVELOPMENT PLAN.....................................................................................................................................17 ADDENDA: A: UNIFORM STANDARDS OF PROFESSIONAL APPRAISAL PRACTICE COMPLIANCE B: ASSUMPTIONS AND LIMITING CONDITIONS C: CERTIFICATION OF THE APPRAISER I. INTRODUCTION This report has been prepared to fulfill the valuation requirements of Section 33433 of the California Health and Safety Code with respect to the disposition of Agency land on Blocks 104/ 105 in Huntington Beach. These requirements apply to sites that are transferred from a Redevelopment Agency to a private entity via a development agreement. The Code specifically calls for the following determinations: Value of the property based upon its highest and best use under the Redevelopment Plan; and Value of the property based upon the terms and conditions of the Development Agreement. Throughout this report, all references to the Disposition and Development Agreement ("Agreement") refer to the March, 2002, draft document entitled "Third Implementation Agreement to the Disposition and Development Agreement by and between the Redevelopment Agency of the City of Huntington Beach, Agency, and CIM Group, LLC, Developer." It is an explicit assumption of this report that the final Agreement will incorporate substantially similar business terms as the March, 2002, draft Agreement. Throughout this report, "Agency" refers to the Redevelopment Agency of the City of Huntington Beach and "developer" refers to CIM Group, LLC. This report is divided into four sections following this Introduction: Description of the property Summary of business terms Valuation based upon the Agreement Valuation at the highest and best use This report constitutes a summary report of a limited appraisal as those terms are defined in the Uniform Standards of Professional Appraisal Practice. Attachment A at the end of this report addressed the technical requirements of such a report. II. DESCRIPTION OF THE PROPERTY AND DISPOSITION AND DEVELOPMENT AGREEMENT SITE AND AREA DESCRIPTION The subject property, generally referred to as Blocks 104 and 105, consists of numerous separate parcels and is primarily bounded by 6th Street to the north, Pacific Coast Highway to the west, and Walnut Avenue to the east, in the City of Huntington Beach. The development site excludes all existing businesses located on Main Street and the commercial property at the corner of 6 h and Walnut. The Agency property is approximately 92,600 square feet. The Developer has independently leased a privately -owned 5,500 square foot parcel in the middle of the site. The intention under the Disposition and Development Agreement is for the Huntington Beach Redevelopment Agency (Agency) to transfer CIM GROUP 33433 REUSE VALUATION REPORT 1 SEPTEMBER 10, 2002 the Agency site pursuant to the terms of the Agreement. At the time of the anticipated transfer of the property, the site will be generally flat and ready for development. From 1988 through 1994, the RDA purchased the Agency parcels for a total of $7.8 million. Under the terms of the Agreement, these parcels will be deeded to the developer for $1.00. The property is located west of the Main Street commercial corridor within the Huntington Beach downtown district, proximate to the Huntington Beach Municipal Pier and the Pacific Ocean. The Main Street corridor comprises primarily pedestrian -oriented retail establishments. Existing developments in the vicinity of the subject include new mixed -use commercial projects, older single -tenant commercial buildings, and relatively new high -density multifamily residential developments. The Pierside Pavilion, a redevelopment project consisting of retail, office, and theater uses, is located across Main Street from the subject property at the corner of Pacific Coast Highway and Main Street. Secondary streets within the immediate area are primarily developed with single-family residences. The site is located within District 3 (visitor -serving commercial) of the Downtown Specific Plan. Allowed uses of the site include commercial retail uses. Uses requiring a conditional use permit include health and sports clubs, hotels, restaurants, residential uses, outdoor retail sales, and theaters. The height restriction in this district for projects encompassing one or more blocks is four stories, or 45 feet, while the maximum floor area ratio allowed is 3.0:1 The Downtown Specific Plan carries specific design criteria, which stipulate that new buildings employ "Mediterranean" architecture elements, such as tile roofs and arches. A legal description of the property can be found in Attachment 1 of the Agreement. A map is included as Attachment 2 of the Agreement. PROPOSED IMPROVEMENTS The Disposition and Development Agreement allows for a development that includes the following elements: Retail/office/restaurant uses of 100,000 to 110,000 square feet; Hotel of 145 to 170 rooms; and 400 parking spaces in an underground structure that will be a public facility operated under contract by the Developer. It is anticipated that a conditional use permit could be obtained to allow for the development of the hotel and restaurant uses proposed under the Agreement. The development concept combines street retail with destination restaurant, cafe dining, upscale retail and lodging uses. To accommodate the proposed mix of uses and provide for a more aesthetically pleasing project, the parking structure will be subterranean. A more complete description of the proposed improvements can be found in Attachment 4 of the Agreement. Exhibit 1 summarizes the proposed development program for the subject property. CIM GROUP 33433 REUSE VALUATION REPORT 2 SEPTEMBER 10, 2002 Exhibit 1 Development Program Huntington Beach Retail/Office/Hotel Project e Blocks 104 and 105 RETAIL / RESTAURANT / OFFICE Gross Leasable No. Tenant Square Feet Al Express 6,000 Retail Al Vacant 5,000 Retail Al It's A Grind 1,323 Restaurant Al Vacant 1,467 Retail A1.2 Office 13,790 Office A1.3 Office 12,280 Office 61 Retail 5,100 Retail B2 Office 3,910 Office C1 Johnny Rocket 2,000 Restaurant C1 Ben & Jerry 940 Restaurant C1 Vacant 1,760 Retail C2 Office 4,700 Office D1 Victoria Secret 5,000 Retail D1 Retail 7,060 Retail D1 Retail 2,300 Retail E1.1 Vacant 7,500 Restaurant E1.2 Hollister 7,000 Retail F1 Abercrombie & Fitch 7,720 Retail F1 Pacific Sunwear 4,000 Retail F1 Office 6,800 Office F1 Retail 1,930 Retail 107,580 HOTEL Area (Rooms) 117,320 Square Feet Area (Common Areas) 4,590 Square Feet Total 121,910 Square Feet Area (Courtyard) 22,630 Square Feet Rooms 157 Rooms Total Gross Leasable Area (excluding parking) 229,490 Square Feet PARKING Subterranean Structured Spaces 400 Spaces Sources: CIM Group; Sedway Group. 1-Oct-02 D:\Documents and Settings\durang\Local Settings\Temporary Internet Files\OLK248\[33433 Model Update2.xls]Exhibit7 III. SUMMARY OF BUSINESS TERMS The business terms relating to the development of Block 104/105 are quite complex and involve a complicated series of actions and responsibilities on the part of both the Agency and the Developer. These relationships are documented in the body of the Agreement as well as Attachment 8 of the Agreement. This section of our report summarizes those aspects of the business terms that are directly related to the Section 33433 analysis. LAND ASSEMBLY COSTS The Agency began this process in 1988, and has acquired 13 properties, totaling 92,600 square feet. Agency costs to date are approximately $7.8 million. The Developer has already acquired a long-term leasehold interest in a 5,500 square foot parcel within the project boundaries. The $168,000 annual cost of the lease is included in the valuation analysis for the proposed reuse. In the event that the Developer fails to proceed with the Project, the City has the legal right to step in place of the Developer to control the entire site. PARKING STRUCTURE The project will include an approximately 400-car underground parking structure. The parking structure will be built by the Developer, and upon completion, the parking garage will be deeded to the Agency. Thus, the operation of the parking structure will be the responsibility of the Agency, and the Agency will receive all net operating income generated by the parking garage. The Redevelopment Plan does not stipulate that the parking structure be located underground. However, to increase the mix of uses (i.e., allow the hotel component), provide view corridors, and for aesthetic reasons, the Developer and the Agency have agreed that parking will be provided in a subterranean structure. As shown in Exhibit 2, total parking costs are estimated to be $10.3 million or approximately $25,900 per space. This cost estimate includes all direct and indirect costs for parking structure. The cost estimate was provided by the Developer based on an independent cost estimate provided by Pankow Companies which was reviewed by Sedway Group. CIM GROUP 33433 REUSE VALUATION REPORT 4 SEPTEMBER 10, 2002 Exhibit 2 Development Cost Summary - Parking Component Huntington Beach Detail/Office/Hotel Project - Blocks 104 and 105 2002 Dollars Total Cost Measure Direct Costs Structured Parking $7,900,000 $ 19,700 per Space Direct Cost Contingency $592,500 7.5% Total Direct Costs $8,492,500 Total Direct Costs per Space $21,231 Indirect Costs Permits $297,200 3.5% of directs Design and Engineering $249,000 2.9% of directs Project Development Fee $339,700 4.0% of directs Bond Financing $145,500 1.7% of directs Traffic Mitigation Fee $116,667 1.4% of directs Other Indirect Costs $266,833 3.1% of directs Interest Carry $387,400 4.6% of directs Contingency on Indirects $70,700 0.8% of directs Total Indirect Costs $1,873,000 TOTAL PARKING COSTS Total Parking Costs per Space $10,365,500 $25, 914 Sources: CIM Group; Sedway Group. DADocuments and Settings\durang\Local Settings\Temporary Internet Files\OLK248\[33433 Model Update2.xls]Exhibit7 1-Oct-02 AGENCY REPAYMENT OF DEVELOPER LOAN The economic terms in the Agreement provide for the Agency to reimburse the Developer for the "financial gap" related to the costs of the project.' The amount of Agency reimbursement is estimated not to exceed $7,900,000. (See Section IV - Value Based upon Agreement for calculation.) The Agreement calls for annual payments from the Agency to the Developer to pay interest and principal on the loan. The source of these payments will be net parking revenue, a portion of project -generated property tax increment, and a portion of project -generated transient occupancy tax. The Agency has indicated that it will commit 100 percent of the property tax increment (net of the 20 percent housing set - aside and other mandatory offsets), 60 percent of the total transient occupancy tax, and 100 percent of the parking revenues generated by the project. These revenues will be used to repay the loan over a maximum 25-year period. However, the Agreement also allows for the Agency to fully repay the Developer advance, at any time. CITY ]PARTICIPATION For its role in providing financial assistance to the Developer, the Agency will participate in future cash flows generated by the Project above a minimum threshold return to the Developer. The terms of the Agreement stipulate that the Developer will receive a minimum annual return equivalent to 12 percent of the net development cost, plus any accumulated shortfall in the years when the minimum return threshold is not met 'The economics of this project are'such that, without some Agency assistance, private development would not occur on the site. That is, the value of the completed project is not sufficient to justify its development costs. Without Agency assistance, there is a "gap," which is defined as the difference between total development costs (including land, parking, and normal developer profit) and the value of the completed project. 2The "accumulated shortfall" is defined as NOI less preferred return, which will be capitalized and added to the Developer's cost basis for purposes of calculating the preferred return. Through this capitalization of accumulated shortfall, the Agency is allowing the Developer its minimum 12 percent return on net Developer cost before the Agency participates in the excess profit. CIM GROUP 33433 REUSE VALUATION REPORT 6 SEPTEMBER 10, 2002 For its part, the Agency will receive 30 percent of Net Operating Income ("NOI") above the Developer's minimum return.' The Developer may buyout the Agency's participation rent for a minimum of $2.4 million before the end of the tenth year of operations in conjunction with a sale of the property or after the third year if the Agency rejects additional proposed capital expenditures above a minimum threshold. After the tenth year of operations, the buyout is calculated based on the capitalization of the current year's Agency participation. In the following section, Agency participation is subtracted from the Developer's net operating income when determining the project's value under the terms of the Agreement. The Agreement provided as an attachment to this report presents details of the participation agreement between the Developer and the Agency. CIM GROUP 33433 REUSE VALUATION REPORT 7 SEPTEMBER 10, 2002 IV. REUSE LAND VALUE ]BASED UPON AGREEMENT This section of the report presents a pro forma valuation of the Project. This is the analysis required under Section 33433 calling for a determination of value based upon the terms and conditions of the Agreement. Thus, this section of the report considered the development costs and compares these costs to the present value of the cash flows that the project is likely to produce. As described earlier in this report, the project planned for Block 1041105 has three major elements: retail/office, hotel, and parking. Component Building Area/Units_ Retail/Office 110,000 square feet Hotel 120,000 square feet/157 Rooms Parking — Structured 400 spaces Total Building Area 340,000 square feet (including parking) DEVELOPMENT COSTS Due to the integrated nature of the proposed development, the project cost estimate prepared combines the retail, hotel and parking component. Although independent estimates of development costs for each component are provided as Exhibit 3, these estimates include an allocation of certain costs based on the relative building area. Therefore, the relevant column in Exhibit 3 is total development costs. The total development costs for the project are approximately $50.1 million, as shown in Exhibit 3. These costs do not include developer profit, but do include $1.8 million for construction interest, $1.7 million for leasing commissions, and $1.2 million for project development fee. The Developer has indicated they have an agreement in principle to sell the hotel improvements to an operator for $13.08 million. Deducting the expected sale proceeds of $13.08 million results in a net development cost of $37.0 million. Developer profit is calculated as 12.0 percent of net development costs, or $4.4 million. Thus, total development costs, including developer profit, are estimated at $41.4 million, as indicated in Exhibit 3. For purposes of this analysis, costs shown in Exhibit 3 are shown in 2002 dollars. The development costs are based upon estimates prepared by the development team as well as independent investigation by Sedway Group. CIM GROUP 33433 REUSE VALUATION REPORT 8 SEPTEMBER 10, 2002 Exhibit 3 Development Cost Summary Huntington Beach Retail/Office/Hotel Project - Blocks 104 and 105 I. Assumptions OTHER PUB. RETAIL HOTEL PARKING IMPRVMTS. Direct Costs - Construction Contingency 7.5% 7.5% 7.5% 5.0% Architecture & Engineering 5.8% 5.8% 4.0% Building Permits and Associated Fees 3.5% 3.5% 3.5% 3.5% Indirect Costs - Construction Contingency 5.0% 5.0% 5.0% 5.0% Reimbursables 12.0% 12.0% 10.0% 10.0% Project Development Fee 4.0% 4.0% 4.0% 4.0% Parking Structure Design & Engineering 0.0% 0.0% 3.5% 0.0% II. Development Costs Direct Development Costs Sitework Building ABC Buildings DEFG Parking Hotel Rooms Hotel Courtyard Utility Connection Subtotal Construction Contingency Total Direct Costs (Before TI's) Tenant Improvements Total Tenant Improvements Total Direct Costs (After TI's) Indirect Development Costs Permits and Associated Fees Traffic Mitigation Fee Architecture and Engineering Special Design Consultants Landscape Architect Other Reimbursables Development Fee EIR/Traffic/Parking DDA Approval/Implementation (Legal, etc.) Bond Financing Community Outreach Deposit & Other Reimbursables Planning Consultants Geotech/Environ menta I/Civil Concept Design/Feasibility Gensler/Concept/CUP Legal (DON4) Leases Project Marketing & Promotion (DON4) Market Research/Leasing Plan Marketing (Artwork & Copy) Leasing Commissions (DON6) Interest Carry Operating Loss - Cap'd Taxes, Ins., GL Indirect Cost Contingency Subtotal - Indirect Development Costs Percent of Direct Costs (excluding TI's) TOTAL DEVELOPMENT COSTS Hotel Sale Net Project Costs (Excl. Developer Profit) Developer Profit Total Development Cost RETAIL HOTEL PARKING $785,400 $1,988,000 $1,499,300 4,370,250 0 N/A 3,698,250 0 N/A N/A 0 6,400,000 N/A 10,971,900 N/A OTHER PUB. IMPRVMTS. TOTAL MEASURE $3,243,000 $7,515,700 Dev. Est. 0 4,370,250 $ 75 Per SF 0 3,698,250 $ 75 Per SF 0 6,400,000 $ 40 Per SF 0 10,971,900 $ 90 Per SF N/A 452,600 N/A 0 452,600 $ 25 Per SF N/A N/A N/A 200,000 200,000 Dev. Est. 8,853,900 13,412,500 7,899,300 3,443,000 33,608,700 664,043 1,005,938 592,448 172,150 2,434,578 9,517,943 14,418,438 8,491,748 3,615,150 36,043,278 3,835,900 $ 36 Per SF 3,835,900 0 0 0 3,835,900 Dev. Est. $13,353,843 $14,418,438 $8,491,748 $3,615,150 $39,879,178 $333,100 $504,700 $297,200 $126,500 $1,261,500 116,667 116,667 116,666 0 350,000 463,900 656,900 224,000 3,000 1,347,800 25,000 25,000 25,000 25,000 100,000 31,250 31,250 31,250 31,250 125,000 62,000 6,000 0 0 68,000 55,700 78,800 22,400 300 157,200 400,615 432,553 254,752 108,455 1,196,375 43,750 43,750 43,750 43,750 175,000 25,000 25,000 25,000 25,000 100,000 0 0 145,500 145,500 291,000 25,000 25,000 25,000 25,000 100,000 37,500 37,500 37,500 37,500 150,000 5,000 5,000 5,000 5,000 20,000 27,500 27,500 27,500 27,500 110,000 7,500 7,500 7,500 7,500 30,000 18,750 18,750 18,750 18,750 75,000 125,000 50,000 0 0 175,000 7,500 7,500 7,500 7,500 30,000 15,000 0 0 0 15,000 50,000 0 0 0 50,000 $1,458,000 $250,000 $0 $0 $1,708,000 592,500 651,900 387,400 168,200 $1,800,000 450,000 $450,000 90,700 112,900 70,800 34,200 308,600 $4,466,932 $3,114,170 $1,772,468 $839,905 $10,193,475 47% 22% 21% 23% 28% $17,820,775 $17,532,608 $10,264,216 $4,455,055 $50,072,653 (13,082,000) (13,082,000) $17,820,775 $4,450,608 $10,264,216 $4,455,055 $36,990,653 $ 2,138,493 $ 534,073 $ 1,231,706 $ 534,607 $ 4,438,878 $19,959,268 $4,984,681 $11,495,922 $4,989,661 $41,429,531 Sources: CIM Group; Sedway Group. D:\Documents and Settings\durang\Local Settings\Temporary Internet Files\OLK248\[33433 Model Update2.xls1Exhib1t7 Dev. Est. Dev. Est. Dev. Est. Dev. Est. Dev. Est. Dev. Est. Dev. Est. 3% of D.C. Dev. Est. Dev. Est. Dev. Est. Dev. Est. Dev. Est. Dev. Est. Dev. Est. Dev. Est. Dev. Est. Dev. Est. Dev. Est. Dev. Est. Dev. Est. Dev. Est. Dev. Est. Dev. Est. Dev. Est. Dev. Est. 12% of Costs 01-Oct-02 PROJECT OPERATIONS Retail/Office Assumptions and Static Analysis The retail/office portion of the project consists of approximately 110,000 square feet of space for retail, office and restaurant uses. Approximately 40 percent of the space, or 45,000 square feet, will comprise office uses, 10,000 square feet of restaurant uses, and about 55,000 square feet is assumed to be occupied by specialty retail shops. Lease rates projected for the retail component of the project are projected to range from $22 per square foot per year for the office space to $25 per square foot for the retail shops to $48 per square foot for prime first -floor fast food restaurant space. These lease rates were projected by the developer and take into account the level of tenant improvement provided in the construction costs. Retail and restaurant leases are assumed to be true net -net -net (NNN) with most operating costs (with the exception of non -recoverable expenses) passed through to individual tenants. Common area maintenance (CAM) and insurance charges are estimated at $3.00 per square foot per year, while management fees are estimated at 3.5 percent of retail and expense recovery income. Property taxes are estimated based upon the total development cost of the project including land and the parking garage, but excluding the hotel component. It is assumed that all CAM, insurance and property tax expenses, and management fees are recovered from individual tenants, as is customary in this market. This analysis assumes a vacancy rate of 3.5 percent and a collection loss rate of 1 percent, applied to rent and expense reimbursement income. Expense ratios, vacancy and collection loss rates, and recoveries are based on review of market trends. All operating assumptions with projected lease rates are presented in Exhibit 4. In addition, stabilized net operating income (NOI) in 2002 dollars based upon a static analysis is calculated. As shown, the retail/office component of the project is anticipated to generate a NOI of $2.66 million upon stabilization. Deducting the 3Td party ground rent payment of $168,000 results in a net income of $2.49 million. Hotel Assumptions and Static Analysis The hotel component of the project will comprise approximately 157 rooms. According to the terms of the Agreement, the hotel developed will "have an overall standard of quality equal to or better than a limited service hotel such as a Marriott Courtyard Hotel or Marriott Residence Inn." The Developer's intention is to build the hotel and sell the completed project to an operator under a ground lease arrangement, wherein the operator would also pay the Developer 30% of the hotel's gross revenues above an expected stabilized level of $5.44 million. The Developer has represented they have a draft Letter of Intent from a hotel operator under these terms. Therefore, this analysis calculates the hotel sale proceeds and participation income under these terms. For eligible cost overruns, the Developer will be paid in the form of a 10-year fully amortizing note. The current pro forma anticipates over $4 million in cost overages, resulting in an additional annual payment CIM GROUP 33433 REUSE VALUATION REPORT 10 SEPTEMBER 10, 2002 of $472,000 to the Developer. This net ground rent income is added to the retail NOI in the discounted cash flow analysis later in this section. CIM GROUP 33433 REUSE VALUATION REPORT 11 SEPTEMBER 10, 2002 Exhibit 4 Operating Assumptions - Retail Component Huntington Beach Retail/Office/Hotel Project - Blocks 104 and 105 2002 Dollars Potential Gross Retail / Office Income Total Measure No. Tenant Type Al Express Retail 6,000 Sq. Ft. $213,000 $35.50 per SF per Year Al Vacant Retail 5,000 Sq. Ft. $150,000 $30.00 Al It's A Grind Restaurant 1,323 Sq. Ft. $63,504 $48.00 Al Vacant Retail 1,467 Sq. Ft. $26,406 $18.00 A1.2 Office Office 13,790 Sq. Ft. $303,380 $22.00 A1.3 Office Office 12,280 Sq. Ft. $270,160 $22.00 B1 Retail Retail 5,100 Sq. Ft. $183,600 $36.00 B2 Office Office 3,910 Sq. Ft. $86,020 $22.00 C1 Johnny Rocket Restaurant 2,000 Sq. Ft. $72,000 $36.00 C1 Ben & Jerry Restaurant 940 Sq. Ft. $42,300 $45.00 C1 Vacant Retail 1,760 Sq. Ft. $105,600 $60.00 C2 Office Office 4,700 Sq. Ft. $103,400 $22.00 D1 Victoria Secret Retail 5,000 Sq. Ft. $177,500 $35.50 D1 Retail Retail 7,060 Sq. Ft. $211,800 $30.00 D1 Retail Retail 2,300 Sq. Ft. $69,000 $30.00 E1.1 Vacant Restaurant 7,500 Sq. Ft. $180,000 $24.00 E1.2 Hollister Retail 7,000 Sq. Ft. $196,000 $28.00 F1 Abercrombie & Fitch Retail 7,720 Sq. Ft. $231,600 $30.00 F1 Pacific Sunwear Retail 4,000 Sq. Ft. $180,000 $45.00 F1 Office Office 6,800 Sq. Ft. $149,600 $22.00 F1 Retail Retail 1,930 Sq. Ft. $92,640 $48.00 TOTAL RETAIUOFFICE INCOME 107,580 $3,107,510 Expense Reimbursements (CAM, Ins.,etc.) $309,758 78% Recovery Expense Reimbursements (Management Fee only) $27,968 20% Recovery Expense Reimbursements (Property Taxes only) $222,300 78% Recovery Less Vacancy Loss ($123,596) 3% of Above Revenue EFFECTIVE GROSS INCOME AND EXPENSE RECOVERY $3,543,940 Less Expenses (CAM and Insurance) ($397,126) $3.69 per Sq. Ft. Less Management Fee (Excluding Parking) ($139,838) 4.5% of Total Retail Income Less Property Taxes (Incl. Parking; Excl. Hotel) ($285,000) Developer Estimate Less Collection Loss ($31,075) 1.0% of Total Retail Income Other Non -Recoverable Expenses ($30,000) $0.28 per Sq. Ft. Total Expenses ($883,039) NET OPERATING INCOME $2,660,901 Ground Rent ($168,000) Developer Estimate NOI After Ground Rent $2,492,901 Sources: CIM Group; Sedway Group. D:\Documents and Settings\durang\Local Settings\Temporary Internet Files\OLK248\[33433 Model Update2.xls]Exhibit7 Exhibit 5 highlights the operating assumptions for the hotel component. As indicated, the 157 rooms are anticipated to have an average daily rate (ADR) of $125 per night and a 73 percent occupancy rate, generating an estimated $5.2 million in potential gross room revenue. The ADR and occupancy rates were provided by the Developer and checked for reasonableness by Sedway Group. Because the hotel will be limited service in nature, it is anticipated that 95 percent of total revenues will be attributed to the rooms, with 5 percent from other sources (i.e., phone charges). An operating expense ratio of 59 percent is assumed, implying that NOI is 41 percent of total hotel revenue. As indicated, these assumptions produce an N01 of $2.1 million to the hotel operator. After deducting the $310,000 ground lease payment and the estimated $85,000 participation rent, the net operator cash flow is approximately $1.9 million. This represents a 14% return on the $13.1 million capital investment, which confirms the feasibility of the proposed hotel sale/lease transaction. Parking Although the Developer will be paying for the development costs associated with the parking structure, the parking facility itself will be owned by the Agency. The Agency will be responsible for all operating expenses and the Agency will retain any net income from the garage. Thus, parking revenue and expenses are not included in this analysis of the project from the Developer's perspective. Combined Project Discounted Cash Flow Exhibit 6 presents a 10-year discounted cash flow analysis of the combined retail and hotel components of the project, with a Year 10 sale projected at a 9.25% cap rate. The major operating assumptions in the discounted cash flow analysis were discussed in the previous section. The revenue inflation assumptions for the dynamic model include a retail rent inflation rate of 9 percent applied every fourth year, and a hotel ground lease income inflation rate of 3 percent annually, CIM GROUP 33433 REUSE VALUATION REPORT 13 SEPTEMBER 10, 2002 Exhibit 5 Operating Assumptions e Hotel Component Huntington Beach Hotel Project a Blocks 104 and 105 2002 Dollars Hotel Operating Assumptions Hotel Average Daily Rate (ADR) $ 130.00 Number of Hotel Rooms 157 Occupancy Rate 73% Potential Gross Room Revenue $ 5,438,245 Room Revenue as % of Total Revenue 95% Total Hotel Revenue $ 5,724,468 Operating Expense Ratio (Incl. Mngmt. Fee, FF&E Reserve) 59% Net Operating Income (B-4 Ground lease) $ 2,347,032 Developer Cash Flow Annual'Hotel Ground Lease Payment (Base) Participation Rent /1 Cost Adjustment Recovery /2 Net Cash Flow to Developer $326, 560 84,740 $ 472,000 $ 883,300 Notes /1 30% of Gross Revenue > $5,442,000 /2 10-yr amortization of construction cost > $13,082,000 reimbursement Sources: CIM Group; Sedway Group. 11 DADocuments and Settings\durang\Local Settings\Temporary Internet Files\OLK248\[33433 Model Update2.xls]Exhibit Exhibit 6 Dynamic Cash Flow and Value Calculation Huntington Beach Retail/Hotel Project - Blocks 104 and 105 -;.;:.;:.;:.;:.;:.;:.;;;:.;:.;;::.:>;:.;:.;::.;:.;:.;:;.;:.;:.;:.;:.>.::;.;::.:.: <.;:::P. "tar:.... FaetO1::>:::>>:.::::::::><:«`'r';: ;: ;:;:;:Y ar T .:::>:::>Year = :<<;:Year :3':' :::>:Yea 4:<:::;: :Year.:'t5»::;<::::; :.:y zar:::::>::::. 6..... Y ::7:<>::>::><:::>:_ a ........... t t*r:: a .8......... ea..9.......... e...3Q I. Operating Statement Retail/Office Income 9.0% every4thy $3,107,510 3,107,510 3,107,510 3,387,186 3,387,186 3,387,186 3,692,033 3,692,033 3,692,033 4,024,316 Expense Reimbursements (CAM, Ins.,etc.) $309,758 319,051 328,623 338,481 348,636 359,095 369,868 380,964 392,393 404,164 Expense Reimbursements (Management Fee) $27,968 28,807 29,671 30,561 31,478 32,422 33,395 34,397 35,429 36,491 Expense Reimbursements (Property Taxes only) $222,300 226,746 231,281 235,907 240,625 245,437 250,346 255,353 260,460 265,669 Less Vacancy Loss - Rate 10.0% 3.4% 3.4% 3.4% 3.4% 10.0% 3.4% 3.4% 3.4% 3.4% Less Vacancy Loss ($366,754) ($125,192) ($125,701) ($135,733) ($136,269) ($402,414) ($147,752) ($148,333) ($148,931) ($160,842) GROSS INCOME AND EXPENSE RECOVERY $3,300,782 3,556,922 3,571,383 3,856,402 3,871,655 3,621,726 4,197,889 4,214,412 4,231,383 4,569,799 Expenses (CAM and Insurance) 3.0% ($397,126) (409,040) (421,311) (433,950) (446,969) (460,378) (474,189) (488,415) (503,067) (518,159) Management Fee 3.5% NA ($139,838) (124,492) (124,998) (134,974) (135,508) (126,760) (146,926) (147,504) (148,098) (159,943) Property Taxes (including Parking Excl. Hotel) 2.0% ($285,000) (290,700) (296,514) (302,444) (308,493) (314,663) (320,956) (327,375) (333,923) (340,601) Collection Loss 1.0% NA ($31,075) (36,821) (36,971) (39,921) (40,079) (40,241) (43,456) (43,627) (43,803) (47,306) Ground Lease ($168,000) (168,000) (168,000) (188,160) (188,160) (188,160) (188,160) (188,160) (210,739) (210,739) Other Non -Recoverable Expenses 3.0% ($30,000) (30,900) (31,827) (32,782) (33,765) (34,778) (35,822) (36,896) (38,003) (39,143) TOTAL EXPENSES ($1,051,039) (1,059,953) (1,079,621) (1,132,232) (1,152,974) (1,164,981) (1,209,510) (1,231,978) (1,277,634) (1,315,892) NET OPERATING INCOME - Retail $2,249,743 $2,496,969 $2,491,762 $2,724,170 $2,718,680 $2,456,745 $2,988,380 $2,982,434 $2,953,749 $3,253,906 Hotel Participation Income 3.0% $883,300 906,199 929,785 954,079 979,101 1,004,874 1,031,421 1,058,763 1,086,926 1,115,934 NET OPERATING INCOME - Retail and Hotel $3,133,044 $3,403,168 $3,421,548 $3,678,249 $3,697,782 $3,461,619 $4,019,800 $4,041,197 $4,040,675 $4,369,840 Less Agency Participation (1) $0 $0 $0 $0 $0 $0 ($17,940) ($24,359) ($24,202) ($122,952) Plus Reversion (2) $ 41,582,490 Less Agency Participation in Reversion (1) ($2,400,000) Net Operating Income After Agency Participation $3,133,044 $3,403,168 $3,421,548 $3,678,249 $3,697,782 $3,461,619 $4,001,860 $4,016,838 $4,016,472 $39,059,538 II. Project Valuation Under Terms of the DDA (254,763) Discount Rate 11.00% Net Present Value (rounded) $33,600,000 Notes: (1) The DDA stipulates that the Agency will receive 30% of stipulated NOI (80% of EGI) above minimum return of 12% of cumulative development cost to the Developer. Upon sale before Year 11, the Developer shall pay the Agency a minimum of $2.4 million. (2) Reversion Calculation Year 11 NOI $3,924,878 (excludes hotel cost recovery payment) Cap Rate 9.25% Indicated Value $ 42,431,112 Less Selling Expenses $ (848,622) 2.0% Net Proceeds $ 41,582,490 Sources: CIM Group; Sedway Group. D:\Documents and Settings\durang\Local Settings\Temporary Internet Files\01-K248\[33433 Mot 01-Oct-02 consistent with projected inflation. CAM and non -recoverable expenses are anticipated to grow at the annual 3 percent projected inflation rate. Property taxes are forecasted to grow at 2 percent per annum, consistent with Proposition 13. A sale of the property is assumed in Year 10, based on Year 11 projected NOI. Year I 1 NOI is capitalized to derive a sale value in Year 10.4 A cap rate of 9.25 percent was deemed appropriate to derive the reversionary value, based on a review of local and national market data. As previously discussed, the Developer is required under terms of the Agreement to buyout the Agency's participation for a minimum of $2.4 million upon sale prior to the 11th year. Thus, $2.4 million is subtracted from the reversionary value As previously discussed, the Agency will participate in the cash flow of the project above a minimum 12 percent return on cost to the Developer. Hence, Agency participation is subtracted from NOI to derive the Developer's net operating income. The Developer's NOI line is then discounted back to give an indication of the project value under terms of the Agreement. Value Analysis As shown at the bottom of Exhibit 6, the present value of the cash flow from the project that will accrue to the Developer is approximately $33.6 million. This value was derived by discounting the NOI after Agency participation at a 11.0 percent discount rate. This discount rate is based on a review of national investor criteria, and reflects the somewhat lower risk associated with this project due to the Agency guarantee of a minimum return to the Developer. From this amount, the non -parking development costs of the project of approximately $31.2 million are deducted in order to arrive at a residual land value supported by the terms of the Agreement of approximately $2.4 million. Deducting the estimated cost of the parking structure at $10.3 million yields the developer "financial gap" of $7.9 million, to which the Agency has a repayment obligation as described in Section III. 4 Because the participation agreement with the City stipulates a cash buyout upon sale, the NOI without participation is the relevant figure to capitalize to determine value. CIM GROUP 33433 REUSE VALUATION REPORT 16 SEPTEMBER 10, 2002 V. VALUE AT THE HIGHEST AND BEST USE UNDER THE REDEVELOPMENT PLAN DiscuSSI®N OF HIGHEST AND BEST USE The highest and best use of a property is commonly considered to be that use which meets the following criteria: Physically possible Legally permissible Financially feasible Maximally productive The Agency property is approximately 92,600 square feet, fully serviced by municipal infrastructure, and will be flat and ready for development when it is transferred pursuant to the Disposition and Development Agreement. Physically, the site would support any development that might reasonably be proposed in downtown Huntington Beach. The relevant zoning and redevelopment plan requirements were summarized in Section II of this report. These requirements would allow for most commercial uses on the site that are consistent with the uses already located in downtown Huntington Beach. The property is located in the core of the Main Street commercial corridor, and surrounding uses are predominantly commercial in nature. Further, the Downtown Specific Plan stipulates that uses on the subject property be visitor -serving commercial. Therefore, the highest and best use of the Block 104/105 property is considered to be commercial development. The redevelopment plan would allow for many forms of commercial development. The project proposed in the Agreement is a high -amenity, more intensive commercial project with a mix of uses that has been designed to maximize the redevelopment objectives for the site. This project will require expensive subterranean parking. Substantially less intensive development is allowed under the redevelopment plan, and the parking costs for such uses would be correspondingly lower. Therefore, the project proposed in the Agreement, although it maximizes the Agency's objectives for the site, does not represent the property's highest and best use. Sedway Group has analyzed several alternative forms of commercial development for the property, and the highest and best use is the development of the property as a single -story retail center with surface parking. A summary analysis of the economics of such a project is summarized in Exhibit 7. For this analysis, we have assumed that the 92,600-square-foot parcel would be developed at a 0.30 coverage ratio, yielding a 27,600 square -foot retail project. This coverage ratio is consistent with other comparable retail projects in Huntington Beach. Based on review of market conditions, a NNN lease rate of $2.25 per square foot per month, or $27.00 per year, is assumed. After subtracting 8.0 percent CIM GROUP 33433 REUSE VALUATION REPORT 17 SEPTEMBER 10, 2002 Exhibit 7 Valuation Analysis Huntington Beach e Blocks 104 and 105 Highest and Best Use Value 2002 Dollars I. Development Program Land Area Coverage Ratio Retail Building Area II. Operations Retail Rent (annual) TOTAL RETAIL INCOME Less Vacancy/Collection Loss NET OPERATING INCOME III. Valuation Cap Rate Indicated Building Value 92,600 sq.ft. 0.30 27,780 sq.ft. $27.00 per Sq.Ft. $750,060 8% ($60,005) $690,055 9.25% $7,460,056 IV. Residual Value Building Value $7,460,056 Less Development Costs at $100 /sq.ft. ($2,778,000) Less: Developer Profit @ 12% ($895,207) Indicated Residual Land Value Per Square Foot $3,786,849 $40.89 Sources: CIM Group; Sedway Group. II DADocuments and Settings\durang\Local Settings\Temporary Internet Files\OLK248\[33433 Model Update2.xls]Ex of gross income for vacancy/collection loss, a net operating income of approximately $690,000 is indicated. To derive a value of the project upon completion, the net operating income is capitalized at 9.25 percent. This yields an estimated $7.5 million value for the project as complete. To estimate development costs, Sedway Group assumed an all -encompassing cost of $100 per square foot. This cost estimate includes all direct costs (including shell and core construction, tenant improvements, surface parking, landscaping, and site work), indirect costs (including A&E, legal, financing, permits, fees, leasing commissions, marketing, contingency, etc.). As indicated in Exhibit 7, total development costs under this scenario are estimated at $2.8 million. In addition, an allowance for developer profit equal to 12% of the capitalized value is deducted as a development cost. This overall development cost of $3.7 million is subtracted from the estimated completed building value of $7.5 million to derive the estimated residual land value of $3.8 million, or $40.89 per square foot of land area, as indicated in Exhibit 7. D:\WPDOCS\PROJECTS\03696\03696 R01 May 99.wpd CIM GROUP 33433 REUSE VALUATION REPORT 19 SEPTEMBER 10, 2002 ADDENDUM A USPAP COMPLIANCE INFORMATI®N The accompanying report constitutes a summary report of a limited appraisal as those terms are defined in the Uniform Standards of Professional Appraisal Practice (USPAP). Departure was made from selected non -binding portions of USPAP. These departures were made primarily because Section 33433 of the California Health and Safety Code specifically calls for a limited analysis, as well as the fact that the intended audience of this report is very familiar with the site appraised and the Huntington Beach market area. Specific requirements from which departures were made include 1-4(b), 1-4 (f), and 14(h). The appraisal utilizes only the income approach since (1) this is the most appropriate approach to determine the value of the rights to develop a redevelopment property and (2) data for the sales comparison and cost approaches would not be as meaningful for a subsidized redevelopment project. SUMMARY DESCRIPTION OF THE DEAL ESTATE The subject property, commonly referred to as Blocks 104 and 105, consists of 20 separate parcels and is primarily bounded by 6th Street to the north, Pacific Coast Highway to the west, Main Street to the south, and Walnut Avenue to the east, in the City of Huntington Beach. The subject property excludes the northeast and southwest corner parcels of this two -block area. The subject property is approximately 127,400 square feet. INTENDED CLIENT, PURPOSE AND USE OF THE APPRAISAL The client is the Huntington Beach Redevelopment Agency. The purpose and intended use of this appraisal is to provide certain valuations that are required by Section 33433 of the California Health and Safety Code. It is intended to be used by the Huntington Beach Redevelopment Agency to assist in making the findings that are required by this Section of the Code. REAL PROPERTY INTEREST APPRAISED The fee simple interest in the property is appraised. In Sections IV and V, this interest is subordinated to the intentions of the Redevelopment Agency. In Section IV, the fee simple interest is further subordinated to the terms of the Agreement. TYPE OF VALUE ESTIMATED This report estimates the market value of the subject property utilizing the definition of market value as presented in USPAP as follows: CIM GROUP 33433 REUSE VALUATION REPORT 20 SEPTEMBER 10, 2002 The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: buyer and seller are typically motivated; both parties are well informed or well advised, and acting in what they consider their best interests; a reasonable time is allowed for exposure in the open market; payment is made in terms of cash in United States dollars or in terms of financial arrangements comparable thereto; and the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. EFFECTIVE DATE OF THE APPRAISAL AND THE REPORT The effective date of the appraisal and the date of this report is April 15, 2002. However, as described above, the appraisal is based upon the future condition (assembled, vacant, and ready for development) of the property. It is reasonably probable that these conditions will be met. SUMMARY OF THE DATA COLLECTION PROCE�S Various documents were reviewed including the following: Third Implementation Agreement to the Draft Disposition and Development Agreement by and between Redevelopment Agency of the City of Huntington Beach and CIM Group; Proposed revisions to the Agreement; Various analyses prepared by CIM Group. In addition, conversations were held with various real estate professionals familiar with the Huntington Beach real estate market, and relevant data were also utilized from the Sedway Group library and files. CIM GROUP 33433 REUSE VALUATION REPORT 21 SEPTEMBER 10, 2002 ADDENDUM B ASSUMPTIONS AND LIMITING CONDITIONS SPECIAL, ASSUMPTION AND LIMITING CONDITIONS This analysis assumes that the final Agreement is consistent with the Draft Agreement, dated March, 2002 upon which this analysis is based. The value of the hotel component is based upon a sale arrangement between the developer and a hotel operator. The developer has a draft Letter of Intent from a hotel. Sedway Group has not reviewed this LOI. The terms of the LOI were given to Sedway Group verbally. Construction costs and lease rates and terms were provided by CIM Group. Sedway Group checked these figures for reasonableness, but did not obtain independent cost estimates. STANDARD ASSUMPTION AND LIMITING CONDITIONS The title to the subject property is assumed to be marketable and the property is free and clear of all liens and encumbrances, except as noted. No liability is assumed for matters that are legal or environmental in nature. Ownership and management are assumed to be in competent and responsible hands. 4. No architectural or engineering study, property survey, soil study or environmental investigation has been made, and no liability is assumed in connection with such matters. The described physical condition of the property is based on visual inspection only, and it is assumed that there are no hidden or unapparent physical conditions affecting value. Dimensions and areas are as supplied by others or based upon field measurements and are subject to survey by qualified professional surveyors or architects. The valuation will be prepared for the specific objective stated and shall not be used for any other purpose without the written permission of Sedway Group. 6. The signatories shall not be required to give further consultation or testimony, or appear in court or at any public hearing with reference to the property appraised, unless prior arrangements have been made with the client. 7. This report is intended to be read and used as a whole and not in parts. Separation of any section or page from the main body of the report is expressly forbidden and invalidates the report. 8. Any estimates of future rents, expenses, net operating income, mortgage debt service, capital outlays, cash flows, inflation, capitalization rates, yield rates or interest rates are intended solely for analytical purposes and are not to be construed as predictions of the appraisers. They represent only the judgment of the authors as to the assumptions likely to be used by purchasers CIM GROUP 33433 REUSE VALUATION REPORT 22 SEPTEMBER 10, 2002 and sellers active in the market place as of the date of value, and their accuracy is in no way guaranteed. It is assumed that all necessary licenses, agreements, franchises, etc., remain in full force and effect in order to continue the operations of the property as a going concern throughout the financial analysis period of this appraisal, unless otherwise noted. 10. Possession of this report does not carry with it the right of publication. It shall be used for its intended purpose only and by the parties to whom it is addressed. Neither all nor any part of the contents of this report shall be conveyed to the public through advertising, public relations, news, sales, or other media without the written consent or approval of the author. This applies particularly to value conclusions and the identity of the appraiser or firm with which it is connected. 11. Property values are influenced by a large number of external factors. The information contained in the report comprises the pertinent data considered necessary to support the value estimate. No pertinent fact has been knowingly withheld, but we do not guarantee that we have knowledge of all factors that might influence the value of the subject property. Due to the rapid changes in the external factors, the value estimate is considered reliable only as of the effective date of the appraisal. 12. The appraisers reserve the right to make such adjustments to the analyses, opinions, and conclusions set forth in this report as may be required by consideration of additional data or more reliable data that may become available. 13. The date of value to which the conclusions and opinions expressed in this report apply is set forth in the letter of transmittal and the appraisal document. The dollar amount of any value opinion rendered in this report is based upon the purchase power of the U.S. dollar existing on that date. 14. If this report is placed in the hands of anyone other than the Client, the Client shall make such party aware of all limiting conditions and assumptions of the assignment and related discussions. The Appraiser is in no way to be responsible for any cost incurred to discover or correct any deficiencies of any type present in the property, physically, financially and/or legally. The Client also agrees that, in case of lawsuit (brought by lender, partner or part owner in any form of ownership, tenancy or any other part), Client will hold appraisers completely harmless from and against any liability, loss, cost or expense incurred or suffered by appraiser in such action, regardless of its outcome. CIM GROUP 33433 REUSE VALUATION REPORT 23 SEPTEMBER 10, 2002 ADDENDUM C CERTIFICATION OF THE APPRAISER The undersigned hereby certify that to the best of our knowledge and belief: The statements of fact contained in this report are true and correct. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are our personal unbiased professional analyses, opinions, and conclusions. We have no present or prospective interest in the property that is the subject of this report, and have no personal interest or bias with respect to the parties involved. Our compensation is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate, the attainment of a stipulated result, or the occurrence of a subsequent event. Our analyses, opinions and conclusions were developed, and this report has been prepared, in conformance with the requirements of the Uniform Standards of Professional Appraisal Practice. Thomas Jirovsky Sedway Group CIM GROUP 33433 REUSE VALUATION REPORT 24 SEPTEMBER 10, 2002 I� ' S of I:� ,Ir Attachment it i n r F Ll� I The Strand at Downtown Huntington Beach (Blocks and 105) Final Subsequent Environmental Impact Report State Clearinghouse No. 2000051109 Volume I (Responses to Comments) Prepared for: �_ The City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Prepared by: - -E-P- A 5 5 0 C I A 1 H 5 EIP Associates 12301 Wilshire Boulevard, Suite 430 Los Angeles, CA 90025 Prepared for: The City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Prepared by: _- -I P A S S 0 C I A T r 5 E I P Associates 12301 Wilshire Boulevard, Suite 430 Los Angeles, CA 90025 MI - Resolution of the Redevelopment Agency on Section 33433 Attachment No. 5 RESOLUTION NO. 339 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA, APPROVING AND MAKING CERTAIN FINDINGS PURSUANT TO HEALTH AND SAFETY CODE SECTION 33433 FOR A THIRD IMPLEMENTATION AGREEMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND CIM/HUNTINGTON, LLC WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Agency") is engaged in activities necessary to execute and implement the redevelopment plan ("Redevelopment Plan") for the Merged Redevelopment Project Areas of Huntington Beach (collectively, the "Merged Project Area"); and Agency proposes to enter into a Third Implementation Agreement ("Implementation Agreement") with CIM/Huntington, LLC ('Developer") which supplements, modifies or incorporates by reference the terms of that certain Disposition and Development Agreement by and between Agency and Developer, dated as of June 17, 1999 (the "DDA"), as previously supplemented by that certain First Implementation Agreement dated as of April 6, 2000 and that certain Second Implementation Agreement dated as of March 5, 2001(the DDA as amended, and the First, Second and Third Implementation Agreements shall be collectively referred to herein as the "Agreement"); and Pursuant to the Agreement, the Agency proposes to transfer to Developer that certain real property within the boundaries of the Merged Project Area set forth with particularity in the Agreement (the "Property"); and Pursuant to the California Community Redevelopment Law (California Health and Safety Code, Section 33000 et seq.) the Agency and the City Council held a joint public hearing on the Agreement, having duly published notice of such public hearing and having made copies of the proposed Agreement and other reports and documents (including the summary referred to in Section 33433) available for public inspection and copying; and The Agency has duly considered all terms and conditions of the proposed transaction, and believes that it is in the best interests of the Merged Project Area and the City and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law and requirements; NOW, THEREFORE, IT IS RESOLVED by the Redevelopment Agency of the City of Huntington Beach, California, as follows: Section 1. All recitals set forth in this resolution are true and correct. G:\FIELD\2002 RESOLUTION\AGENCY 33433 RESOL.DOC Res. No. 339 Section 2. The consideration to be received by the Agency for the transfer of the Property is not less than the fair reuse value and fair market price of the Property determined at the use and with the conditions; covenants, and development costs required by the Agreement. Section 3. The transfer of the Property to the Developer pursuant to the Agreement will assist in the elimination of blight in the Merged Project Area. Section 4. The Agency hereby finds and determines that the transfer of the Property pursuant to the Agreement is consistent with the implementation plan adopted pursuant to Section 33490 of the Health and Safety Code. Section 5. The Agency hereby finds and determines that the Agency's use of its authority under Health and Safety Code Section 33421 in carrying out the provisions of the Agreement is necessary to effectuate the purposes of the Redevelopment Plan. Section 6. The proposed Agreement is hereby approved in substantially the form presented at this meeting, with such minor changes as may be approved by the Executive Director of the Agency with the approval as to form by the Agency General Counsel. Section 7. The Chairman of the Agency and the Executive Director of the Agency are hereby authorized to execute the Agreement on behalf of the Agency. A copy of the Agreement when executed by the Agency shall be placed on file in the office of the Agency Clerk. Section 8. The Executive Director of the Agency (or his designee) is hereby authorized, on behalf of the Agency, to sign all documents (including but not limited to grant deeds) necessary and appropriate to carry out and implement the Agreement, and to administer the Agency's obligations, responsibilities and duties to be performed thereunder. PASSED AND ADOPTED by the Redevelopment Agency of the City of Huntington Beach at a regular meeting held on the 21st day of October , 2002. /a"" 64k.".. ATTEST: Agency e r k, g YS�' Ci REVIEWED AND APPROVED: �d Agency )_rector Chairperson APPROVED AS TO FORM: t 0" Qen y General Counsel 10 �'b REVIEWED AND APPROVED: Director of Economic Development 2 GAFIELD 2002 RESOLUTIOMAGENCY 33433 RESOL.DOC Res. No. 339 STATE OF CALIFORNIA ) COUNTY OF ORANGE ' ) ss CITY OF HUNTINGTON BEACH ) I, CONNIE BROCKWAY, Clerk of the Redevelopment Agency of the City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a regular meeting of said Redevelopment Agency held on the 215t day of October 2002, and that it was so adopted by the following vote: AYES: Green, Dettloff, Winchell, Bauer NOES: Boardman, Cook ABSENT: Houchen (out of room) ABSTAIN: None Clerk of the Red evelopmen Agency of the City of Huntington Beach, CA Resolution of the Redevelopment Agency Certifying EIR No. 01-02 Attachment No. 6 RESOLUTION NO. 340 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA (AGENCY), CERTIFYING THAT THE AGENCY HAS REVIEWED AND CONSIDERED FINAL SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT NO. 01-02 FOR THE STRAND AT DOWNTOWN HUNTINGTON BEACH PROJECT, MAKING CERTAIN FINDINGS REGARDING THE ENVIRONMENTAL EFFECTS OF THE PROPOSED PROJECT, AND ADOPTING A MITIGATION MONITORING PROGRAM AND A STATEMENT OF OVERRIDING CONSIDERATIONS WHEREAS, CIM Huntington, LLC ("Developer") proposes to develop the Strand at Downtown Huntington Beach project ("Project"); and The City of Huntington Beach ("City") prepared a Subsequent Environmental Impact Report No. 01-02 ("SEIR") for the Project pursuant to, and in full compliance with, the California Environmental Quality Act ("CEQA"), Public Resources Code, §21000, et seq., and all applicable State and local CEQA Guidelines adopted pursuant thereto; and The City duly consulted with the Agency during the preparation of the Draft SEIR and afforded the Agency the opportunity to review and comment on the Draft SEIR prior to the preparation of the Final SEIR; and After subjecting the Draft SEIR to the process of public review and comment in accordance with CEQA and applicable CEQA guidelines, the City prepared and released the Final SEIR for the Project, which incorporates by reference the text of the Draft SEIR, and which includes corrections and revisions made to the text of the Draft SEIR as well as the responses to all comments on the Draft SEIR that were received during the public review period; and Following its public hearing held on September 24, 2002, the City Planning Commission certified the SEIR on October 1, 2002; and The Agency has reviewed and considered the information contained in the Final SEIR. NOW, THEREFORE, IT IS RESOLVED by the Redevelopment Agency of the City of Huntington Beach, California, as follows: Section 1. The Agency hereby certifies that the Final SEIR prepared for the proposed Project has been prepared in compliance with CEQA, and all applicable State and local guidelines or regulations adopted pursuant thereto. 1 GAFIELD\2002 RESOLUTIONRAGE\CY CEQA RESOLUTION.DOC Res- 3 4a Section 2. The Agency further certifies that the information contained in the Final SEIR and other documents in the record with respect to the Strand at Downtown Huntington Beach Project have been reviewed and considered by the Agency Commissioners. Section 3. After separately and independently reviewing and considering the information contained in the Final SEIR and other documents in the record with respect to the Project, the Agency finds that its own determinations and findings of fact are in complete agreement in all material respects with those of the City. For this reason, Agency hereby adopts as its own, and hereby incorporates herein by reference in support of this resolution, the findings made by the City contained in Attachment "A" entitled, "Findings of Fact and Statement of Overriding Considerations." Each and all of the findings and determinations set forth in said Attachment "A" are based upon competent and substantial evidence, both oral and written, contained in the entire record relating to the Project and the Final SEIR, as separately reviewed and considered by the Agency in the exercise of its independent discretion. Therefore, notwithstanding the adoption in full of the text of the City's findings and determinations contained in Attachment "A," such findings and determinations constitute the independent findings and determinations of the Agency in all respects, and all of the language included in Attachment "A" constitutes findings by the Agency, whether or not any particular sentence or clause includes a statement to that effect. Section 4. All summaries of information and the findings contained in said Attachment "A" are based on the Final SEIR, the Project (and every component thereof) and/or other evidence in the record. The absence of any particular fact from any such summary is not an indication that a particular finding is not based in part on that fact. The summaries of information in Attachment "A" are only summaries. Cross-references to the Final SEIR and other evidence in the record have been made where helpful, and reference should be made directly to the Final SEIR and other evidence in the record for more precise information regarding the facts on which any summary is based. Section 5. The Agency finds that no additional environmental effects other than those identified in Attachment "A" will have a significant effect or result in a substantial or potentially substantial adverse affect on the environment as a result of the construction of the Project. The Agency finds and determines that all significant environmental effects identified in the Final SEIR for the construction and operation of the Project have been reduced to an acceptable level in that: (a) All significant environmental effects that can be feasibly avoided have been eliminated, or substantially lessened, as indicated in the findings contained in Attachment "A" and the Final SEIR; and (b) Based on the Final SEIR and other documents and information on the record with respect to the construction and operation of the Project, all remaining unavoidable significant impacts, described in the findings contained in Attachment "A," are overridden by the benefits of the Project as described in the Statement of Overriding Considerations set forth in page 20 of Attachment "A." 2 GAFIELD\2002 RESOLUTIMAGENCY CEQA RESOLUTION.DOC )'eS. 34b Section 6. The Final SEIR identifies and discusses significant effects that will occur as a result of the Project. As the Findings contained in Attachment "A" indicate, despite changes in the Project and/or incorporation of mitigation measures designed to reduce significant impacts to below the level of significance, significant environmental impacts will remain that cannot be reduced to below the level of significance because specific economic, legal, social, technological or other considerations described therein make infeasible any mitigation measures or alternative development scenarios identified in the Final SEIR. Having adopted all feasible mitigation measures to reduce the effects of the Project and having balanced the benefits of the Project against the Project's potential and unavoidable adverse impacts, the Agency hereby determines that the remaining unavoidable adverse impacts are nevertheless "acceptable," based on specific economic, legal, social, technological, planning and other considerations associated with the Project that serve to override and outweigh the Project's unavoidable significant effects, as described in the Statement of Overriding Considerations found on page 20 of Attachment "A." Section 15093 (b) of the State CEQA Guidelines provides that when the decision of the public agency allows the occurrence of significant impacts identified in the Final SEIR which are not mitigated to below the level of significance, the Agency must state in writing the reasons to support its action based on the Final SEIR and/or other information in the record. The Agency finds that after independently reviewing and considering the Final SEIR and/or other information in the record and arriving at its own conclusions and determinations with respect to the significant impacts and countervailing benefits of the Project, such conclusions and determinations are accurately reflected in and restated by the Statement of Overriding Considerations set forth on page 20 of Attachment "A." Accordingly, Agency hereby adopts as its own the Statement of Overriding Considerations contained in Attachment "A" in fulfillment of the requirements of said Section 15093(b). Section 7. Mitigation Monitoring Program Section 21081.6 of the Public Resources Code and Section 15091(d) of the State CEQA Guidelines require that when a public agency is making findings required by Section 21081 of the Public Resources Code and Section 15091(a)(1) of the State CEQA Guidelines, the public agency shall adopt a reporting or monitoring program for the mitigation measures which have been made part of the Project. The Agency hereby adopts Attachment "B" as its Mitigation Monitoring Program for the Project and finds that the Project meets the mitigation monitoring program requirement of Section 21081.6 of the Public Resources Code. After independently reviewing the final SEIR and all other evidence on record, the Agency finds that the Mitigation Monitoring Program prepared by the City, incorporated herein as Attachment `B" entitled, "Findings of Fact and Mitigation Monitoring Program," adequately provides for the implementation and monitoring of the Project conditions intended to mitigate potential environmental effects, and hereby adopts as its own such Mitigation Monitoring Program set forth in Attachment `B." GAFIELD\2002 RESOLUTIMAGENCY CEQA RESOLUTION.DOC Res. No. 340 Section 8. Pursuant to Section 21082.1(c) of the Public Resources Code, the Agency finds that the Final SEIR reflects the independent judgment of the Agency as Responsible Agency for the proposed Project. Section 9.. Section 21081.6(a)(2) of the Public Resources Code and CEQA Guidelines, Section 15091(e) require that the public agency shall specify the location of the custodian of the documents or other materials that constitute the record upon which its decision is based. Accordingly, the record and custodian of documents is the Secretary of the Redevelopment Agency of the City of Huntington Beach, Civic Center, 2000 Main Street, Huntington Beach, California 92648. PASSED AND ADOPTED by the Redevelopment Agency of the City of Huntington Beach at a regular meeting held on the 21st day of October , 200 . 64k.0- ATTEST: REVIEWED AND APPROVED: Agency Orrector Chairperson APPROVED AS TO FORM: Agency General Counsel is -��-o �. `• %//lrl. REVIEWED AND APPROVED: --- &� L�— JW Director of EconomObevelopment 4 G:IFIELD12002 RESOLUTIMAGENCY CEQA RESOLUTION.DOC Ides. 3 4a ATTACHMENT A 1�c S. 3 4 o rr- f FINDINGS OF FACT 1. Introduction And Background This document provides the Findings of Facts and Statement of Overriding Considerations required for the approval of the Strand at Downtown Huntington Beach (Blocks 104 and 105) project, as defined in the Draft EIR. As required under California Environmental Quality Act (CEQA) regulations, a Notice of Preparation (NOP) to prepare the Strand at Downtown Huntington Beach (Blocks 104 and 105) EIR was distributed on August 16, 2001 to responsible and trustee agencies as well as private organizations and individuals that may have an interest in the project. The purpose of the NOP was to provide notification that the Lead Agency planned to prepare an Environmental Impact Report (EIR) and to solicit guidance on the scope and content of the EIR. The NOP included a brief description of the project and identified those areas where the .project could have potentially significant effects, as well as those areas where the project would have no effect. It also identified alternatives that were dismissed from further consideration.- The NOP and responses to the NOP are included in Appendix A of the Draft EIR. On July 19, 2002, the City of Huntington Beach issued a Draft EIR for public review for a period of 45 days ending on September 3, 2000. A Notice of Availability was issued which announced the release of the Draft EIR, identified where it was available for review, described the project, and its location, and summarized the significant environmental effects. The notice stated where documents referenced in the EIR are available for review, and stated the period for submittal of comments on the contents of the Draft EIR. The City of Huntington Beach distributed the Draft EIR to interested individuals, agencies, elected officials, special interest groups, and businesses. Copies of the Draft EIR were also made available for public review at the Huntington Beach Central Library. The City received nine (9) letters commenting on the Draft EIR during the public review period. The Draft EIR included a detailed description of the Proposed Project, an analysis of its potential environmental effects, and an analysis of the effects of three alternatives to the project: ■ No Project/No Development Alternative; ■ Reduced/Revised Project Alternative (Hotel and commercial development on Block 105 only); The Strand at Downtown Huntington Beach Final EIR Res.390 Findings of Fact and Statement of Overriding Considerations ■ Alternative Mix of Uses (Development of proposed commercial components on both blocks, substituting residential units for hotel rooms). The Draft EIR also described cumulative impacts, growth -inducing impacts,. significant irreversible environmental effects, and significant and unavoidable impacts. In September 2002, the City of Huntington Beach released the Final EIR for the project. The Final EIR incorporates by reference the text of the Draft EIR and includes responses to the rune letters commenting on the Draft EIR, and corrections and revisions to the Draft EIR. 2. Project Objectives And Description The Project has the following primary objectives (see Draft EIR, p. 2-3): Applicant ■ Develop a commercial project that responds to market demand and is financially viable. ■ Provide adequate infrastructure to support the proposed commercial project. ■ Promote the development of a commercial product that conveys a high quality visual image and character. City of Huntington Beach ■ To add a hotel to the Downtown core area and increase the attractiveness of Downtown to the City's tourists and visitors, as well as lodging services for visiting family and friends of residents. ■ To improve the perception of the Downtown and beach area as a destination for local residents as well as people from outside the area. ■ To enhance the Downtown as a destination for quality retailers and restaurants. ■ To contribute to efforts to create an 18-hour Downtown, with visitors and residents remaining Downtown in the evening for shopping, dining, and entertainment. ■ To provide for the highest and best use of previously under-utilized and currently unattractive properties. ■ To assist in the implementation of the City's Redevelopment Plan and the Downtown Specific Plan. The proposed project consists of the hotel and commercial redevelopment of 2.97 acres of the 6.31-acre property Block 104/105 site located in the downtown area of the City of Huntington Beach, California, which is currently occupied by retail, commercial, office, and residential uses. Seven buildings ranging in height from two to four stories and containing a total of 226,245 gross square feet (gsf) are proposed as mixed -use vertical, visitor -serving development. The 2 City of Huntington Beach ATTACHINIT 1%10. 0--- - Z- Res. 3 VD Findings of Fact and Statement of Overriding Considerations ■ All documents submitted to the City of Huntington Beach by agencies or members of the public in connection with the project; • Minutes and verbatim transcripts of all information sessions, public meetings, and public hearings held by the City of Huntington Beach in connection with the project; ■ Any documentary or other evidence submitted to the City of Huntington Beach at such workshops, public meeting, and public hearings; and ■ Matters of common knowledge to the City of Huntington Beach, including, but not limited to federal, State, and local laws and regulations. The custodian of the documents is the City of Huntington Beach Planning Department. 4. Findings Required Under CEQA Under CEQA, for each significant environmental effect identified in an EIR for a proposed project, the approving agency must issue a written finding reaching one or more of three allowable conclusions: ■ Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant effects on the environment (Public Resources Code (PRC) §21081, subd. [a]); ■ . Changes or alterations are within the responsibility and jurisdiction of another public agency and have been; or can and should be, adopted by the other agency (PRC §21081,' subd. (b)); and ■ Specific economic, legal, social, technological, or other considerations, including considerations for the provision of employment opportunities for highly trained workers, made infeasible the mitigation measures or alternatives identified in the environmental impact report (PRC §21081, subd. [c]). CEQA requires that the lead agency adopt mitigation measures or alternatives, where feasible, to avoid or substantially reduce significant environmental impacts that would otherwise occur as a result of a project. Project modification or alternatives are not required, however, where they are infeasible or where the responsibility for modifying the project lies with some other agency (State CEQA Guidelines §15091, subd. (a), [3]). Public Resources Code Section 21061.1 defines "feasible" to mean "capable of being accomplished in a successful manner within a reasonable period of time, taking into account economic, environmental, social and technological factors". State CEQA Guidelines Section 15364 adds another factor: "legal" considerations. (See also Citizens of Goleta Valley v. Board of Supervisors [Goleta II] [1990] 52 Cal.3d 553,565 [276 Cal. Rptr. 410].). 4 City of Huntington Beach AT iE9lUl�. 10• - 3 y D Findings of Fact and Statement of Overriding Considerations MMRP during its certification of the Final EIR. The final MMRP will incorporate, under separate cover, all mitigation measures adopted for the project. 7. Significant Effects; Mitigation Measures, And Findings Effects Determined to be Mitigated to Less Than Significant Levels The potentially significant adverse environmental impacts that can be mitigated to less -than - significant levels are listed below. The City of Huntington Beach finds that these potentially significant impacts can be mitigated to a level that is considered less than significant after implementation of the existing City development review requirements, standards, and codes, as well as mitigation measures identified in the Final EIR. Air Quality Impact Impact 3.2-1: Demolition, site preparation, and construction activities would generate air pollutant emissions on a daily basis. (Final EIR, p. 3.2-10) Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part 1, Section 4 of the Final EIR), the above impact to air quality would be mitigated to a less -than -significant level. Required mitigation consists of developing and implementing a construction management plan, as approved by the City of Huntington Beach, which includes recommended or equivalently effective measures approved by the SCAQMD regarding construction parking, traffic, and equipment, as well as implementing all rules and regulations by the Governing Board of the SCAQMD which are applicable to the development of the project (such as Rule 402-Nuisance and Rule 403-Fugitive Dust) and which are in effect at the time of development. 6 City of Huntington Beach K f1ACr HI ivy ENT IN-0. _�. R,z: s. 3Y D Findings of Fact and Statement of Overriding Considerations Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to cultural resources would be mitigated to a less -than -significant level. Required mitigation consists of incorporating the design features of the adjacent Ocean View Promenade and El Don Liquors structures into the architectural and scale design concept for proposed Building C. Impact Impact 3.3-4: Potential Historical Degradation of the Helme-Worthy Property (Final EIR, p. 3.3- 16) Finding Changes have been required in,, or incorporated into the project which avoid or substantially. Iessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to cultural resources would be mitigated to a less -than -significant level. Required mitigation consists of incorporation of a 20-foot setback from the property line between the Helme-Worthy property and proposed Buildings D/G and F/G, a 15-foot upper - level setback for the third and fourth floors, and creation of a walkway connecting Walnut Avenue and Sixth Street as a buffer zone around the historic National Register property's southern and western borders. Geology and Hydrology Impact Impact 3.4-6: People and structures on the project site could be exposed to seismic hazards associated with ground shaking and fault rupture. (Final EIR, p. 3.4-22) 8 City of Huntington Beach -rIF-1 IEN`i�1O. 2c�•� Kos. .3(ta Findings of Fact and Statement of Overriding Considerations Pubic Services and Utilities Impact Impact 3.8-2: Implementation of the proposed project would cause police .protection service . levels to drop. (Final EIR, p. 3.8-22) Findings Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to public services and utilities would be mitigated to a less -than - significant level. Required mitigation consists of consulting the Huntington Beach Police Department regarding the provision of adequate Crime Prevention Design measures and incorporating the Department's recommendations into the plan. Transportation and Circulation Impact Impact 3.9-1: The General Plan Build Out with Santa Ana River Bridges Plus Project Scenario could result in intersections and/or roadway segments operating at unsatisfactory levels of service. (Final EIR, p. 3.9-12) Findings Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to transportation and circulation would be mitigated to a less -than - significant level. Required mitigation consists of restriping the eastbound approach to provide a second eastbound turn lane at the Brookhurst Street/Pacific Coast Highway intersection as approved by the City Public Works Department. 10 City of Huntington Beach AT TACHIM L� T NI. Iles. 3Ya Findings of Fact and Statement of Overriding Considerations 7. Environmental Effects Which Would Remain Significant and Unavoidable After Mitigation Aesthetics Impact Impact 3.1-4: Implementation of the proposed project could introduce new sources of light and glare into the project vicinity. (Final EIR, p. 3.1-14) Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the above impact to aesthetics would be mitigated, but not to a less -than -significant level. Required mitigation consists of using minimum light levels required for safety, exterior lights being directed downwards and away ;from surrounding uses, onto the project site, and using non -reflective facade treatments, such as matte paint or glass coatings. Impact Cumulative Increases in Light and Glare (Final EIR, p. 3.1-16) Finding Changes have been required in, or incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. Facts in Support of Finding As detailed in the Mitigation Monitoring and Reporting Program (Part I, Section 4 of the Final EIR), the cumulative impact to aesthetics would be mitigated, but not to a less -than -significant level. Required mitigation consists of using minimum light levels required for safety, exterior lights being directed downwards and away from surrounding uses,- onto the project site, and using non -reflective facade treatments, such as matte paint or glass coatings. 12 City of Huntington Beach ATTIACHI ME T NO. -10./Z- Findings of Fact and Statement of Overriding Considerations feet of major construction areas in writing prior to construction, and designating a "disturbance coordinator" who is responsible for responding to any local complaints- regarding construction noise. 8. Feasibility Of Project Alternatives Because the project will potentially cause unavoidable, significant environmental effects, as outlined above, the City of Huntington Beach must consider the feasibility of any environmentally superior alternatives to the proposed project. The City of Huntington Beach must evaluate whether one or more of more of these alternatives could avoid or substantially lessen the project's unavoidable significant environmental effects. (Citizens for Quality Growth v. City of Mount Shasta [1988] 198 Ca1.App.3d 433, 443-445 [243 Cal.Rptr. 727]; see also PRC § 21002.). In preparing and adopting findings, a Lead Agency need not necessarily address the feasibility of both Mitigation Measures and environmentally superior alternatives when contemplating approval of a proposed project with significant impacts. When a significant impact can be mitigated to an acceptable level solely by the adoption of Mitigation Measures, the agency, in drafting its findings, has no obligation to consider the feasibility of environmentally superior alternatives, even if their impacts would be less severe than those of the proposed project as mitigated. (Laurel Hills Homeowners Association v. City Council [1978] 83 Cal.App.3d 692, 730-731 [270 Cal.Rptr. 650]; and Laurel Heights Improvement Association v. Regents of the University of California [1988] 47 Cal.3d 376, 400-403 [253 Cal.Rptr. 426].). Accordingly, in adopting findings concerning project alternatives, the City of Huntington Beach considers only those environmental impacts that for the project are significant and cannot be avoided through mitigation. Chapter 4 of the Final EIR examined three alternatives to the proposed project to determine whether any of these alternatives could meet the project's objectives, while avoiding or substantially lessening its significant, unavoidable impacts. The following three alternatives were examined: Alternative 1: No Project/No Development Alternative; Alternative 2: Reduced/Revised Project Alternative (Hotel and commercial development on Block 105 only); and 14 City of Huntington Beach A FACE' VI EN i N-0. Re-S. 3ttD Findings of Fact and Statement of Overriding Considerations Noise This alternative would not result in any construction -related noise or change the existing operational noise levels on the site. Noise impacts would, therefore, be less severe than those anticipated under the proposed project. ReducedlRevised Project Alternative (Hotel and Commercial Development on Block 105 only) Aesthetics Under the Reduced/Revised Project Alternative, redevelopment of Block 105 would increase the visual quality of the project site by eliminating vacant lots and deteriorating surface parking lots and would eliminate the impact of vehicular headlights upon the residences on the east side of Sixth Street. The lack of sufficient setbacks would exist as in the proposed project plans and the narrowing of the Fifth Street right-of-way would occur; however, Special Permits would be requested for this alternative. However, the introduction of a parking structure to Block 104 could result in the introduction of an incompatible visual element into the project vicinity. Nonetheless, aesthetic impacts would generally be less severe than the proposed project. Air Quality Under the Reduced/Revised Alternative, the current site would be developed to the same site coverage but not the same intensity of commercial development as the proposed project. Air Quality impacts associates with demolition/site preparation activities would be the same as under the proposed project; however, fewer operational trips by consumers and/or delivery trucks would occur, and air quality. impacts would be less severe than those anticipated under the proposed project. Noise Because the ultimate development potential would be reduced under this alternative, operational vehicle trips would be reduced, and roadway noise impacts would be less intense than those described for the proposed project. A level of development similar to the proposed project would occur, resulting in short-term exposure of persons to the same level and duration of demolition, sire preparation, and construction noise. Similar • to the proposed project, construction -related impacts would remain significant, despite implementation of mitigation measures described for the proposed project, as limiting the amount of construction equipment at the project site is not considered feasible. However, on -site noise impacts related to the reduced commercial development of this alternative would be less than that of the proposed 16 City of Huntington Beach A'(�1'A�.E,� `� NCB.. / � i-OV a. Res. 3Vo Findings of Fact and Statement of Overriding Considerations Noise Construction activities, which would result in short-term exposure of persons to construction noise, would still occur under this alternative, and would be substantially similar to the impact anticipated under the proposed project. As with the proposed project, such'impacts would -be- significant and unavoidable despite implementation of mitigation measures described for the proposed project, as limiting the amount of construction equipment at the project site is not considered feasible. As described above, under Air Quality, less project -generated traffic would be anticipated under this alternative than under the proposed project, and operational traffic noise impacts would be reduced from those anticipated from the proposed project. However, multi -family residential uses are considered to be higher noise generators than hotel uses, and on -site noise levels under this alternative would be greater than those anticipated under the proposed project. Overall, noise impacts under this alternative would be less severe than those under the proposed project. 9. Statement Of Overriding Considerations When a project results in significant unavoidable adverse effects, CEQA requires the decision making body of the Lead Agency to balance the benefits of the project against its unavoidable adverse effects in determining whether to approve the project. If the benefits of the project outweigh the unavoidable adverse environmental effects, the adverse effects may be considered "acceptable." CEQA requires the Lead Agency to state in writing the specific responses to support its actions based on the Final EIR and/or information in the record. This written statement is known as the Statement of Overriding Considerations. Project Specific Significant and Unavoidable Impact The Proposed Project would have the following significant unavoidable impacts: Aesthetics ® Impact 3.1-4: Implementation of the proposed project could introduce new sources of light and glare into the project vicinity. ® Cumulative Impact Air uali ® Impact 3.2-2: The project would generate daily operational emissions of VOC and NOx that could exceed established thresholds. Noise 0 Cumulative Impact 18 City of Huntington Beach AT T n�FIA" .I I NO. 7, t 8 Res. ,3VL) Findings of Fact and Statement of Overriding Considerations STATEMENT OF OVERRIDING CONSIDERATIONS . . To the extent that the significant effects of the project are not avoided or substantially lessened to a less than significant level, the City of Huntington Beach, having reviewed and considered the information contained in the Final Environmental Impact Report for the project (which includes the Final EIR and Responses to Comments), and having reviewed and considered the information contained in the public record, and having balanced the benefits of the project against the unavoidable effects which remain, finds such unmitigated effects to be acceptable in consideration of the following overriding considerations discussion (in accordance with CEQA Guidelines Section 15093). The Planning Commission finds that all feasible mitigation measures have been imposed to lessen project impacts to the greatest extent possible, and furthermore, that alternatives do not meet the complete objectives of the project, or do not provide the overall benefits of the project. The benefits of the proposed project include, but are not limited to, the following. Project implementation will: Develop a commercial project that responds to market demand and is financially viable. Provide adequate infrastructure to support the proposed commercial project. Promote the development of a commercial product that conveys a high quality visual image and character. Add a hotel to the Downtown core area and increase the attractiveness of Downtown to the City's tourists and visitors, as well as lodging services for visiting family and friends of residents. Improve the perception of the Downtown and beach area as a destination for local residents as well as people outside the area. Enhance the Downtown as a destination for quality retailers and restaurants. Contribute to efforts to create an 18-hour Downtown, with visitors and residents remaining Downtown in the evening for shopping, dining, and entertainment. 20 City of Huntington Beach AT TACHME-NT NO. l NQ S. 3 4 6 FA -40yujull ge S. 3 yo MITIGATION MONITORING AND REPORTING PROGRAM Purpose As identified by Section 15097(a) of the CEQA Guidelines, the purpose of the Northam Ranch House Project Mitigation Monitoring and Reporting Program (NDARP) is to ensure implementation of the mitigation measures and/or project revisions identified in the Environmental Impact Report (EIR) to avoid, minimize, or compensate for potentially significant, adverse, environmental impacts resulting from the proposed project. The implementation of this MMRP shall be accomplished by Lead Agency staff (City of Huntington Beach), the project developer's consultants and representatives, and the property owner. The program shall apply to the following phases of the project: • Plan and specification preparation • Pre -construction activities • Construction of the site improvements • Post -construction activities ; Monitoring ensures that project compliance is verified on a regular basis during and,- if necessary, subsequent to project implementation. Reporting ensures that the approving agency is informed of compliance with the mitigation measures. Responsibilities and Duties The Applicant shall designate a representative to coordinate on -site compliance efforts, and to serve as the primary point of contact with the City Planning Department. The representative shall be responsible for ensuring compliance with the provisions of this MMRP, and shall have authority over the monitors/specialists retained by the developer and/or contractor, as well as construction personnel for actions that relate to the items listed in this program. . Any problems or concerns shall be addressed by the Applicant's representative and the City Planning Department. The Applicant shall prepare a construction schedule for review and approval by the City Planning Department, and shall provide the Department with at least 48 hours' notice of any major revisions to or deviations from the schedule. The Applicant's representative shall also ensure that an information packet —which shall include a copy of the MMRP, the construction schedule, a monitoring log/sign-in sheet, and the The Strand at Downtown Huntington Beach Re-s . 3Ya Mitigation Monitoring and Reporting Program a. A summary of all monitoring activities; b. The date(s) that monitoring occurred; c. An identification of any violations and the manner in which they were resolved; d. Any required technical reports, such as noise measurements; and e. A list of all project mitigation monitors. MMRP Matrix The following MMRP Matrix describes each Initial Study and EIR mitigation measure, the entity responsible for ensuring compliance with each mitigation measure, the entity responsible for the actual monitoring or reporting activity, the action taken by the monitor to ensure compliance with the mitigation measure, the timing and frequency of monitoring or reporting activity, and the department of the Lead Agency that is responsible for verifying ultimate compliance with the mitigation measure. The MMRP Matrix is intended for use by all parties involved in monitoring the project mitigation measures, as well as project contractors and others working in the field. The Matrix should be used as a compliance checklist to aid in compliance verification and monitoring requirements. A copy of the MMRP matrix shall be kept on -site and in the project file to verify compliance with all mitigation measures. The Strand at Downtown Huntington Beach 3 ATTACHMENT NO. -IP3 Mitigation Monitoring and Reporting Program TABLE I MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timing/ MftieationMeasnre Responsible Entity Monitor Action by Monitor Frerp—cy ComplianceCircck Verification • Use propane- or butane -powered on - site mobile equipment instead of gasoline to the extent available and at competitive prices Mitigation Measure 3.2-2: The project City City Planning Plan Check, and During City Planning developer(s) shall implement all rules and Redevelopment Department/City verification of construction Department regulations by the Governing Board of the Agency/Developer Engineer implementation activities SCAQMD that are applicable to the development of the Project (such as Rule 402—Nuisance and Rule 403--Fugitive Dust) and that are in effect at the time of development. The following measures are currently recommended to implement Rule 403—Fugitive Dust. These measures have been quantified by the SCAQMD as being able to reduce dust generation between 30 and 85 percent depending on the source of the dust generation: ■ Water trucks will be utilized on the site and shall be available to be used throughout the day during site grading and excavation to keep the soil damp enough to prevent dust being raised by the operations ■ Wet down the areas that are to be graded or that are being graded and/or excavated, in the late morning and after work is completed for the day ■ All unpaved parking or staging areas, or unpaved road surfaces shall be watered three times daily or have chemical soil stabilizers applied according to manufacturers' specifications • Enclose, cover, water twice daily, or apply approved soil binders to exposed piles (i.e., gravel, sand, and dirt) according to manufacturers' specifications • The construction disturbance area shall be kept as small as possible • All trucks hauling dirt, sand, soil, or other loose materials shall be covered or The Strand at Downtown Huntington Beach Mitigation Monitoring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timing/ Mitigation Measure Responsible Entity Monitor Action by Monitor Frequency Compliance Check Verification to reduce energy demand and associated emissions. Mitigation Measure 3.2-6: Double -glass- City City Planning Design review, and At plan check City Planning paned windows shall be installed in new Redevelopment Department verification of Department buildings within the redevelopment area to Agency/Developer implementation reduce energy demand and associated emissions. Mitigation Measure 3.2-7: Lighting City City Planning Design review, and At plan check City Planning installed in new buildings within the Redevelopment Department verification of Department project site shall be energy -efficient and Agency/Developer implementation shall have automated controls to reduce energy demand and associated emissions. Mitigation Measure 3.2-5: The new City City Planning Design Review, and At plan check City Planning buildings within the project site shall Redevelopment Department verification of Department exceed Title 24 wall and attic insulation Agency/Developer implementation requirements by, at least 5 percent to reduce energy demand and associated emissions. Mitigation Measure 3.2-9: The new City City Planning Design Review, and At plan check City Planning buildings within the project site shall use Redevelopment Department verification of Department light-colored roof materials to reflect heat Agency/Developer implementation and reduce energy demand and associated emissions. Cultural Resources Mitigation Measure 3.3-1: Monitor during City City Planning Visual Prior to City Planning grading and excavation for archaeological Redevelopment Department/ inspection/Inform construction, and Department and paleontological resources: Agency/Developer archeological and construction during grading and ■ The Applicant shall arrange for a paleontological personnel excavation activities qualified professional archaeological consultant and paleontological monitor to be present during demolition, grading, trenching, and other excavation on the project site. Additionally, prior to project construction, construction personnel will be informed of the potential for encountering significant archaeological and paleontological resources, and instructed in the The Strand at Downtown Huntington Beach V^ W d S rn z M 0 _tl Mitigation Monitoring and Reporting Program TABLE 1 MITIGATION MONITORING. AND REPORTING PROGRAM MATRIX Tinting/ Mitigation Measure ResponsibfeEntity Monitor Action IT onitor Frerpiency ComplianceOreck Verification or grading in the vicinity of the find will halt -immediately and the area of the find will be protected. If a qualified archaeologist is present, he/she will determine whether the bone is human. If the archaeologist determines that the bone is human; or in the absence of an archaeologist, the Applicant immediately will notify the City Planning Department and the Orange County Coroner of the find and comply with the provisions of P.R.C. § 5097 with respect to Native American involvement, burial treatment, and reburial. Mitigation Monitoring 3.3-2: Building C City City Planning of the proposed project shill incorporate Redevelopment Department/City ground -level and second -story design Agency/Developer Design Review features of the Ocean View Promenade Board Structure and, to the extent feasible, of the building containing El Don Liquors. These features shall include, but not be limited to, windows, textures, and roofing and lighting materials. Prior to issuance of a grading permit, the revised project design concept shall be reviewed by the City Design Review Board for architectural and scale compatibility with the El Don Liquors structure. Mitigation Measure 3.3-3: Prior to City City Planning 'Plan check Prior to recordation City Planning submittal for building permits, the Redevelopment Department of the final map Department Applicant shall incorporate a 20-foot Agency/Developer setback from the property line between the Helme-Worthy project property and Building F/G of the proposed project. The plan shall also include, where Building F/G adjoins the Helme-Worthy buildings along the southern property line, a 10-15- foot average upper -level setback for the third and fourth floors to create a distinct separation between the new and older buildings. 9 The Strand at Downtown Huntington Beach UJ d Mitigation Monitoring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timingl MitirationMeasum Responsible Entity Monitor Action by Monitor Fremiennt Compliance Check Verification Noise Mitigation Measure 3.6-1: The project contractor(s) shall implement, but not be limited to, the following best management practices: ■ Outdoor construction work on the project shall be limited to the hours of 7:00 A.M. to 8:00 P.M. on weekdays and Saturdays. No construction activities shall occur on Sundays or federal holidays • All construction equipment with a high noise generating potential, including all equipment powered by internal combustion engines, shall be muffled or controlled • All stationary noise generating equipment, such as compressors, shall be located as far as possible from existing houses • Machinery, including motors, shall be turned off when not in use ■ Mobile equipment shall not be allowed to run idle near existing residences ® Neighbors within 200 feet of major construction areas shall be notified of the construction schedule in writing prior to construction; the project sponsor shall designate a "disturbance coordinator" who shall be responsible for responding to any local complaints regarding construction noise; the coordinator (who may be an employee of the developer or general contractor) shall determine the cause of the complaint and shall require that reasonable measures warranted to correct the problem be implemented; and a telephone number.for the noise disturbance'coordinator shall be posted conspicuously at the construction site fence and included on the notification City City Planning Site Inspections Periodically during City Planning Redevelopment Department construction Department Agency/Developer activities The Strand at Downtown Huntington Beach Mitigation Monitoring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timing/ Mi=tionMeasure Responsible Entity Monitor Action by Monitor Frequency Compliance Check Verification Mitigation Measure 3.84: Prior to City Environmental Plan check Prior to issuance of City Planning issuance of building permits for the first Redevelopment Services Division/ building permits Department project component, the Applicant shall Agency/Developer Public Works submit a Solid Waste Management Plan to Department the City Environmental Services Division, Public Works Department, and recycling coordinator. 'This plan shall discuss how the project will implement source reduction and recycling methods, in compliance with existing City programs. Additionally, this plan shall include how the project will address the construction and demolition -generated waste from the site. 'These methods shall include, but shall not be limited to the following: ■ Emphasize deconstruction and diversion planning rather than demolition ■ Provision of recycling bins for glass, aluminum, and plastic for visitors and employees of the proposed project ■ Provision of recycling bins for glass, aluminum, plastic, wood, steel, and concrete for construction workers during construction phases • Bins for cardboard recycling during construction ■ Scrap wood recycling during construction a Green waste recycling of landscape materials �j Transportation and Circulation MM 3.9-1 Prior to issuance of an City City Public Works Review and Prior to issuance of City Planning occupancy permit, the applicant shall Redevelopment Department approve second an occupancy Department, City restripe the eastbound approach to provide Agency/Developer eastbound lane permit Public Works a second eastbound turn lane at the Brookhurst Street/Pacific Coast Highway Department intersection, subject to review and approval by the City Public Works - --� Department. N' m' A9 W -� 13 The Strand at Downtown Huntington Beach d W Mitigation Monitoring and Reporting Program TABLE 1 MITIGATION MONITORING AND REPORTING PROGRAM MATRIX Timing/ Mitigation Measure Responsible Entity Monitor Action byMonitor Frequency ComplianceCkeck Verifecallon The relocation plan ensures that no families or single persons of low and moderate income are displaced by a redevelopment project until there is a suitable housing unit available and ready for occupancy. Such housing units shall be available at rents comparable to those at the time of displacement. Further, housing units for relocation are to be suitable for the needs of the displace household, and must be decent, safe, sanitary, and otherwise standard dwelling. It is the Agency's objective that residents be relocated with the minimum of hardship. Air Quality Mitigation Measure 4.5-D: In larger areas City City Planning Site Inspection Prior to and City Planning of both surface and subsurface Redevelopment Department/City during Department and contamination, a site assessment will be Agency/Developer Engineer and construction DOGGR(Califomia conducted before any construction takes DOGGR (California Department of Oil, place at that locale. At locations where Department of Oil, Gas, and Geothermal spillage of fluids from the petroleum Gas, and Resources) extraction process has occurred, the soils Geothermal will be remediated using appropriate Resources) techniques. Removal of petroleum contamination will also alleviate the generation of hydrogen sulfide and its attendant odor. These activities would fall under the direction of both local and State agencies, which would "sign off' on the remediation effort upon completion. If unforeseen areas ' of subsurface contamination are encountered during excavation activities, these activities would be curtailed in this area until the area could be evaluated and remediated as appropriate. Cultural and Scientific Resources • MItigation Measure 4.12-A: Prior to City the commencement of new construction Redevelopment that would displace or require Agency/Developer demolition of potentially significant resources, a complete assessment shall IS v\ The Strand at Downtown Huntington Beach W ^4Z 0 Res. No. 340 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF HUNTINGTON BEACH ) I, CONNIE BROCKWAY, Clerk of the Redevelopment _ Agency of the City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a regular meeting of said Redevelopment Agency held on the 215t day of October 2002, and that it was so adopted by the following vote: AYES: Green, Dettloff, Winchell, Bauer NOES: Boardman, Cook ABSENT: Houchen (out of room) ABSTAIN: None Clerk of the Redevelopme Agency of the City of Huntington Beach, CA Resolution of the City of Huntington Beach on Section 33433 Attachment No. 7 RESOLUTION NO. 2002-107 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA, APPROVING AND MAKING CERTAIN FINDINGS PURSUANT TO HEALTH AND SAFETY CODE SECTION 33433 FOR A THIRD IMPLEMENTATION AGREEMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND CIM/HUNTINGTON, LLC WHEREAS, the Redevelopment Agency of the City of Huntington Beach ("Agency") is engaged in activities necessary to execute and implement the redevelopment plan ("Redevelopment Plan") for the Merged Redevelopment Project Areas of Huntington Beach (collectively the "Merged Project Area"); and The Agency proposes to enter into a Third Implementation Agreement ("Implementation Agreement") with CIM/Huntington, LLC ("Developer") which supplements, modifies or incorporates by reference the terms of that certain Disposition and Development Agreement by and between Agency and Developer, dated as of June 17, 1999 (the "DDA"), as previously supplemented by that certain First Implementation Agreement dated as of April 6, 2000 and that certain Second Implementation Agreement dated as of March 5, 2001 (the DDA as amended, and the First, Second and Third Implementation Agreements shall be collectively referred to herein as the "Agreement"); and Pursuant to the Agreement, the Agency proposes to transfer to Developer that certain real property within the boundaries of the Merged Project Area set forth with particularity in the Agreement (the "Property"); and Pursuant to the California Community Redevelopment Law (California Health and Safety Code, Section 33000 et seq.) the Agency and the City Council held a joint public hearing on the Agreement, having duly published notice of such public hearing and having made copies of the proposed Agreement and other reports and documents (including the summary referred to in Section 33433) available for public inspection and copying; and The City Council has duly considered all terms and conditions of the proposed transaction, and believes that it is in the best interests of the Merged Project Area and the City and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law and requirements; NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Huntington Beach, California, as follows: Section 1. All recitals set forth in this resolution are true and correct. GAFIELD\2002 RESOLUTIONTOUNCIL 33433 RESOL.DOC Res. No. 2002-107 Section 2. The consideration to be received by the Agency for the transfer of the Property is not less than the fair reuse value and fair market price of the Property determined at the use and with the conditions, covenants, and development costs required by the Agreement. Section 3. The transfer of the Property to the Developer pursuant to the Agreement will assist in the elimination of blight in the Merged Project Area. Section 4. The City Council hereby finds and determines that the transfer of the Property pursuant to the Agreement is consistent with the implementation plan adopted pursuant to Section 33490 of the Health and Safety Code. Section 5. The City Council hereby consents to the Agency's use of its authority under Health and Safety Code Section 33421 in carrying out the provisions of the Agreement and finds and determines that such use by the Agency of its authority under Section 33421 is necessary to effectuate the purposes of the Redevelopment Plan. Section 6. The proposed Agreement is hereby approved in substantially the form presented at this meeting, with such minor changes as may be approved by the Executive Director of the Agency with the approval as to form by the Agency General Counsel. Section 7. The City Council hereby authorizes the City Clerk to deliver a copy of this Resolution to the Executive Director and members of the Agency. A copy,of the Agreement when executed by the Agency shall be placed on file in the office of the City Clerk. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 21st day of October , 2002. xwww 64k.... ATTEST: City Clerk REVIEWED AND APPROVED: City Adnlr<nistrator Mayor APPROVED AS TO FORM: City Attorney f�c � /° -/'-b 2— /. /i//,2 INITIAT D AND APPROVED: (/1 � 4�� Director of Economic Ifevelopment 2 GAFIELD\2002 RESOLUTIOMCOUNCIL 33433 RESOL.DOC Res. No. 2002-107 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, CONNIE BROCKWAY, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at an regular meeting thereof held on the 215t day of October, 2002 by the following vote: AYES: Green, Dettloff, Houchen, Winchell, Bauer NOES: Boardman, Cook ABSENT: Houchen AA-ti-- ) ABSTAIN: None City Clerk and ex-officio Clcfrk of the City Council of the City of Huntington Beach, California Oct-.21-02 03:12pm From-P,UTAN & TUCKEP„ LLP 714-546-9033 T-132 P•02/02 F-270 �.,Gr::1 �;-`. •• w.. ._Inn �lee�.,r.. :fM[.P tuf.:., „a.e l',ncl {� +'• TAN 'S"rv:'r _ a rK w.f rrnw Ri[nAnJ wtfufnLTT IJnn- nuw_evT m ,ANict: Rn1C ....,)., L.a_, CacLC nn K. . ccxL... , ­1 t CA116 �,,:. .. �., ,uJ.WJa nune.L ,.L-I aenao 0.•no,a ...T:rty'MFI.v A•... n,n,t_Ton ,. ,C'nn n,W,xL:. .o,.. 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Dirccl Dial: (714) 641-3441 E-mall_ jodcm-an�cgrwan.com October 2I, 2003 VIA MESSENGER Mayor Debbie Cook and Members of the City Council City of Huntington leach 2000 Main Street Huntington Beach, CA 92648 ti 0 r. 9 A Chairperson Debbie Cook and Members of the Redevelopment Agency Board of Directors City of Huntington Beach ' 2000 Main Street ` Huntington Beach, CA 92648 Re: October 21, 2002, Council/Agency Agenda Items D-2A, D-2B, and D-3 (CEvi Strand Project) Dear Members of the City Council and Redevelopment Agency Board of Directors: On behalf of the Citizens Against Redevelopment Excess ("CARE") and Abdelmati Development Company ("ADC"), 1 am writing in opposition to the City's approval of the development entitlements for the CIM Strand project (Agenda Items D-2A and D-2B) and the proposed Third Implementation Agreement to the Redevelopment Agency's Disposition and Development Agreement (DDA) with CRYYHuntington, LLC (" ClM") (Agenda Item D-3)- 1 respectfully request that a copy of this letter be entered into the public hearing record for these items at your October 21" meeting. Most of the reasons for my clients' opposition to the development entitlements for the CIM Strand project are set forth in my previous letters dated June 16, 2000, October 3, 2000, October 16, 2000, and September 3, 2002. Copies of those earlier letters are attached to this letter and are incorporated herein by reference, I will not undertake to repeat each and every concern again in this letter. The CLNI Strand project is a bad deal for the City. At your September 9, 2002, meeting, City Administrator Ray Silver advised you that "an annual $9 million in revenue has been lost 112.1U19493-0003 33T41.01 r1U 21/0? UTAN 8c WCKER. ATTORNEYS AT LAW October 21, 2002 Page 2 for each of the last two years and the loss will continue...." Nevertheless, you are being asked to approve a giveaway of land that it cost the Redevelopment Agency $7.9 million to assemble and which your economic consultant tells you has a fair market value of $3.8 million. In addition, notwithstanding that CIM will save an estimated $7.1 million in property acquisition expenses from the project budget you approved in June of 1999 due to the deletion of the properties along Main Street and the Bagstad property, the Agency is still agreeing to pay/reimburse CIM the full $1.1 million (plus the unallocated $900,000, for a total of $8 million). Since June of 1999, the real estate market has only improved. How can the City/Agency justify throwing almost $30 million in public funds and public property at CIM (your staff s estimate of the cost of the deal, which my clients believe is significantly understated) in light of these realities? The major economic justification for the CIM project appears to be the $10.3 million "value" that your staff places on the "public" parking facility. The fact is, however, that while the parking facility may cost $10.3 million its value to the City is zero or less than zero. It is being built solely to handle a portion of the private parking demand to be generated by the CIM project itself. Moreover, under the Third Implementation Agreement, all of the annual net operating income revenues from operation of this "public" parking facility are required to be applied to pay down the huge financial obligation that the Agency will incur to CIM (which draws interest at the rate of 10% per annum). The citizens of Huntington Beach can ill afford deals like this one. While technically the City/Agency's enormous financial contribution to the CIM project is paid only out of project -generated revenues, it is fallacious for the City to assume that the tax revenues generated by the Strand will all be net new tax revenues. For example, the limited - service hotel proposed for the site is not going to create an additional demand for hotel rooms; someone staying at the Strand hotel (for which the City/Agency are coughing back TOT revenues to CIM) would otherwise stay at another hotel in the City (where no such loss of TOT revenues would be experienced). While the City does need more tax revenue, the proposed deal with CIM ultimately may well result in a net loss of tax revenues on a City-wide basis. The Council and Agency have made clear over the past couple of years their intention to push the CIM project through regardless of the legitimate financial, neighborhood compatibility, and environmental concerns that have been raised. Accordingly, I will not revisit issues .which you have already rejected,or seem determined to ignore. In addition to the comments previously provided, however, I do want the record to reflect the following concerns: 1. No adequate response has been provided to the September 3, 2002, proposal by Keith Bohr that the City and Agency consider what appears to be a feasible mitigation measure to use available parking in -lieu fees in the estimated amount of $1.3 million to provide additional desperately needed on -site parking spaces. In -lieu parking fees have been collected from a 112/019483-0003 337741.01a10/21/02 j'RUTAN &TUCKER A T T O R N E Y 5 AT LAW October 21, 2002 Page 3 number of downtown businesses (including ADC) and can only be used to provide parking, yet there is no other location identified in the Downtown where parking could be provided. It is not adequate under CEQA for the City to say (as it did in its response to this comment on the Draft EIR) that the City "may" consider this option at some undetermined time in the future. The CIM project is being approved now and if the Council doesn't act on this idea now it will be too late to act later. 2. The City has failed to adequately respond to numerous prior comments by CARE and ADC and now even by your own Environmental Board and independent third parties such as the California Department of Transportation regarding the inadequacy of the analysis of traffic and parking impacts. For example, Caltrans quite properly noted that the City's arbitrary vehicular trip reduction factor (40%) was overstated by 300% (Caltrans proposed using a maximum factor of 10%) and that the "[p]arking spaces are highly underestimated." This is the same thing that CARE and ADC have been saying for the past 3 years. When the CIM DDA was first approved in June 1999, the City/Agency refused to perform any environmental analysis. When the Downtown Parking Master Plan was approved in November 2000, the City again refused to perform environmental analysis. Now that the EIR is being prepared, the City's response is that "[i]t is not within the scope of this project related EIR traffic analysis to analyze the adequacy of City's parking code." (Final EIR, p. 3-62.) Even though an EIR has been prepared, the City has once again avoided its obligation to fully address the serious traffic and parking issues relating to the CIM project. 3. The EIR expresses the value judgment that it is infeasible to solve traffic and parking problems during the peak Summer months (a debatable proposition) as a justification for refusing to even consider those impacts in performing environmental analysis (an inexcusable position under CEQA). (See, e.g., the City's response to its own Environmental Board's critical comment at pp. 3-19 and 3-20 of the Final EIR.) CEQA requires that significant impacts be identified and fully disclosed. If mitigation measures are infeasible and the City wishes to reject reasonable alternatives that would reduce or eliminate adverse impacts, the City is required to adopt a detailed statement of overriding considerations based upon factual information contained in the record. The City cannot short-cut the entire process by simply deciding in advance that people have to live with the impacts so therefore they can be classified as "insignificant" and there is no point in analyzing them. 4. The Strand project clearly violates the maximum 2.0 floor area ratio ("FAR") limitation for new development in Section 4.5.03(a) of the Downtown Specific Plan. Under that section, FARs must be calculated based on "net acreage." According to the information set forth in the Final EIR at p. 3-18, the net site area for the Strand project is 103,935 square feet. Accordingly, with the 226,500 square feet of gross building area proposed, the FAR for the project is 2.18. The City staff s claim that the CIM project qualifies for the 3.0 maximum FAR applicable to "full block" developments or even the 2.5 maximum FAR applicable to "half 112/019483-0003 337741.01 a10/21/02 >UTAN &TUCKER ATTORNEYS AT LAW October 21, 2002 Page 4 block" developments is simply fallacious. Under Section 4.0.04 of the Downtown Specific Plan, a "full block" development is "[a] parcel of property bounded on all sides by public streets." CIM's Strand project is not bounded by public streets in either Block 104 (from the easterly side of the project site at Walnut Avenue south parallel to Main Street and then west to the westerly edge of the Bagstad property) or in Block 105 (in the areas adjacent to the Worthy building). Nor does the CIM project site qualify as a "half block" development, which is defined in the same section of your Downtown Specific Plan as "[a] parcel of property bounded on all sides by public streets and/or alleys containing at least one-half (%2) the net area of the full block." Once again, the CIM project is not bounded on all sides by public streets and/or alleys in either Block 104 and 105 and the CIM project site does not encompass at least one-half the net area of Block 104. 5. There is no justification under Section 4.1.02 of your Downtown Specific Plan for the project's wholesale and massive violations of building height restrictions and setback requirements. The maximum building height permitted under Section 4.5.04 for this less than full -block development is 3 stories/35 feet. The proposal is that the building height of the hotel be 49 feet 6 inches and the "architectural tower" be 70 feet, a 43%-100% variance from the maximums permitted by code. These are not "minor deviations from the development regula- tions" from the Specific Plan, which is all that the special permit procedure in Section 4.1.02 allows. In addition, the CIM project does not provide "significantly greater benefits" than would be provided if the minimum requirements were met (another mandatory aspect of Section 4.1.02). There has yet to be an explanation as to why CIM cannot comply with the building height and setback requirements in the Downtown Specific Plan or how the supposed public benefits of the project (e.g., "public" parking that doesn't even satisfy CIM's own needs) has any nexus to these variances. 6. When the City/Agency approved the Owner Participation Agreement for ADC's Oceanview Promenade project in the early 1990's, the Agency contractually committed itself to provide the code required parking for that development. By approving CIM's Strand project, the City and Agency are eliminating most of the parking spaces previously promised to ADC and replacing them '(in a couple of years) with parking spaces that will be tremendously overtaxed by the massively increased parking demands generated by the Strand project. ADC's position is that this will constitute a breach of the Agency's contract with ADC. I have previously written to your City Attorney's office regarding this subject and it is not my intention to go into all of the particulars here. Please be advised, however, that if the City and Agency approve the CIM project and proceed with it without resolving the Agency's contractual obligation, ADC reserves all of its legal rights and remedies. 112/019483-0003 337741.01 a10/21/02 UTAN &TUCKER ATTORNEYS AT L A W October 21, 2002 Page 5 For the foregoing reasons (including the reasons expressed in my previous letters incorporated herein), CARE and ADC respectfully request that the appeal of the Planning Commission's approval of the various development entitlements for CIM's Strand project be upheld and the entitlements be denied, that the Final EIR be found to be inadequate, and that the Third Implementation Agreement to the CIM DDA be disapproved. Thank you for your consideration. Very truly yours, RUTAN & TUCKER, LLP dk"-� Je frt. Oderman JMO Jh Enclosures cc: Gail Hutton, Esq. Jamal Abdelmuti Ron Abdelfattah Jim Lane 112/019483-0003 337741.01 a10/21/02 4 RE* AN' RUTAN 11 BBI1. 197:� 1,...,8 TU( KER, SR 11888-19W1 MICHAEL T WIFE L IA RUTAN CURNIRT BEFIG OWEN OVO (CHARD AE KEIII KUIE KERTER RDAM NERT KARA SICARLSONR RI(NARI^DE ARK(, I EONARD A HAMP[L STEVEN A NICHOLS IEFFREY A, GOLDFARB ERIC L DUNN MARK M MAIO\'Oc CIN &TUCKER MIL ORO. SKI HARRISON iFFFREY T FKRUGFERLAC EIR' RARRDAIIIGMBABBUSHSON On GILBERT REEN `ARRYATCERUTTI MARRLENEPOSELIUIRGENSEN OHNFERRADLEE\SR IOSEPH D CARRUTH GREGG AMBER CAROL D. CARTY APRII LEE WALTER AUSON I ROSSMAN' RICHARD P SIMS MICHAEL F SEE PATRICK D McCALLA KAREN ELIZABETH WALTER AtLISON IEMOINE-BUI A T T O R N E Y S A T L A W LAMES B O'NEAL THOMAS I CRANE RICHARD K HOWELL NATALIE S18BALD DUNDAS BIIL II IMRKE ROBERT C BRIAUN MARK B FR A21ER TAMES S WEISZ' ALISON M BARBAROSH KAREN I MA RTINEZ T HOMAS S. SALINGER' PENELOPE PARMES DAVID H HOCHNER IOHN W HAMILTON, A C H G CHEN DAVID C LARSEN' M KATHERINE IENSON A PATRICK MUNOZ IOHN A RAMIREZ T LAN NGUYEN A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS CLIFFORD E FRIEDEN DUKE F WAHLQUIST S DANIEI HARBOTTLE LYNN LOSCHIN ItV NWIIOLAc MICHAEL D. RUBIN RICHARD G MONTEVIDEO PAUL I SIEVERS PHILIP I BLANCHARD GEOKGE A GALLEGOI 611 ANTON BOULEVARD, FOURTEENTH FLOOR IRA G RIVIN' LORI SARNER SMITH IOSEPH L MAGA, III TER E NCE I GALLAGHER COSTA MESA, CALIFORNIA 92626-1998 :RA M ODERMAN' STAN WOLCOTT' ERNE ST W KLATTE III ELIZABETH L MARIYN KRAIG C KILGER MICHAEL K SLATTERY ROBERI E KING DEIA M HEMINGWAY Of COUNSEL EDWARD D SYBE-A IR - DIRECT ALL MAIL TO: POST OFFICE BOX 1950 ROBERTS BOWER KIM D THOMPSON DEBRA DUNN STEEL IULIE K WHANG DAVID I GARIBALDI, III DAVID I ALESHIRE IAYNE TAYLOR KACER DAN SLATER DENISE L MESTER COSTA MESA, CALIFORNIA 92628-1950 MARCIA A FORSYTH DAVID B COSGROVE KENT M CLAYTON W ANDREW MOOR[ 'A PROFESSIONAL TELEPHONE 714-641-5100 FACSIMILE 714-546-9035 WILI]AM M MARTICORENA HAN5 VAN LIGTEN MARK BUDENSIEK ALISON L TSAO CORPORATION TAMES L MORRIS STEPHEN A ELLIS STEVEN I GOON CHARLES A DAVENPORT, 111 INTERNET ADDRESS View—rutan.com WILLIAM I. CAPLAN MATTHEW K. ROSS DOUGLAS I. DENNINGTON DANIELL GEBERT Direct Dial: (714) 641-3441 E-mail: joderman@rutan.com June 16, 2000 VIA FACSIMILE & FIRST CLASS MAIL Jane James, Associate Planner City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Re: Notice of Preparation of Draft Environmental Impact Report for Block 104/105 Redevelopment Project (The Strand at Downtown Huntington Beach) Dear Ms. James: On behalf of Abdelmuti Development Company ("ADC") and the Citizens Against Redevelopment Excess ("CARE"), I am writing to provide you with our views as to the scope and content of the environmental impact information which should be included in the above - referenced EIR. My clients welcome the City's decision to prepare a full EIR for this project. We agree with the City's conclusion that the proposed project will result in significant environmental impacts necessitating the preparation of an EIR. We do continue to believe, however, that the City and Redevelopment Agency already have violated the California Environmental Quality Act ("CEQA") by approving the Disposition and Development Agreement ("DDA") and Cooperation Agreement with CIM and thereby contractually committing the City and Agency to the project before the environmental review process has even commenced. If the City is truly committed to an open-minded consideration of the significant environmental impacts of the CIM project and mitigation measures and feasible alternatives that could reduce or eliminate those impacts, we believe the City and Agency should rescind their approvals of the. DDA and Cooperation Agreement before the EIR process proceeds any further. Without prejudice to my clients' existing legal claims regarding the CEQA violations that have already occurred, I would like to make the following additional comments at this time. 112/014820-0001 89198.01 a06/16/00 RUTAN ' &TUCKER ATTORNEYS AT LAW Jane James June 16, 2000 Page 2 1. The Initial Study states that the project, as proposed is compatible with the existing general plan designation and zoning, requirements for the project site with the possible exception of the need for special permits to encroach into minimum ground floor and upper story setbacks. We believe that this statement is incorrect in at least three respects, which we believe should be addressed in the EIR: 1.1 The proposed project violates City off-street parking requirements. At the time the DDA and Cooperation Agreement were approved last year, CIM proposed to provide approximately 400 on -site parking spaces (380 subterranean spaces and 20 surface spaces) as compared to a minimum parking requirement pursuant to City standards of approximately 800 spaces (a 400-space deficiency), not even considering the approximately 123 existing on -site surface parking spaces that the Agency is contractually obligated to maintain for the benefit of ADC's Oceanview Promenade development that would be eliminated (resulting in a total parking deficiency of 533 spaces). Since then, the parking deficiency appears to have increased even further due to an increase in the size and scope of the project (by our calculation, resulting in an increase of 16 required parking spaces, or 816 total) and a reduction of 54 spaces to be provided (including a reduction from 380 to 331 subterranean spaces and a reduction from 20 to 15 surface spaces). Thus, the parking deficiency has mushroomed to a total of 470 spaces for CIM's proposed uses and 593 spaces if the existing on -site spaces that are to be eliminated are included in the count. This extreme violation of the City's Downtown Specific Plan and Zoning Ordinance should be addressed in the EIR. 1.2 The proposed CIM project also violates the maximum floor area ratio or "FAR" requirement in the City's Downtown Specific Plan. The CIM project does not qualify as either a "full block" development or a "half block" development within the meaning of the Downtown Specific Plan since it is neither "bounded on all sides by public streets" nor "bounded on all sides by public streets and/or alleys containing at lease one-half (1/2) the net area of the full block." Accordingly, the maximum permitted floor area ratio for the CIM project is 2.0. (Downtown Specific Plan at Section 4.5.03(a).) While the square footage of total building area of the revised CIM project (including the structured parking) is not disclosed on the face of the Notice of Preparation, it clearly is well over the maximum 2.0 FAR permitted by Code. This discrepancy should be fully addressed in the EIR. 1.3 The CIM project would also exceed the maximum height limit permitted under the City's land use regulations. Section 4.5.04 of the Downtown Specific Plan prescribes a maximum building height in District No. 3 (which encompasses Blocks 104 and 105) of "three stories/35 feet" for projects "less than full block" in size. Our understanding is that the project exceeds this height limit. This discrepancy should be fully addressed in the EIR. 2. The EIR should address the following issues relating to traffic and parking: 112/014920-0001 89198.01 a06/16/00 RUTANlC( &TUCKERS A T T O M N E T$ AT LAW Jane James June 16, 2000 Page 3 2.1 The EIR must address the massive parking deficiency referred to in paragraph 1.1 above. 2.2 Our understanding is that the Project will also necessitate the elimination of a certain number of existing on -street parking spaces along Fifth and Sixth Streets. If so, the impacts of this loss of parking will need to be addressed. 2.3 Our understanding is that at some point in time an additional travel lane or lanes are proposed along PCH through Downtown Huntington Beach which will eliminate even more existing on -street parking. If so, this needs to be addressed as a cumulative impact of the Project. 2.4 Office developments need convenient and accessible parking for tenants and clients. The Oceanview Promenade building within Block 104 has substantial upper -floor office space and the revised project description proposes additional office uses within the 2-block area. What accommodation will be made to satisfy this need? 2.5 The revised CIM project description includes a 20,000 square foot market. Markets also require designated nearby parking for customers. How will this be provided? How will designated parking for the market impact upon the pool of available of parking for the balance of the project and the Oceanview Promenade uses? Is adequate area being set aside for shopping cart storage within the portion of the parking structure that is proposed to be used by the market? Does this further reduce the number of available parking spaces? 2.6 The City's documents contain conflicting and sometimes ambiguous statements regarding the distances that people will walk from parking spaces to their destination in the Downtown. The proposal to construct this project with grossly inadequate on -site parking is obviously premised upon an assumption that people will park "wherever" and walk long distances to their destination. This assumption should be tested empirically and addressed in full in the EIR. 2.7 Many people resist parking in a parking structure if they can find on -street or surface parking instead. In addition, since the project plan proposes only a single point of access into and out of the parking structure along the least commercialized Sixth Street frontage as much as two blocks away from many of the uses within the Project site, it can be anticipated that many people driving to the project will drive around in circles before they ultimately find the entrance to the parking structure. Traffic studies for most projects assume a perfect efficiency of traffic movements (i.e., only one traffic movement approaching the project site). The traffic and parking study for this project should carefully examine the lack of efficiency created by the undesirable and difficult -to -locate parking, which inevitably will add further congestion to the nearby streets. 112/014820-0001 89198.01 a06/16/00 RUTAN &TUCKERS ATTORNEYS AT LAW Jane James June 16, 2000 Page 4 2.8 Our understanding is that the on -site parking structure will be operated by the City and that it will charge for parking. What will the parking fees be? Depending on the level of the fees, people will be incentivized to park on the street, further adding to traffic congestion Downtown, as people drive around looking for an available space, and further impacts on otherwise available parking. This issue should be addressed in the EIR. 2.9 In addition to the previous comments, the parking study should address the adequacy of the single ingress/egress point for the parking structure on Sixth Street from the standpoint of adequacy of emergency access and problems of congestion (and air pollution) as people back up trying to get into or out of the structure. 2.10 The EIR should re-examine the assumption in the Downtown Parking Master Plan regarding the total demand and supply of parking, including the assumptions regarding the amount of development in each land use category within the Downtown area. 2.11 The parking and traffic studies should address the unique situation with a major commercial development immediately across the street from the Pacific Ocean, the Municipal Pier, and one of the most popular beaches in Southern California. Typical weekday morning/afternoon peak hour commute analyses are not nearly as relevant to this situation. The City's EIR consultants should closely examine traffic and parking needs in the Downtown based on existing and anticipated future Summer, weekend, and holiday peaks. Business in Downtown Huntington Beach is highly seasonal, and it is critically important that a major new project not be designed in such a fashion that tourists and casual beach -goers will be unable to conveniently access the Downtown businesses during the few times of the year when business is normally brisk. 2.12 We understand that the EIR will address traffic and parking problems during the construction, and we would urge that this issue be carefully considered. With subterranean parking, de -watering, and the sort of mid -rise construction that is proposed, it is safe to assume that on -site parking will be entirely lost for a period of at least two years. Where will businesses such as the business as Oceanview Promenade obtain parking during that lengthy period? 2.13 The latest plan we saw for loading/unloading for the businesses within Block 104 was entirely inadequate. Basically, trucks would have to park in the middle of "parking court," block access, and then back out onto Fifth Street to exit the site. This presents obvious circulation and public safety concerns. The EIR should fully address this issue, including alternatives to enable trucks to pull all the way through this loading area back on to Fifth Street or out to Walnut. A designated loading dock that does not block access for other vehicles needs to be provided. It is totally impractical to expect that deliveries will be made in 1 12/014820-0001 89198.01 a06/16/00 RUTAN &TUCKER ATTORNEYS AT LAW Jane James June 16, 2000 Page 5 smaller van -size vehicles. Oceanview Promenade's businesses, for one, cannot accommodate this sort of wishful thinking. These issues should be fully addressed in the EIR. 2.14 There are a number of existing vacancies and under-utilized properties in the Downtown area. For purposes of the traffic and parking impact analyses, it should be assumed that at some point in the near future those properties will be fully utilized and their additional impacts on the parking and traffic problems in the Downtown should be taken into account in the EIR analyses. 2.15 As potential mitigation measures to address parking deficiencies, the EIR should consider (i) the impact of requiring all employees and hotel guests within the new project to park off -site, perhaps in the City -owned parking structure on the east side of the 200 Block of Main Street, and (2) reserving an adequate number of on -site parking spaces for Oceanview Promenade and any other existing properties/business (i.e., Bagstad) that will remain within Block 104). 3. We understand the EIR will address the significant impacts that the proposed Project would have on loss of ocean views, massing, etc. This is a significant concern for ADC, since it will further impair its ability to lease upper -floor office space in the Oceanview Promenade building, adding to its existing problems which are related primarily to the lack of convenient, accessible, and designated parking). 4. The EIR should address alternatives and mitigation measures that will eliminate these significant impacts. One alternative that should be considered is a project that meets all of the applicable City code requirements (including FAR, height, and off-street parking), without adversely impacting ADC's existing parking rights. A lower intensity project such as the one that was proposed by the Coultrup Companies and approved by the City and Redevelopment Agency in 1993 should be addressed. In addition, since the Redevelopment Agency does not have the power of eminent domain to acquire the residentially -occupied property owned by the Bagstads within Block 104, one alternative project that should be considered would be a reduced -scope project that does not encroach onto the Bagstad property, and perhaps a project that is confined entirely to Block 105. 112/014820-0001 89 198.01 a06/16/00 RUTAN &TUCKERS A T T O R N E Y 5 AT LAW Jane James June 16, 2000 Page 6 Thank you for your attention to this matter. If you have any questions regarding these comments, please do not hesitate to give me a call. Very truly yours, RUTAN & TUCKER, LLP J /VL&t"� f y M. derman JMO:ctm cc: Mike Abdelmuti Jim Lane 112/014820-0001 89198.01a06/16/00 A W RUTAN (IBBO-19721 .c5., TUCKER SR I198B I"IL PLAN IKO JEFFREY ER TARKO {9�, �� /ITAN �"' ORNAK RDAM LITFIN THARD . ■, -;; � "i � V • • � • � RICHARDDA CURNUTT PHI IIHP D NOVOIKERT KAO A SOCARLSONR RICD - - LEONARD A HAMPEI IOEI D KUPERBERG IEFFREY A GOLDFARB ERIC L DUNN MARK M KIALOIOS B. HURLBUT, jR STEVEN A NICHOLS F KEVIN BRAZIL FREE) GALANTE NIKKI NGUYEN MICHAEL W IMMELL THOMAS G BROCKtNGTON LAYNE H MELZER CRISPY LOMENZO PARKER IEFF C RISHER UCKERIOHN MILFORD W DAHL IR WILLIAM W WINDER L SKI HARRISON IEFFREY T MELCHING IENNIFER 5. A,NDERSON THEODORE I WALLACE, )R.• EV RIOIKI fVICKII pALLAS fL15E K TRAYNUM SEAN PFARREILIOHN T BRADLEY , GILBERT N KRUGER RANDALL M BABBUSH LARRY A. CERUTTI MARLENE POSE IURGENSEN A1150N L ROSSMAN IOSEPH D CARRUTH MARY M GREEN CAROL D CARTY APR ILLEE WALTER BILL H IHRKE III HARD P SIMS MICHAEL F SITTER PATRICK D —CALLA KAREN EL IZABETH WALTER ALLISON LEMOINE-BUI A T T O R N E Y S A T L A W LAMES B O'NEAL THOMAS I CRANE RICHARD K HOWELL NATALIE SIBBALD DUNDAS KAREN L MARTINEZ ROBERT C BRAUN MARK B FRAZIER 1AMES S WEISZ- ALISON M RARBAROSH CHYI G CHEN THOMAS 5 SALINGER' PENELOPE PARMES DAVID H HOC HNER 10HN W HAMILTON, IR T LAN NGUYE n' A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS DAVIDC LARSEN' M KATHERINE IENSON A PATRICK MVNOZ IOHN A RAMIREZ LISA V NICHOLAS CLIFFORD E FRIEDEN DUKE F WAHLQUIST S' DANIEL HARBOTTLE LYNN LOSCHIN 611 ANTON BOULEVARD, FOURTEENTH FLOOR - MICHAEL D. RUBIN RICHARD G. MONTEVIDEO PAUL I SIEVERS PHILIP) BLANCHARD OF COUNSEL COSTA MESA, CALIFORNIA 92626-1998 LRA C;RIVIN' :RAM ODERMAN' LORI SAR NER SMITH ERNEST W KLATTE. ill IOSEPH L MAGA. III KRAIG C KILGER TERENCE I GALLAGHER ROBERT E KING EDWARD D SYBESMA, IR' DAVID I GARIBALDI III DIRECT ALL MAIL TO: POST OFFICE BOX 1950 STAN WOLCOT7- KIM D THOMPSON DEBRA DUNN STEEL DE)A M HEMINGWAY COSTA MESA, CALIFORNIA 92628-1950 ROBERTS BOWER IAYNE TAYLOR KACER DAN SLATER JULIE K WHANG 'A PROFESSIONAL TELEPHONE 714-641-5100 FACSIMILE 714-546-9035 DAVID I ALESHIRE MARCIA A FORSYTH DAVID B COSGROVE HANS VAN LIGTEN KENT M CLAYTON MARK BUDENSIEK DENISE L NESTER W. ANDREW MDORE CORPORATION WILLIAM M MARTICORENA STEPHEN A ELLIS STEVEN ( GOON ALISON L TSAO INTERNET ADDRESS www.rutan.COm )AMES L MORRIS MATTHEW K R055 DOUGLAS j. DENNINGTON CHARLES A DAVENPORT, III Direct Dial: (714) 641-3441 E-mail: joderman@rutan.com October 3, 2000 Chairman Gerald Chapman and Members of the Planning Commission City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Re: Proposed Zoning Text Amendment No. 99-3 / Local Coastal Program Amendment No. 00-2 (Downtown Parking Master Plan Update) Dear Chairman Chapman and Members of the Planning Commission: I am writing to you on behalf of the Huntington Beach Citizens Against Redevelopment Excess ("CARE") and Abdelmuti Development Company ("ADC") in opposition to the proposed Zoning Text Amendment No. 99-3/Local Coastal Program Amendment No. 00-2 (Downtown Parking Master Plan Update) that is scheduled for consideration at your October 10, 2000, meeting. I respectfully request that a copy of this letter be entered into the public hearing record. As of the date that this letter is being written, my clients and I have not been given the opportunity to review the proposed Zoning Text Amendment, the proposed LCP Amendment, the staff report in support of the recommended actions, or any other information or documents other than the September 2000 Downtown Huntington Beach Parking Master Plan Update prepared by KAKU Associates. My office was informed that this information will not be made public until October 6th. Nevertheless, we were advised that October 3 is the deadline for submitting written input to the Planning Commission in order for our comments to be distributed to you with your Planning Commission agenda packets. Accordingly, the objections and concerns set forth in this letter are preliminary only, and are subject to being supplemented at a later date. Before addressing the merits of my clients' concerns, I would note generally that it is manifestly unfair for the public to be expected and required to submit all of its comments on a proposed action, particularly one of such overwhelming significance to the important Downtown area, when the staff report and the proposed action itself are themselves kept secret until just prior to the public hearing. 112/014820-0001 121191.01 a10/03/00 RUTAN r &TUCKER.. A T T O R N E Y S A T E A W Chairman Gerald Chapman and Members of the Planning Commission October 3, 2000 Page 2 At this time, CARE and ADC oppose what we are forced to speculate is the staff s recommended proposal for the following two reasons, which will be more fully addressed hereinbelow: a. The presumed staff recommendation is based upon a seriously outdated, incomplete, and flawed parking study. b. The City is required to prepare a full-blown Environmental Impact Report ("EIR") for the proposed action. The staffs apparent position that this project is exempt from compliance with the California Environmental Quality Act ("CEQA") is flat wrong. 1. The Downtown Parking Master Plan Update Is Seriously Outdated, Incomplete, And Flawed, And Cannot Possibly Form The Basis Either For A Massive Increase In Commercial Square Footage Or A Reduction In The Street Parking Requirements For New Development. The Downtown Parking Master Plan ("DPMP") Update prepared by KAKU Associates purports to justify a massive increase in the commercial building cap for the Downtown Parking Master Plan area, together with a large reduction in parking requirements for new commercial developments. The existing Downtown development cap (which is incorporated into the City's Downtown Specific Plan and certified LCP) is 500,000 square feet of commercial building area. The DPMP "Update" proposes a massive increase of 46.1% in this building cap to 730,586 square feet. (Id., pp. 56-57.) In addition, notwithstanding that the original Downtown Parking Master Plan approved only 6 years ago already slashed the normal City code parking requirements for Area 1 (the portion of the Downtown Parking Master Plan area on the ocean side of Orange Avenue) by 401/o and for Area 2 (between Orange Avenue and Acacia) by 33%, the DPMP Update now before you proposes a further dramatic reduction in parking requirements in this heavily beach -impacted area of approximately 33% more. Before the Planning Commission should even consider this sort of drastic departure from normal code requirements, it is incumbent upon the Commission to be certain that the recommendation is based upon up-to-date, complete, accurate, and well -reasoned information. Unfortunately, this simply is not the case. The DPMP "Update" is a disaster. The Commission should reject the DPMP Update in its entirety and terminate these proceedings. AIternatively, the Commission should demand that the DPMP "Update" itself be updated and completely rewritten to correct all of the errors and omissions contained within it before the Commission uses this report as a basis for any recommended land use changes in Downtown Huntington Beach. 112/014820-0001 121191.01 a ] 0/03/00 RUTAN &TUCKERS ATTORNEYS AT LAW Chairman Gerald Chapman and Members of the Planning Commission October 3, 2000 Page 3 1.1 The DPMP "Update" IS Seriously Out -Of -Date. It is ironic that the KAKU Associates report describes itself as an "update." Although the report nominally has a date of September 2000 on it, all of the key information contained in the report is at least a year old. The parking utilization studies upon which the report's recommendations are based were performed in September 1999. (Id., p. 10.) The existing land use inventory similarly is based upon September 1999 data, and does- not include data regarding new development projects (such as Plaza Almeria) that have been completed for several months and that were included in the City's own DPMP "Annual Review and Monitoring Report" that this Commission reviewed over three months ago, on June 27, 2000. (Id., p. 46.) As will be shown below, the assumptions (presumably from September 1999) that the DPMP "Update" uses for projected future development (such as the Plaza Almeria project in Block E and the all-important CIM project in Block A) are outdated and in error, significantly overstating the amount of additional parking that will be provided. It is simply inexcusable that a report with such enormous implications for the Downtown businesses, residences, customers, and tourists would be brought to the Commission over a year after the data was collected. As will be shown below, Downtown parking data collected and analyzed in September 1999 is invalid, since it comes during and after a period in which the City's beaches were closed for months and business was depressed. At a minimum, the City needs to update the "Update" before taking any further action. 1.2 The DPMP Update's Analysis Of Peak Summer Parking Demand Is Entirely Unsupportable Because The Parking_ Surveys Upon Which The Analysis Is Based Were Not Performed In The Summer. Frankly, it is pathetic to read in the DPMP Update that "every attempt was made to conduct the various parking surveys during the peak [Summer] season of activity in Downtown Huntington Beach." Id., at p. 33. The City has been in the process of preparing this Update for at least 15 months, over not one but two summers. How difficult can it be for the City and its consultant to perform a parking study at some point during the 5 or 6 Summer months that have passed since the Update process was initiated? The only two days that actual parking utilization in the Downtown were surveyed were Saturday, September 11, 1999 (after Labor Day when the kids were back in school and families were settling in for the Fall), and on Friday, September 24, 1999 (almost three weeks after Labor Day). Using this completely invalid starting point for analysis, the DPMP Update then "cooks" the data by some method that is impossible to trace in order to arrive at magical "adjustment factors" (id. at p. 35) (1.32 for Friday and 1.24 for Saturday) to tell us what the 112/014820-0001 121191.01 a10/03/00 RUTAN &TUCKER ATTORNEYS AT LAW Chairman Gerald Chapman and Members of the Planning Commission October 3, 2000 Page 4 parking utilization supposedly .would have been on a typical weekday and weekend during the Summer. I have read the confusing narrative 3 times as to how the "adjustment factors" were determined and have concluded that there simply is no way to test the consultants' analysis based upon the information in their report. Does anybody have the foggiest idea whether these adjustment factors have any basis in reality? Even without a full understanding of the consultants' methodology, it is obvious that the analysis is flawed and should be rejected. As everyone well remembers, water pollution resulted in extensive months -long beach closures in Huntington Beach during and after the Summer of 1999. For much of the Summer, the beaches were almost deserted. Business was significantly off from the prior year and far below activity levels experienced during this past Summer of 2000. Any study of parking demand in Downtown Huntington Beach that purports to estimate Summer peak parking usage based upon data generated after the end of a Summer as aberrational as 1999 is not worth the paper it is printed on. The absurdity of the surveys is reflected in the fact that the City's consultant concluded based on them (at pp. 11, 18) that the peak period for Summer weekend parking usage in Area 1 (the area closest to the beach) is somewhere between 9-11 p.m. No "adjustment factor" can hide the fact that the consultants completely missed the boat, since by the time they performed their survey (a) beach usage was down because the Summer was over and (b) people tend not to go to the beach when the water is polluted and they can't swim. I wrote to the City's Economic Development Director last August recommending that any parking utilization study in the Downtown be postponed until the Summer of 2000 in light of the then on -going beach closures. (See Exhibit "A" to this letter.) The City ignored the request, with predictable results. Perhaps there would have been some justification for the City's action if there had been an urgent need for the City to take immediate action on the DPMP Update back in September of 1999. It is inexplicable, however, why the City performed highly questionable parking surveys in September 1999 and then waited an entire year -- bypassing the next Summer -- before unveiling a flawed report in September - October 2000. CARE and ADC respectfully submit that the City put the existing DPMP Update in the "round file," get ready for Summer 2001, and prepare a valid study of actual peak Summer parking demand in the Downtown at that time. 112/014820-0001 121191.01a10/03/00 RUTAN &TUCKER. ATTORNEYS AT LAW Chairman Gerald Chapman and Members of the Planning Commission October 3, 2000 Page 5 1.3 The DPMP Update Uses Inconsistent And Invalid Data Regarding Both Existing And Projected Future "Available" Parking Supply. The easiest part of any parking study ought to be counting parking spaces. If the study contains factual errors of this type, it casts doubt on the entire study, particularly the more subjective and analytical aspects. In going through the DPMP Update, this office noted several inconsistencies, errors, and omissions in the description of both available existing and future parking supply. In addition, by ignoring considerations such as permit parking restrictions, high cost parking, inaccessibility of certain parking spaces, and security concerns that act as practical barriers to the public's utilization of parking spaces, the DPMP Update creates a false impression that there is a surplus in the parking supply which does not in reality exist. Consider the following: • In several places in the DPMP Update, the report overstates the supply of available parking by counting 319 "peripheral" on -street parking spaces located outside the DPMP area. (See pp. 3, 5, 11, 13, 15, 18, 19, and 21.) It is noteworthy that nowhere in the DPMP Update does the study consider the parking demands, existing or future, in these same adjacent "peripheral" areas, not to mention usage by persons who plan to visit the City beach and Municipal Pier. (See, in this regard, the first bullet point in ¶ 1.4 below.) The integrity of the DPMP analysis requires a consistent focus on parking supply and demand within a specific defined area. • Since the inventory of parking spaces is based on outdated September 1999 information, presumably the study has failed to take into account the July 5, 2000, City Council action eliminating 58 on -street parking spaces along Pacific Coast Highway. • The DPMP Update assumes that there are 57 "available" parking spaces off 5th Street in Block 105. (Id., p. 9.) The text of the DPMP Update fails to mention, however, that these spaces are enclosed by a chain -link fence and are restricted to permit parking only. (See Table A attached to the DPMP Update.) Thus, as a practical matter, these spaces are not currently available to the general public. This is the reason why this particular parking lot is scarcely used. If these spaces were deducted from the total number of parking spaces in Block A, the parking utilization rate in Block 112/014820-0001 121191.01 a10/03/00 RUTAN &TUCKER A T T O R N E Y 5 A T E A W Chairman Gerald Chapman and Members of the Planning Commission October 3, 2000 Page 6 A would approach 100% during peak periods (even the off-peak "peak" periods surveyed by the City's consultant), which would be consistent with the obvious and visible parking situation to anyone who visits the area. (Contrast the conclusion in the DPMP Update at p. 17 that the peak parking demand in Block A between 2-3 p.m. is only 73%.) • The DPMP Update considers parking as "available" even though there is a charge for over 50% of the parking spaces (the 279 spaces in the privately -owned Pierside Pavilion parking structure and the 816 spaces in the City -owned Main Promenade parking structure) of $2 per hour. (Id., Table A.) The DPMP Update fails to address the fact that 38-42% of the surveyed parking users said they were not willing to pay aM amount of money to park in the Downtown area and approximately 2/3 of the surveyed parking users said they were not willing to pay even 50¢ per hour. (DPMP Update, pp. 27-28.) Thus, while parking spaces may currently be "available" in the sense that they are empty, they are not available for the majority of people who would otherwise utilize them given price sensitivity. How can parking be considered as available when the cost is so high people can't or won't park there? Using the logic of the DPMP Update, if the City increased the price of parking to $10 per hour and nobody parked Downtown, there would be a vast sea of "available" parking spaces to support additional development. • The DPMP Update also fails to address how security and accessibility concerns with parking structures --particularly with subterranean parking structures such as the existing underutilized structure in Block B and the proposed CIM parking structure in Block A --discourage parking usage. The consultants who prepared the DPMP Update appear to believe that a parking space is a parking space is a parking space. This is not true. Many people, particularly women, will be afraid to park in one of these underground structures and will either look for more remote above -ground parking or, most likely, simply avoid the Downtown area altogether. Shoppers who want to drop into a store along Main Street in Block A will have difficulty locating the single entrance to the proposed CIM parking structure 2 blocks away off 112/014820-0001 121191.01 a10/03/00 RUTAN &TUCKER ATTORNEYS AT LAW Chairman Gerald Chapman and Members of the Planning Commission October 3, 2000 Page 7 of 6th Street. The DPMP Update greatly oversimplifies and distorts the data on parking supply by implicitly suggesting that if there is a vacant parking space somewhere in the DPMP area and a driver looking for a place to park there necessarily will be a successful match. • The DPMP Update asserts (at p. 60) that the CIM project proposed for Block A will provide 403 parking spaces. In fact, the latest information, based upon the May 17, 2000, Environmental Assessment No. 99-14 prepared by the City's Planning Department (at p. 2), is that CIM will provide only 346 parking spaces (including 14 tandem spaces), a discrepancy of some 57 parking spaces. • In one place, the DPMP Update claims that the Plaza Almeria development in Block E (which was completed several months ago, but which the DPMP Update addresses as a future development project) will create a net increase of 204 parking spaces. (Id., at p. 60.) In another place (at p. 64), the DPMP Update appears to claim that the Plaza Almeria project will provide 265 parking spaces. (The consultants apparently made the error of including the designated residential parking spaces in the commercial parking count.) In fact, the City staffs August 21, 2000, report to the City Council regarding the 2000 DPMP Annual Review and Monitoring Report acknowledges (at pp. 8-9) that the Plaza Almeria has resulted in a net increase of only 168 commercial parking spaces. Thus, the DPMP Update appears to overstate the supply of parking spaces attributable to the Plaza Almeria project by up to 97 spaces (265 — 168 = 97). • The DPMP Update projects (at p. 60) that 30 additional on -street parking spaces will "be provided on 5th Street. What actually happened, however, as was noted in the City's 2000 DPMP Annual Review and Monitoring Report (at pp. 8-9) that the Planning Commission received a few months ago was that these 30 "new" spaces did nothing more than offset the elimination of 4 on -street parking spaces at 221 Main Street and 26 on -street parking spaces along Main Street and Olive Avenue adjacent to Plaza Almeria in Block E. 112/014820-0001 121191.01 a10/03/00 RUTAN &TUCKER: ATTORNEYS AT LAW Chairman Gerald Chapman and Members of the Planning Commission October 3, 2000 Page 8 1.4 The DPMP Update Does Not Contain Any Evidentiary Justification For Its Analysis Of Parking Demand Or For Its Recommendation To Further Slash Parking Requirements For New Development. The DPMP Update not only overstates the supply of available parking, it understates and fails to justify the claimed reduction in parking demand. When the City approved the original Downtown Parking Master Plan in 1994, it used a "shared parking" analysis to justify a 40% reduction in code parking requirements in Area 1 and a 33% reduction in code parking requirements in Area 2. (See Exhibit `B" hereto, which consists of page 17 of the adopted Downtown Parking Master Plan.) The DPMP Update now claims that the shared use demand analysis based on its September 1999 parking surveys justifies a further drastic reduction in code parking requirements. Although it is nearly impossible to make a comparison between the number of parking spaces required based on the existing DPMP parking standards and the total number of spaces that would be required if the recommendations in the DPMP Update were approved given the scattered way in which the information is set forth and the numerous errors in the data, by my calculation the total number of parking spaces for the 730,586 square feet of commercial uses in the new proposed "buildout" scenario (see Table 17 at p. 57) that would be required under the existing DPMP standards is approximately 2,865 plus 130 additional spaces that must be reserved for overflow parking for Duke's and Chimayo's by the Sea (which are located outside the DPMP` area), whereas the actual number of parking spaces that would be provided (both off-street and on -street) if the recommendations in the DPMP Update were approved would be only about 2,000 (give or take). This amounts to a reduction of almost an approximately one-third in the number of parking spaces that would be required to be provided on top of the very large reduction that was already approved in 1994. This recommendation is based upon several faulty premises. Consider the following: • The DPMP Update's recommendation appears to be based on the faulty premise that all of the Downtown parking spaces — both the on -street and off-street spaces — are reserved solely and available for the use of Downtown businesses. This is not the case. Even in the September 1999 surveys that were conducted while the beaches were closed and after the Summer was over, fully 28% of the respondents over a 15-hour period on Friday and 43% of the respondents over a 14-hour period on Saturday stated that the primary purpose of their trip was to visit either the beach or the Huntington Beach Pier. (See DPMP, pp. 23, 27, and 28.) The percentages during the actual hours of peak beach and pier usage doubtlessly would be much higher. In addition, 12% of the respondents stated that their primary usage was related to the fact 112/014820-0001 121191.01 a10/03/00 RUTAN &TUCKER. ATTORNEYS AT LAW Chairman Gerald Chapman and Members of the Planning Commission October 3, 2000 Page 9 that they either "live in downtown area" or were "visiting area resident," i.e., indicating a residential usage unrelated to the Downtown businesses. (Id., pp.27-28.) Thus, somewhere between 40-55% of the persons parking Downtown even during off-peak periods do so with a primary purpose unrelated to the Downtown commercial businesses. How can a shared parking analysis for commercial development that ignores this substantial, even majority, usage of parking spaces for other purposes possibly be valid? How can code parking requirements be slashed so dramatically in an area that is so heavily impacted by beach usage? • Another flaw in the DPMP Update's shared parking "analysis" is that it appears to ignore the substantial number of business vacancies in the Downtown at the time the September 1999 parking surveys were conducted. As these vacancies are eliminated over time, parking demand will increase. (The original 1994 DPMP did not ignore business vacancies. See, e.g., p. 16 of the approved DPMP.) The assumed parking demand of currently unoccupied space should have been included in the analysis of the long-term parking demands for the DPMP area. • A major fallacy in the DPMP Update is the claim (at pp. 38-44) that the consultants know how many parking spaces in the study area are being utilized for each (commercial) land use category on an hour -by -hour basis. It is from this (false) claim that the DPMP Update purports to calculate peak hour usage by land use category, perform its shared use analysis, and justify the overall lowering of parking requirements. There are two elements to this fallacy. First of all, the parking surveys upon which the DPMP Update is based did not even ask the users when they parked their car, when they left, and what was the purpose for their visit. (Id., pp. 23-29.) Without this basic information, it is pure speculation on the part of the consultants how many parking spaces were occupied by each land use category each hour during the day. Secondly, since the surveys were performed after the Summer was over and during a period of extended beach closures due to water pollution, the surveys are absolutely meaningless in evaluating the impact on an hourly basis of beach parking during a typical Summer peak period. There is no way to extrapolate from data developed during 112/014820-0001 121191.01 a10/03/00 RUTAN &TUCKER A T T O R N E Y$ AT LAW Chairman Gerald Chapman and Members of the Planning Commission October 3, 2000 Page 10 a non -peak time when the beaches are closed how many people will park in the Downtown on a Summer weekend day to visit the beach. • The City's recently approved 2000 DPMP Annual Review and Monitoring Report acknowledged (at p. 9) that Duke's Surf City Restaurant and Chimayo's by the Sea are required to implement a valet parking plan to provide up to 130 additional parking spaces in the Main Promenade parking structure when the on -site valet lot is full. This parking demand does not appear to have been addressed in the DPMP Update. The validity of the "shared parking" concept cannot be questioned. The basic point is that a huge shared parking credit was already provided when the Downtown Parking Master Plan was originally adopted in 1994 (40% in Area 1 and 33% in Area 2) and the DPMP Update provides no justification for a further dramatic reduction of parking requirements at this time. 1.5 The DPMP Update Does Not Justify the Proposal to Consolidate Areas 1 and 2 for Calculating the Adequacy of Downtown Parking. Retail businesses, including the Downtown merchants, require an adequate supply of convenient and accessible parking. Although the original Downtown Parking Master Plan acknowledged as much (see, e.g., p. 5 of the original DPMP where the statement is found that "[o]f prime concern [to the effectiveness of a shared parking plan] is the location and availability of parking facilities"), the 1994 approval stretched this concept to the maximum by allowing parking requirements to be met collectively within Areas 1 and 2, respectively. Now, apparently, the City staff is not satisfied. Even with the massive recommended reductions in parking requirements, the City's consultants acknowledge that future development in Area 1 would produce a 395-space parking deficit. (DPMP Update, p. 73.)1 Accordingly, the consultants and your staff propose to "solve" the problem by simply merging Areas 1 and 2 and allowing the "surplus" of parking spaces in Area 2 to make up for the deficit in Area 1. I Given the overstatement of parking supply and the understatement of parking demand, the actual deficit is hundreds of spaces higher. ]12/014820-0001 121191.01 a10/03/00 RUTAN ° &TUCKER: ATTORNEYS AT LAW Chairman Gerald Chapman and Members of the Planning Commission October 3, 2000 Page 11 This proposal has no justification whatsoever. The biggest looming parking problem is within Block A, where the proposed CIM project alone would produce a deficiency of several hundred parking spaces. This is already an area, it should be noted, that is most heavily impacted by beach parking usage during the heavy Summer peaks. It is absurd to think that potential customers, office tenants and invitees, and others are going to park 5-6 blocks away in Area 2 and hike to the businesses in Oceanview Promenade in Block A (ADC's property). The original Downtown Parking Master Plan study noted (at p. 5) that "in order to receive optimum utilization by shoppers, a parking facility should be within 300-500 feet of the commercial area which it serves." The result of a policy "merging" Areas 1 and 2 would be to destroy the availability of convenient and accessible parking for businesses in Area 1, most particularly for Oceanview Promenade in Block A. The City's Zoning Code would not permit, and the Planning Commission would never allow, a development to satisfy its off-street parking requirements in a remote location several blocks away. CARE and ADC strongly urge the Commission to not throw your planning standards out the window in order to accommodate someone's idea of the benefits of intense urbanization of Downtown Huntington Beach. 2. Approval of the Proposed Zoning Text Amendment and LCP Without Preparation of a Full EIR Would Violate CEQA. The public hearing notice that was sent to my office on this matter sets forth the City staff s position that the proposed Zoning Text Amendment and LCP Amendment are exempt from CEQA under a regulation (California Code of Regulations, Title 14, Section 15262) that applies to "feasibility and planning studies." This statutory exemption is not available. A Zoning Text Amendment and LCP Amendment are discretionary "projects" subject to CEQA. The Downtown Parking Master Plan is an integral part of the City's Downtown Specific Plan and the LCP that must be certified by the California Coastal Commission. If your staff does indeed intend to proceed with a Zoning Text Amendment and LCP Amendment, CEQA compliance most definitely is required now. Given the enormous changes that these proposed amendments would authorize in the City's existing land use regulations, a full-blown EIR would have to be prepared. In these circumstances, the legal standard for determining whether an EIR is required is whether it can be fairly argued on the basis of My substantial evidence (regardless of any. contrary evidence) that the proposed project may have a significant effect on the environment. That standard definitely is met by a proposal to add almost 50% to the Downtown commercial building cap, while at the same time further reducing parking requirements by 112/014820-0001 121191.01 a10/03/00 RUTAN &TUCKER: ATTORNEYS AT LAW Chairman Gerald Chapman and Members of the Planning Commission October 3, 2000 Page 12 almost one-third and allowing parking requirements to be satisfied anywhere within a six -block area. Hopefully, a full EIR would shed light on the issues obscured by the errors and omissions in the DPMP Update. Based upon the foregoing, the Huntington Beach Citizens Against Redevelopment Excess and Abdelmuti Development Company respectfully request that the proposed Zoning Text Amendment and LCP Amendment be denied and that the Downtown Parking Master Plan Update be disapproved. Very truly yours, RUTAN &TUCKER, LLP J*yM.erman JMO:lc Enclosures cc: Mike Abdelmuti Jim Lane 112/014820-0001 121191.01 a10/03/00 N DAHI. SR_ I1919 19181 H [ODGF! NCIWELL A.W. RUTAN n/60.19]21 TAMES B TUCKER, SR. IIBB6...... \ 11925-19BT: N EAMES R. MOORE' TAMES l MO[QIS B COSGROVF [ENT N [OBEM E. KING UTA PAUI FREDERIC MARK WILIMM I. CA"N H HS SANS VAN IIGTEN JI DENSFECLAYT MAR[ tUDENCA DEM IA MfMINGWAV RICHARD A CURNUTT MICHAEL T. HORNAK STEPHEN A ELLIS JOSEPH L MAGA, III JULIE K WHANG IFONARD A. HAMPfI MlliP D. ROHN MATTHEW K. ROSS KRAIG C. KILGER DENISE L. MESTER JOHN B. HURLBUT. IR JOEL D. KUPERBERG JEFFREY WE RTHE IMER STEVEN 1. GOON W. ANDREW MOORE MICHAEL IMMFLL STEVFNA NICHOLS ROBERTO OWEN DOUGlASI OENNINGTON ALISONL TSAO &TUCKER-, MIIFORD W. DAHL, IQ. THOMAS G. BROCKINGTON ADAM N. VOLKERT TRIG A. JULANDER CHARLES A DAVENPORT, Ili J THEODOR[ 1 WALLACE. IR • WILLIAM W. WYNDER JEFFREY A. GMOFARE TODD O LITFIN DANIEL L GEBFRT GILBERT N KRUGER FVRIDIKI IVICKII DALLAS F KEVIN BRAZIL [ARA S. CARLSON IULIE L DREW " - JOSEPH D. CARRUTH RANDALL M. BABBUSH LAYNE S. MELZER FRIC L DUNH NATASHA K LAKAMP RICHARD P. SIMS MARY M GREEN L SKI HARRISON IQED GALANTE RICHARD D ARKO p [ A T T O N E A T L A W JAMES B O'NEAI GREGG AMBER ELISE K TRAYNUM CRISTY LOMENZO PARKER MARK M MALOVOS R 1 J ROPER T C. BRAVN MICHAEL F. SITZER LARRY A CERUTTI JEFFREY T MELCHING NIKKI NGUYEN THOMASS WINGER* THOMASI CRANE CAROL CAP" MIX ED NEVE A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS DAVIDC LARSEN' MARK B. /RAZ4R PATRICK D.—CALLA SEANP FARRELL or COUNSEL 611 ANTON BOULEVARD, FOURTEENTH FLOOR CLIFFORD E FRIEDEN MICHAEL D. RUBIN PE NELOPE PARMES M. KATHERINE JENSON RICHARD K. NOWELL TAMES S. WEISZ• MARL ENE POSE APRIL LEE WALTER EDWARD D. SYBESMA, IR DAVID J. GARIBALDI. III COSTA MESA, CALIFORNIA 92626-1998 IRA G RIWN' DUKE F. WAHLQUIST DAVID H. HOCHNER KAREN ELIZABETH WALTER :RA M. ODERMAN• RICHARD G MONTEVIDEC A PATRICK MU1402 NATALIE SIBBALD OUNDAS •A PROFESSIONAL DIRECT ALL MAIL TO: POST OFFICE BOX 1950 STAN WOLCOTT* LORI SABNER SMItSE S. DANIEL HARBOTTLE ALISON M BARBAROSH CORPORATION COSTA MESA, CALIFORNIA 92628-1950 ROBERT S. BOWER ERNEST W. KLATTE. III PAUL 1. SIFVERS JOHN W. HAMILTON. IR DAVID J ALESHIRE ELIZABETH L. ALARTYN MICHAEL K. SLATTERY LYNN LOSCHIN TELEPHONE 714-641-5100 FACSIMILE 714-546-9035 MARCIA A. FORSYTH KIM O THOMPSON DEBRA DUNK STEEL PHILIP I BLANCHARD INTERNET ADDRESS www.rutan.com WILLIAM..ARTICORENA JAYNE TAYLOR RACER DAN SLATER TERENCE I. GALLAGHER August 30, 1999 David C. Biggs Economic Development Director City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Re: Downtown Parking Master Plan and CIM Project Dear David: I am writing as a follow-up to the request in my August 10, 1999, letter that the City and Redevelopment Agency move quickly to conduct a parking study in Downtown Huntington Beach before the end of the busy Summer season. As you know, since that letter was written, - the sewage spill has resulted in the extended and continuous closure of 41/2 miles of the City and State beach, including the entire beach adjacent to the Downtown. As a result, beach traffic has dropped off tremendously and the local businesses have been severely impacted. Given these unanticipated events, any parking study performed during Summer 1999 will have no validity in predicting parking demand during a normal Summer season. For this reason, my clients request that the City and Redevelopment Agency plan now to do a complete parking study for the area encompassed by the Downtown Parking Master Plan during the Summer of 2000 and that no action be taken on any development approvals for the CIM project until after the results of that parking study are made available for public review. Very truly yours, RUTAN & TUCKER, LLP J ffY M. Oderman JMO:jh cc: Mike Abdelmuti Eldon Bagstad Gail C. Hutton, Esq., City Attorney Murray O. Kane, Esq., Redevelopment Agency Special Counsel Melanie S. Fallon, Assistant City Administrator 112/01%93-0001/3289815. a08/30/99 EXHIBIT A As stated before, maximum buildout for the Downtown area will be between 450,000 - 500,000 square feet of commercial activities. Area one will contain approximately 350,000 to 400,000 square feet with the remaining 50,000 to 100,000 square feet of activity occurring in Area 2. The traditional code required parking for this intensity and mix of commercial activities would indicate a need for approximately 2,700 parking spaces in Area 1. This would require 1,000 additional parking spaces over the current and anticipated supply. Although this is a 40% reduction, the mix of activities is ideal for the shared parking approach. A comparable reduction of 33% is also identified for Area 2 (code required parking is approximately 300 spaces with a supply of approximately 200 spaces). Therefore, the Downtown Parking Master Plan proposes an overall reduction of the code required number of parking spaces based on these assumptions along with a proposed maximum buildout of commercial activities. Parking Master Plan -17- EXHIBIT 5 (1915D) 14 . A W RUTAN U88D-1972) B TUCKER. SR 11888 1950) A IKOHNRNAN NGTON CHARLES PORT ill DA EO HOENMER ER �1TASHA RICHARD CURNUTT PHILIP D ROBERT OIEFFRIEY ODD O' UTF N L PAVIA --. LEON ARA HAMPEL IOEL D. KUPERBERG ADAM N VOLKERT KARA 5 CARLSON RICHARD D ARKO B HU RLBUT, IR STEVEN A NICHOLS IEFFREY A GOLDFARB ERIC L DUNN MARK M MALOVOS MICHAEL W. IMMELL THOMAS G BROCKINGTON F_ KEVIN BRAZIL FRED GALANTE NIKKI NGUYEN RIOHN �� MILFORD W DAHL, )R WILLIAM W WYNDER LAYNE H MELZER CRISTY LOMENZO PARKER MATTHEW L NEL501 J THEODORE I WALLACE, IR' EVRIDIKI (VICKI) DALLAS L SKI HARRISON IEFFREY T MELCHING IEFF C RISHER • J GILBERT N. KRUGER RANDALL M BABBUSH EASE K_ TRAYNUM SEAN P. FARRELL IFNNIFER S ANDERSON _ IOSEPM D. CARR VTH MARY M GREEN LARRY A CERUTTI MARLENE OSE IURGENSEN IOHN T BRADLEY RICHARD P. SIMS MICHAEL F SITZER CAROL D CARTY APRIL LEE WALTER ALISON I ROSSMAN A T T O R N E Y S A T L A W IAMES B_ O'NEAL THOMAS I CRANE PATRICK D M,CALLA KAREN ELIZABETH WALTER BILL H IHRKE ROBERT C. BRA MARK B FRAZIER RICHARD K. HOWELL NATALIE SIBBALD DUNOAS ALLISON LEMOINE-8UI THOMAS S. SALINGER' PENELOPE PARMES IAMES 5 WEISZ- ALISON M BARBAROSH KAREN L MARTINEZ A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS DAVID C LARSEN' CLIFFORD E FRIEDEN M. KATHERINE IENSON DUKE F, WAHLQUIST DAVID H. HOCHNER A PATRICK MUNOZ IOHN W. HAMILTON, IR. ION A RAMIREZ CHYI G CH T LAN NGUYEN 611 ANTON BOULEVARD, FOURTEENTH FLOOR MICHAEL D RUBIN RICHARD G MONTEVIDEO 5 DANIEL HARBOTTLE LYNN LOSCHIN LISA V NICHOLAS COSTA MESA, CALIFORNIA 92626-1998 - :RAG RIVIN- IEFFREY M ODERMAN- LORI SARNER SMITH ERNEST W KLATTE. III PAUL ). SIEVERS )OSEPH L MAGA. III PHILIP 1. BLANCHARD TERENCE I GALLAGHER OF COUNSEL DIRECT ALL MAIL TO: POST OFFICE BOX 1950 STAN WOLCOTT- ELIZABETH L MARTYN KRAIG C KILGER ROBERT E. KING EDWARD D SYBESMA, IR ROBERT 5 BOWER KIM D. THOMPSON DEBRA DUNN STEEL DEIA M. HEMINGWAY DAVID I GARIBALDI, III COSTA MESA, CALIFORNIA 92628.1950 DAVID 1. ALESHIRE IAYNE TAYLOR KACER DAN SLATER IULIE K WHANG TELEPHONE 714-641-5100 FACSIMILE 714-546-9035 MARCIAA FORSYTH DAVID B. C05CROVE KENTM CLAYTON DENISE L. MESTER -A PROFESSIONAL WILLIAM M MARTICORLNA HANS VAN LIGTEN MARK BUDENSIEK W ANDREW MOORE CORPORATION INTERNET ADDRESS Www.rutan.Com )AMES L MORRIS STEPHEN A ELLIS STEVEN I GOON ALISON L TSAO Direct Dial: (714) 641-3441 E-mail: joderman@rutan.com October 16, 2000 Mayor Dave Garofalo and Members of the City Council City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Re: Proposed Amendments to the City's General Plan/Local Coastal Program, Downtown Specific Plan, and Zoning Text Amendment Relating to the Downtown Parking Master Plan Update Dear Mayor Garofalo and Members of the City Council: I am writing to you on behalf of the Huntington Beach Citizens Against Redevelopment Excess ("CARE") and Abdeluti Development Company ("ADC") in opposition to the proposed amendments to the City's General Plan/Local Coastal Program, the Downtown Specific Plan, and the Zoning Text Amendment that are agendized for consideration at your October 16 and October 23 meetings. I respectfully request that a copy of this letter be entered into the public hearing record. I have previously communicated some of my clients' objections and concerns on this subject to the City's Planning Commission. (See my October 3 letter attached hereto as Exhibit "A.") As Planning Commissioner Biddle acknowledged at the Commission's October 10, 2000, meeting, my questions were not answered by the City's staff or parking consultant. Hopefully, before the City Council approves a massive increase in the Downtown commercial building cap and a further slashing of the parking requirements for new development, the Council will demand that the blatant errors and omissions in the parking study on which these actions purportedly are based are corrected. I will not reiterate in this letter the points that have previously been made (and ignored). I will focus instead in this letter on providing additional evidence and arguments as to why the staff/consultant proposal should be rejected. 112/014820-0001 125584.01 a10/16/00 RUTAN &TUCKER ATTORNEYS AT LAW Mayor Dave Garofalo and Members of the City Council October 16, 2000 Page 2 1. Before the City Council Considers Amending its General Plan/LCP, Specific Plan, and the Text of the City's Zoning Ordinance, a Full EIR Must Be Prepared. I addressed this issue briefly at pages 11-12 of my October P letter to the Planning Commission. I would like to elaborate. One of the recommended actions you are being requested to take is to approve an amendment to the City's Local Coastal Program, which is an element of the City's General Plan. It has long been established that a city's approval of a general plan amendment is a discretionary "project" that requires CEQA compliance and, if appropriate, preparation of a full-blown environmental impact report ("EIR"). See, e.g., City of Santa Ana v. City of Garden Grove (1979) 100 Cal.App.3d 521, 526, De Vita v. County of Napa (1995) 9 Ca1.4th 763, 793-794, and CEQA Guidelines § 15378(a)(1). Another action the City Council is being requested to take is an amendment to the Downtown Specific Plan. It is similarly well established that a public agency must comply with CEQA before approving a specific plan or specific plan amendment. See, e.g., Stanislaus Natural Heritage Project v. County of Stanislaus (1996) 48 Cal.App.4th 182, Los Angeles Unified School District v. City of Los Angeles (1997) 58 Cal.App.4th 1019, 1028-1030, and A Local and Regional Monitor v. City of Los Angeles (1993) 16 Cal.App.4th 630. Finally, your staff is recommending that the City Council approve an amendment to the text of the City's Zoning Ordinance. Once again, there is no question but that zoning ordinances require full CEQA compliance. See, e.g., City of Carmel -by -the -Sea v. Board of Supervisors (1986) 183 Cal.App.3d 229, Rural Landowners Association v. Lodi City Council (1983) 143 Cal.App.3d 1013, and Public Resources Code § 21080(a). Notwithstanding the clear law on this subject, your staff claims that the General Plan Amendment, Specific Plan Amendment, and Zoning Text Amendment before you are exempt from CEQA compliance under the CEQA Guideline that applies to "feasibility and planning studies." Nothing could be further from the truth. That Guideline, which is set forth as Section 15262 of Title 14 of the California Code of Regulations, provides as follows: "A project involving only feasibility or planning studies for possible future actions which the agency, board, or commission has not approved, adopted, or funded does not require the preparation of an EIR or negative declaration but does require consideration of environmental factors. This section does not apply to the adoption of a plan that will have a legally binding effect on later activities." (Emphasis added.) 112/014820-0001 125584.01 a10/16/00 RUTAN &TUCKER ATTORNEYS AT LAW Mayor Dave Garofalo and Members of the City Council October 16, 2000 Page 3 By amending the City's General Plan/LCP, Specific Plan, and Zoning Text, you most assuredly would not be dealing only with "possible future actions." The General Plan Amendment/LCP, Specific Plan Amendment, and Zoning Text Amendment would themselves have been "approved" and "adopted" and would have "a legally binding effect on later activities." The exemption does not apply. If the Council wished simply to review the DPMP Update, not adopt it as official City policy, and direct your staff and consultants to prepare a General Plan/LCP Amendment, Specific Plan Amendment, and Zoning Text Amendment for future consideration after full CEQA compliance, the Guideline could be applicable. By crossing over the line and approving and adopting legally binding amendments to the City's land use regulations, however, you step from the realm of feasibility and planning studies that are not subject to CEQA into the realm of discretionary project approvals, which are subject to CEQA. "In keeping with general principles of statutory construction, exemptions [from CEQA] are construed narrowly and will not be unreasonably expanded beyond their terms." County of Amador v. El Dorado County Water Agency (1999) 76 Cal.App.4`h 931, 966, citing McQueen v. Board of Directors (1988) 202 Cal.App.3d 1136, 1149. In McQueen, it should be noted, the court expressly rejected the respondent open space district's claim that its acquisition of surplus federal property adjoining the district's open space preserve was exempt from CEQA review under the same Guideline for feasibility or planning studies. As the court noted, the exemption was not applicable because the district did more than approve a study; it acquired the property and thereby incurred a concomitant obligation to address the environmental impacts of its maintenance and use. Here, there is no question that the City's approval of a General Plan/LCP Amendment, Specific Plan Amendment, and Zoning Text Amendment will have profound environmental impacts on the Downtown Huntington Beach area necessitating the preparation of a full-blown EIR. As noted in my letter to the Planning Commission, the proposed actions would increase the commercial building cap in the small Downtown area by over 230,000 square feet, an approximately 46.1% increase, and would further reduce the already lowered off-street parking requirements by approximately one-third. Indeed, if the City were to use as a "baseline" the existing conditions surveyed by the City's parking consultant upon which the pending recommendation is based, there would be an increase of well over 100% -- more than double — in the commercial square footage. (Compare the "existing" occupied square footage of 353,000 square feet (KAKU report, p.46) with the proposed increase to 730,000 square feet of commercial development.) A primary purpose of the proposed General Plan/LCP Amendment, Specific Plan Amendment, and Zoning Text Amendment appears to be to clear the way for the massive CIM project that is currently proposed to be developed in Block A of the Downtown Parking Master Plan area. Your own City staff has acknowledged that "implementation of the [CIM] project will 112/014820-0001 125584.01 a10/16/00 RUTAN &TUCKER ATTORNEYS AT LAW Mayor Dave Garofalo and Members of the City Council October 16, 2000 Page 4 result in significant impacts to land use and planning, population and housing, geology and soils, hydrology and water quality, air quality, transportation/traffic, noise, public services, utilities and service systems, and aesthetics," thereby necessitating the preparation of an EIR. (See May 17, 2000, Notice of Preparation of Draft EIR for the Block 104/105 [i.e., Block A] Redevelopment Project attached hereto as Exhibit `B," at p. 2.) It is inconceivable that the City could take the position that a general plan/LCP amendment, specific plan amendment, and zoning text amendment are somehow exempt from CEQA when the primary implementation project these actions are designed to facilitate will itself generate potentially significant environmental impacts. As noted in the respected Guide to the California Environmental Quality Act published by Solano Press Books (10"' ed., 1999): "Even actions that might be disparaged as mere `governmental paper -shuffling' (e.g., the adoption of a general plan) can constitute projects, so long as they `culminate' in physical impacts to the environment. (Bozung v. Local Agency Formation Commission (1975) 13 Cal.3d 263, 277-279 [118 Cal.Rptr. 249].) Thus, a discretionary agency action qualifies as a `project' whenever it is `necessary to the carrying out of some, private project involving a physical change in the environment.' (Simi Valley, supra, 51 Ca1.App.3d at p.664; see also, Kaufman & Broad -South Bay, Inc. v. Morgan Hill Unified Scholl District (61h Dist. 1992) 9 Ca1.App.4th 464, 473 [11 Ca1.Rptr.2d 792] (where government decision does not have a `direct effect' on the environment, it must be "'a necessary step in a chain of events which would culminate in physical impact on the environment"' in order to be a `project'), quoting Fullerton Joint Union High School District v. State Board of Equalization (1982) 32 Ca1.3d 779, 795 [187 Ca1.Rptr. 398].)" (Id, at p. 64.) Once again, your staff is calling upon the City Council to wrongfully pre -commit to the CIM project without undertaking the required CEQA review. For ease of reference, I am incorporating into this letter all of the evidence and arguments on this issue that are set forth or referred to at pages 4-22 of the Petitioners'/Plaintiffs' Opening Brief filed on January 18, 2000, in CARE v. City of Huntington Beach, OCSC Case No. 811519 (attached hereto as Exhibit "C"), and pages 1-9 of Petitioners'/Plaintiffs' Reply Brief that was filed in that action on or about February 28, 2000 (see Exhibit "D" hereto).' ' The discussion at pp. 12-20 of Exhibit "C" is also relevant to the unsupported statement at page 4 of the City staff s October 10, 2000, report to the Planning Commission that the claimed Section 15262 exemption "is adequate because the Downtown Specific Plan and Downtown Parking Master Plan land 112/014820-0001 125584.01 a10/16/00 RUTAN &TUCKERS ATTORNEYS AT LAW Mayor Dave Garofalo and Members of the City Council October 16, 2000 Page 5 The City's promotion of the CIM project — again, before any environmental review has been conducted — has gotten to the point that the City is advertising the project on the City website, predicting that it will be open by the Fall of 2001, and referring prospective tenants to CIM's brokers for "leasing opportunities." (See Exhibit "E" attached hereto.) If and when the City and Redevelopment Agency ever get around to reviewing the environmental impacts of the CIM project, the review will be nothing more than a "post hoc rationalization to support action already taken," ,a result condemned by the courts. See, e.g., Laurel Heights Improvement Association v. Regents of the University of California (1988) 47 Ca1.3d 376, 394-395. CARE and ADC disagree strongly with the City staff s incomplete and inaccurate review of the one land use issue that has been addressed so far — parking. (See Exhibit "A" hereto and ¶ 2 of this letter, below.) For present purposes, however, a much greater point of contention is the City's refusal to even undertake the comprehensive environmental analysis that is required by law. My clients have environmental concerns regarding parking and traffic, overbuilding and land use incompatibility, impacts on historic/cultural resources, aesthetic and view impacts, the impact of overdevelopment of the Downtown in increasing business vacancies and failures that lead to further "blighting" conditions (see, e.g., Citizens for Quality Growth v. City of Mt. Shasta (1988) 198 Cal.App.3d 433, 445-446 [reversing project approvals even though an EIR was prepared because the EIR failed to consider that "the potential economic problems caused by the proposed project could conceivably result in business closures and physical deterioration of the downtown area"] and Citizens Association for Sensible Development of Bishop v. County of Inyo (1985) 172 Cal.App.3d 151, 159 ["the lead agency must consider whether the proposed shopping center will take business away from the Downtown shopping area and thereby cause business closures and eventual physical deterioration of downtown Bishop"]), and other impacts in the categories referred to in the City's own Environmental Assessment for the CIM project (Exhibit "B" hereto). My clients' concerns are heightened by the fact that substantial development has occurred in the area since the last environmental review was conducted (e.g., Pier Plaza, Plaza Almeria, Duke's and Chimayo's) and there is substantial planned development in Downtown Huntington Beach just outside the Downtown Parking Master Plan area (e.g., the pending "31 acres" development just to the south, at PCH and First Street). An EIR for a general plan/LCP amendment, specific plan amendment, and zoning text amendment to substantially increase Downtown commercial development and substantially reduce code parking requirements deserves full environmental review now, taking into consideration all of the cumulative impacts of these other closely related projects. use and development potential has been analyzed under the General Plan EIR No. 94-1, and the Redevelopment Plan Merger EIR No. 96-2." Even ignoring the completely illogical nature of this statement — subsequent implementation actions are not "exempt" under CEQA because of prior environmental review — the statement is absolutely unfounded and, unsupported by the two documents referred to. 112/014820-0001 125584.01 a10/16/00 RUTAN 1 &TUCKERS ATTORNEYS AT LAW Mayor Dave Garofalo and Members of the City Council October 16, 2000 Page 6 What is the rush? Why did your staff take the highly unusual step of noticing a City Council hearing on this subject before the Planning Commission hearing has even concluded? Why is the City Council proposing to go forward with consideration of the staff recommendation at tonight's meeting before the Planning Commission has acted? The process gives off all of the signs of a railroad job. On behalf of my clients, I respectfully request that the City Council slow the process down, fulfill your obligations under CEQA before approving any proposed changes to the land use regulations governing Downtown development, and satisfy CEQA's objectives of promoting informed decision -making and active public involvement. 2. The Proposed Actions are Based Upon a Seriously Flawed Parking Study. I addressed this issue at length in my October 3 letter to the Planning Commission. (Exhibit "A" hereto.) Once again, my questions have not been answered and the obvious errors and omissions in the consultant's report have not been corrected. It is incredible that the City would consider taking an action with such potentially dire consequences for the Downtown based upon a parking study with so many mistakes in it. In addition to the points raised in my October 3rd letter, consider the following: A. As a couple of the speakers at the October 3 Planning Commission meeting noted, the City's consultant improperly included private posted parking in the study's analysis of parking spaces that are "available" for shared public use. The Planning ,Commissioners were clearly troubled by this defect in the analysis. A shared parking concept is, legitimate only if the person parking the vehicle has the right to leave the vehicle in place while he/she visits multiple destinations. This simply is not the case with the privately owned parking spaces in Downtown Huntington Beach. In addition, many of the private businesses are not even open during the evening peak hours identified by the City's parking consultant, which means that the parking spaces counted as available by the consultant are not truly available to serve even one, much less multiple, purposes. B. Much was made at the Planning Commission meeting as to how the shared parking concept has "worked" in the 5 or 6 years since it was first implemented. As noted by at least a couple of the Commissioners, however, the jury is still out on whether this history supports any change to the commercial building cap and parking requirements in the Downtown since there was virtually no new development between the time the original shared parking concept was adopted and the date that the parking study upon which the currently proposed changes are based was conducted (in September of 1999). To repeat, at that time there were only 353,000 square feet of occupied commercial square footage in the Downtown (the Plaza Almeira project had not yet been completed). The current proposal would more than double the amount of commercial development to 730,000 square feet and would further lower parking 112/014820-0001 125584.01 a10/16/00 RUTAN &TUCKER A T T O R N E Y 5 AT LAW Mayor Dave Garofalo and Members of the City Council October 16, 2000 Page 7 requirements by about one-third (on top of the 33-40% reduction that the City already approved in 1995). C. The City consultant continues to dissemble when talking about the 319 "peripheral" parking spaces. The consultant's report repeatedly refers to these parking spaces as being part of the available parking supply for Downtown businesses. (See, e.g., pp. 3, 5, 11, 13, 15, 18, 19, and 21 of the KAKU report.) As Commissioner Livengood noted at the Planning Commission meeting, however, these parking spaces are already heavily utilized by the adjacent residences and simply are not available to supplement Downtown commercial parking needs. (See also the first bullet point under 11.3 of my October 3 letter to the Commission attached hereto as Exhibit "A.") When confronted on this point at the Planning Commission meeting, the consultant then claimed that these 319 peripheral parking spaces were in no way used in the parking analysis portion of his report (after p. 33). There are two responses to this assertion. First of all, if the peripheral parking spaces are not relevant to the analysis, why were they included in the report at all? Secondly, it turns out that the consultant was not giving the Commission the straight story. In his final recommendation, at page 75 of his report, the consultant once again returned to the existence of the peripheral parking spaces as a justification for the City's not requiring or building any additional public parking facilities in the Downtown area notwithstanding that even the consultant noted there would be an overall parking deficit at full build -out (i.e., with the CIM project). D. The City's own former Planning Director and at least three of the Planning Commissioners expressed grave reservations with the City staff's proposal that Areas 1 and 2 in the Downtown Parking Master Plan area be merged such that the parking deficiencies in Area 1 (which will be several hundred more spaces than projected, given the substantial errors in the report) can be "made up" in Area 2. From looking at the staff s revised recommendation after the Commission's October 10 meeting, it appears that the staff has ignored the Commission's expressed concerns. The biggest parking deficiency is in Block A, closest to the beach. It is completely unrealistic to think that the office and retail tenants in that block will be adequately parked if clients, visitors, and customers will have to park up to six blocks away. E. The consultant is still under the misapprehension that CIM is proposing to provide over 400 on -site parking spaces in Block A. (He so stated in response to a question from one of the Planning Commissioners.) As noted in the City's own recent Environmental Assessment for the CIM project, CIM is now proposing only 346 parking spaces (including 14 tandem spaces), a discrepancy of almost 60 parking spaces in the very block that the consultant acknowledges generates the biggest parking deficiency. (See Exhibit `B" hereto at p. 2.) 11-00 2/01482001 125584.01 a10/16/00 RUTAN &TUCKERS ATTORNEYS AT LAW Mayor Dave Garofalo and Members of the City Council October 16, 2000 Page 8 F. The City's parking consultant continued to assert at the Planning Commission meeting that the peak time for Summer usage of the Downtown parking facilities is between 9:00-10:00 p.m. This conclusion is belied by the casual observation of anyone who ventures into the Downtown during a warm Summer day (which your consultant apparently couldn't find the time to do), as well as by the very statistics set forth in the (corrected) staff report to the Planning Commission. That report indicates that on 14 of the 20 Summer days studied the peak parking usage occurred during the middle of the afternoon (mostly between 2:00-4:00 p.m.). The consultant's failure to understand the most basic reality of Downtown parking needs during the busy Summer season illustrates the errors that permeate his entire report. G. As Commissioner Biddle noted at the Planning Commission meeting, business is already dying on Main Street. There have been a considerable number of vacancies and business failures over the past couple of years — at a time when there is a relative surplus of parking available. What will happen when the City more than doubles the amount of commercial development in the Downtown and further slashes the parking requirements? H. Your staff noted in its report to the Planning Commission that usage of the Main Promenade parking structure was down during the Summer of 2000. The reason is obvious (although not articulated): the City increased the cost for people wishing to park in the parking structure. The City has never addressed the concerns raised by my clients to the effect that the City is driving away potential customers by increasing the cost of parking to prohibitive levels. This problem has been exacerbated recently by the City's action in refusing to let the employees in Oceanview Promenade (ADC's building in Block A) to participate in the same employee parking validation program that is available to every other business in the Downtown that does not have its own on -site parking. This action is clearly discriminatory and appears to be intended to punish ADC for its public criticisms of the CIM project. ADC will pursue its remedies to challenge this retaliatory action, if necessary. For present purposes, it suffices to say that the City should not approve a parking plan that greatly increases parking demand while making only a negligible increase in parking supply without committing to the community that the City will not "solve" the parking problem by further jacking up parking prices to levels that simply force people to park — and do business — elsewhere. 112/014820-0001 125584.01 a10/16/00 RUTAN &TUCKER ATTORNEYS AT LAW Mayor Dave Garofalo and Members of the City Council October 16, 2000 Page 9 For the foregoing reasons, the Huntington Beach Citizens Against Redevelopment Excess and Abdelmuti Development Company respectfully request that the City Council take the following actions: (1) disapprove the Downtown Parking Master Plan "Update" prepared by KAKU Associates; (2) direct that an accurate and complete parking survey be prepared during the Summer of 2001 that addresses the deficiencies and concerns in the KAKU Associates report that have been raised by members of the public; (3) direct the City staff to not bring forward any proposed amendments to the City's land use regulations dealing with Downtown development without first preparing a full EIR in compliance with CEQA; and (4) deny the proposed general plan/LCP amendment, specific plan amendment, and zoning text amendment proposed by staff. Very truly yours, RUTAN & TUCKER, LLP IM JMO:jh Attachments cc: Mike Abdelmuti Jim Lane 112/014820-M l 125584.01 a10/16/00 ATTACHMENTS TO 10/16/00 LETTER NOT INCLUDED 112/ - 0.0 a00/00/00 A W. RUTAN 0580�19721 DES 6 TUCKER, SR. 11888-19501 UTAN ON OURNURT VMICBABBUSH S CARL WORTH RICHARD AOPAUL RAN DALL PATRRIICDD MCCALLA NATIALIEL$BBATD OUNDAI SETHRI HANSON`A IOHN B HURLBUT IR MARY M, GREEN RICHARD K HOWELL JOHN W HAMILTON. IR ALEIANDRO S ANGULC MICHAEL W'. IMMEIL GREGG AMBER TAMES S. WEISZ' IOHN A RAMIREZ ANTHONY t BEALIMON' MI LFORD W DAHL, IR MICHAEL F SITZER DAVID H MOCHNER PHILIP 1 BLANCHARD CHAD W FI RETAG C &TUCKER, TH EODORE I WALLACE, IR' THOMAS I CRANE A PAT RICK MUNOZ TERENCE I GALLAGHER ARON O HAN5EN 05EPH D CARRUTH MARK B FRAZIER ROBERT D FISH DEIA M HEMINGWAY MARC LUE5EBRINK - - RICHARD P SIMS PENELOPE PARMES S- DANIEL HARBOTTLE DENISE L MESTER DAAION D MIRCHEFF - 1AME5 8 O NEAL M KATHERINE IENSON PAUL I SIEVERS W. ANDREW MOORE LOI.'A LAIMON A T T O R N E Y S A T L A W ROBERT C BRAUN THOMASS SALINGER' DUKE F WAHLQUIST RICHARD G. MONTEVIDEO IOSF PH L MAGA, III KRAIG C KILGER CHARLES A DAVENPORT III RICHARD D ARK O CATH E RINE M OH POORN•IMA IAYAPRAKASH DAVID C LARSEN' LORI 5ARNER SMITH KENT M CLA YTON MARK M MALOVOS CLIFF O RD E FRIEDEN ERN EST W KLATTE, III STEVEN I GOON NIKKI NGUYEN PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS MHAEL D RUBIN KIM D THOMPSON DOUGLAS I DENNINGTON SANDRA P THOMPSON A IRAICG RIV IN' IAYNE TAYLOR KACER MARTIN W TAN LDR 1ENNIFER S ANDERSON Of COUNT 611 ANTON BOULEVARD, FOURTEENTH FLOOR IEFFREY M OOERMAN' DAVID B C05GROVE DAN SLATER IOHN T BRADLEv LEONARD A HAMPEL STAN WOLCOTT HA VAN LIGTEN MARK I PAYNE ALLISON LEMOI NE BUI EDWARD D 5\'BESMA IR COSTA MESA, CALIFORNIA 92626-1931 ROBERT 5 BOWER STEPHEN A ELLIS MARK BUDENSIEK KAREN L KEAT I NG SENATOR DICK ACKERMAN MARCIA A FORSYTH IEFFREY WERTHEIMER TREG A IULANDER T LAN NGUYEN DAVID I GARIBALDI. III DIRECT ALL MAIL TO: POST OFFICE BOX 1950 WILLIAM M MARTICOREN'A ROBERT 0 OWEN TODD 0 LITFIN L15A NICHOLAS NEAL WILLIAM I CAPLAN COSTA MESA, CALIFORNIA 92628-1950 TAMES L MORRIS ADAM N VOLKERT KERRA S CARLSON MARK I. AUSTIN MICHAEL T HORNAK IEFFREY A GOLDFARB CRISTY LOMENZO PARKER ROBERT H MARCEREAV MARTIN FESSENMAIER'• TELEPHONE 714-641-5100 FACSIMILE 714-546-9035 PHILIPD KOHN F KEVIN BRAZIL IEFFRFYT MELCHING STEVEN. BURT IOEL D KUPERBERG LAYNE H MELZER DAVID 1 ZOETEWEY NOAM I DUZMAN 'A PROFESSIONAL CORPORATION INTERNET ADDRESS www.rutan.com STEVEN A NICHOLS L SKI HARRISON MARLENE POSE IURGENSEN MITCH MILSTE IN "PATENT AGENT Direct Dial: (714) 641-3441 E-mail: joderman@rutan.com September 3, 2002 VIA FACSIMILE AND FIRST CLASS MAIL Jane James, Senior Planner City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Re: The Strand at Downtown Huntington Beach (Blocks 104 and 105); Comments on Draft Subsequent Environmental Impact Report Dear Ms. James: On behalf of the Citizens Against Redevelopment Excess ("CARE"), I am submitting the following comments on the Draft EIR for the Strand project (the "Project"). CARE welcomes this long -overdue EIR. CARE continues to believe, however, that an EIR that fully addresses the impacts of the Project should have been prepared and certified prior to the City's adoption of Ordinance No. 3483 on November 20, 2000, amending the City's Downtown Specific Plan. The 2000 Downtown, Specific Plan amendment, after all, was designed to accommodate the Project now at hand by increasing the maximum permitted development cap within the City's Downtown Parking Master Plan area from 500,000 to 715,000 square feet of commercial building area and by slashing the off-street parking requirements for new development in that area by approximately one-third, both changes that fit hand -in -glove with the Strand project. The City has wrongfully prejudged the Strand project by approving its enormous size, its uses, and its parking arrangements before the subject EIR was even prepared. The validity of the City's 2000 Downtown Specific Plan amendment is currently pending before Division Three of the Fourth District Court of Appeal in CARE v. City of Huntington Beach, Appellate No. G030388. Since the validity of the City's action on the EIR for the Strand project hinges upon the outcome of the pending lawsuit, CARE believes it would be appropriate for the City to defer action on the EIR for the Strand project until after the appeal is decided. 112/019483-0001 316443.01 a09/03/02 'Fit 'TAN &TUCKER, ATTORNEYS AT LAW Jane James, Senior Planner September 3, 2002 Page 2 If the City elects instead to move forward with certification of the EIR and consideration of the Strand project at this time, CARE requests that full written responses be provided to the following comments on the Draft EIR. CARE also requests that all of the documents and testimony that were submitted to the City and included in the Administrative Record of proceedings in the lawsuit involving the 2000 Downtown Specific Plan amendment be incorporated into the record of proceedings concerning the subject Draft EIR and the Strand proj ect. In general, CARE finds the EIR to be deficient in the following respects: it understates or fails to adequately address several significant environmental impacts of the Strand project; it fails to set forth adequate and enforceable mitigation measures to eliminate the significant environmental impacts of the Project or reduce them to a level of insignificance; and it fails to set forth a reasonable range of alternatives to the proposed Project that would eliminate or reduce the adverse impacts. CARE's specific comments on the Draft EIR are as follows: 1. Please explain how the determination was made that the Strand project complies with the maximum floor area ratio provisions of the City's Municipal Code and the Downtown Specific Plan. The Strand project qualifies neither as a "full block" or "half block" development under the City's applicable land use regulations. The Project is far out of compliance with City codes even before any "special permits" are considered. (See in this regard 11.2 of my June 16, 2000, letter to you on the Notice of Preparation for the Draft EIR, another copy of which is attached hereto as Exhibit "A.") 2. Please explain how the determination was made that the Strand project complies with applicable building height limits under the City's Municipal Code and Downtown Specific Plan. Once again, the Strand project does not qualify as a "full block" development under the City's codes, and the Project is far out of compliance with applicable building height limits even before considering whether "special permits" should be granted. (See ¶ 1.3 of my June 16, 2000, letter.) 3. The adequacy of parking for the Strand project and nearby developments is not adequately addressed in the Draft EIR or any other documents incorporated by reference and summarized in accordance with applicable CEQA Guidelines. Virtually none of the comments or questions raised by CARE with regard to the 2000 Downtown Parking Master Plan update and Downtown Specific Plan amendment have been addressed in the Draft EIR. Instead, all the Draft EIR does is to gloss briefly over the Kaku Report. (Draft EIR, pp. 3.9-15 to 3.9-17.) All of CARE's previous comments on the parking issue, the Kaku Report, and the 2000 Downtown Specific Plan amendment are incorporated herein, including 12 of my June 16, 2000, letter (attached) and the letters I submitted to the City that are included at pages 04065-04078 and 112/019483-0001 316443.01 a09/03/02 RUTAN &TUCKER A T T O R N E Y S A T l A W Jane James, Senior Planner September 3, 2002 Page 3 04410-04497 of the Administrative Record in the pending lawsuit. Responses to each of the comments and concerns raised in those earlier communications are requested. 4. The Draft EIR should address the adequacy of parking for existing businesses in the Downtown during the approximately 2-year construction period for the Strand project. The Draft EIR (at p. 2-6) deals vaguely with parking for construction workers but does not address the impact of the loss of almost 200 existing surface parking spaces within Blocks 104 and 105 during the lengthy construction period. 5. The Draft EIR fails to address how access to the existing businesses along Main Street and PCH will be maintained for service and delivery vehicles during the construction period. 6. The Draft EIR fails to adequately address the significant Environmental impacts of ground shaking, excavation, and loss of lateral and subjacent support for the Worthy building in Block 105 and the existing buildings along Main Street and PCH within Block 104. The Draft EIR indicates (in Figures 2-6 and 2-7) that there will be 2-level vertical excavations right to the property line adjacent to existing businesses and that pile -driving is expected throughout the Project site (see, e.g., p. x). The City/Agency will recall that pile -driving activities at the municipal pier over a decade ago basically destroyed the building that was formerly located on the site of the Oceanview Promenade development in Block 104. While the existing buildings in this area have either been demolished and rebuilt or seismically reinforced since that time, it seems highly probable that substantial damage will be done by extensive excavation and pile - driving activities much closer to the existing structures. 7. The Draft EIR understates the extent of the impact that a four-story hotel enveloping the much smaller historic Worthy Building will have on that significant cultural resource. The Draft EIR should acknowledge the significance of this impact and address a legitimate mitigation measure and/or project alternative that provides a compatible adjacent development. 8. The Draft EIR should acknowledge that loss of the 5t' Street view corridor — caused by reducing it from the minimum 80 feet width required in the Downtown Specific Plan to only 65 feet — is a significant environmental impact. The Draft EIR should address a mitigation measure and/or project alternative that would maintain the current minimum view corridor. 9. A second-stor� "public" terrace within the hotel does not mitigate the loss of the public view corridor along 5 Street (see Draft EIR, pp. 3.1-7 and 3.1-9). As a practical matter, the general public does not have the opportunity to utilize a terrace that is part of a hotel and the loss of the existing view corridor would be significant. 112/019483-0001 316443.01 a09/03/02 :RUTAN 1. &TUCKER: ATTORNEYS AT LAW Jane James, Senior Planner September 3, 2002 Page 4 10. The Draft EIR identifies a supposed "mitigation measure" of restricting delivery vehicles to vehicles the size of or smaller than a medium or small semi -trailer with a length of 50 feet. (Id, p. 3.9-18.) Is this "mitigation" measure imposed on the Strand project only or also on the existing businesses operating within Block 104? If the latter, it most certainly is not a mitigation measure. These businesses do not have the luxury of dictating to their suppliers what size of delivery vehicles they must use. The Draft EIR does not adequately address the impact on delivery/service vehicles for the existing businesses and what effect such a so-called "mitigation" measure would have upon those businesses. 11. The Draft EIR contains vague mitigation measures requiring the applicant to submit a parking management plan for review and approval by the City Planning Department and to provide valet and/or remote parking for special events and activities and during the peak summer season. (Id, at p. 3.9-18.) These mitigation measures contain no specificity or enforceable standards and are therefore inadequate under CEQA. 12. The Draft EIR fails to address the potential blighting influences of overbuilding commercial square footage within the Downtown area. As I pointed out at page 3 of my September 5, 2001, letter on the scope of issues to be addressed in the Draft EIR (included in Appendix A), there have been numerous business failures in the past few years and there are also a substantial number of business vacancies. The businesses in Downtown Huntington Beach are generally beach -related if not beach -dependent and are highly seasonal in nature. By greatly expanding the square footage devoted to retail and restaurant uses while requiring potential customers to rely upon higher- and higher -priced public parking in greatly restricted locations, the City and Redevelopment Agency will be placing much greater pressure on already marginal existing businesses. This subject should be thoroughly addressed. 13. The Draft EIR indicates that the Redevelopment Agency proposes to quitclaim a portion of the 5th Street right-of-way to CIM. (Id, at 2-5.) CARE submits that this appears to be a proposed gift of public property (see, e.g., Harman v. City and County of San Francisco (1972) 7 Ca1.3id 150) and it was not addressed in the CIM Disposition and Development Agreement ("DDA") or in the mandatory financial disclosure report that accompanied the DDA (see Health and Safety Code § 33433). Has a secret deal been made to provide even more financial benefits to CIM? 14. The Draft EIR fails to consider or address the accessibility of the subterranean parking, the adequacy of ingress to and egress from the structure, and the public's acceptance of subterranean parking in general. There is only one vehicular entrance and exit to the subterranean parking structure — on 6th Street. This is two blocks away from the existing businesses along Main Street. How will frustrated customers even find the parking? The City has noted for years that the subterranean parking at Pierside Pavilion is greatly underutilized. 112/019483-0001 316443.01 a09/03/02 RUTAN &TUCKER, ATTORNEYS AT LAW Jane James, Senior Planner September 3, 2002 Page 5 Has it occurred to the City that the reason is the public's lack of acceptance of subterranean parking? 15. The Draft EIR fails to address the Strand project's impact on the availability of convenient parking for nearby office tenants, including the three stories of offices (constructed at the Redevelopment Agency's insistence) in the Oceanview Promenade development in Block 104. Offices are particularly dependent upon the continuous availability of convenient and accessible parking. 16. In light of the inadequate parking that will be available within Blocks 104 and 105 at Project build -out, the Draft EIR should thoroughly analyze a mitigation measure that would allow existing businesses within Block 104 to reserve a minimum number of parking spaces at reasonable rates in the portion(s) of the structure closest to the existing businesses. and/or in the parking structure in the 200 block of Main Street. 17. The Draft EIR fails to identify the numerous amendments to the City's General Plan (Coastal Element) and Downtown Specific Plan that would have to be approved in order to eliminate conflicts and violations in the areas of floor area ratio, height limits, the visual corridor along 5th Street, open space, and setback requirements. 18. The traffic analysis accompanying the Draft EIR appears to include only a few of the related projects identified in the cumulative impacts section. (Compare Appendix G, pp. 6 and 24, with pp. 2-7 to 2-11.) 19. Policy C4.2.3 in the Coastal Element of the City's General Plan, dealing with preservation of public views, requires "strict application of local ordinances ... including defined view corridors." (Emphasis added.) The Draft EIR should address a modified project that eliminates this clear violation. 20. The air quality mitigation measures set forth at pp. 3.2-15 to 3.2-16 of the Draft EIR contain no performance standards and are therefore inadequate under CEQA. 21. The Cultural Resources Element of the City's General Plan "[e)ncourage[s] new development to be compatible with adjacent existing historic structures in terms of scale, massing, building materials, and general architectural treatment." There is no substantial evidence for the statement at p. 3.3-11 of the Draft EIR that the Strand project is compatible with this policy. How can a four-story, 55-foot tall Mediterranean -style building shoved up as close as 20 feet away from a two-story historic wooden structure such as the Worthy Building be considered compatible with any of those criteria? 22. The Draft EIR fails to provide the information needed to calculate the Strand project's compliance with the Downtown Specific Plan requirement (at § 4.5.10) that a minimum 112/019483-0001 316443.01 a09/03/02 RUTAN &TUCKER ATTORNEYS AT LAW Jane James, Senior Planner September 3, 2002 Page 6 of 10% of the net site area must be set aside for a public open space amenity. (See Draft EIR, p. 3.5-21.) How can a hotel terrace qualify as either "public" or "open space" under the City's codes? 23. The Draft EIR states that construction noise impacts will be less than significant because the City exempts them from the requirements of the City's noise ordinance. (Id, at p. 3.6-11.) This is a gross non -sequitur. Pile -driving and other loud construction activities occurring on the site will have a significant adverse impact on adjacent businesses (including the upper -floor office tenants in the Oceanview Promenade Building) and residences. 24. The proposed noise mitigation measures do not address and may even increase noise impacts on the upper -floor office tenants in the Oceanview Promenade building. 25. The cumulative air quality impact analysis in the Draft EIR does not identify the other projects that were considered. (Id, p. 3.2-14.) 26. The cumulative traffic impact analysis section of the Draft EIR is inadequate since it considers only four "committed" projects instead of all of the reasonably anticipated and related future projects. (See, Draft EIR, pp. 3.9-2 and 2.9-7.) 27. It is inappropriate for the Draft EIR to refuse to consider significant traffic and parking impacts occurring during the summer and on weekends simply because the City doesn't want to invest in additional infrastructure. (See p. 3.9-6.) The Draft EIR should instead acknowledge that the impacts are significant and unmitigated and address the failure or refusal to fully mitigate impacts as part the "overriding considerations" analysis if indeed the City believes it is not feasible to mitigate the impacts. 28. The Draft EIR incorrectly assumes (at p. 3.9-16) that private off-street parking is available for shared public use. An accurate inventory of true "public" spaces is needed. 29. There is no substantial evidence to support the statement at p. 3.9-17 that "the Project is considered fully parked." Even assuming for the sake of argument that the reduced parking requirements of the 2000 Downtown Specific Plan amendment were used, the Kaku study acknowledged a 245-parking deficiency in Area 1 of the Downtown Parking Master Plan area (the first 3 blocks inland from PCH along either side of Main Street, including Block A). (See p. 04406 of the Administrative Record in the above -referenced litigation.) 30. There is no substantial evidence to support the statement at p. 3.9-17 of the Draft EIR that "the proposed project will replace the 150 spaces lost [in Block A] on a one -for -one basis ...." In the first place, the City's own parking inventory prepare as part of the 2000 Downtown Specific Plan amendment identified significantly more than 150 existing parking spaces in Block A. In addition, the City staff itself acknowledged the CIM project generates a 112/019483-0001 316443.01 a09/03/02 RUTAN &TUCKER A T T O R N E Y$ AT LAW Jane James, Senior Planner September 3, 2002 Page 7 parking requirement somewhere between 834 and 878 spaces (see pp. 04324 and 04557 from the Administrative Record in the pending litigation). With less than half of the Strand project's own parking needs accommodated on -site before the loss of the existing on -site parking is considered, it is grossly deceptive to state that existing parking is being replaced on a one -for -one basis. 31. The Draft EIR seems to indicate that the Strand project maximizes its square footage relative to available parking in Downtown Huntington Beach. (Id, at p. 3.9-17.) The Draft EIR does not address the constraints that approval of the Strand project apparently would place on the rights of other property owners in the Downtown, particularly existing property owners within Block A, to redevelop their properties. 32. The Draft EIR's refusal to acknowledge a substantial number of significant environmental impacts — dealing with violation of City development standards, impacts on cultural resources (i.e., the Worthy building), scale and massing, inadequate parking, inadequate open space, loss of the 5th Street view corridor, and height and setback violations, to name a few — results in a truncated discussion of mitigation measures and alternatives that could avoid those impacts. 33. There is no substantial evidence to support the Draft EIR's assertion (at pp. 4-6 to 4-7) that there is no alternative site for a project similar to the Strand project that would enable the City to realize the basic project objectives. The property at the corner of PCH and lst Street is also available for additional commercial, retail, and restaurant development. There are several existing and planned hotels already located in and immediately adjacent to Downtown Huntington Beach, including without limitation the Waterfront Hilton, the Hyatt Regency Resort currently under construction, and hotels that CARE understands are planned for the property at the corner of PCH and lst Street. CARE requests that the record of proceedings on this EIR include the City files on those other projects. Without the Strand project there are approximately 500,000 square feet of commercial development existing and approved for the "core" Downtown Huntington Beach area. The Draft EIR does not explain how the additional square footage in the precise location identified is necessary and cannot be compromised in order to achieve project objectives. 34. There is no substantial evidence to justify the Draft EIR's rejection of the "No Project / Reasonably Foreseeable Use" alternative. (See p. 4-7.) The Draft EIR should consider a development scenario in accordance with the existing City development standards. The Draft EIR improperly states that such a development would not "substantially lessen environmental impacts" compared to the Strand project by simply misstating (or not stating) what those development standards are. It is not a justification for the Draft EIR to state that "the City Redevelopment Agency owns the property and has entered into an agreement with CIM to develop the site ...." Indeed, this smacks of precisely the sort of prejudgment and pre - commitment to the CIM development in the absence of environmental review that CARE has 112/019483-0001 316443.01 a09/03/02 RUTAN &TUCKERS A T TO R N E Y S AT l A W Jane James, Senior Planner September 3, 2002 Page 8 been complaining about for the past three years. It is also no excuse to state that "the City has no other existing plans for the redevelopment of the project site," as stated in the Draft EIR. The purpose of the alternatives section of an EIR is that the City must develop and consider reasonable alternative uses. There also is no substantial evidence to support the EIR's claim (at p. 4-7) that the City "has received no proposals" for development other than the CIM project. In fact, the City itself approved a much smaller scale development for Blocks 104 and 105 in 1992-1995 and that development project did not proceed only because of the developer's lack of financing and the real estate recession at the time. At a minimum, the City should consider that previously approved plan or a plan substantially similar to it as one of the reasonable alternatives to the grossly overbuilt CIM project. In this regard, CARE respectfully requests that the City and Redevelopment Agency's entire file relating to the previously approved Coultrup project be included in the record of these proceedings to show what a true reasonable alternative to the CIM project would be. Finally, there is no substantial evidence to support the vague claim in the Draft EIR (at p. 4-7) that the "no project" alternative is infeasible because of unnamed "social and political constraints."' What does this mean? At a minimum, further explanation of this statement is warranted. 35. There is already substantial retail, restaurant, and office development within the "core" area of Downtown Huntington Beach. If the City's basic Project objective is to locate a hotel in the "core" Downtown Area, a reasonable alternative to the Strand project would be to downsize the Project by limiting the additional development to a hotel and leaving enough surface area for parking to reduce the huge financial burden of subterranean excavation and parking. 36. There is no substantial evidence to support the Draft EIR's rejection of the "No Project/No Development" alternative on the basis that the existing property and parking lots within Blocks 104 and 105 would deteriorate and "little active maintenance would be undertaken." (Id. at pp. 4-7 to 4-8.) As the Draft EIR notes, the Redevelopment Agency, an arm of the City, owns the Project site. The Redevelopment Agency cannot use its own failure to maintain its property in decent condition — the requirement the City/Agency would impose on any private owner — as a justification for massive over -development of the: property. 37. The "Reduced/Revised Project" alternative in the Draft EIR is a complete sham. In fact, this alternative is not "reduced" at all — it adds a three-story above -ground parking structure in Block 104 (with an undefined amount of building square footage) and deletes only one small building (Building C) with only 7,715 of gross building area as now proposed by CIM — only about 3% of the total �of 226,245 square feet of commercial buildings in the CIM 112/019483-0001 316443.01 a09/03102 RUTAN &TUCKER_ ATTDRN EYS AT LAW Jane James, Senior Planner September 3, 2002 Page 9 development. (Compare pp. 4-10 and Figure 2-5.) The Draft EIR correctly notes that this so- called "Reduced" project alternative actually generates "identical" land use impacts to the Strand project itself. (Id. at p. 4-12.) The Draft EIR is inadequate unless and until it considers a true legitimate alternative development consistent with existing development standards (including the parking requirements and maximum building square footage included within the City's own 1995 Downtown Specific Plan amendment). 38. There is no substantial evidence to support the Draft EIR's rejection of the Reduced/Revised Project" alternative on the basis it "would not meet the Applicant's objective of providing a financially viable commercial project." (Id, at p. 4-11.) Moreover, the DDA the Redevelopment Agency previously approved called for the City and Redevelopment Agency to contribute well over $30,000,000 of public revenues to the development over a period of 25 years — how is the financial feasibility of the project being evaluated when enormous public funds already are being contributed to make it work? Finally, the economics of the DDA approved in 1999 are no longer valid since CIM is no longer being required to incur the expense of acquiring properties along Main Street and PCH within Block 104 (which are now excluded from the Project site). What is the amount of the City and Redevelopment Agency subsidy to the development at this time? Have the City/Agency and CIM taken into consideration that development of the Project will be required to comply with California's prevailing wage laws (i.e., SB 975)? 39. The "Alternative Mix of Uses" also fails to provide a reasonable alternative to the Strand project since the only physical changes are adjustments to upper -story setbacks on Building G. (Draft EIR, pp. 4-13 to 4-14.) Once again, the alternative addresses almost none of the significant environmental impacts of the Project. A true downsized alternative should be considered. 40. There is no substantial evidence to support the Draft EIR's purported justification for rejecting the "Alternative Mix of Uses" on the basis it would not achieve the "basic project objectives of adding a hotel to the Downtown core area." As previously noted, the Waterfront Hilton exists within the Downtown Specific Plan area, the Hyatt Regency Resort is under construction, CARE understands that there are at least two planned hotel developments for the vacant property at lst Street and PCH, and other hotels exist immediately to the north of the proposed Project site along PCH. 112/019483-0001 316443.01 a09/03/02 RUTAN &TUCKER A T T O R N E Y$ AT LAW Jane James, Senior Planner September 3, 2002 Page 10 CARE submits that in light of the serious inadequacies of the Draft EIR a new revised Draft EIR should be prepared and circulated for public review and comment. At a minimum, the new revised Draft EIR should acknowledge the significant environmental impacts of the Strand project which are dismissed as insignificant in the current document, adequate and enforceable mitigation measure should be identified and imposed for the Project, and a proper range of reasonable alternatives to the Project (including a development similar to the previously approved Coultrup plan and at least one other alternative development consistent with the 1995 Downtown Specific Plan) should be considered. Thank you for your consideration. Very truly yours, IMRUT& TUCKER, LLP . Oderman JMO:ctm Enclosure cc: Scott Field, Assistant City Attorney 112/019483-0001 316443.01 a09/03/02