APPLICATION OF SOUTHERN CALIFORNIA EDISON COMPANY (U … · non-tariffed products and services...

APPLICATION OF SOUTHERN CALIFORNIA EDISON COMPANY (U 338-E) FOR AUTHORITY TO LEASE AVAILABLE LAND ON THE BARRE-ELLIS TRANSMISSION RIGHT OF WAY TO CENTER PARTNERS, LLC, A CALIFORNIA LIMITED LIABILITY

COMPANY

TABLE OF CONTENTS

Section Page

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I. INTRODUCTION ...........................................................................................................................1

II. BACKGROUND .............................................................................................................................3

A. Agreement............................................................................................................................4

B. Determination of Best Secondary Use.................................................................................5

C. Valuation of Site ..................................................................................................................5

D. Selection of Developer.........................................................................................................6

E. Environmental Matters.........................................................................................................6

F. Commission Imposition of Environmental Conditions on This Transaction ......................7

G. The Proposed Transaction Will Benefit The Public ............................................................7

III. COMPLIANCE WITH RULE 6(A)(1) ...........................................................................................8

IV. STATUTORY OR PROCEDURAL REQUIREMENTS................................................................9

A. Applicant..............................................................................................................................9

B. Articles Of Incorporation.....................................................................................................9

C. Balance Sheet And Statement Of Income..........................................................................10

D. Description Of Southern California Edison Company ......................................................11

E. Service Territory ................................................................................................................11

F. Statutory Authority ............................................................................................................11

G. Supporting Appendices......................................................................................................12

H. Request For Expedited And Ex Parte Treatment...............................................................12

V. CONCLUSION..............................................................................................................................13

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BEFORE THE PUBLIC UTILITIES COMMISSION OF THE

STATE OF CALIFORNIA

In the Matter of the Application of SOUTHERN CALIFORNIA EDISON COMPANY (U 338-E) for Authority to Lease Available Land on the Barre-Ellis 220 kilovolt Transmission Right of Way to Center Partners, LLC, a California Limited Liability Company

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Application No. ________

APPLICATION OF SOUTHERN CALIFORNIA EDISON COMPANY (U 338-E) FOR AUTHORITY TO LEASE AVAILABLE LAND ON THE BARRE-ELLIS

TRANSMISSION RIGHT OF WAY TO CENTER PARTNERS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY

I.

INTRODUCTION

Southern California Edison Company (SCE) respectfully requests an Order from the

California Public Utilities Commission (Commission or CPUC), pursuant to California Public

Utilities (PU) Code Section 851, authorizing SCE to lease to Center Partners, LLC, a California

Limited Liability Company (Center Partners), a 1.92 acre site located on a portion of SCE’s

Barre-Ellis transmission right-of-way (Barre-Ellis ROW) in the City of Huntington Beach (Site).

The Barre-Ellis ROW is part of the 220 kilovolt (kV) system and includes, among others,

CPUC-jurisdictional facilities. On October 1, 2002, Center Partners and SCE executed the

Option Agreement between Southern California Edison Company and Center Partners

(“Agreement”).1 Center Partners will operate a parking lot on the Site if the Commission

authorizes the lease.

1 A copy of the Agreement is attached hereto as Appendix A.

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In accordance with the categories listed in Attachment B to Advice 1286-E-A, SCE is

offering Center Partners a lease for the secondary use of utility assets. Under the terms of the

proposed lease, operation of a parking lot is compatible with SCE’s planned operation of the

transmission lines located on the Site. Utility service is therefore not expected to be affected as a

result of Commission approval of this lease. The lease will generate Other Operating Revenue

(OOR) for the benefit of ratepayers.

On January 30, 1998, SCE filed Advice 1286-E which set forth proposed categories of

non-tariffed products and services offered for sale by SCE and provided descriptions for each

category. This Advice filing was made pursuant to Rule VII.F of the Affiliate Transaction Rules

contained in Appendix A of Decision 97-12-088. Attachment B to Advice 1286-E-A identified

the Secondary Use of Transmission Right of Ways and Land and the Secondary Use of

Distribution Right of Ways, Land, Facilities and Substations as categories of existing

non-tariffed products and services.2 Leasing utility right-of-way to Center Partners fits within

these categories. This filing complies with the requirements of Rule VII for existing non-tariffed

products and services.

The revenue from the proposed lease will be treated as OOR. In Decision 99-09-070, the

Commission adopted a gross revenue sharing mechanism for certain of SCE’s other operating

revenues.3 The adopted Gross Revenue Sharing Mechanism applies to OOR, except revenues

that: 1) derive from tariffs, fees, or charges established by the Commission or the FERC; 2) are

subject to other established ratemaking procedures or mechanisms; or 3) are subject to the

Demand-Side Management Balancing Account. Under the Gross Revenue Sharing Mechanism,

all applicable gross revenues recorded from non-tariffed products and services subject to the

mechanism will be split between shareholders and ratepayers after the Commission-adopted

annual threshold level of OOR has been met. For those non-tariffed products and services

2 On April 5, 2000, pursuant to Commission Resolution E-3639, SCE filed Advice 1286-E-A which provides additional information regarding its non-tariffed product and service categories.

3 The Gross Revenue Sharing Mechanism is set forth in Part G of the Preliminary Statement to SCE’s Tariffs.

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deemed “active” by the Commission, the revenues in excess of the annual threshold will be split

between shareholders and ratepayers on a ninety percent (90%) to ten percent (10%) basis. For

those non-tariffed products and services deemed “passive” by the Commission, the revenues in

excess of the annual threshold will be split between shareholders and ratepayers on a seventy

percent (70%) to thirty percent (30%) basis. Products or services offered under the Secondary

Use of Transmission Right of Ways and Land and the Secondary Use of Distribution Right of

Ways, Land, Facilities and Substations categories have been deemed “passive” for revenue

sharing purposes.

II.

BACKGROUND

The Site is approximately 1.92 acres located on a portion of SCE’s Barre-Ellis ROW in

the City of Huntington Beach.4 The Site will be used for the development and operation of a

parking lot. The use of the Site for a parking lot is compatible with its primary use as a right-of-

way for aboveground transmission lines. SCE acquired the Site from Wilford G. Lewis in

March, 1956.5 The Site is currently not utilized for any secondary land use purpose. Under the

proposed lease with Center Partners, the Site will generate base rent of $20,000 in Year 1;

$30,000 in Year 2; $40,000 in Year 3; $45,000 in Years 4 through 8; $50,000 in Years 9 through

13; $55,000 in Years 14 through 18; and $60,000 in Years 19 through 20 of the lease term. The

Base Rent shall be further adjusted upon expiration of the twentieth (20th) and thirtieth (30th)

years of the lease term and upon the exercise of each of the two option renewal periods subject to

the fair rental value of the Property, defined as the rent Optionor could derive from the Property

if it were then made available on the open market for new leasing purposes for its then-existing

use, but excluding the value of Optionee’s improvements thereon. However, in no event shall

4 Site description: The Site is bounded on the west by Golden West College; on the south by commercial uses; on the east by vacant property; and on the north by a residential development.

5 The book value of Site is $9,630

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the base rent as so adjusted be (a) less than the base rent otherwise payable immediately prior to

such adjustment or (b) greater than the Base Rent otherwise payable immediately prior to such

adjustment increased by three percent (3%) per year compounded annually for ten (10) years.

Thus, revenue from the proposed lease represents substantial OOR for the benefit of SCE’s

ratepayers.

A. Agreement

The Agreement grants Center Partners the option to lease the Site for the development

and operation of a parking lot. If the Commission grants this Application, a lease will be created

upon Center Partner’s exercise of the option. The term of the lease is forty-five (45) years,

beginning on the date Center Partners exercises the option.

Under the lease, Center Partners will pay base rent of 20,000 in Year 1; $30,000 in Year

2; $40,000 in Year 3; $45,000 in Years 4 through 8; $50,000 in Years 9 through 13; $55,000 in

Years 14 through 18; and $60,000 in Years 19 through 20 of the lease term. The Base Rent shall

be further adjusted upon expiration of the twentieth (20th) and thirtieth (30th) years of the lease

term and upon the exercise of each of the two option renewal periods subject to the fair rental

value of the Property, defined as the rent Optionor could derive from the Property if it were then

made available on the open market for new leasing purposes for its then-existing use, but

excluding the value of Optionee’s improvements thereon. However, in no event shall the base

rent as so adjusted be (a) less than the base rent otherwise payable immediately prior to such

adjustment or (b) greater than the Base Rent otherwise payable immediately prior to such

adjustment increased by three percent (3%) per year compounded annually for ten (10) years.

The Agreement provides that Center Partners activities must not interfere with the

operation of the electric facilities that cross the Site. Center Partners is not allowed to use or

store hazardous substances, explosives or flammable materials on the Site. Any equipment used

by Center Partners on or adjacent to the Site must be used and operated to maintain a minimum

clearance of seventeen (17) feet from all overhead electrical conductors. SCE requires Center

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Partners to maintain a minimum fifty (50) foot radius around all towers legs, and a ten (10) foot

radius around all steel poles, wood poles, and anchors. Additionally, Center Partners must

provide and maintain access roads on the Site that are at least sixteen (16) feet wide and capable

of supporting a gross load of forty (40) tons on a three-axle vehicle.

SCE retains the right and authority to enter the Site at any and all reasonable times to

inspect the Site. SCE also has the right to impose temporary restrictions on Center Partners right

to enter, occupy and use the Site to allow SCE to perform any necessary work on the electrical

facilities located on the Site. SCE also retains the right to take all or a part of the leasehold by

eminent domain or inverse condemnation.

Center Partners is responsible for all personal property taxes, as well as other general or

special assessments or fees levied against the Site or the improvements thereon. Center Partners

is also responsible for obtaining all permits and approvals for construction and any zone changes

or use permits required for the operation of a parking lot. Center Partners must also maintain

specified comprehensive general liability insurance, comprehensive auto liability insurance, and

workers’ compensation insurance. Center Partners further agrees to indemnify SCE against all

liability for damages or injury to persons on the Site except to the extent caused by SCE’s

negligent or willful misconduct.

B. Determination Of Best Secondary Use

The utility’s objective in selecting secondary uses of its utility property is to provide

revenue to its ratepayers and shareholders while safeguarding the utility’s obligations to maintain

the safety and reliability of its facilities. The facilities located on the Site are used in the

transmission of electricity. Because aboveground transmission lines cross the Site, secondary

land uses thereon are limited by restrictions and height clearances.

Of the land uses allowed by the City of Huntington Beach that are compatible with

planned utility operations, SCE determined that a parking lot offered a high level of potential

revenues for this particular Site.

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C. Valuation Of Site

Traditional market value appraisal methods that attempt to determine the highest price

that land would bring if sold on the open market for any use or purpose, are not ideally suited for

valuing secondary uses. Instead, SCE establishes rental value of property based on the value the

property has for a specific secondary use.

To evaluate the rental value for the Site, SCE obtained a limited appraisal for the property

to determine its rental rate. The revenue SCE will receive from Center Partners falls within the

expected market range and was determined using similar methodologies to those used in those

transactions approved by the Commission in Decision Nos. 05-011-016, 04-12-044, 03-03-035

and 03-08-060.

D. Selection of Developer

In February of 2002, Center Partners and the City of Huntington Beach entered into an

agreement to develop a federally funded affordable housing project on the City of Huntington

Beach’s 4 acre parcel adjacent to SCE’s fee owned property. The City of Huntington Beach and

Center Partners approached SCE to utilize the Barre-Ellis corridor as additional overflow parking

for the housing project. Center Partners was founded in response to growing demand from cities

and public agencies for an experienced development firm capable of managing complex urban

renewal projects. With a dedicated staff of seasoned development professionals, the company

has effectively capitalized on both its development expertise and keen ability to work with

government agencies in creating real estate opportunities through both public and private

ventures. Center Partners is a recognized leader in this emerging real estate field.

E. Environmental Matters

In accordance with Article 6.2(f) of the Agreement, Center Partners will procure and

deliver to SCE, evidence of compliance with all applicable codes, ordinances, regulations, and

requirements for permits and approvals, including but not restricted to grading permits, building

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permits, and zoning and planning approvals from various governmental agencies and bodies

having jurisdiction.

Under the California Environmental Quality Act (CEQA), the Commission is obligated to

consider the environmental consequences of a project that is subject to the Commission’s

discretionary approval (Public Resources Code 21080). The City of Huntington Beach was the

lead agency for CEQA review of the Center Partners project. On January 25, 2006, the City of

Huntington Beach issued and approved Mitigated Negative Declaration, Edinger Corridor

Specific Plan No. 14, and determined that by imposing conditions, the impacts of the proposed

Center Partners development could be reduced to a level of insignificance. Pursuant to ordering

paragraph 5 of D.01-08-022, SCE has attached the City's final CEQA findings regarding the

development project as Appendix D.

F. Commission Imposition of Environmental Conditions on This Transaction

The Site is, and will continue to be, utility operating property. Thus, ratepayers should

continue to have certain financial responsibilities for the operation and maintenance of utility

facilities on the Site. Environmental claims arising out of utility operations are precisely the type

of claims for which SCE should be allowed to seek cost recovery from ratepayers.

The Commission addressed this precise issue in D.01-05-004 and D.01-05-005. SCE

does not object to Commission imposition of those same provisions which permit cost recovery

from ratepayers for claims relating to utility operations and which preclude ratepayer liability for

environmental claims related to the tenancy or activity of the lessee.

G. The Proposed Transaction Will Benefit the Public

Section 851 provides that no public utility “shall lease [property] necessary or useful in

the performance of its duties to the public without first having secured from the commission an

order authorizing it so to do.” The relevant inquiry for the Commission in Section 851

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proceedings is whether the proposed transaction is “adverse to the public interest.”6 The

proposed lease satisfies this test. The public interest is not harmed since a lease is not expected

to affect the utility’s planned operation of the transmission lines which cross the Site.7 The

Commission has determined that the public interest is served when utility property is used for

other productive purposes without interfering with the utility’s operation or affecting service to

utility customers.8 Because the proposed lease will provide revenues for the benefit of

ratepayers with low risk to the ratepayers, SCE requests the Commission to authorize the lease.

III.

COMPLIANCE WITH RULE 6(A)(1)

In compliance with Rule 6(a)(1) of the Commission’s Rules of Practice and Procedure,

which was adopted in response to Senate Bill 960, SCE is required to state “the proposed

category for the proceeding, the need for hearing, the issues to be considered, and a proposed

schedule.” SCE proposes to categorize this Application of Southern California Edison Company

(U 338-E) for Authority to Lease Available Land on the Barre-Ellis Transmission Right of Way

to Center Partners as a rate setting proceeding. SCE anticipates that hearings will not be

necessary. The issue to be considered is as follows: Is the proposed lease of available land on an

SCE right of way to Center Partners adverse to the public interest?

SCE suggests the following proposed schedule for this Application:

August 20, 2007 Application filed

6 See, e.g., Universal Marine Corporation, D.84-04-102, 1984 Cal. PUC LEXIS 962, *3, 14 CPUC 2d 644 (“[W]e have long held that the relevant inquiry in an application for transfer is whether the transfer will be adverse to the public interest”); see also D.89-07-016, 1989 Cal. PUC LEXIS 582, *25, 32 CPUC 2d 233.

7 As noted earlier, if the leased property becomes necessary for utility operations, SCE has reserved the right to exercise its power of condemnation to acquire any or all of the leasehold.

8 D.93-04-019, p. 3 (“Joint use of utility facilities has obvious economic and environmental benefits. The public interest is served when utility property is used for other productive purposes without interfering with the utility’s operation or affecting service to utility customers.”)

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September, 2007 Scoping Memo issued and Case submitted to ALJ

October, 2007 Proposed Decision

November, 2007 Commission Decision

IV.

STATUTORY OR PROCEDURAL REQUIREMENTS

A. Applicant

The Applicant is Southern California Edison Company, an electric public utility

organized and existing under the laws of the State of California. The location of SCE’s principal

place of business is Post Office Box 800, 2244 Walnut Grove Avenue Rosemead, California

91770. The name, title, and address of the person to whom correspondence or communication in

regard to this Application is to be addressed are as follows:

Richard Tom Case Administration Law Department Law Department Southern California Edison Company Southern California Edison Company 2244 Walnut Grove Avenue 2244 Walnut Grove Avenue Rosemead, California 91770 Rosemead, California 91770 Telephone: (626) 302-4430 Telephone: (626) 302-4875 Facsimile: (626) 302-1926 Facsimile: (626) 302-3119 E-Mail: [email protected] E-Mail: [email protected]

B. Articles Of Incorporation

A copy of SCE’s Restated Articles of Incorporation, as amended through June 1, 1993,

and as presently in effect, certified by the California Secretary of State, was filed with the

Commission on June 15, 1993, in connection with Application No. 93-06-0229 and is

incorporated herein by reference pursuant to Rule 16 of the Commission’s Rules of Practice and

Procedure. A copy of SCE’s corrected Restated Articles of Incorporation, certified by the

9 Application No. 93-06-022, filed June 15, 1993, regarding approval of a Self-Generation Deferral Agreement between Mobil Oil Corporation Torrance Refinery and Southern California Edison.

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D. Description Of Southern California Edison Company

SCE is an investor-owned public utility engaged in the business of generating,

transmitting, and distributing electric energy in portions of Central and Southern California. In

addition to its properties in California, it owns, in some cases jointly with others, facilities in

Nevada, Arizona, and New Mexico, its share of which produces power and energy for the use of

its customers in California. In conducting such business, SCE operates an interconnected and

integrated electric utility system.

E. Service Territory

SCE’s service territory is located in 15 counties in Central and Southern California,

consisting of Fresno, Imperial, Inyo, Kern, Kings, Los Angeles, Madera, Mono, Orange,

Riverside, San Bernardino, Santa Barbara, Tuolumne,11 Tulare, and Ventura Counties, and

includes approximately 180 incorporated communities as well as outlying rural territories. A list

of the counties and municipalities served by SCE is attached hereto as Appendix C. SCE also

supplies electricity to certain customers for resale under tariffs filed with the Federal Energy

Regulatory Commission.

F. Statutory Authority

This Application is made pursuant to the provisions of Section 851 of the California

Public Utilities Code, the Commission’s Rules of Practice and Procedure, and prior decisions,

orders and resolutions of this Commission.

11 SCE provides electric service to a small number of customer accounts in Tuolumne County and is not subject to franchise requirements.

APPENDIX A

Option Agreement Between Southern California Edison Company and Center Partners, LLC, a California Limited Liability Company

Dated October 1, 2002

OPTION AGREEMENT

TABLE OF CONTENTS

ARTICLE TITLE PAGE

I. Option To Lease

II. Lease

III. Rent

IV. Taxes and Assessments

V. Uses; Purposes

Option Agreement

LI Grant of Option

1.2 Term of Option

1.3 Option Consideration

1.4 Exercise of Option

1.5 Extension of Option Term

1.6 Property Investigation and Document Review

1.7 "Subject To'* Items

1.8 Application Fees

2.1 Lease Term

2.2 Approval

3.1 Base and Additional Rent and Adjustments

3.2 Late Payment Charges

4.1 On Real & Personal Property

4.2 Prorations

4.3 For Other Property of Optionor

4.4 Optionee's Right to Contest

4.5 Proof of Compliance

5.1 Uses

5.2 Land Use Restrictions

5.3 Condition of Property

5.4 Acceptance of the Property

5.5 Property Investigation

5.6 Optionor's Representations

5.7 Compliance with Laws

5.8 Petroleum Products

5.9 Explosives & Flammable Materials

5.10 Hazardous Substances

5.11 Height Limitations

5.12 Access and Clearances

5.13 Parkways and Landscaping

5.14 Fencing

5.15 Wrecked Vehicles

5.16 Reservations for Billboards

5.17 Cell Sites

5.18 Signs

5.19 Electric and Magnetic Fields

5.20 Induced Voltage

VI. Improvements

VII. Maintenance and Repairs

6.1 Construction

6.2 Conditions of Major Construction

7.1 Optionee Required to Maintain Property

7.2 Damage or Destruction

7.3 Demolition Related to Optionee's Change of Use

VIII. Ownership of Improvements

IX. Encumbrance, Subordination

8.1 Exclusion of Existing Improvements

8.2 Ownership of New Improvements During

Lease Term

8.3 Ownership at Termination

8.4 New Lease'to Lender

9.1 Optionee's Right to Mortgage Lease

9.2 Request for Notice of Default

9.3 Termination of Agreement

9.4 No Amendment

9.5 Liability of Mortgagee

9.6 Estoppel Certificate

9.7 New Lease

9.8 Participation by Mortgagee

9.9 Modification of Mortgagee

X. Assignment; Subletting

XI. Insurance and Indemnity

10.1 Optionee's Right to Assign

10.2 Conditions Precedent to Transfer

10.3 Optionor's Approval of Transferee

10.4 Optionee's Nonliability After Assignment

10.5 Optionor's Right to First Offer

10.6 Right to Sublease

10.7 Additional Transfers

11.1 Insurance Requirements

11.2 Evidence of Insurance

11.3 Indemnification & Waivr

11.4 Subrogation

Xn. Right of Entry

XIII. Condemnation

XIV. Default; Remedies

12.1 Inspection, Maintenance, Construction & Operation

of Electrical Transmission Facilities

12.2 Modification & Emergency Situations

12.3 Insulator Washing

12.4 Optionor's Use

13.1 Definitions

13.2 Termination of Lease as to Part Condemned

13.3 Partial Taking

13.4 Substantial Taking

13.5 Adjustment of Rent

13.6 Compensation

13.7 Condemnation by Optionor

14.1 Optionee's Default

14.2 Notice and Right to Cure

14.3 Optionor's Remedies

14.4 Notice of Optionor's Default; Optionee's Waiver '

14.5 Unavoidable Default or Delay

14.6 Waiver; Voluntary Acts

XV. Additional Provisions

Exhibits

14.7 Attorney's Fees

14.8 Arbitration of Disputes

14.9 Appraisal

15.1 Captions, Attachment, Defined Terms

15.2 Entire Agreement

15.3 Severability

15.4 Costs of Suit

15.5 Time, Joint & Several Liability

15.6 Binding Effect; Choice of Law

15.7 Waiver

15.8 Holding OVer

15.9 Recording

15.10 Notices

15.11 Authority

15.12 No Partnership

15.13 Days

Exhibit «A"-Site Map

Exhibit "B"-"Subject To" Items

Exhibit "C"-EMF Brochure

Proper ty No. POBEL827J56

Account No. ^ & S S ^

OPTION AGREEMENT

This Option Agreement (this "Agreement") is entered into this _\ day of 0 < : : , T O ^ E i ^

2002 by and betv^reen Southern California Edison, a California corporation, ("Optionor"),

and Center Partners, LLC, a California Limited Liability Company ("Optionee")

(individually referred to herein as "Party" and collectively referred to as "Parties") and is

made with reference to the following facts:

RECITALS

A. Optionor is a public utility company regulated by the California Public UtiHties

Commission ("CPUC") and is in the business of generating, transmitting and

distributing electrical power to its customers throughout the Southern CaUfornia

area.

B. Optionee is the developer of a redevelopment project in Southern CaUfornia.

C. Optionor is the owner of that certain real property located in the County of Orange,

State of California, consisting of approximately 2 acres of land as more particularly

described in Exhibit "A" attached hereto and incorporated herein (the "Property").

D. Optionee desires to obtain from Optionor, and Optionor desires to grant to Optionee,

an option to lease the Property upon the terms and conditions set forth in this

Agreement.

Revised 06/0G/2001 - 1 -

ARTICLE I

OPTION TO LEASE

1.1 Grant of Option. Optionor hereby grants to Optionee the exclusive right and sole option to lease the Property for the development and operation of a parking lot facility (the "Option"), on the terms and conditions set forth in this Agreement.

1.2 Term of Option. The term of the Option shall commence on the date first written above (the "Execution Date") and shall expire at 5:00 p.m. California time on the later of (i) thirty (30) days following Optionee's receipt of the CPUC's order referenced in Section 2.2, or (ii) 12 months from the Execution Date (the "Option Term") unless prior thereto. Optionee has validly exercised the Option pursuant to and in compliance with Section 1.4. Notwithstanding the foregoing, Optionee shall not exercise the Option until the CPUC's order has been received by Optionee.

1.3 Option Consideration. The consideration for the grant of this Option for the Option . Term shall be Twenty-Five Thousand Dollars ($25,000.00) (the "Option

Consideration") payable to Optionor by cashier's check or wire transfer immediately upon the execution of this Agreement. The Option Consideration shall be refundable i) if the CPUC prohibits Optionor from leasing the Property; or ii) Optionee in its exercise of requirements outUned in Section 1.6 reasonably finds existing faults which render the Property physically unfit for development as contemplated by this Agreement and which cannot, within a reasonable period of time, be corrected by Optionor at Optionor's election.

1.4 Exercise of Option. The Option may be exercised only by delivery of an unconditional written notice of exercise to Optionor not later than 5:00 p.m. CaUfornia time on the last day of the Option Term and upon Optionee's satisfaction of all of the foUowing conditions:

(a) Optionee has obtained Optionor's approval of aU plans and working drawings pursuant to Section 6.2.

(b) Optionee has obtained aU permits and approvals required by any governmental agency having jurisdiction for Optionee's use of the Property pursuant to Section 6.2. Optionee shall attach copies of such permits and approvals to the notice of exercise of Option.

(c) Optionee has submitted to Optionor satisfactory evidence of Optionee's ability to finance the cost of development of the Property in accordance with Section 6.2 and the financial viability of Optionee's proposed operations on the Property.

(4) Optionee hao oubmittcd to Optionor a non rofundablo foo in the amount of $ for GxorGioG of the Option.

(e) Optionee has submitted to Optionor evidence of insurance coverage pursuant to Article XL

Revised 06/06/2001 -2-

(f) OptionoG hao furniohod to Optionor a porformanGG bond purauant to Soction 6.S(g>^

Upon receipt of Optionee's notice of exercising the Option, Optionor shaU have fifteen (15) days to determine if Optionee has satisfied the foregoing conditions. If Optionor reasonably determines that Optionee has not satisfactorily fulfiUed all of the foregoing conditions, Optionor shaU notify Optionee in writing of the specific unsatisfied conditions. If the Option Term has expired or will expire within fifteen (15) days of Optionee's receipt of such notification, Optionee may within five (5) days of receipt of Optionor's notification elect to (a) arbitrate the issue of whether Optionee has satisfied the conditions, or (b) extend the Option Term pursuant to Section 1.5 below and satisfy the conditions. In the event Optionee elects to arbitrate the issue of whether Optionee has satisfied the conditions, Optionee shall simultaneously tender the payment for extension of the Option Term, to take effect or be refunded as appropriate upon completion of the arbitration.

In the event the Option is duly exercised prior to its expiration, and Optionor determines that Optionee* has satisfied the foregoing conditions, this Agreement shaU be construed as a binding contract for the leasing of the Property on the terms and conditions set forth herein (the "Lease").

1.5 Extension of Option Term. Optionee may extend the Option Term prior to the expiration of the then current Option Term by deUvering a written notice of such extension to Optionor and a cashier's check in the amount of Five Thousand Dollars ($5,000.00) for each 1-month extension of the Option Term. Optionee may extend the Option Term for 6 extension periods only. No partial extensions wiU be granted by Optionor.

1.6 Property Investigation and Document Review. Commencing on the date first written above and continuing until the earUer of the termination of this Agreement or the expiration of the Option Term, Optionee and its representatives, employees, contractors and agents shaU have the right, at Optionee's sole expense and risk, and in accordance with the foUowing terms and conditions: (i) to physically inspect and investigate the Property and to conduct any and aU tests, inspections and studies thereof as Optionee may consider appropriate, and (u) to review and to make copies of all documents in Optionor's possession or control pertaining to the Property, which Optionor shaU make available .to Optionee, at Optionor's offices during normal business hours. Optionee acknowledges and agrees that the Option Term shaU not be extended except in accordance with Section 1.5 as a result of Optionee's obtaining, failure to obtain, or delay in obtaining any document or material, provided that Optionor has not committed a material default of its obligations set forth in this Section 1.6. If Optionee exercises the Option, Optionee shaU be deemed conclusively and irrevocably to have fuUy approved the condition of the Property and the findings of aU tests, inspections, studies and reviews thereof.

Optionee shaU conduct such investigation and document review in accordance with the foUowing terms and conditions:

(a) Optionee shaU obtain a temporary entry permit from Optionor, and shaU abide by the terms and conditions thereof.

Revised 06/06/2001 - 3 -

(b) Optionee shall provide Optionor, without any representations or warranties of any kind, with copies of all surveys, reports and findings regarding the Property upon expiration of the Option Term.

(c) -Optionee agrees to repair any damage or disturbance it shaU cause to the Property and to restore the Property to its original condition.

(d) . Optionee agrees to indemnify, defend and hold harmless Optionor from any and aU UabUities, damages, claims, losses, costs or expenses (including without Umitation reasonable attorneys' fees) incurred by or brought against Optionor in connection with or arising out of the entry onto the Property by Optionee, its agents or consultants pursuant to this Section 1.6.

1.7 "Subject To" Items. Optionee hereby acknowledges that the Property is subject to those certain covenants, conditions, restrictions, reservations, exceptions, rights and easements, whether or not of record, which are Usted in Exhibit "B". The Ust is not exhaustive and Optionee is responsible for conducting its own title review.

1.8 AppUcation Fees: Optionor agrees to pay the fiUng fees only for appUcations associated with a zone change, general plan amendment, variance, site plan review, and/or conditional use permit required for the development described in Section 1.1. only. Such application fees shaU be paid by Optionor directly to the City or County agency having jurisdiction or paid by Optionee and reimbursed by Optionor upon submittal of receipts for such fees. Optionor must receive and review a copy of the appropriate appUcation(s) and aU supporting documentation prior to pa3dng any fiUng fees. Requests for payment of such fiUng fees must be submitted to Optionor a minimum of sixty (60) days prior to submission of the appUcation(s) to the City or County agency having jurisdiction.

ARTICLE II

LEASE

2.1 Lease Term. The Lease shall be for an initial term of forty-five (45) years (the "Lease Term") commencing on the date Optionee exercises the Option (the "Lease Commencement Date") and may be renewed by Optionee for up to two additional ten (10) year terms by providing Optionor written notice of Optionee's election to extend the Lease Term at least six (6) months prior to the expiration of the Lease Term then in effect. Exercise of the first renewal option shaU not imply any obUgation to exercise the second.

2.2 Approval. Optionor must obtain authorization from the CPUC pursuant to Section 851 of the CaUfornia PubUc UtiUties Code to lease the Property. Optionor agrees to file an appUcation with the CPUC following execution of this Agreement and to use its commerciaUy reasonable best efforts to secure approval to lease the Property to Optionee. In the event the CPUC issues an order authorizing Optionor to lease the Property with no conditions, the Lease wiU be created upon Optionee's exercise of the Option, the terms of which shall be subject to the terms of this Agreement. In the event the CPUC issues an order authorizing Optionor to lease the Property subject to certain conditions, Optionor and Optionee shaU have the right to review

Revised 06/06/2001 -4-

and approve such conditions prior to the Lease becoming effective. Optionor shall deUver to Optionee a copy of any such order by the CPUC, and Optionee and Optionor shall have thirty (30) days to elect either to (a) abide by any conditions imposed by the order; or (b) decline to abide by such conditions. If Optionee and Optionor do not mutually agree to abide by such conditions, then this Agreement shaU automaticaUy terminate. If Optionee and Optionor agree to abide by such conditions, then this Agreement shall constitute the Lease, effective upon exercise of the Option by Optionee. Optionor makes no representation or warranty to Optionee regarding the outcome or the length of the Section 851 appUcation process. In the event the CPUC prohibits Optionor from leasing the Property in accordance with this Agreement, then this Agreement shaU automatically terminate.

ARTICLE III

RENT

3.1 Base and Additional Rent and Adjustments. Optionee agrees to pay in lawful money of the United States as rent ("Rent") for the use of the Property during the term of this Agreement, without deduction, abatement, prior demand or offset, at the times and in the manner as hereinafter provided, the following sums:

(a) Base Rent. Base Rent ("Base Rent") in the initial annual amounts specified below, subject to adjustment as hereinafter provided, shaU be payable in advance on the Lease Commencement Date and on the first day of each calendar month of the Lease Term thereafter at Optionor's address set forth in Section 15.10 or at such other place as Optionor may designate in writing. If the Lease Commencement Date is not the first day of a calendar month, a prorated instaUment of Base Rent based on a thirty (30) day month shaU be paid on the Lease Commencement Date for the fractional month during which such date occurs:

Year 1 of the Lease Term: $20,000 Year 2 of the Lease Term: $30,000 Year 3 of the Lease Term: $40,000 Year 4 of the Lease Term: $45,000 Year 5 of the Lease Term: $45,000 Year 6 of the Lease Term: $45,000 Year 7 of the Lease Term: $45,000 Year 8 of the Lease Term: $45,000 Year 9 of the Lease Term: $50,000 Year 10 of the Lease Term: $50,000 Year 11 of the Lease Term: $50,000 Year 12 of the Lease Term: $50,000 Year 13 of the Lease Term: $50,000 Year 14 of the Lease Term: $55,000 Year 15 of the Lease Term: $55,000 Year 16 of the Lease Term: $55,000 Year 17 of the Lease Term: $55,000 » Year 18 of the Lease Term: $55,000 Year 19 of the Lease Term: $60,000 Year 20 of the Lease Term: $60,000

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(b) Reappraisal Adjustment. The Base Rent shaU be further adjusted upon the expiration of the twentieth (20th) and thirtieth (30th) years of the Lease Term and upon exercise of each of the two renewal options discussed in Section 2.1 for reappraisal adjustments to the fair rental value of the Property, defined as the Rent which the Optionor could derive from the Property if it were then made available on the open market for new leasing purposes for its then-existing use, but excluding the value of Optionee's improvements thereon. However, in no event shaU the Base Rent as so adjusted be (a) less than the Base Rent otherwise payable immediately prior to such adjustment, or (b) greater than the Base Rent otherwise payable immediately prior to such adjustment increased by three percent (3%) per year compounded annually for ten (10) years. Such fair Rent value shall be determined by an MAI appraiser, acceptable to both parties, with experience appraising property of simUar use in accordance with the appraisal provisions in Section 14.9.

(c) Adjustment on Sublease. Optionor expressly reserves the right to adjust the Base Rent, as outUned in paragraph 3.1(b) above, as a condition to Optionor's approval of any subletting of all or portions of the Property. If such an adjustment is made, then aU subsequent scheduled adjustments under subsections (b) above shall be extended by the period elapsed between the most recent previous adjustment under subparagraph (b) or (c), as the case may be, and the effective date of the adjustment under this subparagraph (c). Notwithstanding the foregoing, however, Optionor shall not have a right to require an adjustment under this subparagraph (c) with respect to any transfer upon foreclosure of any encumbrance permitted by this Agreement.

(d) Time of Pavment. Pending the final determination of the adjusted Base Rent as provided in subsection (b) above. Optionee,shall continue to pay to Optionor the amount of the Rent payable for the preceding period at the times and in the manner provided under subparagraph (a) above. If adjusted Rent as finally so determined should exceed the amount of Rent for the previous period, the excess amount then due shaU be paid to Optionor by Optionee within thirty (30) days after such final determination, and thereafter such adjusted Base Rent shaU be paid in the manner provided in subparagraph (a) above.

3.2 Late Pavment Charges. Optionee acknowledges that late payment by Optionee to Optionor of the Rent wiU cause Optionor to incur costs not contemplated by this Agreement, the exact amount of such costs being extremely difficult and impractical to fix. Such costs include, without Umitation, processing, accounting and interest charges. Therefore, if any installment of the Rent is not received by the fifth (5th) day after the due date, Optionee wiU be charged a ten percent (10%) late fee on aU amounts outstanding. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Optionor will incur by reason of late payment by Optionee. Acceptance of any late charge shall not constitute a waiver of Optionee's default with respect to the overdue amount, or prevent Optionor from exercising any of the other rights and remedies available to Optionor.

Checks for Rent and any other payments shall be made payable to "Southern CaUfornia Edison Company" and mailed to Post Office Box 800, Rosemead, CaUfornia 91770, Attention: Corporate Accounting Dept. - Accounts Receivable.

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ARTICLE IV

TAXES: ASSESSMENTS

4.1 On Real and Personal Propertv. Optionor shall pay all real property tax assessed against the Property by the State Board of Equalization and Optionee shaU pay without abatement, offset or deduction aU other personal property taxes, general and special assessments, and other charges of every description levied or assessed against the Property, improvements located on the Property constructed by Optionee, personal property of Optionee located on or in the land or improvements, the leasehold estate, or any subleasehold estate, to the full extent of installments faUing due during the Lease Term. Nothing herein shall require Optionee to pay any taxes assessed against any equipment or improvements belonging to Optionor. Optionee shaU make all payments direct to the charging authority at least five (5) days before delinquency and before any fine, interest, or penalty shall become due or be imposed by operation of law for their nonpayment. If, however, the law expressly permits the payment of any or all of the above items in instaUments (whether or not interest accrues on the unpaid balance), Optionee may, at Optionee's election, utilize the permitted instaUment method, but shaU pay each instaUment with any interest before deUnquency.

4.2 Prorations. All payments of taxes or assessments or both, except permitted instaUment payments, shall be prorated for the initial Lease Terra year and for the year in which the Lease terminates. For permitted instaUment payments of which at least the first instaUment feU due before the commencement of the Lease Term, Optionee shaU pay aU instaUments faUing due after commencement of the Lease Term. For permitted instaUment payments of which the first instaUment faUs due during final years of the Lease Term, Optionee shaU pay only the instaUment(s) faUing due before expiration of the Lease Term.

4.3 For Other Propertv of Optionor. If the Property is assessed with other property of Optionor for purposes of property taxes, assessments, or other ad valorem or improvement levies (coUectively referred to in this paragraph as taxes), aU taxes imposed on the entire parcel of which the Property is a part shaU, untU the Property is separately assessed, be prorated and Optionee shaU pay that fraction of the entire tax equal to the fraction that the value of the Property (excluding Optionor's improvements and equipment) bears to the value of the total property included in the assessment.

4.4 Optionee's Right to Contest. Optionee may contest the legal vaUdity or amount of any taxes, assessments, or charges for which Optionee is responsible under this Agreement, and may institute such proceedings as Optionee considers necessary. If Optionee contests any tax, assessment, or charge. Optionee may withhold or defer payment under protest but shaU protect Optionor and the Property from any lien by adequate surety bond or other appropriate security.

Optionor appoints Optionee as Optionor's attorney-in-fact for the purpose of making aU payments to any taxing authorities and for the purpose of contesting any taxes, assessments, or charges, conditioned on Optionee's preventing any Uens from being

Revised 06/06/2001 -7-

levied on the Property or on Optionor (other than the statutory Uen of Revenue and Taxation Code Section 2187).

4.5 Proof of Compliance. Optionee shall furnish to Optionor, at least three (3) days before-the date when any tax, assessment, or charge would become delinquent, receipts or other appropriate evidence estabUshing their payment. Optionee may comply with this requirement by retaining a tax service to notify Optionor whether the taxes have been paid.

ARTICLE V

USES; PURPOSES

5.1 Uses. Optionee shaU use and permit the use of the Property for construction use, maintenance, repair, replacement and operation of a parking lot (the "Approved Use") and for any other purposes permitted by law, consistent with Optionor's use of the site for its power Unes and equipment for which Optionee has obtained Optionor's prior written consent, which consent shall not be unreasonably withheld. If any use other than the Approved Use is made for the Property, Base Rent shall be adjusted to reflect fair rental value of the Property for such use. However, in no event shaU the Base Rent as so adjusted be less than the Base Rent otherwise payable immediately prior to such adjustment, such fair Base Rent value shall be determined by an MAI appraiser, acceptable to both parties, with experience appraising property of simUar use in accordance with the appraisal provisions in Section 14.9. In the event Optionee is considering any use for the Property other than the Approved Use, it shaU have the right to cause the Base Rent which would be payable on account of such change in use to be determined pursuant to the provisions of this Section 5.1 prior to the commencement of any such change in use. Optionee shaU have the right to continue to use the property for the Approved Use or to elect to change the use of the Property in accordance with the provisions of this Lease.

5.2 Land Use Restrictions. Optionee may obtain zoning changes or conditional use permits, required for the Approved Use. Any zoning changes or conditional use permits for any use other than the Approved Use shaU require Optionor's consent. Optionor shaU, at Optionee's notice or request, join and cooperate In good faith with Optionee in appUcations and proceedings to obtain necessary use or zoning changes, but without cost or expense to Optionor, except as provided in this Agreement.

5.3 Condition of Property. Optionee hereby accepts the Property in its condition existing as of the date of the execution hereof, subject to aU appUcable zoning, municipal, county, state and federal laws, ordinances and regulations governing and regulating the use of the Property. Optionee acknowledges that neither Optionor nor any agent of Optionor has made any representation or warranty with respect to the condition of the Property or the suitabiUty thereof for the conduct of Optionee's business, nor has Optionor agreed to undertake any modification, alteration or improvement to the Property except as provided in this Agreement.

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5.4 Acceptance of the Property. Except as may be otherwise expressly provided in this Agreement, the taking of possession of the Property by Optionee shall in and of itself constitute acknowledgment that the Property is in good and leaseable condition, and Optionee agrees to accept the Property in its presently existing "as is" condition. Optionor shall not be obligated to make any improvements or modification thereto except to the extent otherwise expressly provided for in this Agreement.

5.5 Property Investigation. Optionee represents to Optionor that it will have made a sufficient investigation of the condition of the Property existing immediately prior to exercising the Option (including investigation of the surface, subsurface and groundwater for contamination and hazardous substances) and wUl be satisfied (a) that the Property wUl safely support the type of improvements to be constructed and maintained by Optionee upon the Property, (b) that the Property is otherwise fuUy fit physically and lawfuUy for the uses required and permitted by this Agreement, and (c) that the Optionee accepts aU risks associated therewith.

5.6 Optionor's Representations. Except as disclosed by Optionor to Optionee, Optionor does not know and has no reasonable cause to beUeve that any release of any hazardous substance has come to be located on or beneath the Property. Prior to the commencement of the Lease Term, Optionor will make avaUable to Optionee, for review and inspection, records in the possession or control of the Optionor which might reflect the potential existence of hazardous substances on or beneath the Property and Optionor will provide Optionee access to the Property for a reasonable time and upon reasonable terms and conditions for purposes of providing to Optionee the opportunity to investigate, sample and analyze the soil and groundwater on the Property for the presence of hazardous substances. The phrase "hazardous substance", as used herein, has the same meaning as that phrase has under Section 25359.7 of the California Health and Safety Code.

5.7 CompUance with Laws. Optionee shaU, except as otherwise expressly provided in this Agreement, be solely responsible, without any cost or expense to Optionor, to take aU actions necessary to improve and continuously use the Property as required by this Agreement and in compUance with aU appUcable laws, statutes, zoning requirements, ordinances, governmental rules or regulations or requirements of any duly constituted pubUc authority now or later in force, or with the requirements of the State Fire MarshaU or other simUar body now or hereafter constituted, relating to or affecting the condition, use or occupancy of the Property. The judgment of any court of competent jurisdiction or the admission of Optionee in any action against Optionee, whether Optionor is a party thereto or not, that Optionee has violated any law, statute, ordinance or governmental rule, regulation or requirement, shaU be conclusive of that fact as between Optionor and Optionee. Optionee shaU not aUow the Property to be used for any unlawful purpose, nor shaU Optionee cause, maintain or permit any nuisance in, on or about the Property. Optionee shaU not commit or suffer to be committed any waste in or upon the Property. Optionee shaU not interfere with Optionor's access to and use, repair, maintenance, replacement, alteration and operation of Optionor's improvements, equipment and faciUties located on the Property, which rights of access, use, repair, maintenance, replacement, alteration and operation are hereby expressly reserved bjj Optionor. Optionor shaU use commerciaUy reasonable efforts not to unreasonably Interfere with Optionee's use of the Property.

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5.8 Petroleum Products. Except as otherwise expressly permitted by Optionor, Optionee shall not install facilities for, or operate on the Property, a gasoline or petroleum supply station, nor shall the transportation or storage of gasoline or petroleum products be permitted except those products stored within an operable vehicle for exclusive use by that vehicle.

5.9 Explosives And Flammable Materials. The Property shall not be used for the manufacture of flammable materials or explosives, or for any storage of flammable materials or explosives. Further, the Property shall not be used by Optionee for any other purposes deemed by Optionor to be a potential fire or other hazard. The operation and maintenance of the Property shall be subject to regulations issued by Optionor so as to protect against fire or other hazard impairing the use, safety and appearance of the Property. The occupancy and use of the Property shall not be such as will permit hazardous or objectionable smoke, fumes, vapors or odors to rise above the surface of the Property.

5.10 Hazardous Substances. Except as otherwise expressly permitted in this Agreement, Optionee shall not use, create, store or aUow any hazardous substances on the Property. Fuel stored in a motor vehicle for the exclusive use in such vehicle is excepted. In no case shall Optionee cause or allow the deposit or disposal of any hazardous substances on the Property without Optionor's prior written approval. Optionor, or its agents or contractors, shaU at aU times have the right to go upon and inspect the Property and the operations thereon to assure compUance with the requirements herein stated. This inspection may include taking samples of substances and materials present for testing, and/or the testing of soUs, provided Optionor shaU promptly repair any damage caused thereby. Optionee shaU be responsible for and bear the entire cost of removal and disposal of hazardous substances introduced to the Property during the Lease Term or Introduced by Optionor, It's agents, contractors or employees. Optionee shaU also be responsible for any clean-up and decontamination on or off the Property necessitated by the introduction of such hazardous substances on the Property. Optionee shaU not be responsible for or bear the cost of removal or disposal of hazardous substances introduced to the Property during any period prior to the Lease Term. Optionee shall indemnify, defend and hold Optionor harmless from and against all UabiUties, damages, claims, losses, costs or expenses (including, without Umitation, attorneys' fees) incurred by or brought against Optionor in connection with or arising out of the use, storage, disposal, release or other presence of hazardous substances on, in, under or about the Property during the Lease Term, except to the extent caused by any actions of Optionor, its agents, contractors or employees.

5.11 Height Limitations. Any equipment used by Optionee or its agents, employees or contractors, on and/or adjacent to the Property, wiU be used and operated so as to maintain a minimum clearance of seventeen (17) feet from all overhead electrical conductors.

5.12 Access and Clearances. Optionee wUl provide Optionor with adequate access to aU of Optionor's facilities on the Property and at no time wUl there be any interference with the free movement of Optionor's equipment and materials over th? Property. Optionor may require Optionee to provide and maintain access roads within the Property, at a minimum of sixteen (16) feet in width, together with commercial driveway aprons and curb depressions capable of supporting a gross load of forty

Revised 06/06/2001 -10-

(40) tons on a three-axle vehicle. Unless otherwise specified in writing by Optionor, Optionee will make no use of the area directly underneath Optionor's towers and will maintain the foUowing minimum clearances at all times, except as otherwise approved by Optionor in writing:

a. 50 feet from aU tower legs. b. 10 feet from aU steel poles, wood poles and anchors.

NOTE: Additional clearance shall be required for structures and other material improvement.

5.13 Parkways and Landscaping. Optionee wiU keep parkway and sidewalk areas adjacent to the Property firee of weeds and trash. Optionee wiU maintain parkways and provide landscaping tha t is compatible with adjoining properties and that is satisfactory to Optionor.

5.14 Fencing. Optionee may instaU fencing on the Property with prior written approval from Optionor. Such fencing wiU include double drive gates, a minimum of sixteen (16) feet in width, designed to accommodate Optionor's locks, in locations specified by Optionor. Optionee wiU ground and maintain aU fencing.

5.15 Wrecked Vehicles. Optionee shall not park or store wrecked or inoperable vehicles of any kind on the Property.

5Ti6—RooGrvQtiono for Billboards:—Optionor rcoorvGO the right to UcGnoG a portion of the Property to third partioo for oonotruction and maintGnanGO of biUboardo.—The location of the biUboardo wiU bo mutuaUy agreed upon by Optionee and Optionor. OptionoG ohaU not unroaoonably withhold ito GonourrcnGG.

5T1:^?—CGU Sitco. Optionor rooGr^ôo the right to Icaoo a portion of the oito to third partioo for GonotruGtion and maintGnancG of GGU oitco. The location of the GGU oitco will bo mutuaUy agreed upon by Optionee and Optionor. OptionoG ohaU not unroaoonably withhold ito GonGurronGO.

5-18 Signs. Subject to compUance with applicable law. Optionee may construct, erect, maintain or permit upon the Property signs, advertising placards, names, insignia, t rademarks and descriptive words or materials (coUectively, the "signs") as shaU have first received the wri t ten approval of Optionor as to size and location. No signs readUy visible from the exterior of the Property shaU be permitted on or within the Property other than those:

(a) Identifying the name, business or products of the person or entity using or occupying the Property; or

(b) Offering all or par t of any portion of Optionee's operations on the Property for sale.

No signs shaU be of a na ture or content that injures the reputation of Optionor.

5.19 Electric and Magnetic Fields. There have been numerous scientific studies about the potential effects of power frequency electric and magnetic fields ("EMF"). There

Revised 06/06/2001 -1 1 -

are several sources of EMF, including household appUances and electric power facilities. After many years of research, scientists have not found that exposure to power-frequency EMF causes disease in humans. Research on this topic is continuing. Whenever anyone plans to lease Optionor's property that is in close proximity to Optionor's electric facUities, Optionor wants to share with those involved in the development, information or literature it has about EMF. Optionor has attached as Exhibit "C" to this lease a brochure that explains some basic facts about EMF. Please let Optionor know if you have questions or wish to have additional information.

5.20 Induced Voltage. Optionee hereby acknowledges that any structures (including, but not Umited to buildings, fences, Ught poles) it may construct or erect under the terms of this Lease wUl be in close proximity to one or more high voltage (66 kUovolt or above) electric transmission Unes and/or substation faciUties. Such structures ("Structures") may be susceptible to induced voltages, static voltages and/or related electric fault conditions (hereinafter coUectively referred to as "Induced Voltages") unless appropriate grounding or other mitigation measures are incorporated into the Structures. If not properly mitigated. Induced Voltages can result in a variety of safety and/or nuisance conditions, including, but not Umited to, electric shocks or other injury to individuals contacting the Structures or other utilities connected to the Structures (including, but not limited to, natural gas Unes, water Unes or cable television Unes), or interference with or damage to sensitive electronic equipment located in or around the Structures. Appropriate measures to mitigate Induced Voltages, if required, wiU vary from case to case because of factors such as electric faciUty configuration and voltage, other utiUties involved, or sensitivity of electronic equipment. Optionee wiU be responsible to determine what, if any. Induced Voltages mitigation measures should be undertaken regarding the Structures, and to implement such mitigation measures at its sole cost and expense.

Optionee agrees for itself and for its contractors, agents, Ucensees, invitees and employees, to indemnify, defend, release and hold Optionor, its parent, subsidiaries, and affiliated entities and their respective officers and employees harmless from and against any and aU claims, loss, damage, actions, causes of action, expenses (including, without Umitation, attorneys' fees) and/or UabiUty arising from or growing out of loss or damage to property, including without Umitation Optionor's own property, or injury to or death of persons, including without Umitation employees, contractors, agents, Ucensees and invitees of Optionor or Optionee, caused by or resulting from or connected to Induced Voltages on or related to the Structures.

ARTICLE VI

IMPROVEMENTS

6.1 Construction. Within sLxty (60) days after the Lease Commencement Date, Optionee shaU comply with the Conditions of Major Construction below and shaU commence the construction of a parking lot facUity. ,

6.2 Conditions of Major Construction. Before any major work of construction, alteration, or repair (except for that work described in Section 7.2) is commenced on

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the Property, and before any building materials have been delivered to the Property by Optionee or under Optionee's authority, Optionee shall comply with the conditions or procure Optionor's written waiver of the condition or conditions specified in the waiver:

(a) Plans. Specifications. Optionee shall deUver to Optionor for Optionor's approval four (4) sets of preliminary construction plans and specifications prepared by an architect or engineer licensed to practice as such in the State of California, including but not limited to preliminary grading and drainage plans, soil tests, utilities, sewer and service connections, locations of ingress and egress to and from public thoroughfares, curbs, gutters, parkways, street Ughting, designs and locations for outdoor signs, storage areas, and landscaping, aU sufficient to enable potential contractors and subcontractors to make reasonably accurate bid estimates and to enable Optionor to make informed judgment about the design and quaUty of construction and about any effect on the reversion. All improvements shaU be constructed within the exterior property Unes of the Property; provided that required work beyond the Property on utiUties, access, and conditional use requirements do not violate this provision.

(b) Optionor's Approval. Optionor shall not unreasonably disapprove preliminary plans and specifications. Approval or disapproval shaU be communicated in the manner provided for notices; and disapproval shaU be accompanied by specification of the grounds for disapproval; provided that Optionor's faUure to disapprove within sixty (60) days after deUvery to Optionor shaU be conclusively considered to be approval. Optionee shaU not deUver working drawings to any government body for a buUding permit untU preliminary plans are approved as in this paragraph. Disapproval and election to submit revised plans and specifications shaU not extend the time for commencing or completing construction.

(c) Final Plans: Specifications. Optionee shall prepare final working plans and specifications substantiaUy conforming to preUminary plans previously approved by Optionor, submit them to the appropriate governmental agencies for approval, and deUver to Optionor four (4) complete sets as approved by the governmental agencies. Changes from preliminary plans shaU be considered to be within the scope of the preUminary plans if they are not substantial or if they are made to comply with suggestions, requests or requirements of a governmental agency or official in connection with the appUcation for permit or approval, and if they do not depart substantiaUy in size, utiUty, or value from the minimum requirements of Section 6.2(a).

(d) Notice of Intent to Construct. Optionee shall notify Optionor of Optionee's intention to commence a work of improvement at least ten (10) days before commencement of any such work or deUvery of any materials. The notice shall specify the approximate location and nature of the intended improvements. Optionor shaU have the right to post and maintain on the Property any notices of nonresponsibiUty provided for under appUcable law, and to inspect the Property in relation to the construction at all reasonable times. <

(e) Approval of Construction (Interim) Financing.

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(i) Documentation. Optionee shall deUver to Optionor true copies of all documents to evidence the commitment of financing for any new construction. "Financing" includes both the construction (or interim) and take-out (also caUed permanent or long-term) loan. Optionor may require by notice that no -construction commence until the take-out loan is firmly committed but may disapprove the financing only if it violates an express provision of this Agreement.

(ii) Optionor's Right to Assume Optionee's Financing. Optionor shall have the right but not the obligation to assume Optionee's financing for any improvements on the Property. Optionee shaU cause the lender to execute all documentation facUitative of this right. Optionor's exercise of this right shaU not constitute a waiver of any other right Optionor may have against Optionee, any surety or guarantor or anyone else.

(f) AoouranGO of Completion (dclotG if Soction l.lCf) io dclctGd);—Optionoo ohaU furnioh Optionor a bond ao dGocribcd below if, and promptly after, Optionor givco noticG of demand within ton dayo after Optionoo hao Qompliod with aU the foregoing Gonditiono of major conotruction.—The bond ohaU be that of a rooponoiblo ouroty company, lioGnGod to do buoincoo in California, in an amount not IGOO than ~ DollarG ($ ) and ohall remain in effect untU the entire coot of the work ohall have boon paid in full and the now improvcmonto ohall have boon inourod ao pro\ddGd in thio Agrocmont. The bond ohall otato tho following:

(i) That it io Qonditionod to ooGuro tho oomplotion of the propoood conotruction, froG from aU licno and olaimo of contractoro, oubcontractoro, mochanico,—laborcro—aatd—matorialmon—fer—twenty—montho—following GommGnGomGnt of conotruction;

(ii)—That tho conotruction work ohall be cffoGtod by Optionoo, the general contractor or on their default, the ouroty.

Optionor may, but ohall not unroaoonably, dioapprovo the bond. The bond ohaU be deemed approved unloso notice of dioapproval io given within fiftoon working dayo after receipt of the propoood bond.

(g) Required Governmental Permits. Optionee shaU procure and deUver to Optionor at Optionee's expense evidence of compUance with aU then applicable codes, ordinances, regulations, and requirements for permits and approvals, including but not restricted to grading permits, buUding permits, zoning and planning requirements, and approvals from various governmental agencies and bodies having jurisdiction.

(h) Builder's Risk and Other Insurance. Optionee shaU, pursuant to Article XI, maintain insurance for the construction of improvements, or modifications thereof, on the Property.

(i) Diligent Prosecution to Completion. Once work is begun, Optionee shall with reasonable diligence prosecute to completion aU construction of improvements, additions, or alterations. Construction required at the inception of the Lease shaU be completed and ready for use within eighteen (18) months after commencement of

Revised 06/06/2001 -14-

construction, provided tha t the time for completion shall be extended for as long as Optionee shall be prevented from completing the construction by delays beyond Optionee's reasonable control; but faUure, regardless of cause, to complete construction within twenty-four (24) months following the Lease Commencement Date s-hall, at Optionor's election exercised by notice, terminate this Agreement subject, however, to Section 9.3. All work shaU be performed in a good and workmanlike manner, shall substantially comply with plans and specifications submitted to Optionor as required by this Agreement, and shall comply with all applicable governmental permits, laws, ordinances, and regulations.

G) Protection of Optionor Against Cost or Claim. Optionee shall pay or cause to be paid the total cost and expense of aU works of improvement, as that phrase is defined in the Mechanics' Lien Law in effect when the work begins. No such payment shall be construed as Rent. Optionee shaU not suffer or permit to be enforced against the Property or any part of it any mechanic's, materialmen's contractor's or subcontractor's lien arising from any work of improvement, however it may arise. However, Optionee may in good faith and at Optionee's own expense contest the validity of any such asserted lien, claim, or demand, provided Optionee has furnished the bond required in CaUfornia CivU Code Section 3143 (or any comparable statute hereafter enacted for providing a bond freeing the Property from the effect of such a Uen claim).

Optionee shall defend and indemnify Optionor against any UabiUty and loss of any type arising out of work performed on the Property by Optionee, together with reasonable attorneys' fees and aU costs and expenses incurred by Optionor in negotiating, settUng, defending, or otherwise protecting against such claims.

(k) Optionor's Right to Discharge Lien. If Optionee does not cause to be recorded the bond described in CaUfornia CivU Code Section 3143 or otherwise protect the Property under any alternative or successor statute, and a final judgment has been rendered against Optionee by a court of competent jurisdiction for the foreclosure of a mechanic's, materialmen's, contractor's, or subcontractor's Uen claim, and if Optionee faUs to stay the execution of the judgment by lawful means or to pay the judgment, Optionor shaU have the right, but not the duty, to pay or otherwise discharge, stay, or prevent the execution of any such judgment or Uen or both. Optionee shaU reimburse Optionor for aU sums paid by Optionor under this paragraph, together with aU Optionor's reasonable attorneys' fees and costs, plus interest on those sums, fees, and costs at the rate of ten percent (10%) per year from the date of payment untU the date of reimbursement.

(1) Notice of Completion. On completion of any substantial work of improvement during the Lease Term, Optionee shaU file a notice of completion.

(m) Notice of Changes in Plans. On completion of any work of improvement. Optionee shall give Optionor notice of aU material changes in plans or specifications made during the course of the work and shaU, at the same time and in the same manner, supply Optionor with "stamped" drawings accurately reflecting aU such changes. Optionor acknowledges that it is common construction industry ^practice to make numerous changes during the course of construction on substantial projects.

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(n) Notice of Take-Out (Permanent Financing). Optionee shall promptly deliver to Optionor (i) evidence that the supplier of any construction financing has accepted or approved of the completed improvements; and (ii) GvidcncG that tho tako out (pormanont) financing hao boon roGordod and the fundo properly dioburood, together with copioo of the note and the Gncumbranco oocuring it.

ARTICLE VII

MAINTENANCE AND REPAIRS

7.1 Optionee Required to Maintain Property. Throughout the Lease Term, Optionee shall, at Optionee's sole cost and expense, maintain the Property and all improvements in good condition and repair, ordinary wear and tear excepted, and in accordance with aU applicable laws, rules, ordinances, orders and regulations of (i) federal, state, county, municipal, and other governmental agencies and bodies having jurisdiction and all their respective departments, bureaus, and officials; (u) the insurance underwriting board or insurance inspection bureau having or claiming jurisdiction; and (ui) all insurance companies insuring all or any part of the Property or improvements or both.

7.2 Damage or Destruction. In the event of any damage to or destruction of Optionee's improvements located on the Property, then Optionee shall promptly and diUgently repair and/or restore such improvements as required to comply with Section 7.1 above; provided, however, that if foUowing such damage or destruction in Optionee's reasonable judgment the repair and/or restoration of such improvements is not commercially practical, then in lieu of such repair or restoration Optionee shaU (i) promptly and diligently raze and remove from the Property any and aU damaged improvements which Optionee does not elect to repair or restore and any associated debris, and restore the surface of the Property on which such improvements were formerly located to a clean, safe and sightly condition, with aU excavations fiUed and the surface graded, and (ii) delivor to Optionor all inouranco procoodo roGGivcd by Optionee—rolativG—te—the—improvcmonto—that—aê—aet—rootorod,—less—(I) tho unamortized portion of the coot of the original conotruction of ouch non rootorcd improvcmonto, which unamortizod portion ohaU bo calculatod on a otraight Uno baoio by comparing the number of yoaro in tho initial Loaoo Term (pluo any extonoion tormo which have boon cxorciood by Optionee) remaining after tho dato of tho damage or dootruction, ao compared to tho total number of originaUy ochodulcd yoaro in tho initial Lease Term (pluo any extonoion tormo which have boon oxorciood by Optionoo) remaining after tho completion of the initial conotruction of ouch improvcmonto, and Icoo (II) the coot of the demolition and removal from the Property of the oubJGct improvemonto. No damage to or destruction of any improvements on the Property shaU affect Lessee's obUgations under this Lease (including without Umitation, the obligation to pay the Base Rent payable hereunder) nor entitled Lessee to terminate this Lease. The parties hereby waive the provisions of California CivU Code Section 1932 and any other provisions of law which provide for rights contrary to the terms and provisions of this Lease.

7.3 Demolition Related to Optionee's Change of Use. Nothing herein shaU be deemed to restrict Optionee from demoUshing aU or any portion of the improvements in connection with (a) any change of use of the Property, or (b) any demolition and

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reconstruction of the improvements for the same use, provided Optionor has approved the new use and Optionee compUes with the Conditions of Major Construction.

ARTICLE VIII

OWNERSHIP OF IMPROVEMENTS

8.1 Exclusion of Existing Improvements. Title to improvements on the Property at the Lease Commencement Date is retained by Optionor and this Agreement is subject to any rights of ownership in the improvements. The parties covenant for themselves and aU persons claiming under them that the improvements are real property.

8.2 Ownership of New Improvements During Lease Term. AU improvements constructed on the Property by Optionee as permitted by this Agreement shaU be owned by Optionee untU expiration of the Lease Term or sooner termination of this Agreement. Optionee shaU not, however, remove any improvements from the Property nor waste, destroy, or modify any improvements on the Property, except as permitted by this Agreement. The parties covenant for themselves and aU persons claiming under them that the improvements are real property.

8.3 Ownership at Termination. AU improvements constructed on the Property by Optionee as permitted or required by this Agreement shaU, during the term of. this Agreement, be and remain the property of Optionee; provided, however, that Optionee's rights and powers with respect to the improvements are subject to the terms and limitations of this Agreement and Optionee's interest in such improvements shaU terminate upon the expiration or earlier termination of this Agreement.

Notwithstanding the foregoing, at the expiration or earlier termination of this Agreement (except in the case of a condemnation pursuant to Section 13.1), Optionor may, at Optionor's election, demand the removal from the Property of aU fixtures and improvements or of certain fixtures or improvements or both, as specified in the notice provided for below. A demand to take effect at the normal expiration of the Lease Term shaU be effected by notice given at any time not later than six (6) months before the expiration date. A demand to take effect on any other termination of this Agreement shaU be effected by notice given in or concurrently with notice of such termination or within ten (10) days after such termination. Optionee shaU comply with the notice before the expiration date, for normal termination, and within sixty (60) days after the notice for other termination. The duty imposed by this provision includes but is not Umited to the duty to demoUsh and remove all foundations, fiU aU excavations, return the surface to grade, and leave the Property safe and free from debris and hazards; provided that, after compUance with a demand for removal of less than aU fixtures and improvements. Optionee shall be required to remedy only wiUful and negUgent injuries to the Property or remaining improvements or fixtures.

8.4 New Lease to Lender. If this Agreement is terminated but Optionor enters into a new lease with a lender pursuant to the provisions of Article IX, then the provisions of Sections 8.2 and 8.3 shall apply only upon termination of such subsequent lease.

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ARTICLE DC

ENCUMBRANCE; SUBORDINATION

9.1 Optionee's Right to Mortgage Lease. Optionee shall have the right at any time and from time to time to subject Optionee's interest in the Lease and any or all of its improvements to one or more mortgages or deeds of trust as security for a loan or loans or other obUgations of Optionee (any such instruments being herein referred to as a "mortgage" and the lender as a "mortgagee"), provided that:

(a) The mortgage and all rights acquired under it shall be subject to each and all of the covenants, conditions, and restrictions stated in this Agreement and to all rights and interests of Optionor except as otherwise provided in this Agreement.

(b) Optionee shaU give Optionor prior notice of any such mortgage, and shaU accompany the notice with a true copy of the note and mortgage.

9.2 Request for Notice of Default. On the recording of the mortgage. Optionee shall, at Optionee's expense, record in the office of the county recorder where the Property is located a written request, executed and acknowledged by Optionor, for a copy of aU notices of default and aU notices of sale under the mortgage as provided by the statutes of the State of California. Inclusion in the body of the recorded mortgage itself of a request for notice having the effect described above shall constitute compUance with this provision.

9.3 Termination of Agreement. Optionor agrees that it wiU not terminate this Agreement because of any default or breach hereunder on the part of Optionee if the mortgagee within sixty (60) days after service of written notice on the mortgagee by Optionor of its intention to terminate said Agreement for such default or breach, shaU:

(a) Cure such default or breach if the same can be cured by the payment or expenditure of money provided to be paid under the terms of this Agreement, or if such default or breach is not so curable, commence and thereafter to diUgently pursue to completion steps and proceedings for the exercise of the power of sale under and pursuant to the mortgage in the manner provided by law; and

(b) Keep and perform aU of the covenants and conditions of this Agreement requiring the payment or expenditure of money by Optionee untU such time as the Lease shaU be sold upon foreclosure pursuant to the mortgage, or shaU be released or reconveyed thereunder, or shaU be transferred upon judicial foreclosure; provided, however, that if the mortgagee shall faU or refuse to comply with any and aU of the conditions of this section, then and thereupon Optionor shall be released from the covenants of forbearance herein contained, and aU rights of Optionee and/or mortgagee and those who claim under Optionee, under this Agreement, shall terminate. *

(c) In the event of a judicial foreclosure sale or trustee's sale of mortgagee's security interest pursuant to the laws of the State of CaUfornia, or an assignment in

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lieu of foreclosure, the transferee, be it mortgagee or others, shall succeed to all of the right, title and interest of Optionee.

(d) The prior written consent of Optionor shall not be required:

(i) to a transfer of the Lease at foreclosure sale under the mortgage, under judicial foreclosure, or by an assignment in lieu of foreclosure; or

(ii) to any subsequent transfer by the mortgagee if the mortgagee is the purchaser at such foreclosure sale; provided that in either such event the mortgagee forthwith gives notice to the Optionor in writing of any such transfer, setting forth the name and address of the transferee, the effective date of such transfer and the express agreement of the transferee assuming and agreeing to perform aU of the obligations of this mortgagee, together with a copy of the document of which such transfer was made and the payment to Optionor of the processing fee provided in Section 10.2. Any subsequent transfer of the Lease shaU be subject to the conditions relating to consent by Optionor as set forth in this Agreement.

(e) The mortgage and all rights acquired thereunder shall be subject to each and aU of the covenants, conditions, and restrictions set forth in this Lease and to aU rights and interests of Optionor hereunder, except as otherwise provided therein. In the event of any conflict between the provisions of this Agreement and the provisions of any mortgage, the provisions of this Agreement shaU control.

(f) No mortgage which Optionee may execute or create at any time shaU include the Optionor's right, title and interest in and to the Property, nor shaU any such mortgage subordinate or be deemed to subordinate the fee title to the Property or Optionor's interest in the Lease to the security interest created by such mortgage. It is the intention and agreement of the parties hereto that during the entire term of

. this Agreement, Optionor's right, title and interest in and to the Property shaU not be subject to any Uens or encumbrances of any kind or nature created by Optionee. Nothing contained in any such mortgage, and no such mortgage, shaU release or be deemed to release Optionee from the fuU and faiithful observance and performance of any covenants and conditions in this Agreement and on the part of Optionee to be observed and performed, nor be deemed to constitute a waiver of any rights of Optionor hereunder.

(g) On the commencement of the Lease Term, the Property shaU be free and clear of aU mortgage Uens except the Uen of a trust indenture dated October 1, 1923 by and between Optionor and Harris Trust and Savings Bank, and D. G. Donovan as amended and supplemented.

9.4 No Amendment. This Agreement shall not be amended without the written consent of any existing mortgagee.

9.5 Liability of Mortgagee. Notwithstanding anything to the contrary in this Agreement, no mortgagee shaU be liable for any of the obligations of Optionee hereunder except for any period during which such mortgagee is the owner of the Lease hereunder.

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9.6 Estoppel Certificate. Upon request of a mortgagee or prospective mortgagee, Optionor shall from time to time execute and deliver to such mortgagee an estoppel certificate certifying (subject to such exceptions as may then exist) that this Agreement is in full force and effect, the Optionee is not then in default hereunder, and any such other matters as such Mortgagee may reasonably request.

9.7. New Lease. In case of the termination of this Agreement because of any event of default or in the event of rejection or disaffirmance of this Agreement, pursuant to bankruptcy law or other law affecting creditors' rights, (i) Optionor shaU give prompt notice thereof to the mortgagee, (ii) Optionor shaU, on written request of the mortgagee, made at any time within thirty (30) days after the giving of such notice by Optionor, enter into a new lease on the Property with the mortgagee within thirty (30) days after receipt of such request, which new lease shall be effective as of the date of such termination of this Agreement for the remainder of the term of this Agreement, at the rent provided for herein, and upon the same terms, covenants, conditions and agreements as are herein contained, and (ui) the lessee under such new lease shall have the same right, title and interest in and to the property and the improvements thereon as Optionee had under this Agreement.

9.8 Participation bv Mortgagee. Any mortgagee shall have the right to receive notice from Optionee of any threatened or pending taking, or any contest of real property taxes affecting the Property, and to participate therein.

9.9 Modification of Mortgagee. Optionor shall agree to reasonable modifications of this Agreement requested by any prospective mortgagee, so long as such modifications do not materiaUy adversely affect Optionor's rights or obUgations hereunder, as determined by Optionor in its sole discretion.

ARTICLE X

ASSIGNMENT; SUBLETTING

10.1 Optionee's Right to Assign. Optionee shaU not assign, transfer, convey, encumber or sublease its interest in this Lease or the Property (coUectively, a "Transfer") without the prior written consent of Optionor, which consent shaU not be unreasonably withheld. Notwithstanding the foregoing. Optionee shaU have the absolute right to effectuate a Transfer to a Permitted Transferee, subject to the terms and conditions of this Article X. For purposes hereof, a "Permitted Transferee" shall mean:

(a) a person or entity whose net worth on the date of the Transfer is in the reasonable judgment of Optionor adequate to permit such transferee to perform all its obligations under the Lease or sublease, as applicable. Net worth shall mean the amount by which the total of aU assets shall exceed the total of aU UabiUties as determined by an independent certified pubUc accountant in accordance with generally accepted accounting principles.

(b) any of the following entities (hereafter, an "Affiliate Transferee"):

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(c) a tax credit Investor on the adjacent rental apartment project

(d) an agency of the City of Huntington Beach

ii) any individual or entity that controls, is controUed by, or is under common control with. Optionee;

(ii) another entity resulting from the merger or consolidation of Optionee; or

(iU) any successor of aU or substantiaUy all of Optionee's business or assets unless the assignment would otherwise be prohibited by provisions of this Agreement pertaining to bankruptcy. "

10.2 Conditions Precedent to Transfer. The foUowing are conditions precedent to Optionee's right of Transfer:

(a) Optionee shall give Optionor reasonable notice of the proposed Transfer, with appropriate documentation as evidence that the proposed transferee quaUfies as a Permitted Transferee.

(b) Except as otherwise provided in this Agreement for a permitted mortgagee, any proposed assignee shall, in recordable form, expressly assume aU the covenants and conditions of this Agreement in form and content reasonably satisfactory to Optionor.

(c) Optionee shaU pay Optionor the sum of Five Hundred DoUars ($500.00) to enable Optionor adequately to investigate the proposed transferee's quaUfications as a Permitted Transferee, provided, however, that Optionee shaU not be required to pay Optionor such fee for an Affiliate Transfer, tax credit investor or an agency of the City of Huntington Beach.

10.3 Optionor's Approval of Transferee. The effective date of the Transfer shaU be thirty (30) days after Optionee's notice of the proposed Transfer unless, within that time, Optionor gives notice of a vaUd objection that the proposed transferee is not a Permitted Transferee. Optionor's faUure to give notice during that time shaU constitute a waiver of objection to the Transfer.

10.4 Optionee's NonliabiUtv After Assignment. On any assignment made in accordance with the provisions and conditions of this Agreement of aU of Optionee's rights and interest in this Lease and its improvements to a Permitted Transferee, the assigning Optionee shaU have no further obUgations under this Agreement accruing after the date of such Transfer and, as between Optionor and Optionee, shaU be considered to have assigned to its assignee aU claims against Optionor arising under this Agreement. Nothing herein contained shaU be construed to release Optionee from any UabiUty or obUgation arising before the effective date of the assignment.

iOr^—Optionor'o Right to Firot Offor. /

(€t) During the term of thio Agreement, before Optionoo may ooU or othcrwioo tranofcr ito intoroot in tho Loaoo or tho improvcmonto conotruotod on tho Property

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(GoUoGtivoly, "Optionoo'a Property"), or enter into a oubloaoo of more than fifty percent (50%) of OptioncG'o Property, Optionoo agrcoo to firot offer Optionoc'e Property to Optionor by giving written notice ("Optionoo'o Offor") of tho tormo and conditiono of tho propoood tranoaction.—Optionoo'o Offer ohall include all relevant economic and other material tormo.—Optionor will have thirty (30) dayo following receipt of Optionoo'o Offor within which to notify Optionoo that Optionor accopto Optionoo'o Offor on tho tormo and conditiono therein contained. If Optionor accopto Optionoo'o Offer, tho clooing of ouch tranoaction will be governed by tho tormo of Optionee'o Offor.—If Optionor dooo not accept Optionoo'o Offor in writing within thirty (30) dayo after tho date of Optionor'o receipt thereof, Optionoo may effectuate the propoood tranofor of Optionoo'o Property to any other poroon on tormo and Gonditiono not matoriaUy moro favorable to tho tranoforoo than thooo otatod in Optionoo'o Offor oubjoct, howovor, to tho foregoing provioiono of thio iVrticlo.

(fe) If Optionee dooo not complcto a tranofor of Optionoo'o Proporty within ono hundred eighty (180) dayo of tho expiration of the aforomcntionod thirty (30) day period, or if Optionee intends to tranofor Optionee'o Proporty, or a portion thoroof, on termo and conditiono which aro materiaUy more favorable to tho tranoforoo than thooo otatod in Optionoo'o Offor, then tho transaction or any further tranoaction ohall bo doomed a now determination by Optionee to tranofcr Optionoo'o Proporty, and the prior provioiono of thio Agrocmont to provide Optionor with a firot right of offer ohall again bo applicable.

(^ A counteroffer by Optionor ohaU not bo doomed a rejection of Optionoo'o Offor of tho right to acquire Optionoo'o Property if Optionor oubooquontly oxorcioco the right to purchaoo on tho tormo oot forth in Optionoo'o Offor within tho opecifiod thirty (30) day period or any extonoion thereof ao may bo agreed upon by tho partico;

(d) Optionor'o right of firot offor ao provided heroin ohall bo extinguiohed if Optionor faUo to oxorcioo ito right to acquire Optionoo'o Property within tho thirty (30) day period provided above and Optionee thereafter tranoforo Optionoo'o Proporty to a third party and on the tormo oet forth in Optionoo'o Offer within tho ono hundred eighty (180) day period opecifiod above.

10.6 Subleases. AU subleases of the Property shaU comply with the foUowing:

(a) Each sublease shaU contain a provision, satisfactory to Optionor and to each mortgagee having an interest at the time the sublease is executed, requiring sublessee to attorn to Optionor or, in the event of any proceeding to foreclose any mortgage, to the mortgagee, or any person designated in a notice from mortgagee, if Optionee defaults under this Agreement and if the sublessee is notified of Optionee's default and instructed to make sublessee's Rent payments to Optionor or mortgagee or designated person as in this paragraph, provided Optionor or Mortgagee agrees to recognize such sublease and not disturb the sublessee's possession.

(b) Optionee shaU, promptly after execution of each sublease, provide Optionor of the name and maUing address of the sublessee and shaU deliver a copy of the sublease to Optionor. ,

(c) Optionee shall not accept, directly or indirectly, more than one (1) month prepaid rent from any sublessee.

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10.7 Additional Transfers. For purposes of this Lease, the term "Transfer" shall also include (i) if Optionee is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of fifty percent (50%) or more of Optionee's partners, or members, as the case may be, or transfer of fifty percent (50%) or more of the partnership or membership interests, within a twelve (12)-month period, or the dissolution of Optionee without immediate reconstitution thereof, and (ii) if Optionee is a closely held corporation (i.e., whose stock is not pubUcly held and not traded through an exchange or over the counter), (A) the dissolution, merger, consoUdation or other reorganization of Optionee, (B) the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares of Optionee (other than to immediate family members by reason of gift or death), within a twelve (12)-month period, or (C) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of the value of the unencumbered assets of Optionee within a twelve (12) month period.

ARTICLE XI

INSURANCE AND INDEMNITY

11.1 Insurance Requirements. During the term of this Agreement, Optionee, and its contractors and subcontractors, which perform any work on the Property or on Optionee's improvements thereon, shall maintain insurance as described below:

(a) All-risk Insurance covering any improvements on the Property. Such insurance shaU: (i) be of Replacement Cost form with Umits sufficient to insure not less than 95% of the value of the replacement cost new of the improvements, excluding the costs to replace excavations and foundations; (U) have Umits for the amount of insurance the Optionee is required to maintain pursuant to any encumbrance of the leasehold interest; and (iU) be endorsed to add Optionor as an additional insured and Loss Payee.

(b) AU-risk BuUder's Risk Insurance covering the construction of any improvements on the Property. Such insurance shaU: (i) have Umits of not less than the value of the improvements and (U) include Optionor and Optionee's contractors and subcontractors as insureds as their interests may appear.

(c) Commercial General Liability Insurance, including contractual liability, broad form property and damage and products/completed operations, UabiUty, with a combined single Umit and annual aggregates of not less than $2,000,000.00. Such insurance shaU: (i) be of the "occurrence" form; (u) be primary for aU purposes; (iU) contain standard cross-Uability or severabiUty of interest provisions; and (iv) name Optionor as an additional insured.

(d) Commercial Automobile Insurance with a combined single Umit of not less than $1,000,000.00. Such insurance shaU: (i) cover the UabUity for the use of owned, non-owned and hired vehicles on the Property; (ii) be primary for all purposes; and (iU) name Optionor as additional insured.

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(e) Worker's Compensation with statutory limits, in accordance with the laws of the State of California, and Employer's Liability with limits of not less than $1,000,000.00. Optionee and its contractors shall require their insurers furnishing such insurance to waive all rights of subrogation against Optionor, its officers, agents-, and employees.

11.2 Evidence of Insurance. Optionee shaU provide Optionor with evidence of such insurance by submission of certificates of insurance, pursuant to Article 15.10 "Notices" at least ten days prior to Execution of this Agreement or entry upon the Property. Such certificates shall document that the insurance shaU not be canceled or allowed to expire or be materially reduced without thirty (30) days prior written notice to Optionor and that such insurance is primary and noncontributing with any insurance carried by Optionor and that Optionor shall have no UabUity for payment of premiums for such insurance.

11.3 Indemnification and Waiver. To the extent not prohibited by law, Optionor, its partners and mortgagees, and their respective officers, agents, servants, employees, and independent contractors (coUectively, "Optionor Parties") shall not be liable for any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Optionee or by other persons claiming through Optionee, except to the extent that such damage results from the negligence or wiUful misconduct of Optionor or the Optionor parties. Optionee shaU indemnify, defend, protect, and hold harmless Optionor Parties from any and aU loss, cost, damage, expense and liability (including without Umitation court costs and reasonable attorneys' fees) incurred in connection with or arising from any cause in, on or about the Property, provided that the terms of the foregoing indemnity shaU not apply to (i) any entry onto the Property by Optionor or the Optionor parties in connection with the use and operation by Optionor of Optionor's improvements, or (U) any active negUgence or wiUful misconduct of Optionor. The provisions of this Section 11.3 shaU survive the expiration or sooner termination of this Lease with respect to any claims or UabiUty occurring prior to such expiration or termination.

11.4 Subrogation. Optionor and Optionee agree to have their respective insurance companies issuing property damage insurance waive any rights of subrogation tha t such companies may have against Optionor or Optionee, as the case may be, so long as the insurance carried by Optionor and Optionee, respectively, is not invalidated thereby. As long as such waivers of subrogation are contained in their respective insurance policies, Optionor and Optionee hereby waive any right that either may have against the other on account of any loss or damage to their respective property to the extent such loss or damage is insurable under policies of insurance for fire and all risk coverage, theft, public liability, or other similar insurance.

ARTICLE XII

RIGHT OF ENTRY

12.1 Inspection. Maintenance. Construction and Operation of Electrical Transmission Facilities. Optionor, through its employees, agents or representatives, and other city, county, state and federal agencies, through their agents or representatives, shall have full right and authority to enter in and upon the Property at any and all

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reasonable times during the term of the Lease for the purpose of inspecting the same without interference or hindrance by Optionee, its agents or representatives. Optionor reserves the right of entry for the purpose of inspecting the Property, or the doing of any and all acts necessary or proper on said Property in connection with the protection, maintenance, reconstruction, and operation of the electrical structures and their appurtenances; provided, further, that Optionor reserves the further right, at its discretion, to immediate possession of the same in case of any national or other emergency, or for the purpose of preventing sabotage, and for the protection of said electrical facUities, in which event the term of this Lease shaU be extended for a period equal to the emergency occupancy by Optionor, and during said period Optionee shall be relieved, to the degree of interference, from the performance of conditions or covenants specified herein. Optionor shaU use commercially reasonable efforts not to unreasonably Interfere with Optionee's use of the Property. All agreements which Optionee enters into for the sublease or use of all or any part of the Property shaU contain a provision, approved by Optionor, which describes Optionor's right of entry as set forth in this Article.

12.2 Modification And Emergency Situations. Optionee agrees that Optionor may be required to perform work on aU or a part of the electrical faciUties which are situated on and above the Property. Optionor shall have the right to -impose temporary restrictions on Optionee's right to enter, occupy, and use the Property and to construct improvements thereon as Optionor deems are reasonably necessary without interference from Optionee. Optionor shall use commerciaUy reasonable efforts not to unreasonably Interfere with Optionee's use of the Property. In the event Optionor determines that it needs to obtain temporary possession of aU or a portion of the Property, or needs to place restrictions on Optionee's use of the Property, Optionor shaU, at least thirty (30) days prior to the effective date of the commencement of such possession or restriction notify Optionee in writing describing the extent of the possession or restrictions and the effective date of their commencement. Upon the effective date of said notice. Optionee shaU peaceably surrender possession of the Property and comply with the restriction as stated therein. The Base Rent shaU be reduced for the period of repossession by an amount equal to the proportion which the area of the portion of the Property which Optionee is restricted from using or which has been surrendered to Optionor to the total area of the Property. This reduction in Base Rent shaU be Optionee's sole remedy against Optionor for Optionee's inabiUty to possess Or use the entire area of the Property. Optionee shall conduct its operations on the Property in such a manner so as not to unreasonably interfere with the operation of the electrical faciUties on the Property and/or Optionor's or its contractor's performance of any work done on or above the Property. Optionee acknowledges that the performance of the work may cause damage to paving or other improvements constructed by Optionee on the Property. Optionee expressly agrees to hold Optionor harmless from aU such damage to Optionee's improvements, except that at the conclusion of the work, Optionor shaU restore the Property to its preexisting condition at no cost to Optionee.

12.3 Insulator Washing. Optionee acknowledges that from time to time, Optionor, its employees, agents and/or contractors wiU enter the Property to wash< insulators located on Optionor's overhead electrical faciUties with water. Optionee agrees to indemnify and hold harmless Optionor from any and aU claims and/or damage

Revised 06/06/2001 -25-

resulting from said operation except to the extent such damage or claim results from Optionor's negligence or wiUful misconduct.

12.4 Optionor's Use. Optionor's access to and use of the Property shall be Umited to such access-and use as provided for in this Agreement, as may be reasonably necessary to operate and service its equipment and accooo biUboardo, GGU oitco or for such other reasons as may be reasonably necessary to comply with CPUC orders and requirements. Any use by Optionor shall be in compUance with aU applicable laws and regulations, and Optionor shall indemnify Optionee and hold it harmless from and against any loss, claim, or UabUity arising from such use.

ARTICLE XIII

CONDEMNATION

13.1 Definitions. The foUowing definitions apply in construing provisions of this Agreement relating to a taking of all or part of the Property by eminent domain or condemnation:

(a) "Condemnation" means (1) the exercise of the power of eminent domain, whether by legal proceedings or otherwise, by an entity having that power, or by inverse condemnation, or (2) a voluntary sale or transfer to any condemnor, either under the threat of condemnation or while legal proceedings in condemnation are pending.

(b) "Award" means aU compensation, sums, or anything of value awarded, paid or received upon a total or partial condemnation of the Property.

(c) "Substantial taking" means a taking of a portion of the Property by condemnation which, assuming a reasonable amount of reconstruction on the remainder, substantiaUy impairs Optionee's abUity to use the remainder for the purposes permitted under this Agreement.

(d) "Partial taking" means any taking of the Property that is not either a total or substantial taking.

13.2 Termination of Lease As To Part Condemned. In the event the whole or any part of the Property is taken by condemnation, the Lease shaU cease as to the part condemned upon the date possession of that part is taken by the entity.

13.3 Partial Taking. If a part of the Property is taken by condemnation but there is no substantial taking of the Property, Optionee shaU continue to be bound by the terms, covenants, and conditions of this Agreement except that Base Rent shaU be reduced in the same ratio as the value of the portion of the Property taken bears to the value of the total Property (excluding improvements then in existence) as of the date possession of the part is taken.

13.4 Substantial Taking. If the part taken by condemnation constitutes a substantial taking of the Property, Optionee shaU either:

Revised 06/06/2001 -26-

(a) Terminate the Lease and be absolved of obligations hereunder which have not accrued at the date possession is taken by condemnation; or

(b) Continue to occupy the remainder of the Property and remain bound by the terms,-covenants and conditions of this Agreement, except that Base Rent shaU be reduced in the same ratio as the value of the portion or the Property taken bears to the value of the total Property (excluding improvements then in existence) as of the date possession of the part is taken by condemnation.

Optionee shall give written notice of its election to terminate the Lease within thirty (30) days of the date possession of the part is taken by condemnation. If Optionee faUs to give Optionor its written notice of termination within the time specified, this Agreement shall remain in fuU force and effect except that the Base Rent shall be reduced as provided in this section. If Optionee continues to occupy the remainder. Optionee, whether or not the award upon the taking by condemnation is sufficient for the purpose, shaU, at its expense, within a reasonable period of time, commence and complete restoration of the remainder of the Property as nearly as possible to its value, condition and character immediately prior to such taking; provided, however that in the case of a taking for temporary use. Optionee shaU not be required to effect restoration until such taking is terminated. Optionee shall submit to Optionor its plans for the restoration of the remainder within ninety (90) days of the date possession of the part is taken by condemnation

13.5 Adjustment of Rent. Should a portion of the Property be condemned and the Rent be reduced as provided above, the reduced Rent shaU continue to be subject to adjustment in accordance with Section 3.1.

13.6 Compensation. If during the term of this Agreement, the Property, or any portion thereof, is condemned, each party shaU have the right to seek a separate award from the court in such condemnation proceedings to compensate such party for the value of its interest in the Property so taken. Neither party shaU have any interest in the other party's award.

13.7 Condemnation by Optionor. Optionee acknowledges that Optionor has the power of eminent domain to acquire property for pubUc purposes and that Optionor may exercise that power to take aU or any part of the Property by condemnation, provided Optionor agrees that it shaU exercise such power in good faith for a vaUd pubUc purpose and not for the primary purpose of terminating this Agreement.

ARTICLE XIV

DEFAULT: REMEDIES

14.1 Optionee's Default. Each of the foUowing events shaU be a default by Optionee and a breach of this Agreement:

(a) Failure to Perform Agreement Covenants. Abandonment or ourrendor of tho Proporty, or faUure or refusal to pay when due any instaUment of Rent oij any other sum required by this Agreement to be paid by Optionee or to perform as required or conditioned by any other covenant or condition of this Agreement.

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(b) Attachment or Other Lew. Subject to Optionee's right to contest same as set forth in the Lease, the subjection of any right or interest of Optionee in the Property to attachment, execution, or other levy, or to seizure under legal process, if not released within sixty (60) days, provided that the foreclosure of any mortgage permit-ted by provisions of this Agreement relating to purchase or construction of improvements shaU not be construed as a default within the meaning of this paragraph.

(c) Insolvency. Bankruptcy. The filing of a voluntary or involuntary petition by or against Optionee under any law for the purpose of adjudicating Optionee a bankrupt; or for extending time for payment, adjustment, or satisfaction or Optionee's UabiUties; or for reorganization, dissolution, or arrangement on account of or to prevent bankruptcy or insolvency; unless the assignment or proceeding, and aU consequent orders, adjudications, custodies, and supervisions are dismissed, vacated, or otherwise permanently stayed or terminated within sixty (60) days after the assignment, fiUng, or other initial event.

14.2 Notice and Right To Cure.

(a) Notice. As a precondition to pursuing any remedy for an aUeged default by Optionee, Optionor shaU, before pursuing any remedy, give notice of default to Optionee and to all mortgagees whose names and addresses were previously given to Optionor in a notice or notices from Optionee. Each notice of default shall specify in detaU the aUeged event of default.

(b) Mortgagee's Right To Cure Default. Each mortgagee under a mortgage then existing, under provisions of this Agreement permitting mortgages relating to purchase or construction of improvements, shaU have sixty (60) days after service of notice of default within which, at mortgagee's election, either:

(1) To cure the default if it can be cured by the payment or expenditure of money; or

(2) If mortgagee does not elect to cure by the payment or expenditure of money, or if the default cannot be so cured, to cause the prompt initiation of foreclosure, to prosecute it diUgently to conclusion, and to perform and comply with aU other covenants and conditions of this Agreement requiring the payment or expenditure of money by Optionee untU the Lease shall be released or reconveyed from the effect of the mortgage or untU it shaU be transferred or assigned pursuant to or in Ueu of foreclosure.

(c) Optionee's Right To Cure Defaults. If the aUeged default is nonpayment of Rent, taxes, or other sums to be paid by Optionee as provided in this Agreement, Optionee shaU have ten (10) days after notice is given to cure the default. For the cure of any other default, Optionee shaU promptly and diUgently after the notice, commence curing the default and shaU have thirty (30) days after notice is given, to complete the cure; provided, however, if the nature of the breach is such that it is not susceptible of being cured within such thirty (30) day period, then Optjionee shaU be required to promptly commence cure and diUgently prosecute such cure to completion as soon as reasonably possible.

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(d) Optionor's Right To Cure Optionee's Defaults. After expiration of the applicable time for curing a particular default, or before the expiration of that time in the event of emergency, Optionor may at Optionor's election, but is not obligated to, make any payment required of Optionee under this Agreement, or perform or comply with any covenant or condition imposed on Optionee under this Agreement or any such note or document. Without in any manner limiting Optionor's rights under the immediately preceding sentence, Optionee expressly agrees and acknowledges that any breach by Optionee of the terms and provisions of Sections 5.8 through 5.10 of this Lease shall constitute an emergency and Optionor shall, upon written notice to Optionee, immediately have the right to take action to cure the breach. Any amounts paid by Optionor on Optionee's behalf under this Lease, and all costs and expenses incurred by Optionor in the performance of any obligations of Optionee under this Lease, plus interest on such sum at the rate of ten percent (10%) per year from the date of payment, performance, or compUance (herein caUed act), shaU be deemed to be payable by Optionee with the next succeeding installment of Rent. No such act shaU constitute a waiver of default or of any remedy for default or render Optionor Uable for any loss or damage resulting from any such act.

14.3 Optionor's Remedies. If any default by Optionee shaU continue uncured, foUowing notice of default as required by this Agreement for the period appUcable to the default under the applicable provision of this Agreement, Optionor has the following remedies in addition to all other rights and remedies provided by law or equity, to which Optionor may resort cumulatively or in the alternative:

(a) Termination. Optionor may at Optionor's election terminate this Agreement by giving Optionee notice of termination. On the giving of the notice, aU Optionee's rights in the Property and in aU improvements shaU terminate. Promptly after notice of termination. Optionee shaU surrender and vacate the Property and aU improvements in broom-clean condition, and Optionor may reenter and take possession of the Property and aU remaining improvements. Termination under this paragraph shall not reUeve Optionee from the payment of any sum then due to Optionor or from any claim for damages previously accrued or then accruing against Optionee.

(b) Reentry Without Termination. Optionor may at Optionor's election reenter the Property, and, without terminating this Agreement, at any time and from time to time re-lease the Property and improvements or any part or parts of them for the account and in the name of Optionee or otherwise. Any re-leasing may be for the remainder of the term or for a longer or shorter period. Optionor may execute any lease made under this provision either in Optionor's name or in Optionee's name and shaU be entitled to aU rent fi-om the use, operation, or occupancy of the Property or improvements or both. Optionee shall nevertheless pay to Optionor on the due dates specified in this Agreement the equivalent of aU sums required of Optionee under this Agreement, plus Optionor's expenses less the avaUs of any releasing. No act by or on behalf of Optionor under this provision shall constitute a termination of this Agreement unless Optionor gives Optionee notice of termination.

(c) Optionee's Personal Property. Optionor may at Optionor's election use Optionee's personal property and trade fixtures or any of such property and fixtures without compensation and without UabiUty for wear and tear caused by ordinary

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usage, or store them for the account and at the cost of Optionee. The election of one remedy for any one item shaU not foreclose an election of any other remedy for another item or for the same item at a later time.

(d) -Recovery of Rent. Optionor shaU be entitled at Optionor's election to keep the Lease in effect and bring suit from time to time for rent and other sums due. It is the intention of the parties to incorporate the provisions of California CivU Code Section 1951.4 by means of this provision.

(e) Damages. If Optionor elects to terminate Optionee's lease of the Property under this Agreement, Optionor may recover from Optionee the foUowing:

(i) the worth at the time of award of any unpaid rent which has been earned at the time of such termination; plus

(u) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination untU the time of award exceeds the amount of such rental loss that Optionee proves could have been reasonably avoided; plus

(ui) the worth at the time of award of the amount by which the unpaid rent for the balance of the Lease Term after the time of award exceeds the amount of such rental loss that Optionee proves could have been reasonably avoided; plus

(iv) any other amount necessary to compensate Optionor for aU the detriment proximately caused by Optionee's faUure to perform its obUgations under this Lease or which in the ordinary course of things would be likely to result therefrom, specificaUy including but not Umited to, brokerage commissions and advertising expenses incurred, exponooo of romodoUng tho Promiooo or any portion thereof for a now optionoo, whether for tho oamo or a different uoo, and any opocial concoooiono made to obtain a now optionoo; and

(v) at Optionor's election, such other amounts in addition to or in Ueu of the foregoing as may be permitted from time to time by appUcable law.

The term "rent" as used in this paragraph (e) shaU be deemed to be and to mean aU sums of every nature required to be paid by Optionee pursuant to the terms of this Lease, whether to Optionor or to others. As used in clauses (i) and (u), above, the "worth at the time of award" shaU be computed by aUowing interest at the then prevaiUng prime or reference rate of interest plus three percent (3%), but in no case greater than the maximum amount of such interest permitted by law. As used in clause (iU) above, the "worth at the time of award" shaU be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

(f) Assignment of Sublease Fees. Optionee assigns to Optionor aU rents and other sums faUing due from subleases, and concessionaires (herein called subleases) during any period in which Optionor has the right under this Agreement, whether exercised or not, to reenter the Property for Optionee's default, and Optionee shall not have any right to such sums during that period. This assignment is subject and subordinate to any and aU assignments of the same rent and other sums made, before the default in question, to a mortgagee under any mortgage permitted by

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provisions of this Agreement relating to purchase or construction of improvements and shall be effective upon Optionee's default under this Agreement and failure to cure such default within the applicable cure period after written notice by Optionor. In the event of Optionee's default under this Agreement after written notice by Optionor and expiration of the applicable cure period, Optionor may at Optionor's election reenter the Property and improvements with or without process of law, without terminating this Agreement, and either or both collect these sums or bring action for the recovery of the sums directly from such obligors. Optionor shall receive and collect all sublease fees and avails from releasing, applying them: first, to the payment of reasonable expenses (including attorneys' fees or brokers' commissions or both) paid or incurred by or on behalf of Optionor in recovering possession, placing the Property and improvements in good condition, and preparing or altering the Property or improvements for releasing; second, to the reasonable expense of securing new lessees; third, to the fulfillment of Optionee's covenants to the end of the term; and fourth, to Optionor's uses and purposes. Optionee shall nevertheless pay to Optionor on the due dates specified in this Agreement the equivalent of all sums required of Optionee under this Agreement, plus Optionor's expenses, less the avails of the sums assigned and actuaUy coUected under this provision. Optionor may proceed to collect either the assigned sums or Optionee's balances or both, or any instaUment or instaUments of them, either before or after expiration of the term, but the period of Umitations shaU not begin to run on Optionee's payments until the due date of the final instaUment to which Optionor is entitled nor shall it begin to run on the payments of the assigned sums untU the due date of the final instaUment due from the respective obUgors.

14.4 Notice of Optionor's Default: Optionee's Waiver. Optionor shaU not be considered to be in default under this Agreement unless (a) Optionee has given written notice specifying the default and (b) Optionor shaU have faUed to cure the default within thirty (30) days after notice is given, plus any additional time that is reasonably required for the curing of the default if the default is not reasonably susceptible to being cured during this period, so long as Optionor continuously and diUgently proceeds to cure the default. Optionee shaU have the right of termination for Optionor's default only after notice to and consent by aU of Optionee's mortgagees under mortgages then existing under provisions of this Agreement relating to purchase or construction of improvements.

14.5 Unavoidable Default or Delay. Any prevention, delay, nonperformance, or stoppage due to any of the foUowing causes shall excuse nonperformance for a period equal to any such prevention, delay, nonperformance, or stoppage, except the obUgations imposed by this Agreement for the payment of Rent, taxes, insurance, or obligations to pay money. The causes referred to above are: strikes, acts of pubUc enemies of this state or of the United States, riots, insurrections, civU commotion, inabiUty to obtain labor or materials or reasonable substitutes for either, governmental restrictions or regulations or controls (except those reasonably foreseeable in connection with the uses contemplated by this Agreement), casualties not contemplated by insurance provisions of this Agreement, or other causes beyond the reasonable control of the party obligated to perform.

t

14.6 Waiver: Voluntary Acts. No waiver of any default shaU constitute a waiver of any other breach or default, whether of the same or any other covenant or condition. No waiver, benefit, privilege, or service voluntarUy given or performed by either party

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shall give the other any contractual right by custom, estoppel, or otherwise. The subsequent acceptance of Rent pursuant to this Agreement shaU not constitute a waiver of any preceding default by Optionee other than default in the payment of the particular Rent payment so accepted, regardless of Optionor's knowledge of the preceding breach at the time of accepting the Rent, nor shall acceptance of Rent or any other payment after termination constitute a reinstatement, extension, or renewal of the Agreement or revocation of any notice or other act by Optionor.

14.7 Attorneys' Fees. If either party brings any action or proceeding to enforce, protect, or establish any right or remedy, the prevaiUng party shall be entitled to recover reasonable attorneys' fees, expert witness fees and court fees and costs.

14.8 ARBITRATION OF DISPUTES. THE PARTIES DESIRE TO AVOID AND SETTLE WITHOUT LITIGATION FUTURE DISPUTES WHICH MAY ARISE BETWEEN THEM RELATIVE TO THIS AGREEMENT. ACCORDINGLY, THE PARTIES AGREE TO ENGAGE IN GOOD FAITH NEGOTIATIONS TO RESOLVE ANY SUCH DISPUTE. IN THE EVENT THEY ARE UNABLE TO RESOLVE ANY SUCH DISPUTE BY NEGOTIATION, THEN SUCH DISPUTE CONCERNING ANY MATTER WHOSE ARBITRATION IS NOT PROHIBITED BY LAW AT THE TIME SUCH DISPUTE ARISES SHALL BE SUBMITTED TO ARBITRATION IN ACCORDANCE WITH THE ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (HEREINAFTER 'RULES') THEN IN EFFECT AND THE AWARD RENDERED BY THE ARBITRATORS SHALL BE BINDING AS BETWEEN THE PARTIES AND JUDGMENT ON SUCH AWARD NUY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. NOTWITHSTANDING THE FOREGOING, THIS SECTION 14.8 SHALL NOT BE APPLICABLE TO (i) ANY CLAIMS FOR RESTRAINING ORDER OR OTHER INJUNCTIVE RELIEF, OR (ii) OPTIONOR'S EXERCISE OF ANY UNLAWFUL DETAINER RIGHTS PURSUANT TO CALIFORNIA LAW OR RIGHTS OR REMEDIES USED BY OPTIONOR TO TERMINATE OPTIONEE'S RIGHT OF POSSESSION TO THE PROPERTY.

THREE NEUTRAL ARBITRATORS SHALL BE APPOINTED BY THE AMERICAN ARBITRATION ASSOCIATION AND AT LEAST ONE OF SUCH ARBITRATORS SHALL BE AN ATTORNEY-AT-LAW AND ALL DECISIONS AND AWARDS SHALL BE MADE BY A MAJORITY OF THEM EXCEPT FOR DECISIONS RELATING TO DISCOVERY AND DISCLOSURES AS SET FORTH HEREIN.

NOTICE OF A DEMAND FOR ARBITRATION OF ANY DISPUTE SUBJECT TO ARBITRATION BY ONE PARTY SHALL BE FILED IN WRITING WITH THE OTHER PARTY AND WITH THE AMERICAN ARBITRATION ASSOCIATION. THE PARTIES AGREE THAT AFTER ANY SUCH NOTICE HAS BEEN FILED, THEY SHALL, BEFORE THE HEARING THEREOF, MAKE DISCOVERY AND DISCLOSURE OF ALL MATTERS RELEVANT TO SUCH DISPUTE, TO THE EXTENT AND IN THE MANNER PROVIDED BY THE CALIFORNIA CODE OF CIVIL PROCEDURE. ALL QUESTIONS THAT MAY ARISE WITH RESPECT TO THE OBLIGATION OF DISCOVERY AND DISCLOSURE AND THE PROTECTION OF THE DISCLOSED AND DISCOVERED MATERIAL SHALL BE REFERRED TO A SINGLE ARBITRATOR WHO SHALL BE AN ATTORNEY-AT-LAW AND ONE OF THE THREE NEUTRAL ARBITRATORS APPOINTED FOR DETERMINATION, AND HIS DETERMINATION SHALL BE FINAL AND CONCLUSIVE. DISCOVERY AND DISCLOSURE SHALL BE COMPLETED NO LATER THAN NINETY (90) DAYS AFTER FILING OF SUCH NOTICE OF ARBITRATION UNLESS EXTENDED BY SUCH SINGLE ARBITRATOR UPON A SHOWING OF GOOD CAUSE BY EITHER PARTY TO THE ARBITRATION. THE ARBITRATORS MAY CONSIDER ANY MATERL^:. WHICH IS RELEVANT TO THE SUBJECT MATTER OF SUCH DISPUTE EVEN IF SUCH MATERIAL MIGHT ALSO BE RELEVANT TO AN ISSUE OR ISSUES NOT SUBJECT TO ARBITRATION HEREUNDER. A STENOGRAPHIC RECORD SHALL BE MADE OF ANY ARBITRATION HEARING.

THE PARTIES SHALL SHARE THE COST OF ARBITRATION.

THIS AGREEMENT SHALL BE CONSTRUED, AND THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO SHALL BE DETERMINED, IN ACCORDANCE WITH THE SUBSTANTIVE LAW OF THE STATE OF CALIFORNIA.

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NOTICE; BY INITIALLING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALLING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISJON, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE C A L I F O R M I A / O D E OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROV^SJ^W-iS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND M^»m^TO WuBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN TIi5:?==^BIT(RAT^N OF DISPUTES' PROVISION TO 5teUTRA:ÂRP'ITRATI0N.

OPTIONOR / ( < ^ / M ^ H M A f j iV^^ '%PTIONEE / . - y 14.9 Appraisal: Appointment of appraisers shall be made in the foUowing manner unless

expressly provided to the contrary in the applicable provisions of this Agreement. Neither party may require appraisal of any matter for which appraisal is not specified in the appUcable provision of this Agreement.

In the event Optionor and Optionee cannot mutually agree upon one appraiser, there shaU be three appraisers appointed as foUows:

(a) Within ten (10) days after notice requiring appraisal, each party shall appoint one appraiser and give notice of the appointment to the other party.

(b) The two appraisers shaU choose a third appraiser within ten (10) days after appointment of the second.

(c) The appraised value shaU be determined by averaging the two (2) appraisals which are closest.

ARTICLE XV

ADDITIONAL PROVISIONS

15.1 Captions. Attachments. Defined Terms. The captions of the articles of this Agreement are for convenience only and shaU not be deemed to be relevant in resolving any question of interpretation or construction of any section of this Agreement. Exhibits attached hereto and addenda and schedules initiated by the parties, are deemed by attachment to constitute part of this Agreement and are incorporated herein. The words "Optionor" and "Optionee", as used herein, shall include the plural as weU as the singular. Words used in neuter gender include the mascuUne and feminine and words in the mascuUne or feminine gender include the neuter. If there be more than one Optionor or Optionee, the obUgations hereunder imposed upon Optionor or Optionee shaU be joint and several.

15.2 Entire Agreement. This instrument along with any exhibits and attachments hereto constitutes the entire agreement between Optionor and Optionee,relative to the Property and this Agreement and the exhibits and attachments may be altered, amended or revoked only by an instrument in writing signed by both Optionor and Optionee. Optionor and Optionee agree hereby that aU prior or contemporaneous

Revised 06/06/2001 -33-

oral agreements between and among themselves and their agents and representatives relative to the leasing of the Property are merged in or revoked by this Agreement.

15.3 Severability. If any terms or provision of this Agreement shall, to any extent, be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of this Agreement shaU be valid and be enforceable to the fullest extent permitted by law.

15.4 Costs of Suit. If Optionee or Optionor shall bring any action for any reUef (including in arbitration) against the other, declaratory or otherwise, arising out of this Agreement, including any suit by Optionor for the recovery of Rent or possession of the Property, the losing party shall pay the successful party a reasonable sum for attorney's fees, expert witness fees and court fees and costs, which shaU be deemed to have accrued on the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Should Optionor, without fault on Optionor's part, be made a party to any Utigation instituted by Optionee or by any third party against Optionee, or by or against any person holding under or using the Property by lease of Optionee, or for the foreclosure of any Uen for labor or materials furnished to or for Optionee or any such other person or otherwise arising out of or resulting from any act or transaction of Optionee or of any such other person, Optionee shall save and hold Optionor, harmless from any judgment rendered against Optionor or the Property or any part thereof, and aU costs and expenses, including reasonable attorney's fees, incurred by Optionor in connection with such litigation.

15.5 Time. Joint and Several Liability. Time is of the essence of this Agreement and each and every provision hereof. AU the terms, covenants and conditions contained in this Agreement to be performed by either party if such party shaU consist of more than one person or organization, shaU be deemed to be joint and several, and aU rights and remedies of the parties shall be cumulative and non-exclusive of any other remedy at law or in equity.

15.6 Binding Effect: Choice of Law. The parties hereto agree that aU the provision hereof are to be construed as both covenants and conditions as though the words importing such covenants and conditions were used in each separate section hereof; and aU of the provisions hereof shaU bind and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. This Agreement shaU be governed by the laws of the State of CaUfornia.

15.7 Waiver. No covenant, term or condition or the breach thereof shaU be deemed waived, except by written consent of the party against whom the waiver is claimed and any waiver of the breach of any covenant, term or condition shaU not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term or condition. Acceptance by Optionor of any performance by Optionee after the time the same shall have become due shaU not constitute a waiver by Optionor of the breach or default of an covenant, term or condition unless otherwise expressly agreed to by Optionor in writing.

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waiver by Optionor of the breach or default of an covenant, term or condition unless otherwise expressly agreed to by Optionor in writing.

15.8 Holding Over. If Optionee remains in possession of all or any part of the premises after the expiration of the term hereof, with or without the express or implied consent of Optionor, such tenancy shall be from month to month only and not a renewal hereof or an extension for any further term, and in such case, Rent and other monetary sums due hereunder shall be payable in the amount of one hundred fifty percent (150%) of the Rent otherwise payable under this Lease and at the time specified in this Agreement and such holding over shaU be subject to every other term, covenant and agreement contained herein.

15.9 Recording. Optionee shall not record this Agreement without Optionor's prior writ ten consent, and such recordation shaU, at the option of Optionor, constitute a noncurable default of Optionee hereunder. Either party shaU, upon request of the other, execute, acknowledge and deUver to the other a short form memorandum of this Agreement for recording purposes.

15.10 Notices. All notices or demands of any kind required or desired to be given by Optionor or Optionee hereunder shaU be in writing and shall be deemed deUvered forty-eight (48) hours after depositing the notice or demand in the United States maU, certified or registered, postage prepaid, addressed to the Optionor or Optionee respectively at the addresses set forth below:

Optionee: Center Partners, LLC 3961 MacArthur Bl. Suite 212 Newport Beach, CA 92660 (949) 975-0223

Optionor: Southern CaUfornia Edison Corporate Real Estate Real Estate Revenue Division 14799 Chestnut Street Westminster, CA 92683

15.11 Authority. If Optionee is a corporation, Umited UabiUty company, partnership or other entity, each individual executing this Agreement on behalf of Optionee represents and warran ts tha t he/she is duly authorized to execute and deUver this Agreemfent.

15.12 No Partnership. Nothing in this Agreement shaU be construed to render the Optionor in any way or for any purpose a partner, joint venturer or associate of Optionee.

15.13 Days . All references to days in th i s Agreemen t sha l l m e a n bus iness days .

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IN WITNESS W H E R E O F , the parties hereto have executed this Agreement as of the date first written above.

"OPITONOR" Southern California Edison

By: / (jyjtuAJ) JISÎAJMA Its: ' ' \ J \ ^ . P ^ PA:i^)^^/6PA-^

By:

Its: ^ T^/g^/^gg^

Revised 06/06/2001 -36-

LANDS OF SOUTHERN CAUFORNIA EDISON Being Leased to Center Partners, LLC (Parking Lots)

TOTAL AREA(GROSS) SQ.FT. 83,635 AC. 1.92 EXHIBIT "A" FACILITY NAME: Barrs-Ellls 220 kV T/L R/W P.l.D. NO. J.O. 2290 JAMIN10: 20Q2Qto14841

LICENSEE: Cantar Partnars. LLC CTTY: Hundngton Baach T.Q.: a27/J6

PROPERTY NO. : POaEL827J56 R/P AGENT: MlosOrduno CCtlNTY: Orange STATE CA

LAND MAPPING: RF ACCOUNT NO.:

SANDERS MAP NO. OTHER REF.: gerao0751

M.3.: OATH: 06^4/02

SOUmtRN CVLIFOUNIA

EDISON \. i .'/I/.SV/'X ,'VrrA'V W7(,'\ l/."'C,iiiM)jn

R|0 Namo: PCBEL827J66.dwg

EXHIBIT "B"

SUBJECT TO ITEMS

Covenants, conditions, res t r ic t ions, reservations, exceptions, riglits, and easements , whether or not of record, including, but not l imited to the following:

• An easement to the City of Huntington beach for public road and highway purposes, together with incidental purposes thereto, lying within a strip of varying width, recorded May 11, 1973 in Book 10692, page 2061 of Official records.

• An easement for one standard railroad spur track and incidental purposes thereto, lying south of Sugar Avenue as reserved in the Grant Deed to Southern California Edison Company recorded March 7, 1956.

Note: The above information is deemed to be correct and is obtained from sources we regard as reliable, but we assume no liability for errors or omissions therein.

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EXHIBIT "C"

E M F IMFORMATION

UNDERSTANDING EMF: ELECTRIC MAGNETIC FIELDS

Reaching over to turn off the electric clock, relaxing in front of the television or making breakfast- electric and magnetic fields, or EMF, are present throughout our environment.

Electric and magnetic fields are a natural consequence of our use of electricity. Whenever an electric charge or current is present- either natural or manmade-fields of electric and magnetic force occur. The earth itself has an intense magnetic field. Think about the natural relationship between the earth and a compass. What causes the compass needle to point north is the earth's magnetic field. Electric charges, currents and fields are naturally found in all Uving organisms-including humans.

Manmade fields surround any wire that is carrying electricity, including household wiring, electrical appliances, and transmission Unes. These are called power frequency electric and magnetic fields because they are created from manmade electricity. The electric current from manmade fields is much weaker than the electric current that naturally flows through our body too weak to be felt.

In the past few years, there has been an increasing amount of public attention focused on the subject of power frequency electric and magnetic fields, even though the subject has been under the scrutiny of researchers since the early 1970s. However, while progress has been made and we've learned a lot, more research is necessary to determine whether these fields are a health hazard. The needed research is being done by the California Department of Health Services and leading state and national research institutions.

ELECTRIC FIELDS. Electric pressure on a wire, or voltage, produces an electrical field around the wire carrying the electricity. By plugging an ordinary lamp into an electrical outlet, voltage enters the lamp cord and creates an electrical field. The higher the voltage the stronger the electrical field. The strength of these fields is measured by the unit of volts per meter (V/M).

MAGNETIC FIELDS. A magnetic field is the force produced by current, or the flow, of electricity through a wire. For example, when you switch a lamp on, current flows through the cord and this movement of electricity creates a magnetic field. There is no magnetic field when the lamp is turned off. The strength of magnetic fields is measured in gauss. Since a gauss is such a large unit of measure, you will see magnetic fields reported in units or milliOauss (mO) (1 gauss = 1000 miUiOauss). ,

HOW STRONG ARE THEY? The strength of both electric and magnetic fields diminishes quickly as you move away from the electrical object, just like the heat and light

Revised 06/06/2001 -39-

from a candle falls off with distance. In addition to distance, trees, buildings and most other objects shield the electric field, but have no effect on the magnetic field.

As a rule, household appliances and wiring create magnetic fields higher than or equal to those typically found near power lines. In any situation, exposure to electric and magnetic fields may depend on the source, the distance from you to the source, and the time spent near the source.

ARE THEY HARMFUL? Most scientists agree that health effects from EMF have not been established. Dozens of studies have been completed since the 1970s and new research will continue until scientists agree on whether or not a health hazard exists. However, current scientific data about electric and magnetic fields is inconsistent. Some studies report a relationship between residential and occupational exposure to EMF and an elevated risk of various cancers while other studies, equally well done, do not find this relationship.

Coverage by local newspapers, magazines and major television networks have generated stories on the possible health risk from exposure to EMF from electric power lines and electrical appliances. Some of the media coverage referred to research studies that reported an increase in cancer, especially childhood cancer, for people Uving near power lines.

You may want to measure the level of electric or magnetic fields in your home. However, we do not know how to interpret the readings to determine any potential health impacts. There is no safe or unsafe level of electric or magnetic fields estabUshed and agreed upon by health scientists. Because of this, measurements in your home cannot be compared to any kind of benchmark level to determine a degree of safety. At a customer's request, Edison will provide magnetic field readings.

WHAT IS EDISON DOING? At Edison, we understand the public's concern about EMF at home, at work and around power Unes. First and foremost is our commitment to providing reasonably-priced electricity to our customers in a safe, reliable and environmentally sound manner. That's why Edison is pursuing an integrated research approach that:

• Provides Funding for Research Studies - Edison has joined with other agencies to provide funding to leading universities for research and direct funding to outside laboratories.

• Participates in Joint Studies - Edison is currently participating with the CaUfornia PubUc Utilities Commission and the California Department of Health Services to determine a range of options to reduce EMF from electric utiUty facilities.

• Conducts Research Within Edison - We are reviewing the designs of our transmission Unes, substations and other facilities should a health hazard be found. We are also trying to determine the effect EMF has on our electrical workers.

Revised 06/06/2001 -40-

• Keeps Current on All Literature and Research Studies - We continuaUy "monitor current studies on the issue ^ n d participate in national and international seminars to review the results of ongoing research.

OUR COMMITMENT. If future research shows that electric and magnetic fields associated with electricity are a health hazard, we will take every reasonable action necessary to protect our customers and employees.

To date, the scientific Uterature is not convincing enough to justify expensive measures to reduce electric or magnetic fields. In the meantime, there are questions that need to be answered and we wiU continue to search for those answers. We are conducting research to develop and evaluate engineering steps for reducing fields from electric facilities.

Since more research is needed to resolve this controversy, we will continue to support studies, and encourage outside agencies and governmental bodies to do the same.

Edison will continue to provide the most up-to-date information and services available to customers, employees, legislators, local governments and public interest groups about EMF.

MAGNETIC FIELDS AT HOME.

1.2 12 39 Microwave Oven 750 40 1 to to to

2,000 80 8

(Measurements are in milUGauss) 1.2 12 39 Clothes Washer 8 2 0.1 to to to 8 2 0.1

Electric Range 60 4 0.1 to to to

2,000 40 1

Fluorescent Lamp 400 5 0.1 to to to

4,000 20 3

Hair Drver 60 4 0.1 to to to

20,000 70 3

Television 25 0.4 0.1 to to to

500 20 2

MAGNETIC FIELDS OUTSIDE.

Distribution Lines 1 to 80 mG

Under the Line

Transmission Lines 5 to 300 mG

Under the Line

Revised 06/06/2001 -41-

More detailed information about EMF is contained in a brochure called "Questions & Answers about EMF." To receive a free copy and to find out about other free services Edison provides, including EMF testing and workshops, contact the EMF Education Center at (800) 200-4SCE.

EDISON'S POLICY ON ELECTRIC AND NLVGNETIC FIELDS. After many years of research, scientists have not found that exposure to power-frequency electric and magnetic fields (EMF) causes disease in humans. Research on this topic is continuing.

We are aware that some members of the public are concerned about the potential health effects of power-frequency electric and magnetic fields. We recognize and take seriously our responsibilities to help resolve these concerns. Realizing that we need to better understand electric and magnetic fields and respond to the current uncertainty, we believe Edison's responsibilities are to:

• Provide balanced, accurate information to our employees, customers, and public agencies, including providing EMF measurements and consultation to our customers upon request.

• Support existing research programs at the California Department of Health Services and National Institute of Environmental Health Sciences to resolve the key scientific questions about EMF.

• Conduct research to develop and evaluate no- and low-cost designs for reducing fields from electric utility faciUties.

• Take appropriate no- and low-cost steps to minimize field exposures from new faciUties and continue to consult and advise our customers with respect to existing faciUties.

• Research and evaluate occupational health impUcations and provide employees who wprk near energized equipment with timely, accurate information about field exposure in their work environment.

• Assist the California Department of Health Services, the CaUfornia PubUc Utilities Commission, and other appropriate local, state, and federal governmental bodies to provide reasonable, uniform regulatory guidance.

Revised 06/06/2001 -42-

Southern California Edison Summary of Earnings

2007 GRC-Related Adopted Revenue Requirement Thousands of Dollars

Line No. Item Total

1. Base Revenues

2. Expenses: 3. Operation & Maintenance 4. Depreciation 5. Taxes 6. Revenue Credits 7.

8. Net Operating Revenue

9. Rate Base

10. Rate of Return

Total Expenses

3,915,200

1,812,704 826,047 588,142

(167,481) 3,059,412

855,788

9,758,124

8.77%

1/ D.06-05-016/Advice Letter 2054-E-A Includes one SONGS 2&3 refueling and maintenance outage

Cities and Counties Friday, August 31, 2007

Page 1 of 21

CASE ADMINISTRATION SOUTHERN CALIFORNIA EDISON COMPANY 2244 WALNUT GROVE AVENUE ROSEMEAD, CA 91770 Cities and Counties

CITY OF BLYTHE CITY CLERK 235 N. BROADWAY CITY HALL BLYTHE, CA 92225 Cities and Counties

CITY OF CATHEDRAL CITY PLANNING DIRECTOR 68-700 AVENIDA LALO GUERRERO CATHEDRAL CITY, CA 92234 Cities and Counties

CALEXICO CHAMBER OF COMMERCE P.O. BOX 948 CALEXICO, CA 92232 Cities and Counties

CALEXICO CITY CLERK 608 HEBER AVENUE CALEXICO, CA 92231-2840 Cities and Counties

CITY OF COACHELLA PLANNING DIRECTOR 1515 SIXTH STREET COACHELLA, CA 92236 Cities and Counties

IMPERIAL COUNTY PLANNING DIRECTOR 940 MAIN STREET EL CENTRO, CA 92243 Cities and Counties

VALLEY OF IMPERIAL DEVELOPMENT ALLIANCE 836 MAIN STREET EL CENTRO, CA 92243 Cities and Counties

PLANNING DIRECTOR CITY OF INDIO 100 CIVIC CENTER MALL INDIO, CA 92201 Cities and Counties

GORDON HOYT CITY OF ANAHEIM P.O. BOX 3222 ANAHEIM, CA 92803 Cities and Counties

JOELLEN JACKSON IMPERIAL VALLEY CHAMBER OF COMMERCE 101 E 4TH STREET IMPERIAL, CA 92251 Cities and Counties

STEVE LARSON EXECUTIVE DIRECTOR CALIFORNIA PUBLIC UTILITIES COMMISSION 505 VAN NESS AVENUE, 5TH FLOOR SAN FRANCISCO, CA 94102-5512 Cities and Counties

WALLY LEIMGRUBER CHAIRMAN-BOARD OF SUPERVISORS COUNTY OF IMPERIAL 940 W. MAIN STREET EL CENTRO, CA 92243 Cities and Counties

THOMAS M MAYOR CITY OF WEST COVINA 1444 WEST GARVEY AVENUE P.O. BOX 1440 WEST COVINA, CA 91793 Cities and Counties

COUNTY OF ORANGE COUNTY COUNSEL HALL OF ADMINISTRATION BUILDING 333 W. SANTA ANA BLVD BUILDING 10 SANTA ANA, CA 92702 Cities and Counties

CITY OF PALM SPRINGS PLANNING DIRECTOR 3200 E. TAHQUITZ-MCCALLUM WAY PALM SPRINGS, CA 92262 Cities and Counties

CITY OF RANCHO MIRAGE PLANNING DIRECTOR 69825 HIGHWAY 111 RANCHO MIRAGE, CA 92270 Cities and Counties

STEVE SHANER MAYOR CITY OF IMPERIAL 420 SOUTH IMPERIAL AVENUE IMPERIAL, CA 92251 Cities and Counties


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HAWTHORNE CITY CLERK CITY OF HAWTHORNE 4455 W. 126TH STREET HAWTHORNE, CA 90250 Cities and Counties

HEMET CITY ATTORNEY CITY OF HEMET 450 E. LATHAM AVE. HEMET, CA 92543 Cities and Counties

HEMET CITY CLERK CITY OF HEMET 450 E. LATHAM AVE. HEMET, CA 92543 Cities and Counties

HESPERIA CITY ATTORNEY CITY OF HESPERIA 15776 MAIN STREET, SUITE 213 HESPERIA , CA 92345 Cities and Counties

HESPERIA CITY CLERK CITY OF HESPERIA 15776 MAIN STREET, SUITE 213 HESPERIA, CA 92345 Cities and Counties

HIDDEN HILLS CITY ATTORNEY CITY OF HIDDEN HILLS 6165 SPRING VALLEY ROAD HIDDEN HILLS, CA 91302 Cities and Counties

HIDDEN HILLS CITY CLERK CITY OF HIDDEN HILLS 6165 SPRING VALLEY ROAD HIDDEN HILLS, CA 91302 Cities and Counties

HIGHLAND CITY ATTORNEY CITY OF HIGHLAND 27215 BASE LINE HIGHLAND, CA 92346 Cities and Counties

HUNTINGTON BEACH CITY ATTORNEY 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 Cities and Counties

HUNTINGTON BEACH CITY CLERK 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 Cities and Counties

HUNTINGTON PARK CITY ATTORNEY 6550 MILES AVENUE HUNGTINGON PARK, CA 90255 Cities and Counties

HUNTINGTON PARK CITY CLERK 6550 MILES AVENUE HUNTINGTON PARK, CA 90255 Cities and Counties

IMPERIAL COUNTY COUNTY ADMINISTRATION CENTER EL CENTRO, CA 92243 Cities and Counties

INDIAN WELLS CITY ATTORNEY CITY OF INDIAN WELLS 44-950 ELDORADO DRIVE INDIAN WELLS, CA 92210 Cities and Counties

INDIAN WELLS CITY CLERK CITY OF INDIAN WELLS 44-950 ELDORADO DRIVE INDIAN WELLS, CA 92210 Cities and Counties

IRVINE CITY ATTORNEY CITY OF IRVINE 1 CIVIC CENTER PLAZA po box 19575 IRVINE, CA 92623-9575 Cities and Counties

IRVINE CITY CLERK CITY OF IRVINE 1 CIVIC CENTER PLAZA P O BOX 19575 IRVINE, CA 92623-9575 Cities and Counties

KERN COUNTY COUNTY COUNSEL 1415 TRUXTON AVENUE BAKERSFIELD, CA 93301 Cities and Counties


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KINGS COUNTY COUNTY CLERK RECORDER 1400 W. LACEY BLVD. HANFORD, CA 93230 Cities and Counties

LA HABRA CITY ATTORNEY CITY OF LA HABRA 201 E. LA HABRA BLVD. LA HABRA, CA 90633 Cities and Counties

LA HABRA CITY CLERK CITY OF LA HABRA 201 W. LA HABRA BLVD LA HABRA, CA 90633 Cities and Counties

LA HABRA HEIGHTS CITY ATTORNEY 1245 N. HACIENDA BLVD LA HABRA HEIGHTS, CA 90631 Cities and Counties

LA HABRA HEIGHTS CITY CLERK 1245 N. HACIENDA BLVD LA HABRA HEIGHTS, CA 90631 Cities and Counties

LA MIRADA CITY ATTORNEY 13700 LA MIRADA BLVD. LA MIRADA, CA 90638 Cities and Counties

LA MIRADA CITY CLERK 13700 LA MIRADA BLVD LA MIRADA, CA 90638 Cities and Counties

LA PALMA CITY ATTORNEY 7822 WALKER STREET LA PALMA, CA 90623 Cities and Counties

LA PALMA CITY CLERK 7822 WALKER STREET LA PALMA, CA 90623 Cities and Counties

LA PUENTE CITY CLERK 15900 EAST MAIN STREET LA PUENTE, CA 91744 Cities and Counties

LA VERNE CITY ATTORNEY 3600 D STREET LA VERNE, CA 91750 Cities and Counties

LA VERNE CITY CLERK 3660 D STREET LA VERNE, CA 91750 Cities and Counties

LAGUNA BEACH CITY ATTORNEY 505 FOREST AVENUE LAGUNA BEACH, CA 92651 Cities and Counties

LAGUNA BEACH CITY CLERK 505 FOREST AVENUE LAGUNA BEACH, CA 92651 Cities and Counties

LAGUNA NIGUEL CITY ATTORNEY CITY OF LAGUNA NIGUEL 27801 LA PAZ ROAD LAGUNA NIGUEL, CA 92677 Cities and Counties

LAGUNA NIGUEL CITY CLERK CITY OF LAGUNA NIGUEL 27801 LA PAZ ROAD LAGUNA NIGUEL, CA 92677 Cities and Counties

LAKE ELSINORE CITY ATTORNEY CITY OF LAKE ELSINORE 130 S. MAIN STREET LAKE ELSINORE, CA 92530 Cities and Counties

LAKE ELSINORE CITY CLERK CITY OF LAKE ELSINORE 130 S. MAIN STREET LAKE ELSINORE, CA 92530 Cities and Counties


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LAKE FOREST CITY ATTORNEY CITY OF LAKE FOREST 25550 COMMERCENTRE DRIVE LAKE FOREST, CA 92630 Cities and Counties

LAKE FOREST CITY CLERK CITY OF LAKE FOREST 25550 COMMERCENTRE DRIVE LAKE FOREST, CA 92630 Cities and Counties

LAKEWOOD CITY ATTORNEY CITY OF LAKEWOOD 5000 CLARK AVENUE LAKEWOOD, CA 90712 Cities and Counties

LAKEWOOD CITY CLERK CITY OF LAKEWOOD 5000 CLARK AVENUE LAKEWOOD, CA 90712 Cities and Counties

LANCASTER CITY ATTORNEY CITY OF LANCASTER 44933 N. FERN AVE LANCASTER, CA 93534 Cities and Counties

LANCASTER CITY CLERK CITY OF LANCASTER 44933 N. FERN AVE LANCASTER, CA 93534 Cities and Counties

LAWNDALE CITY ATTORNEY 14717 BUNN AVENUE LAWNDALE, CA 90260 Cities and Counties

LAWNDALE CITY CLERK 14717 BUNN AVENUE LAWNDALE, CA 90260 Cities and Counties

LINDSAY CITY ATTORNEY 251 EAST HONOLULU STREET LINDSAY, CA 93247 Cities and Counties

LINDSAY CITY CLERK CITY OF LINDSAY 251 EAST HONOLULU STREET LINDSAY, CA 93247 Cities and Counties

LOMA LINDA CITY ATTORNEY CITY OF LOMA LINDA 25541 BARTON RD LOMA LINDA, CA 92354 Cities and Counties

LOMA LINDA CITY CLERK CITY OF LOMA LINDA 25541 BARTON RD LOMA LINDA, CA 92354 Cities and Counties

LOMITA CITY ATTORNEY CITY OF LOMITA 24300 NARGONNE AVE LOMITA, CA 90717 Cities and Counties

LOMITA CITY CLERK CITY OF LOMITA 24300 NARBONNE AVE LOMITA, CA 90717 Cities and Counties

LONG BEACH CITY ATTORNEY 333 WEST OCEAN BLVD LONG BEACH, CA 90802 Cities and Counties

LONG BEACH CITY CLERK 333 WEST OCEAN BLVD. LONG BEACH, CA 90802 Cities and Counties

LOS ALAMITOS CITY ATTORNEY CITY OF LOS ALAMITOS 3191 KATELLA AVENUE LOS ALAMITOS, CA 90720 Cities and Counties

LOS ALAMITOS CITY CLERK CITY OF LOS ALAMITOS 3191 KATELLA AVE LOS ALAMITOS, CA 90720 Cities and Counties


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LOS ANGELES CITY ATTORNEY CITY OF LOS ANGELES 200 NORTH MAIN STREET 800 CITY HALL EAST LOS ANGELES, CA 90012 Cities and Counties

LOS ANGELES CITY CLERK CITY OF LOS ANGELES 200 N. SPRING ST RM 360 LOS ANGELES, CA 90012 Cities and Counties

LOS ANGELES COUNTY 500 W TEMPLE LOS ANGELES, CA 90012 Cities and Counties

LYNWOOD CITY ATTORNEY 11330 BULLIS ROAD LYNWOOD, CA 90262 Cities and Counties

LYNWOOD CITY CLERK 11330 BULLIS ROAD LYNWOOD, CA 90262 Cities and Counties

MALIBU CITY ATTORNEY CITY OF MALIBU 23815 STUART RANCH RD. CITY HALL MALIBU, CA 90265 Cities and Counties

MALIBU CITY CLERK CITY OF MAILBU 23815 STUART RANCH RD CITY HALL MALIBU, CA 90265 Cities and Counties

MAMMOTH LAKES TOWN CLERK TOWN OF MAMMOTH LAKES MINARET MALL. OLD MAMMOTH RD. P.O. BOX 1609 MAMMOTH LAKES, CA 93546 Cities and Counties

MAYWOOD CITY ATTORNEY 4319 SLAUSON AVENUE MAYWOOD, CA 90270 Cities and Counties

MAYWOOD CITY CLERK 4319 SLAUSON AVENUE MAYWOOD, CA 90270 Cities and Counties

MCFARLAND CITY ATTORNEY 401 KERN AVENUE MCFARLAND, CA 93250 Cities and Counties

MCFARLAND CITY CLERK 401 KERN AVENUE MCFARLAND, CA 93250 Cities and Counties

MONO COUNTY MONO COUNTY COURTHOUSE P.O. BOX 537 BRIDGEPORT, CA 93517 Cities and Counties

MONROVIA CITY ATTORNEY 415 SOUTH IVY AVENUE CITY HALL MONROVIA, CA 91016 Cities and Counties

MONROVIA CITY CLERK 415 SOUTH IVY AVENUE CITY HALL MONROVIA, CA 91016 Cities and Counties

MONTCLAIR CITY ATTORNEY 5111 BENITO STREET MONTCLAIR, CA 91763 Cities and Counties

MONTCLAIR CITY CLERK 5111 BENITO STREET MONTCLAIR, CA 91763 Cities and Counties

MONTEBELLO CITY ATTORNEY 1600 BEVERLY BLVD. MONTEBELLO, CA 90640 Cities and Counties


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MONTEBELLO CITY CLERK 1600 BEVERLY BLVD. MONTEBELLO, CA 90640 Cities and Counties

MONTEREY PARK CITY ATTORNEY 320 WEST NEWMARK AVENUE CITY HALL MONTEREY PARK, CA 91754 Cities and Counties

MOORPARK CITY ATTORNEY CITY OF MOORPARK 799 MOORPARK AVENUE MOORPARK, CA 93021 Cities and Counties

MOORPARK CITY CLERK CITY OF MOORPARK 799 MOORPARK AVE MOORPARK, CA 93021 Cities and Counties

MORENO VALLEY CITY ATTORNEY CITY OF MORENO VALLEY 14177 Frederick Street City Hall MORENO VALLEY, CA 92552 Cities and Counties

MORENO VALLEY CITY CLERK CITY OF MORENO VALLEY 14177 FREDERICK STREET MORENO VALLEY, CA 92552-0805 Cities and Counties

MURRIETA CITY ATTORNEY CITY OF MURRIETA 26442 BECKMAN CT MURRIETA, CA 92562 Cities and Counties

MURRIETA CITY CLERK CITY OF MURRIETA 26442 BECKMAN CT MURRIETA, CA 92562 Cities and Counties

NEWPORT BEACH CITY ATTORNEY CITY OF NEWPORT BEACH 3300 NEWPORT BLVD NEWPORT BEACH, CA 92663 Cities and Counties

NEWPORT BEACH CITY CLERK CITY OF NEWPORT BEACH 3300 NEWPORT BLVD NEWPORT BEACH, CA 92663 Cities and Counties

NORWALK CITY ATTORNEY 12700 NORWALK BLVD NORWALK, CA 90650 Cities and Counties

ONTARIO CITY CLERK CITY OF ONTARIO 303 EAST B STREET ONTARIO, CA 91764 Cities and Counties

ORANGE CITY ATTORNEY 300 E. CHAPMAN AVENUE ORANGE, CA 92666 Cities and Counties

ORANGE CITY CLERK 300 E. CHAPMAN AVENUE ORANGE, CA 92666 Cities and Counties

OXNARD CITY CLERK 305 WEST THIRD STREET OXNARD, CA 93030 Cities and Counties

PALM DESERT CITY ATTORNEY CITY OF PALM DESERT 73-510 FRED WARING DR PALM DESERT, CA 92260 Cities and Counties

PALM DESERT CITY CLERK CITY OF PALM DESERT 73-510 FRED WARING DR PALM DESERT, CA 92260 Cities and Counties

PALM SPRINGS CITY ATTORNEY CITY OF PALM SPRINGS 3200 TAHQUITZ CANYON WAY PALM SPRINGS, CA 92263 Cities and Counties


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PALM SPRINGS CITY CLERK CITY OF PALM SPRINGS 3200 TAHQUITZ CANYON WAY PALM SPRINGS, CA 92262 Cities and Counties

PALOS VERDES ESTATES CITY ATTORNEY 340 PALO VERDES DRIVE WEST PALOS VERDES ESTATES, CA 90274 Cities and Counties

PALOS VERDES ESTATES CITY CLERK 340 PALO VERDES DRIVE WEST PALOS VERDES ESTATES, CA 90274 Cities and Counties

PARAMOUNT CITY ATTORNEY CITY OF PARAMOUNT 16400 S. COLORADO AVE. PARAMOUNT, CA 90723 Cities and Counties

PARAMOUNT CITY CLERK CITY OF PARAMOUNT 16400 S. COLORADO AVE. PARAMOUNT, CA 90723 Cities and Counties

PASADENA CITY ATTORNEY CITY OF PASADENA 100 N. GARFIELD AVENUE PASADENA, CA 91109 Cities and Counties

PERRIS CITY ATTORNEY CITY OF PERRIS 101 N. D STREET PERRIS , CA 92370 Cities and Counties

PERRIS CITY CLERK CITY OF PERRIS 101 N. D STREET PERRIS, CA 92370 Cities and Counties

PICO RIVERA CITY CLERK 6615 PASSONS BLVD PICO RIVERA, CA 90660 Cities and Counties

PLACENTIA CITY ATTORNEY 401 E. CHAPMAN AVENUE PLACENTIA, CA 92670 Cities and Counties

PLACENTIA CITY CLERK 401 E. CHAPMAN AVENUE PLACENTIA, CA 92670 Cities and Counties

POMONA CITY ATTORNEY CITY OF POMONA 505 S. GAREY POMONA, CA 91766 Cities and Counties

TULARE CITY ATTORNEY CITY OF TULARE 411 E. KERN AVE CIVIC AFFAIRS BLDG TULARE, CA 93274 Cities and Counties

CLERK OF THE BOARD KERN COUNTY 1415 TRUSTUN AVENUE BAKERSFIELD, CA 93301 Cities and Counties

CHEIF EXECUTIVE OFFICE COUNTY OF LOS ANGELES 500 WEST TEMPLE STREET 713 KENNETH HAHN HALL OF ADMINISTRATION LOS ANGELES, CA 90012 Cities and Counties

POMONA CITY CLERK CITY OF POMONA 505 S. GAREY POMONA, CA 91766 Cities and Counties

DISTRICT ATTORNEY RIVERSIDE COUNTY 4075 MAIN STREET MAIN OFFICE-RIVERSIDE RIVERSIDE, CA 92501 Cities and Counties

SAN BERNARDINO COUNTY CLERK OF THE BOARD 385 N ARROWHEAD AVENUE SAN BERNARDINO, CA 92415-0110 Cities and Counties


Page 8 of 21

CLERK OF THE COUNCIL CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92702 Cities and Counties

SANTA BARBARA COUNTY COUNTY CLERK-RECORDER 105 E ANAPAMU STREET SANTA BARBARA, CA 93102 Cities and Counties

SIGNAL HILL CITY ATTORNEY CITY OF SIGNAL HILL 2175 CHERRY AVE SIGNAL HILL , CA 90755 Cities and Counties

SIGNAL HILL CITY CLERK CITY OF SIGNAL HILL 2175 CHERRY AVE. SIGNAL HILL, CA 90755 Cities and Counties

SOUTH PASADENA CITY ATTORNEY 1414 MISSION STREET SOUTH PASADENA, CA 91030 Cities and Counties

CLERK OF THE BOARD TULARE COUNTY 2800 WEST BURREL AVENUE ADMINISTRATION BUILDING VISALIA, CA 93291-4582 Cities and Counties

YUCCA VALLEY TOWN CLERK CITY OF YUCCA VALLEY 57090 29 PALM HWY YUCCA VALLEY, CA 92284 Cities and Counties

BRADBURY CITY ATTORNEY CITY OF BRADBURY 600 WINSTON AVENUE CITY HALL BRADBURY, CA 91010 Cities and Counties

BREA CITY ATTORNEY CITY OF BREA NUMBER ONE CIVIC CENTER CIRCLE CITY HALL BREA, CA 92821 Cities and Counties

CANYON LAKE CITY ATTORNEY CITY OF CANYON LAKE 31516 RAILROAD CANYON ROAD CANYON LAKE, CA 92587 Cities and Counties

CERRITOS CITY ATTORNEY CITY OF CERRITOS 18125 BLOOMFIELD AVENUE CITY HALL CERRITOS, CA 90703 Cities and Counties

DESERT HOT SPRINGS CITY ATTORNEY CITY OF DESERT HOT SPRINGS 65950 PIERSON Blvd. DESERT HOT SPRINGS, CA 92240 Cities and Counties

COMMERCE CITY ATTORNEY CITY OF COMMERCE 2535 COMMERCE WAY CITY HALL COMMERCE, CA 90040 Cities and Counties

CITY ATTORNEY CITY OF LAGUNA WOODS 24264 EL TORO ROAD CITY HALL LAGUNA WOODS, CA 92637 Cities and Counties

LAGUNA WOODS CITY CLERK CITY OF LAGUNA WOODS 24264 EL TORO ROAD CITY HALL LAGUNA WOODS, CA 92637 Cities and Counties

ANAHEIM CITY ATTORNEY CITY OF ANAHEIM 200 SOUTH ANAHEIM BLVD SUITE 356 CITY HALL EAST ANAHEIM, CA 92805 Cities and Counties

COUNTY CLERK FRESNO COUNTY 22211 KERN STREET FRESNO, CA 93721-2600 Cities and Counties

COUNTY COUNSEL FRESNO COUNTY 2221 KERN STREET FRESNO, CA 93721-2600 Cities and Counties


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FULLERTON CITY ATTORNEY 303 WEST COMMONWEALTH AVENUE FULLERTON, CA 92832 Cities and Counties

OJAI CITY ATTORNEY CITY OF OJAI P O Box 1570 OJAI, CA 93024 Cities and Counties

CITY ATTORNEY CITY OF SAN BUENAVENTURA 501 POLI ST PO BOX VENTURA, CA 93002-0099 Cities and Counties

MANHATTAN BEACH CITY ATTORNEY 1400 HIGHLAND AVENUE CITY HALL MANHATTAN BEACH, CA 90266 Cities and Counties

CITY CLERK CITY OF ADELANTO 11600 AIR EXPRESSWAY CITY HALL ADELANTO, CA 92301 Cities and Counties

CITY CLERK CITY OF AGOURA HILLS 30001 LADYFACE CT. CITY HALL AGOURA HILLS, CA 91301 Cities and Counties

CITY ATTORNEY CITY OF ALHAMBRA 111 SOUTH 1ST STREET CITY HALL ALHAMBRA, CA 91801 Cities and Counties

CITY CLERK CITY OF ANAHEIM 200 SOUTH ANAHEIM BOULEVARD CITY HALL EAST 7TH FLOOR ANAHEIM, CA 92805 Cities and Counties

CITY MANAGER CITY OF ANAHEIM 200 SOUTH ANAHEIM BOULEVARD 7TH FLOOR CITY HALL EAST ANAHEIM, CA 92805 Cities and Counties

CITY CLERK CITY OF APPLE VALLEY 20440 US HIGHWAY 18 CITY HALL APPLE VALLEY, CA 92307 Cities and Counties

AVALON CITY ATTORNEY CITY OF AVALON 410 AVALON CANYON RD CITY HALL PO BOX 707 AVALON, CA 90704 Cities and Counties

CITY ATTORNEY CITY OF AZUSA 213 E FOOTHILL BLVD CITY HALL AZUSA, CA 91702-2550 Cities and Counties

CITY MANAGER CITY OF AZUSA 213 E. FOOTHILL BLVD CITY HALL AZUSA, CA 91702-2550 Cities and Counties

BARSTOW CITY CLERK CITY OF BARSTOW 220 EAST MT VIEW ST SUITE A CITY HALL BARSTOW, CA 92311 Cities and Counties

BLYTHE CITY CLERK CITY OF BLYTHE 220 NORTH BROADWAY CITY HALL BLYTHE , CA 92225 Cities and Counties

BREA CITY CLERK CITY OF BREA 1 CIVIC CENTER CIRCLE CITY HALL BREA, CA 92621 Cities and Counties

BUENA PARK CITY CLERK CITY OF BUENA PARK 6650 BEACH BLVD CITY HALL BUENA PARK, CA 90621 Cities and Counties

CITY CLERK CITY OF COACHELLA VALLEY 1515 6TH STREET COACHELLA, CA 92236 Cities and Counties


Page 10 of 21

CITY CLERK CITY OF CORONA 400 S. VICENTIA AVE CITY HALL CORONA, CA 92234 Cities and Counties

CUDAHY CITY CLERK CITY OF CUDAHY 5220 SANTA ANA STREET CUDAHY, CA 90201 Cities and Counties

DESERT HOT SPRINGS CITY CLERK CITY OF DESERT HOT SPRINGS 65950 PIERSON PHS. PO BOX 3010 DESERT HOT SPRINGS, CA 92240 Cities and Counties

CITY CLERK CITY OF DUARTE 1600 HUNTINGTON DR. CITY HALL DUARTE, CA 91010 Cities and Counties

GARDEN GROVE CITY CLERK CITY OF GARDEN GROVE 11222 ACACIA PKWY CITY HALL GARDEN GROVE, CA 92840 Cities and Counties

CITY CLERK CITY OF GLENDORA 116 EAST FOOTHILL BLVD CITY HALL GLENDORA, CA 91741 Cities and Counties

CITY CLERK CITY OF GOLETA 130 Cremona Drive, Suite B CITY HALL GOLETA, CA 93117 Cities and Counties

CITY CLERK CITY OF GRAND TERRACE 22795 BARTON ROAD CITY HALL GRAND TERRACE, CA 92313 Cities and Counties

CITY CLERK CITY OF HIGHLAND 27215 BASE LINE HIGHLAND, CA 92346 Cities and Counties

CITY CLERK CITY OF HAWTHORNE 4455 W. 126TH ST HAWTHORNE, CA 90250 Cities and Counties

CITY CLERK CITY OF EL SEGUNDO 350 MAIN ST. CITY HALL EL SEGUNDO, CA 90245 Cities and Counties

CITY CLERK CITY OF FULLERTON 303 WEST COMMONWEALTH AVENUE CITY HALL FULLERTON, CA 92632 Cities and Counties

CITY CLERK CITY OF INDIO 150 CIVIC CENTER MALL CITY HALL INDIO, CA 92201 Cities and Counties

CITY ATTORNEY CITY OF LA PUENTE 1900 MAIN ST. CTIY HALL LA PUENTE, CA 91744 Cities and Counties

CITY OF MONTEREY PARK 320 WEST NEWMARK AVE CITY HALL MONTEREY PARK, CA 91754 Cities and Counties

CITY ATTORNEY 2870 CLARK AVE CITY HALL NORCO, CA 92860 Cities and Counties

CITY CLERK'S OFFICE CITY OF NORWALK 12700 NORWALK BLVD PO BOX 1030 NORWALK, CA 90651-1030 Cities and Counties

OJAI CITY CLERK CITY OF OJAI 401 S. VENTURA ST CITY HALL PO BOX 1570 OJAI, CA 93023 Cities and Counties


Page 11 of 21

CITY ATTORNEY CITY OF OXNARD 300 WEST THIRD STREET, THIRD FLOOR OXNARD, CA 93030 Cities and Counties

CITY ATTORNEY CITY OF PALMDALE 38300 SIERRA HIGHWAY. CITY HALL PALMDALE, CA 93550 Cities and Counties

CITY CLERK CITY OF PALMDALE 38300 SIERRA HIGHWAY CITY HALL PALMDALE, CA 93550 Cities and Counties

CITY CLERK CITY OF PASADENA 117 E. COLORADO BLVD PASADENA, CA 91105 Cities and Counties

CITY ATTORNEY CITY OF RANCHO MIRAGE 69825 HIGHWAY 111 RANCHO MIRAGE, CA 92270 Cities and Counties

CITY ATTORNEY CITY OF RANCHO PALOS VERDES 30940 HAWTHORNE BLVD. CITY HALL RANCHO PALOS VERDES, CA 90275 Cities and Counties

CITY CLERK CITY OF REDLANDS 35 CAJON ST #4 REDLANDS, CA 92373-0629 Cities and Counties

CITY ATTORNEY CITY OF REDLANDS 35 CAJON ST. PO BOX 3005 REDLANDS, CA 92373 Cities and Counties

CITY ATTORNEY CITY OF SANTA BARBARA 740 STATE ST. STE 201 SANTA BARBARA, CA 93101 Cities and Counties

CITY CLERK CITY OF SANTA BARBARA 735 ANACAPA ST SANTA BARBARA, CA 93101 Cities and Counties

CITY OF SANTA FE SPRINGS 11710 TELEGRAPH RD CITY HALL SANTA FE SPRINGS, CA 90670 Cities and Counties

CITY ATTORNEY CITY OF STANTON 7800 KATELLA AVENUE CITY HALL STANTON, CA 90680 Cities and Counties

CITY CLERK CITY OF TEMPLE CITY 9701 LAS TUNAS CITY HALL TEMPLE CITY, CA 91780-2113 Cities and Counties

CITY CLERK CITY OF TULARE 411 E. KERN AVE TULARE, CA 93274 Cities and Counties

CITY CLERK CITY OF TUSTIN 300 CENTENNIAL WAY CITY HALL TUSTIN, CA 92780 Cities and Counties

CITY ATTORNEY CITY OF TUSTIN 300 CENTENIAL WAY CITY HALL TUSTIN, CA 92780 Cities and Counties

CITY OF VERNON 4305 SANTA FE AVENUE OFFICE OF THE CITY CLERK VERNON, CA 90058 Cities and Counties

CITY CLERK CITY OF VILLA PARK 17855 SANTIAGO BLVD CITY HALL VILLA PARK, CA 92861 Cities and Counties


Page 12 of 21

CITY ATTORNEY CITY OF WEST HOLLYWOOD 8300 SANTA MONICA BLVD CITY HALL WEST HOLLYWOOD, CA 90063 Cities and Counties

CITY CLERK CITY OF WOODLAKE 350 N VALENCIA BLVD CITY HALL WOODLAKE, CA 93286 Cities and Counties

CITY ATTORNEY CITY OF WOODLAKE 350 N. VALENCIA BLVD CITY HALL WOODLAKE , CA 93286 Cities and Counties

CLERK OF THE BOARD OF SUPERVISORS IMPERIAL COUNTY 940 MAIN STREET, SUITE 209 EL CENTRO, CA 92243 Cities and Counties

COUNTY CLERK MADERA COUNTY 200 WEST 4TH STREET MADERA, CA 93637 Cities and Counties

CLERK/RECORDER COUNTY OF ORANGE 333 W. SANTA ANA BLVD BUILDING 10 SANTA ANA, CA 92702 Cities and Counties

COUNTY COUNSEL ORANGE COUNTY 333 W. SANTA ANA BLVD BUID 12 HALL OF ADMINISTRATION BUILDING SANTA ANA, CA 92701 Cities and Counties

BOARD OF SUPERVISORS-CEO'S OFFICE COUNTY OF ORANGE 333 W. SANTA ANA BLVD. BUILDING 12 HALL OF ADMINISTRATION BUILDING SANTA ANA, CA 92702 Cities and Counties

COUNTY CLERK-RECORDER COUNTY OF RIVERSIDE 4080 LEMON ST 1ST FLOOR RIVERSIDE , CA 93101 Cities and Counties

OFFICE OF THE DISTRICT ATTORNEY COUTNY OF SANTA BARBARA 1112 SANTA BARBARA ST MAIN OFFICE SANTA BARBARA, CA 93101 Cities and Counties

COUNTY COUNSEL/PERSONNEL BUILDING COUNTY OF TULARE 2900 WEST BURREL AVENUE COUNTY CIVIC CENTER VISALIA, CA 93291-4583 Cities and Counties

RANCHO CUCAMONGA CITY ATTORNEY 10500 CIVIC CENTER RANCHO CUCAMONGA, CA 91730 Cities and Counties

RANCHO MIRAGE CITY ATTORNEY 69-825 HIGHWAY 111 RANCHO CUCAMONGA, CA 92270 Cities and Counties

REDONDO BEACH CITY ATTORNEY 415 DIAMOND STREET REDONDO BEACH, CA 90277 Cities and Counties

RIALTO CITY ATTORNEY 150 SOUTH PALM RIALTO, CA 92376 Cities and Counties

RIDGECREST CITY ATTORNEY CITY OF RIDGECREST 100 W CALIFORNIA AVE RIDGECREST, CA 93555 Cities and Counties

RIDGECREST CITY CLERK CITY OF RIDGECREST 100 W CALIFORNIA AVENUE RIDGECREST, CA 93555 Cities and Counties

RIVERSIDE CITY CLERK CITY OF RIVERSIDE 3900 MAIN STREET, 7TH FLOOR RIVERSIDE, CA 92522 Cities and Counties


Page 13 of 21

FURMAN B ROBERTS, ESQ. CITY OF ORANGE 300 EAST CHAOMAN AVENUE ORANGE, CA 92667 Cities and Counties

ROLLING HILLS CITY ATTORNEY CITY OF ROLLING HILLS 2 PORTUGUESE BEND ROAD ROLLING HILLS, CA 90274 Cities and Counties

ROLLING HILLS ESTATES CITY HALL 4045 PALOS VERDES DRIVE NORTH ROLLING HILLS ESTATES, CA 90274 Cities and Counties

ROSEMEAD CITY ATTORNEY 8838 EAST VALLEY BLVD ROSEMEAD, CA 91770 Cities and Counties

ROSEMEAD CITY CLERK 8838 EAST VALLEY BLVD. ROSEMEAD, CA 91770 Cities and Counties

SAN BUENAVENTURA CITY CLERK CITY OF SANTA BEUNAVENTURA 501 POLI ST SAN BERNARDINO, CA 93001 Cities and Counties

SAN DIMAS CITY ATTORNEY 245 EAST BONTIA AVENUE SAN DIMAS, CA 91773 Cities and Counties

SAN DIMAS CITY CLERK 245 EAST BONITA AVENUE SAN DIMAS, CA 91773 Cities and Counties

SAN FERNANDO CITY ATTORNEY 117 MACNEIL STREET SAN FERNANDO , CA 91340 Cities and Counties

SAN JACINTO ATTORNEY CITY OF SAN JACINTO 201 E MAIN ST SAN JACINTO, CA 92581 Cities and Counties

SAN JACINTO CITY CLERK CITY OF SAN JACINTO 201 E MAIN STREET PO BOX 488 SAN JACINTO, CA 92581 Cities and Counties

SAN MARINO CITY ATTORNEY 2200 HUNTINGTON DRIVE SAN MARINO, CA 91108 Cities and Counties

SANTA ANA CITY ATTORNEY CITY OF SANTA ANA 22 CIVIC CENTER PLAZA SANTA ANA, CA 92701 Cities and Counties

SANTA CLARITA CITY ATTORNEY CITY OF SANTA CLARITA 23920 VALENCIA BLVD. SUITE 301 SANTA CLARITA, CA 91355 Cities and Counties

SANTA CLARITA CITY CLERK CITY OF SANTA CLARITA 23920 VALENCIA BLVD., SUITE 301 SANTA CLARITA, CA 91355 Cities and Counties

SANTA FE SPRINGS CITY ATTORNEY CITY OF SANTA FE SPRINGS 11710 TELEGRAPH ROAD SANTA FE SPRINGS, CA 90670 Cities and Counties

SANTA MONICA CITY ATTORNEY 1685 MAIN STREET SANTA MONICA, CA 90401 Cities and Counties

SANTA PAULA CITY ATTORNEY 970 VENTURA STREET SANTA PAULA, CA 93060 Cities and Counties


Page 14 of 21

SEAL BEACH CITY ATTORNEY 211 EIGHTH STREET SEAL BEACH, CA 90740 Cities and Counties

SIERRA MADRE CITY ATTORNEY CITY OF SIERRA MADRE 232 W SIERRA MADRE BLVD. SIERRA MADRE, CA 91024 Cities and Counties

SIERRA MADRE CITY CLERK CITY OF SIERRA MADRE 232 W SIERRA MADRE BLVD SIERRA MADRE, CA 91024 Cities and Counties

SIMI VALLEY CITY ATTORNEY CITY OF SIMI VALLEY 2929 TAPO CANTON RD. SIMI VALLEY, CA 93063 Cities and Counties

SOUTH EL MONTE CITY ATTORNEY 1415 SANTA ANITA AVENUE SOUTH EL MONTE, CA 91733 Cities and Counties

SOUTH GATE CITY ATTORNEY 8650 CALIFORNIA AVENUE SOUTH GATE, CA 90280 Cities and Counties

TEHACHAPI CITY ATTORNEY CITY OF TEHACHAPI 115 S ROBINSON ST TEHACHAPI, CA 93561 Cities and Counties

THOUSAND OAKS CITY ATTORNEY CITY OF THOUSAND OAKS 2100 EAST THOUSDAN OAKS BLVD THOUSAND OAKS, CA 91362 Cities and Counties

THOUSAND OAKS CITY CLERK CITY OF THOUSAND OAKS 2100 THOUSAND OAKS BLVD. THOUSAND OAKS, CA 91362 Cities and Counties

TORRANCE CITY ATTORNEY 3031 TORRANCE BLVD. TORRANCE, CA 90503 Cities and Counties

TUOLUMNE COUNTY CLERK COUNTY OF TUOLUMNE 2 S. GREEN STREET TUOLUMNE, CA 95370 Cities and Counties

TWENTYNINE PALMS CITY ATTORNEY CITY OF TWENTYNINE PALMS 6136 ADOVE RD. TWENTYNINE PALMS, CA 92277 Cities and Counties

TWENTYNINE PALMS CITY CLERK CITY OF TWENTYNINE PALMS 6136 ADOBE RD. TWENTYNINE PALMS, CA 92277 Cities and Counties

UPLAND CITY ATTORNEY CITY OF UPLAND 460 N EUCLID AVE UPLAND, CA 91786 Cities and Counties

VERNON CITY ATTORNEY CITY OF VERNON 4305 SANTA FE AVE VERNON, CA 90058 Cities and Counties

VICTORVILLE CITY ATTORNEY 14343 CIVIC DRIVE VICTORVILLE, CA 92392 Cities and Counties

VISALIA CITY ATTORNEY CITY OF VISALIA 707 W ACEQUIA ST VASALIA, CA 93291 Cities and Counties

VISALIA CITY CLERK CITY OF VISALIA 707 W ACEQUIA ST. VISALIA, CA 93291 Cities and Counties


Page 15 of 21

WEST COVINA CITY ATTORNEY CITY OF WEST COVINA 1444 W GARVEY AVE WEST COVINA, CA 91790 Cities and Counties

WESTMINSTER CITY ATTORNEY 8200 WESTMINSTER AVE WESTMINSTER, CA 92683 Cities and Counties

WESTMINSTER CITY CLERK 8200 WESTMINSTER AVENUE WESTMINSTER, CA 92683 Cities and Counties

WHITTIER CITY ATTORNEY 13230 PENN STREET WHITTIER, CA 90602 Cities and Counties

YORBA LINDA CITY ATTORNEY 4845 CASA LOMA AVENUE YORBA LINDA, CA 92686 Cities and Counties

YORBA LINDA CITY CLERK 4845 CASA LOMA AVE YORBA LINDA, CA 92686 Cities and Counties

YUCAIPA CITY ATTORNEY CITY OF YUCAIPA 34272 YUCAIPA BLVD YUCAIPA, CA 92399 Cities and Counties

YUCCA VALLEY CITY ATTORNEY CITY OF YUCCA VALLEY 57090 29 PALM HWY. YUCCA VALLEY, CA 92284 Cities and Counties

ARTESIA CITY ATTORNEY CITY OF ARTESIA 18747 CLARKDALE AVENUE ARTESIA, CA 90701 Cities and Counties

AZUSA CITY CLERK CITY OF AZUSA 213 E FOOTHILL BLVD. CITY HALL AZUSA, CA 91702 Cities and Counties

BALDWIM PARK CITY ATTORNEY CITY OF BALDWIN PARK 14403 EAST PACIFIC AVENUE CITY HALL VALDWIN PARK, CA 91706 Cities and Counties

BALDWIN PARK CITY CLERK CITY OF BALDWIN PARK 14403 EAST PACIFIC AVENUE CITY HALL BALDWIN PARK, CA 91706 Cities and Counties

BANNING CITY ATTORNEY CITY OF BANNING 99 E RAMSEY STREET CITY HALL BANNING , CA 92220 Cities and Counties

BARSTOW CITY ATTORNEY CITY OF BARSTOW 220 EAST MT VIEW AVENUE CITY HALL BARSTOW, CA 92311 Cities and Counties

BEAUMONT CITY ATTORNEY CITY OF BEAUMONT 550 E 6TH STREET CITY HALL BEAUMONT, VA 92223 Cities and Counties

BEAUMONT CITY CLERK CITY OF BEAUMONT 550 E 6TH STREET CITY HALL BEAUMONT , CA 92223 Cities and Counties

BELL CITY ATTORNEY CITY OF BELL 6330PINE AVENUE CITY HALL BELL, CA 90201 Cities and Counties

BELL CITY CLERK CITY OF BELL 6330 PINE AVENUE CITY HALL BELL , CA 90201 Cities and Counties


Page 16 of 21

BELL GARDENS CITY ATTORNEY CITY OF BELL GARDENS 7100 S GARFIELD AVENUE CITY HALL BELL GARDENS, CA 90201 Cities and Counties

BELLFLOWER CITY CLERK CITY OF BELLFLOWER 16600 CIVIC CENTER SR CITY HALL BELLFLOWER, CA 90706 Cities and Counties

BELLFLOWER HILLS CITY CLERK CITY OF BELLFLOWER 16600 CIVIC CENTER DR CITY HALL BELLFLOWER , CA 90706 Cities and Counties

BEVERLY HILLS CITY ATTORNEY CITY OF BEVERLY HILLS 455 N REXFORD DR CITY HALL BEVERLY HILLS, CA 90210 Cities and Counties

BISHOP CITY ATTORNEY CITY OF BISHOP CITY HALL PO BOX 1236 BISHOP, CA 93514 Cities and Counties

BISHOP CITY CLERK CITY OF BISHOP 377 W LINE STREET CITY CLERK BISHOP, CA 93514 Cities and Counties

BLYHTE CITY ATTORENY CITY OF BLYTHE 220 NORTH SPRING STREET CITY HALL BLYTHE, CA 92225 Cities and Counties

DAVID B BREARLEY ESQ CITY OF VERNON 2440 S HACIENDA BLVD UNIT 223 HACIENDA HEIGHTS, CA 91745 Cities and Counties

BUENA PARK CITY ATTORNEY CITY OF BUENA PARK 6650 BEACH BLVD CITY HALL BUENA PARK, CA 90620 Cities and Counties

BURBANK CITY ATTORNEY CITY OF BURBANK 275 E OLIVE AVENUE CITY HALL BURBANK, CA 91502 Cities and Counties

CALABASAS CITY ATTORNEY CITY OF CALABASAS 26135 MUREAU ROAD CITY HALL CALABASAS, CA 91302 Cities and Counties

CALIFORNIA CITY ATTORNEY CITY OF CALIFORNIA 21000 HACIENDA BLVD CITY HALL CALIFORNIA CITY, CA 93505 Cities and Counties

CALIMESA CITY ATTORNEY CITY OF CALIMESA 908 PARK AVENUE CALIMESA, CA 92320 Cities and Counties

CAMARILLO CITY ATTORNEY CITY OF CAMARILLO 601 CARMEN DRIVE CITY HALL CAMARILLO, CA 93010 Cities and Counties

CAMARILLO CITY CLERK CITY OF CAMARILLO 601 CARMEN DR CITY HALL CAMARILLO, CA 93010 Cities and Counties

CARPINTERIA CITY ATTORNEY CITY OF CARPINTERIA 5775 CARPINTERIA CITY HALL CITY HALL, CA 93013 Cities and Counties

CARPINTERIA CITY CLERK CITY OF CARPINTERIA 5775 CARPINTERIA AVENUE CITY HALL CARPINTERIA, CA 93013 Cities and Counties

CARSON CITY ATTORNEY CITY OF CARSON 701 EAST CARSON STREET CITY HALL CARSON, CA 90745-2257 Cities and Counties


Page 17 of 21

CARSON CITY CLERK CITY OF CARSON 701 E CARSON STREET CITY HALL CARSON, CA 90745-2257 Cities and Counties

CHINO CITY ATTORNEY CITY OF CHINO 13220 CENTRAL AVENUE CITY HALL CHINO, CA 91710 Cities and Counties

CHINO HILLS CITY ATTORNEY CITY OF CHINO HILLS 2001 GRAND AVENUE CHINO HILLS, CA 91709 Cities and Counties

CHINO HILLS CITY CLERK CITY OF CHINO HILLS 2001 GRAND AVENUE CHINO HILLS, CA 92656 Cities and Counties

CLAREMONT CITY ATTORNEY CITY OF CLAREMONT 207 HARVARD AVENUE CITY HALL CLAREMONT, CA 91711 Cities and Counties

COLTON CITY ATTORNEY CITY OF COLTON 650 N. LA CADENA DRIVE COLTON, CA 92324 Cities and Counties

COMPTON CITY ATTORNEY CITY OF COMPTON 205 S WILLOEBROOK COMPTON, CA 90220 Cities and Counties

COMPTON CITY CLERK CITY OF COMPTON 205 S WILLOWBROOK AVE COMPTON, CA 90220 Cities and Counties

COSTA MESA CITY ATTORNEY CITY OF COSTA MESA 77 FAIR DRIVE COSTA MESA, CA 92626 Cities and Counties

COVINA CITY ATTORNEY CITY OF COVINA 125 EAST COLLEGE STREET COVINA, CA 91723 Cities and Counties

CUDAHY CITY ATTORNEY CITY OF CUDAHY 5240 SANTA ANA STREET CUDAHY, CA 90201 Cities and Counties

CULVER CITY ATTORNEY CITY OF CULVER CITY 9770 CULVER BLVD CULVER CITY, CA 90232 Cities and Counties

CYPRESS CITY ATTORNEY CITY OF CYPRESS 5275 ORANGE AVENUE CYPRESS, CA 90630 Cities and Counties

DELANO CITY ATTORNEY CITY OF DELANO 1015 11TH AVENUE DELANO, CA 93215 Cities and Counties

DIAMOND BAR CITY ATTORNEY CITY OF DIAMOND BAR 21865 E COPLET DR DIAMOND BAR, CA 91765 Cities and Counties

DIAMOND BAR CITY CLERK CITY OF DIAMOND BAR 21865 E COPLEY DR DIAMOND BAR, CA 91765 Cities and Counties

DUARTE CITY ATTORNEY 1600 HUNTINGTON DRIVE DUARTE, CA 91010 Cities and Counties

EL MONTE CITY ATTORNEY CITY OF EL MONTE 11333 VALLEY BLVD EL MONTE, CA 91731 Cities and Counties


Page 18 of 21

EL MONTE CITY CLERK CITY OF EL MONTE 11333 VALLEY BLVD. EL MONTE, CA 91731 Cities and Counties

EL SEGUNDO CITY ATTORNEY 350 MAIN STREET EL SEGUNDO, CA 90245 Cities and Counties

EXETER CITY ATTORNEY CITY OF EXETER PO BOX 237 EXETER, CA 93221 Cities and Counties

FARMERSVILLE CITY ATTORNEY 147 EAST FRONT STREET FARMERSVILLE, CA 93223 Cities and Counties

FILLMORE CITY ATTORNEY CITY OF FILLMORE 250 CENTRAL AVENUE FILLMORE, CA 93015 Cities and Counties

FONTANA CITY ATTORNEY 8353 SIERRA AVENUE FONTANA, CA 92335 Cities and Counties

FOUNTAIN VALLEY CITY ATTORNEY 10200 SLATER AVENUE FOUNTAIN VALLEY, CA 92708 Cities and Counties

GARDEN GROVE CITY ATTORNEY CITY OF GARDEN GROVE 11300 STANFORD AVENUE GARDEN GROVE, CA 92640 Cities and Counties

GARDENA CITY ATTORNEY 1700 WEST 162ND STREET GARDENA, CA 90247 Cities and Counties

GLENDALE CITY ATTORNEY CITY OF GLENDALE 613 E BROADWAY GLENDALE, CA 91206 Cities and Counties

GLENDORA CITY ATTORNEY 116 EAST FOOTHILL BLVD GLENDORA, CA 91740 Cities and Counties

GRAND TERRACE CITY ATTORNEY 22795 BARTON ROAD GRAND TERRACE , CA 92324 Cities and Counties

HANFORD CITY ATTORNEY 400 NORTH DOUTY STREET HANFORD, CA 93230 Cities and Counties

HARFORD CITY CLERK 400 NORTH COUTY STREET HANFORD, CA 93230 Cities and Counties

HAWAIIAN GARDENS CITY ATTORNEY CITY OF HAWAIIAN GARDENS 21815 PIONEER BLVD HAWAIIAN GARDENS, CA 90716 Cities and Counties

HAWTHORNE CITY ATTORNEY CITY OF HAWTHORNE 4455 W 126TH STREET HAWTHORNE, CA 90250 Cities and Counties

AGOURA HILLS CITY ATTORNEY CITY OF AGOURA HILLS 30101 AGOURA COURT CITY HALL AGOURA HILLS, CA 91301 Cities and Counties

ALHAMBRA CITY CLERK CITY OF ALHAMBRA 111 SOUTH FIRST STREET ALHAMBRA, CA 91801 Cities and Counties


Page 19 of 21

ARCADIA CITY ATTORNEY CITY OF ARCADIA 240 WEST HUNGTINGTON DRIVE CITY HALL ARCADIA, CA 91007 Cities and Counties

ADELANTO CITY ATTORNEY CITY OF ADELANTO 11600 AIR BASE ROAD ADELANTO, CA 92301 Cities and Counties

MAMMOTH LAKES TOWN ATTORNEY TOWN OF MAMMOTH LAKES MINARET MALL, OLD MAMMOTH RD. P.O. BOX 1609 MAMMOTH LAKES, CA 93546 Cities and Counties

ALISO VIEJO CITY ATTORNEY 12 JOURNEY ALISO VIEJO, CA 92656 Cities and Counties

HERMOSA BEACH CITY ATTORNEY CITY OF HERMOSA BEACH 1315 VALLEY DRIVE HERMOSA BEACH, CA 90254 Cities and Counties

WALNUT CITY ATTORNEY CITY OF WALNUT 21201 LA PUENTE ROAD WALNUT, CA 91789 Cities and Counties

RANCHO MIRAGE CITY CLERK RANCHO MIRAGE 69-825 HIGHWAY 111 RANCHO MIRAGE, CA 92270 Cities and Counties

INDUSTRY CITY ATTORNEY CITY OF INDUSTRY 15651 STAFFORD STREET INDUSTRY, CA 91744 Cities and Counties

INGLEWOOD CITY CLERK CITY OF INGLEWOOD ONE MANCHESTER BLVD. INGLEWOOD, CA 90301 Cities and Counties

INGLEWOOD CITY ATTORNEY CITY OF INGLEWOOD ONE MANCHESTER BLVD. INGELWOOD, CA 90301 Cities and Counties

PORT HUENEME CITY ATTORNEY PORT HUENEME 250 NORTH VENTURA ROAD PORT HUENEME, CA 93041 Cities and Counties

IRWINDALE CITY ATTORNEY CITY OF IRWINDALE 5050 NORTH IRWINDALE AVENUE IRWINDALE, CA 91706 Cities and Counties

COUNTY COUNSEL KINGS COUNTY 1400 W. LACEY BLVD. HANFORD, CA 93230 Cities and Counties

VILLA PARK ATTORNEY VILLA PARK 17855 SANTIAGO BLVD VILLA PARK, CA 92667 Cities and Counties

OFFICE OF THE ATTORNEY GENERAL STATE OF CALIFORNIA 1300 "I" STREET DEPARTMENT OF JUSTICE SACRAMENTO, CA 94244-2550 Cities and Counties

MISSION VIEJO CITY ATTORNEY CITY OF MISSION VIEJO 200 CIVIC CENTER MISSION VIEJO, CA 92691 Cities and Counties

COUNTY CLERK INYO COUNTY PO Drawer R INDEPENDENCE, CA 93526 Cities and Counties

DEPARTMENT OF GENERAL SERVICES STATE OF CALIFORNIA 707 Third Street SACRAMENTO, CA 95605 Cities and Counties


Page 20 of 21

WESTLAKE VILLAGE CITY ATTORNEY CITY OF WESTLAKE VILLAGE 31200 OAK CREST DR. CITY OF WESTLAKE VILLAGE CITY HALL WESTLAKE VILLAGE, CA 91361 Cities and Counties

DOWNEY CITY ATTORNEY CITY OF DOWNEY 11111 BROOKSHIRE AVE DOWNEY, CA 90241 Cities and Counties

DOWNEY CITY CLERK CITY OF DOWNEY 11111 BROOKSHIR4E AVE DOWNEY, CA 90241 Cities and Counties

COUNTY COUNSEL SANTA BARBARA COUNTY 105 EAST ANAPAMU STREET SANTA BARBARA, CA 93101 Cities and Counties

COUNTY GOVERNMENT CENTER VENTURA COUNTY 800 S VICTORIA AVENUE COUNTY COUNSEL VENTURA, CA 93009 Cities and Counties

LA CANADA FLINTRIDGE CITY ATTORNEY CITY OF LA CANADA FLINTRIDGE 1327 Foothill Blvd LA CANADA FLINTRIDGE, CA 91011 Cities and Counties

CATHEDRAL CITY ATTORNEY 68-700 AVENIDA LALO GUERRERO CATHEDRAL CITY , CA 92234 Cities and Counties

LAGUNA HILLS CITY ATTORNEY CITY OF LAGUNA HILLS 24035 EL TORO RD LAGUNA HILLS, CA 92653 Cities and Counties

SAN BERNARDINO CITY ATTORNEY CITY OF SAN BERNARDINO 300 N. "D" ST. SAN BERNARDINO, CA 92418 Cities and Counties

CITY CLERK CITY OF TEMECULA 43200 Business Park Dr. Temecula City Hall TEMECULA, CA 92590 Cities and Counties

TEMECULA CITY ATTORNEY CITY OF TEMECULA 43200 Business Park Dr. Temecula City Hall TEMECULA CITY , CA 91780 Cities and Counties

SAN GABRIEL CITY CLERK 425 S. MISSION DRIVE SAN GABRIEL, CA 91776 Cities and Counties

SAN GABRIEL CITY ATORNEY 425 S. MISSION DRIVE SAN GABRIEL, CA 91776 Cities and Counties

RANCHO SANTA MARGARITA CITY OF RANCHO SANTA MARGARITA/CITY CLERK 22112 EL PASEO RANCHO SANTA MARGARITA, CA 92688 Cities and Counties

RIVERSIDE CITY ATTORNEY CITY OF RIVERSIDE 3900 MAIN STREET, 5TH FLOOR RIVERSIDE, CA 92522 Cities and Counties

PORTERVILLE CITY ATTORNEY CITY OF PORTERVILLE 291 N MAIN STREET CITY HALL PORTERVILLE, CA 93257 Cities and Counties

TEMPLE CITY ATTORNEY CITY OF TEMPLE CITY 9701 Las Tunas TEMPLE CITY, CA 91780-2113 Cities and Counties

MISSION VIEJO CITY CLERK CITY OF MISSION VIEJO 200 CIVIC CENTER MISSION VIEJO, CA 92691 Cities and Counties


Page 21 of 21

WEST HOLLYWOOD CITY CLERK 8300 SANTA MONICA BLVD. WEST HOLLYWOOD, CA 90069 Cities and Counties

CORONA CITY ATTORNEY CITY OF CORONA 400 SOUTH VICENTIA AVENUE CORONA, CA 92882 Cities and Counties

APPENDIX D

Mitigated Negative Declaration, Edinger Corridor Specific Plan No. 14 from the City Huntington Beach

EDINGER CORRIDOR

SPECIFIC PLAN NO. 14

Prepared/or:

City of Huntington Beach 2000 Main Street

Huntington Beach, CA 92648

Prepared by:

EDAW, Inc. 2737 Campus Drive

Irvine, California 92612

January 2006

^ ^ P i h ;«i^

TABLE OF CONTENTS

Section Page

Enyiromnental Checklist Form 1

Enyironmeiital Factors Potentially Affected • 10

Detemoination 10

Evaluation of Environmental Impacts ^«........ 11

Land Use Planning 12 Population and Housing 13 Geology and Soils 13 Hydrology and Water Quality 15 Air Quality 18 Transportation/Traffic 22 Biological Resources 27 Mineral Resources 28 Hazards and Hazardous Materials 28 Noise : 30 Public Services 33 Utilities and Service Systems 34 Aesthetics 36 Cultural Resources , 37 Recreation .-. 37 Agricultural Resources 38

Mandatory Findings of Significance , 39

Earlier Analyses,« 40

Appendices

Appendix A - Traffic Analysis

FIGURES

Figures Page

Figure 1 - Regional Map 6

Figure 2 - Local Vicinity Map 7

Figure 3 - Aerial Photo 8

Figure 4 - Land Use Designations and Planning Areas ...9

.rpîCHMtfC i nu. (J2£z:z

TABLES

Tables Page

Table 1 - Land Use Summary 4

Table 2 -VehicularEmissions Comparison 19

Table 3-Existing ICU Summary 23

Table 4-2025ICU Summary 24

ui

1. PROJECT TITLE:

Concurrent Entitlements:

2. LEAD AGENCY:

Contact: Phone:

Edinger Corridor Specific Plan

Specific Plan Adoption; General Plan Amendment No. 05-02; Zoning Text Amendment No. 05-04 (Specific Plan Adoption); Zoning Map Amendment No. 05-02

City of Himtington Beach 2000 Main Street Huntington Beach, CA 92648

Rosemary Medel (714) 536-5271

3. PROJECT LOCATION: The +242.8-acre project area is located in. the northeastern section of the City of Huntington Beach, adjacent to the City of Westminster and souiiiwest of the San Diego Freeway (I 405). The project site is bounded by 1-405 on the northeast. Beach Boulevard on the east, McFadden Avenue on the north, Goldenwêst Street on the west, and various development parcels along Edinger Avenue on the south (Figures 1 through 3, Regional Map, Local Vicinity Map, and Aerial Photo).

4. PROJECT PROPONENT:

Contact Person: Phone:

City of Himtington deach

Scott Hess (714) 536-5271

^'^ÂfÛIIPIIf y f l fT-^-

5. GENERAL PLAN DESIGNATION:

Existing

CR-F2-d CR-Conunercial Regional F2-0.5 Floor Area Ratio (FAR) d-Design Overlay

CG-Fl CG-Fl-d

CN CN-Fl

• P P (CG-Fl)

M MV-F8-d

Proposed

M-sp

6. ZONING:

Existing

CG CG-FP2 CG-H IG RL RMH PS

Proposed

SP(SP14)

CG-Commercial General Fl-0.35 FAR

CN-Commercial Neighborhood

P-PubHc

M-Mbced Use (M) MV-Vertical Design Overlay F8-Maximum FAR

Mixed Use-Specific Plan Overlay

-

General Commercial General Commercial - Floodplain Overlay General Commercial - High Rise Overlay General Indiistrial Low Density Residential Mediimi-High Density Residential PubKc-Semipublic

Specific Plan

7. PROJECT DESCRIPTION pescribe the whole action involved, including, but not limited to, later phases of the project, and secondary support, or off-site features necessary for implementation):

Project Backôund

The Edinger Corridor is situated adjacent to the 1-405 Freeway and Beach Boulevard, one of the most heavily traveled roads in Orange County. The overall character of the Edinger Corridor area is a mixture

iCHMOfT NO. jLi—.

of high-activity retail uses interspersed with fragmented, underutilized parcels in a pTe-1990s commercial setting, which is inconsistent with the current high-value retail districts. The Specific Plan area consists primarily of commefdal/retail-oriented uses, along with a nmnber of residential, office, and industrial developments. A few vacant sites are scattered throughout the project area. The parcels along Edinger Avenue are principally multi-tenant retail centers. An office complex and a multi-family residential parcel are located in the southeastern portion of the project area, and a section of-industrial development occurs at the intersection of Edinger Avenue and Gothard Street. The area to the north of Center Avenue contains the Golden West Transit Center and Southern Pacific Railroad easement. The northwestern section of the project area is occupied by Golden West College.

The Edinger Corridor area contains significant vacant and underutilized lease properties that would provide transition/revitalization opportunities. Several large landowners own significant acreage within the Edinger Corridor area. The existing ownership patterns make major transition and revitaiization of land uses feasible. A significant portion of the Edinger Corridor is located within a redevelopment area subject to special financing and redevelopment opportunities.

The 110-acre Golden West College campus was master planned to emphasize a student-centered environment The campus is internally oriented and is siurounded on three sides by large parking lots. Excellent opportunities exist for intensification of the parking lots that front on Edinger Avenue and Golden West Street.

Currently, small, local populations exist within the project area in a multi-family apartment complex south of Edinger Avenue (between Beach Boulevard and Parkside Lane), and within the Seawind Village Apartments and Old World Village mixed use project in the nearby North Huntington Center Specific Plan area. Opportunities exist for maintaining the desirable quantity of residential uses in proximity to the retail district as uses are intensified.

The North Huntington Center Specific Plan (SP1) and Huntington Center Specific Plan (SP13) sites are located to the north and south of Center Avenue, respectively. The North Huntington Center Specific Plan, last amended in 1991, covers the existing Seawind Village (residential development)/ Old World Village (residential and commercial uses), and One Pacific Plaza (medical/office, hotel, and commercial uses). The Huntington Center Specific Plan, adopted in 2000, covers the Bella Terra MaU which is cujrentiy being redeveloped with liigh-quality, regional-serving retail and entertainment venues. Since both specific plans are outside of the boundaries of this specific plan, they are unaffected by this specific plan. Both specific plans wiU continue to regulate development within their respective areas.

A part of the Edinger Corridor Specific Plan (SP 14) is within an adopted Redevelopm.ent area (Subarea 1 - Himtington Beach Redevelopment Project).

Project Description

The proposed project includes a zoning map amendment and zoning text amendment to allow for development to be implemented under a common set of development regidations as depicted in the Specific Plan. The project also requires a General Plan Amendment to change the land use designations to establish a Mixed-Use/Specific Plan overlay designation for the project area.

The Edinger Corridor Specific Plan establishes the planning concept, design theme, development regulations, and administrative procedures necessary to achieve an orderly and logical development of the Edinger Corridor area. The Specific Plan is intended to provide for new retail/commercial, office, hotel, and residential opportunities to supplement and enhance existing development. The Specific Plan implements the goals, policies, and objectives of the City of Huntington Beach General Plan, and

prom.otes quality development consistent wilh the project area's anticipated role as a regional- and local-serving retail destination. The Specific Plan identifies the location, character, and intensities of potential retail, office, and residential development. The Specific Plan creates a cohesive design theme to assure a visually engaging character throughout the Edinger Corridor area, and estabEshes detailed development regidations and standards to implement future projects within the project area.

The Edinger Corridor Specific Plan provides for development flexibility within its land use designations tha t 1) take advantage of positive changes in market conditions; 2) protect and support existing development; and 3) provide incentives such as shared parking to encourage re-parcelization of land for new development. The Edinger Corridor Specific Plan allows future development to occur over time, wi th the foDowing objectives:

• Short-term: Support and enhance existing uses; improve the project area's appearance by incorporating consistent signage, street landscaping, and interior landscaping to establish a visual identity; encourage property owners to revitalize their properties; and maximize short-term potential for new development, including opportunities for infill/vacant areas.

• Mid-term: Focus on intensification of existing commercial development along the section of Edinger Avenue between Beach Boulevard and Gothard Street adjacent to the Bella Terra project, as weU as new commercial and gateway identification opportunities along Edinger Avenue.

• Long-term: Intensification of land uses along Edinger Avenue to create a synergy of activity and development to transform the project area into a major region-serving retail destination, where a mixture of retail, dining, entertainment, office, and residential uses are integrated within a unified human-scale environment

Table 1 summar izes the es t imated l a n d use quant i t ies b y p l ann ing area.

Table 1 Land Use Simmiary

Planning Area

Acreage

r PAl

^^^«i îp^w

Existing Land Use

10.5 AC

MS«p5s:p;.^jjSUiîi:

Commercial/ Office/Retail/Restaurant

iBMft^SiiiiMî^Mi^lSi

Proposed Zoning FAR Sq. FtVDensity

CG/CR (0.35)

mimmmm^mmmm

Maximum Bldg. Sq. Ft. Based on

Proposed Zoning {Edinger Corridor

Specific Plan' 160,083 sf

i^^JMiiHl^î Wmm &m

m PA5 31.2 AC Commerdal/RiBtail/Restauxant/IG/Ga

s Station CG/CR (0.5) 679,536 sf

PA6 '• 18.2 AC Commercial/Gas Station/Retail CG/CR (0.35) 277,477 si

PAS 8.0 AC CoDunercial/Retail/Restaurant CG/CR (0.35) 121,968 sf

WM^(^M W & ^ ^ ^giiMirl^r^fipî3§(^^^ - m^mm^MiXM ^î^j^jis^Ml

ATTACHMEICF l « I Azi ^

Planning Area

Acreage Existing Land Use

Proposed Zoning FAR Sq. Ft/Density

Maximum Bldg. Sq. Ft. Based on

Proposed Zoning (Edinger Corridor

Specific Flan) g65iBU. -:

PAIO 2.7 AC CommeTcial/Office CG/CR (0 5) 58,806 sf PAll 2.8 AC Cormnerdal/SCE Transmission Lines F (0.35) 42,689 sf

H^^S PA14 88.9 AC Public/GWC N/A 1,936,242 sf

Sîi^^ mm MiWJ®S ISi^^^piMp g^^S^^^feSii s ^ j ^ l ^ g j i ^ ^ TOTAL 243.1 AC

1 4,153,549 sf +

575-DU

* Based upon 1,742 SF/DU; ** SRO used in PA 12 = 2,825 sf commercial + 249 DU ***Shaded requires General Plan Amendment

Three land use categories have been established for the Edinger Corridor Specific Plan. These land uses are intended to stimulate region-serving cormnercial development growth while allowing for flexibility in the location, type, and mixture of uses. The three land use categories are Commercial (COM), Mixed Use (MU), and Pubhc (P).

Commercial (COM) - 89.8 acres: This category permits a wide range of commercial-related uses, including anchor department stores, outiet stores retail commercial; promotional (Big Box) retail; recreational commercial; professional offices; eating and drinking establishments; hotels and motels; and similar regional, local-serving commercial development, personal services, and government offices.

• Mixed use (MU) - 36.2 acres: This category is intended to address the tmiqueness of a particular area and allow for greater design flexibility. This designation anticipates a wide range of uses but emphasizes commercial, attached multi-family residential and professional office uses.

res: The typical permitted uses in the public (P) category include governmental administrative, conference facilities,- public safety facilities, parks and recreation facilities, public utilities, public parking lots, infrastructure, religious and similar uses.

8. OTHER PREVIOUS RELATED ENVIRONMENTAL DOCUMENTATION:

• General Plan Update EIR, May 1996 - The Edinger Corridor Specific Plan area is located in the City of Huntington Beach and was evaluated within the General Plan Envirorunental Impact Report in 1996.

9. OTHER AGENCIES WHOSE APPROVAL IS REQUIRED (AND PERMITS NEEDED) (i.e. permits, financing approval, or participating agreement):

None

•-a.!aj.;j.' j ' ja!<'.'.T.'

1-1 p^

fe C .2 'So

6

i o

u 9< o -a

1

is •i •a

3

i

M O

as S.'

O O M

i •-3

. ? o ;

tpi^jjjed

•s

o

c O

• 1-1

a Q tiO

• i - i CO 0)

Q i3 G

ENVIRONMENTAL FACTORS POTENTIALLY AFFECTED:

The envirorunental factors checked below would be potentially affected by this project, involving at least one impact that is a 'Totentially Significant Impact" or is "Potentially Sigruficant Unless Mitigated," as indicated by the checklist on the following pages.

n Land Use / Planning

Q Poptdation / Housing

n Geology / Soils

n Hydrology / Water Quality

13 Air Quality

n Agriculture Resources

S Transportation / Traffic

L J Biological Resources

L J Mineral Resources

LJ Hazards and Hazardous Materials

El Noise D Mandatory Findings of Significance

IS Public Services

L J Utilities / Service Systems

[ J Aesthetics

(Zl Cultural Resources

LJ Recreation

DETERMINATION

(To be completed by the Lead Agency)

On the basis of this initial evaluation: I find that the proposed project COULD NOT have a significant effect on the Q environment, and a NEGATIVE DECLARATION wiU be prepared. I find that although the proposed project could have a significant effect on the •• environment, there will not be a significant effect in this case because the mitigation ra measures described on an attached sheet have been added to the project. A MTTIGATED NEGATIVE DECLARATION will be prepared.

I find that the proposed project MAY have a significant effect on the environment, • and an ENVIRONMENTAL IMPACT REPORT is required.

I find that the proposed project MAY have a "potentially sigruficant impact" or a "potentially significant imless mitigated impact" on the environment, but at least one impact (1) has been adequately analyzed in an earlier document ptu'suant to r-i applicable legal standards, and (2) has been addressed by mitigation m.easures based on the earlier analysis as described on attached sheets. An ENVIRONMENTAL IMPACT REPORT is required, but it must anal3rz8 only the effects that remain to be addressed.

I find that although the proposed project could have a significant effect on the environment^ because aU potentially significant efiects (a) have been analyzed adequately in an earlier EIR or NEGATIVE DECLARATION pursuant to applicable r-i standards, and (b) have been avoided or mitigated pursuant to that earlier EIR or NEGATIVE DECLARATION, including revisions or mitigation measures that are

>sedupon the proposed p r o | ^ , nothing further is required.

Date

Printed Name Title j ^ ' ^ a / ^ fl^j^Htêr-

10

EVALUATION OF ENVIRONMENTAL IMPACTS:

1. A brief explanation is required for all answers except "No Impact'^ answers that are adequately supported by the information sources a lead agency cites in the parentheses following each question. A "No Impact" answer is adequately supported if the referenced information sources show that the impact simply does not apply to the project. A "No Impact" answer should be explained where it is based on project-specific factors as weU as general standards.

2. All answers must take account of the whole action involved. Answers should address off-site as well as on-site, cumulative as well as project-level, indirect as well as direct, and construction as weU as operational impacts.

3. "Potentially Significant h n p a c f is appropriate, if an effect is significant or potentially significant, or • if the lead agency lacks information to make a finding of insignificance. If there are one or more

"Potentially Significant Impact" entries when the determination is made, preparation of an Environmental Impact Report is warranted.

4. Potentially Significant Impact Unless Mitigated" applies where the incorporation of mitigation measures has reduced an effect from "Potentially Significant Impact" to a "Less than Significant Impact" The lead agency must describe the mitigation measures, and briefly explain how they reduce the effect to a less than significant level (mitigation measures from Section XVIII, "Earlier Analyses," may be cross-referenced).

5. Earlier analyses may be used where, pursuant to the tiering, program EIR, or other CEQA process, an effect has been adequately analyzed in an earlier EIR or negative declaration. Section 15063(c) (3) (D). Earlier analyses are discussed in Section XVIII at the end of the checklist.

6. References to information sources for potential impacts (e.g., general plans, zoning ordinances) have been incorporated into the checklist A source list has been provided in Section XVIII. Other sources used or individuals contacted have been cited in the respective discussions.

7. The following checklist has been formatted after Appendix G of Chapter 3, Titie 14, CaHfomia Code of Regulations, but has been augmented to reflect tiie City of Huntington Beach's requirement.

(Note: Standard Conditions of Approval - The City imposes standard conditions of approval on projects which are considered to be components of or modifications to the project, some of these standard conditions also result in reducing or minimizing environmental impacts to a level of insignificance. However, because they are considered part of the project, they have not been identified as mitigation measures. For the readers' information, a Kst of applicable standard conditions identified in the discussions has been provided as Attachment No. 3.

ISSUES (and Supporting Information Sources):

Would the proposal result in or expose people io potential impacts involving:

Landslides? (Sources: 1,6)

Discussion: The attached source list explains that 1 is the Huntington Beach General Plan and 6 is a topographical map cftlie area which sliow that the area is located in aflat area. (Note: Viis response probably would not require further explanation).

Potentially Significant Impact

D

Potenticdly Significant Unless Mitigation Incorporated

D

Less Than Significmt Impact No Impact

n

11

MQ'^J^dXd



Potentially Significant Unless Mitigation Incorporated

Less Than Significant Impact No Impact

L L A N D U S E A N D P L A N N I N G . Would the project:

a) ConfUctwithanyappIicablelanduseplan, policy, or D f l |3c] P] regulation of an agency with jurisdiction over the project (including, but not limited to the general plan, specific plan, local coastal program, or zoning ordinance) adopted for the purpose of avoiding or mitigating an environmental effect? (Sources: 3,4)

Discussion: The Edinger Corridor Specific Plan area is designated on the City of Huntington Beach General Plan Land Use Plan as CR (Commercial Regional), CG (Commercial General), CN (Commercial Neighborhood), F (Public), and M (Mixed Use). The zoning for the site is CG (General Commercial), CG-PP2 (General Commercial - Floodplain Overlay), CG-H (General Commercial - High Rise Overlay), IG (General Industrial), RL (Low Density Residential), RMH (Medium High Density Residential), and PS (Public-semipubHc). In order to allow the exact density, location, and mixture of uses within the project area to be governed by the Edinger Corridor Specific Plan, a General Flan Amendment is required in conjunction with the Specific Plan to amend the existing General Plan land use designations for the project area to "Mixed Use-Spedfic Plan Overlay" (M-sp), which would allow for greater design flexibility, increased development intensity, and would address the uniqueness of the subject area. Within the Specific Plan planning areas, allowed uses are further defined. As a result of the specific plan, there are some planning areas that are changing from Residential Medium High Density (RMH-25 imits per acre) to Mixed-Use. Several planning areas will change from Public to Commercial and Mixed-Use designatioiis. No conflicts with any applicable plan/policy/regulation would occur. Additionally, adoption of the Specific Plan will effectively change the zoning designations to "Specific Plan" (SP) for the entire project area. The impact from these changes is considered less than significant because the allowed uses under the Specific Plan are similar to and consistent with the existing permitted uses.

b) Conflict with any applicable habitat conservation plan or natural couununity conservation plan? (Sources; 1,3,4) F l D D 13

Discussion: No conflicts with any habitat conservation plan (HCP) or natural community conservation plan (NCCP) would occur. The proposed project site is not located within an established HCP or NCCP area. No adverse impacts are anticipated.

c) Physically divide an established commuiuty? (Sources; 1,3, 4) D a D

Discussion: The proposed project consists of providing new retail/commercial, office, hotel, and residential opportunities to supplement and enhance existing development The proposed Specific Plan is not anticipated to divide an established community. The existing multi-family residential development in southeastern portion of the site would not be affected by the proposed project No adverse impacts are anticipated.

12

mM^mtm 'ML.


n . POPULATION AND HOUSING. Would the project:

a) Induce substantial population growth in an area, either directiy (e.g,, by proposing new homes and businesses) or indirectiy (e.g., through extensions of roads or other infrastmcture)? (Sources; 1,2,4)




n D n

Discussion: Development of the site could potentially induce additional growth in the area, although growth beyond the scope of development specified in the General Plan is not anticipated. This project is not expected to significantly affect the projected population of the dty and would not cumulatively exceed official regional or local projections, The project site contains retail commercial uses and proposes additional such uses; therefore, the proposed project vsdll not create a substantial increase in population growth in the area. The impact is considered less than significant

b) Displace substantia] numbers of existing housing, necessitating the construction of replacement housing elsewhere? (Sovuces: 1,2,4) D n D

Discussion: Currentiy, there is a multi-family residential development within Planning Area 2. However, the existing residential use would not be displaced, therefore, no construction of replacement housing would be required. No adverse impacts are anticipated.

c) Displace substantial numbers of people, necessitating the construction of replacement housing elsewhere? (Sources: L2,4) n n D

Discussion: The proposed project would not displace the existing multi-family residential development located in the southeastern portion of the project site; therefore, no persons would be displaced. No adverse impacts are anticipated.

m . GEOLOGY AND SOILS. Would the project

a) Expose people or structures to potential substantial adverse effects, including the risk of loss, injury, or death involving:

i) Rupture of a known earthquake favdt, as delineated on the most recent Alqxust-Priolo Earthquake Fault Zoning Map issued by the State Geologist for the area or based on other substantial evidence of a known fault ? (Sources: 1,2,4,5)

D n D

Discussion: The project site is located in the seismically active southern California area. Seismic hazards constitute, an existing safety condition experienced by all development in the southern Califomia region. The site is not within an Alquist-Priolo Special Studies Zone. Faiilts within the City of Huntington Beach determined to be geologically active are the North Branch, Bolsa-Fairview, and South Branch Faults, all of these are faults within tiie Newport-Inglewood Fault Zone. However, no active or potentially active faults exist beneath the site. Impacts are considered less than significant.

13

A'f^t i jû m s f ^ « * ft.i^ y ^ f l

Potentially Significant

Potentially Unless Less Than Significant Mitigation Significant

ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact

ii) Strong seismic ground shaking? (Sources: 1,4,5) F l F l j ^ r~j

Discussion: The project site is located in the seismically active southern Califomia area. Faults within the G t y of Hunt ington Beach determined to be geologically active are the North Branch, Bolsa-Fairview, and South Branch Faults, all of which are faults within the Newport-Inglewood Fault Zone. Significant grotmd shaldng on locally active faults such as the Newport-Inglewood Fault System is likely a t som.e time in the future. However, no k n o w n active or potentially active faults with potential for surface fault rup tu re are known to exist ba i ea th the site. Although the site could be subjected to strong groimid shaking in the event of an earthquake, this hazard is common in southern California. The structural risks from grotmd shaking are addressed through adherence to the s tandards set forth by the Uniform Building Code a n d Structural Engineering Association of Califomia, which promote safety in the event of an earthquake. The Specific Plan is regulatory in nature and proposes no construction. However, future development within the project site w o u l d be required to comply wi th the Code and therefore, the impacts are considered less than significant

iii) Seismic-related grotrnd failure, including liquefaction? (Sources: 1,4,5) D D S •

Discussion: According to Hhe City of Hunt ington Beach General Plan, the project site lies in an area containing porous alluvial soib, wh ich when saturated or wet, have a moderate to high potential for Hquefaction. The Specific Plan is regidatory in nature and proposes no construction. A t the time of coi\struction, as a s tandard condition of approval, a geotechnical report will be prepared and submitted to the City prior to issuance of grading permits for any subsequent development in the Specific Plan area. The geotechnical report shall address the potential liquefaction and identify specific measures to alleviate Hquefaction impacts. Compliance wi th geotechnical recommendations would address any potential liquefaction issues. Impacts are considered less than significant

iv) Landslides? (Sources: 1,4,5) Q D CD S

Discussion: According to the General Plan, the site is not in an area susceptible to slope instability. There are no k n o w n landslides in the vicinity of the project site, nor is the site in the pa th of any known or potential landslides. N o adverse impacts are anticipated-

b) Result in substantial sou erosion, loss of topsoil, or changes in topography or unstable soil conditions from excavation, FH CI Ixl FT grading, or fill? (Sources: 1,4,5)

Discussion: High groundwater level and shallow, near sm'face water characterize the project site. Due to these conditions, driven piling may be necessary, and floor slabs of the buildings should be structurally supported. The Specific Plan is regulatory in nature and proposes no construction. At the time of construction, as a standard condition of approval, a geotechnical report wfll be prepared and submitted to the Ciiy prior to issuance of grading permits for any subsequent development in the Specific Flan area. The geotechnical report shall address the potential impacts related to tmstable soil conditions and identify specific measmres to alleviate impacts related to tmstable soil conditions. Compliance with geotechnical reconmiendations wotild address any potential soil issues. Impacts are considered less than significant

14


c) Be located on a geologic unit or soil that is unstable, or that would become imstable as a resiilt of the project, and potentially result in on or off-site landslide, lateral spreading, subsidence, liquefaction or collapse? (Sources: L4,5)


Potentially Significant Unless • Mitigation Incorporated


D n D

Discussion; According to the City of Huntington Beach General Plan, the project is not within an area of known subsidence associated, with fltdd withdrawal (groundwater or petroleum), peak oxidation, or hydrocompaction. Also, refer to discussion for in a) iii). No adverse impacts are anticipated.

d) Be located on expansive soil, as defined in Table 18-1-B of the Uniform Building Code (1994), creating substantial risks to life or property? (Sources: 1,4,5)

n n n Discussion: The project site has the potential to include expansive soils. The Specific Plan is regulatory in nature and proposes no construction. In order to avoid structural damage that could occur with project implementation, a geotechnicalreport wiU be prepared and submitted to the Qty prior to issuance of grading permits for any subsequent development in the Specific Plan area. The geotechnical report shall address the potential impact related to expansive soil and identify specific meastires to alleviate impacts related to expansive soil. Impacts are less than significant

e) Have soils incapable of adequately supporting the use of septic tanks or alternative waste water disposal systems where sewers are not available for the disposal of wastewater (Sources: 1,4,5)

D D D m

Discussion: The project site is already developed and connected to the Ciiy's sewer system. No impacts are anticipated.

IV.HYDROLOGY AND WATER OUALITY. Would the project:

a) Violate any water quality standards or waste discharge requirements? (Sources: 1,2,4,5) n n n

Discussion: As water quality in Califomia is regulated by the U.S. Environmental Protection Agency's (EPA) National Pollution Discharge Elimination System (NPDES), the future development project would be subject to those Standards which control the discharge of pollutants to water bodies from point and non-point sources. The Specific Flan does not propose any construction, however, NPDES permit would be required for future individual construction projects. Through the NPDES Permit process, the City currentiy reqtures contributors to non-point runoff pollution to establish Best Management Practices (BMPs) to minimize the potential for pollution. Under this program, the developer is responsible for identification and implementation of a program of BMPs that can include special scheduling of project activities, prohibitions of certain practices, establishment of certain maintenance procedures, and other management practices to prevent or reduce the pollution of downstream waters. Typical elements of a BMP program would include addressing the use of oil and grease traps, detention basins, vegetation filter strips, and other common techniques in order to preclude discharge of pollutants into local storm drains and channels. With implementation of the City's standard practices requiring compliance with NPDES, no significant impact is anticipated.

15

mm

ISSUES (and Supporting Morraation Sources):

b) Substantially deplete grotmdwater supplies or interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groimdwater table level (e.g., the production rate of pre-existing nearby weUs would drop to a level which would not support existing land uses or planned uses for which permits have been granted? (Soiurces: 1,2,4,5)




n n n

Discussion: Domestic water for the Specific Plan area wiH be provided by the City's PubHc Works Utilities Division. The UtiHties Division has use of both undergrotmd and imported sources to service the project area. The imderground supply comes from nine existing weUs, and the Metropolitan Water District (MWD) delivers imported water to the City's Master Plan for Water Service. N'lWD is the major wholesale water purveyor to the Qty of Huntington Beach, which in turn, is the retail provider to all water users in the City, including the proposed project site. AD. public water improvements wiQ be designed to the City's water standards for future City acceptance and maintenance. The ultimate development anticipated can be adequately served by the City's systems. The proposed project would not significantiy impact groundwater supplies or groundwater recharge. The impacts wotild be less than significant

c) Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, in a manner which would residt in substantial erosion or sUtation on or off-site? (Sources: 1,2, 4,5)

D n n

Discussion: The project site is developed and is largely covered with impervious materials. Adoption of the Specific Plan may facilitate some construction and structural design. However, it is not expected that the proposed project would cause a substantial change in the drainage pattern or increased amounts of storm water runoff, due to the existing storm water infrastructure in place. Also, future development will result in an increase in impervious smrface for the area. Development in the area wiH participate in addressing storm drainage deficiencies that may cause flooding to Gothard Street south of Edinger and along the County's flood control channel, which is east of Gothard Street.

d) Substantially alter the existing drainage pattern of the site Or area, including throu^. the alteration of the course of a stream or river, or substantially increase the rate or amoimt or stirface runoff m a manner which would result in flooding on or off-site? (Sources: 1,4,5)

D • 11 D

Discussion: The project would not substantially alter the existing drainage pattern of the site or area and/or alter the course of a stream or river. Additionally, the City of Himtington Beach and the Orange County Hood Control District are the agencies responsible for the flood control system in the project vicinity. A regional flood control channel exists along the western botmdary of the site. A portion of the Specific Plan area is within the Hood Zone A FP-r2. New development and improvements must comply with FP 2 development standards.

16

'ACHMEMT


e) Create or contribute rimoff water which would exceed the capacity of existing or planned stormwater drainage systems or provide substantial additional sources of polluted runoff? (Sources: 1,4,5)


Potentially Unless Less Than Significant Mitigation Significant Impact Incorporated Impact' No Impact

n D m D

Discussion: The proposed project would result in negtigible increased runoff compared to the existing condition because the project site is already developed. However, the potential runoff associated with project implementation is anticipated in the City's Storm Drain Master Plan. Refer to discussions for (c) and (d), above. With the improvements and implementation of City standards of approval and specifications mentioned above (in item (c) and (d)), the potential impacts would be less than significant.

Otherwise substantially degrade water quality? (Sources:

D D

Discussion: The proposed project in and of itself does not propose any excavation or other activities that would impact groundwater quality. The site does not drain directiy into any natural body of water. Please see response a, above.

g) Hace housing within a 100-year flood hazard area as mapped on a federal Hood Hazard Boundary or Hood Insurance Rate Map or other flood hazard delineation map? (Sources: 1,4,5)

n D D

Discussion: The mixed-use designations of the Edinger Corridor Specific Plan will permit the consideration of residential development. The only mixed-use Planning Areas not within Flood Zone A are-Planning Areas 12 and 13 located at the most northern end of the Edinger Specific Plan Area. Development within this area is subject to City Development Standards for flood proofing. Impacts after complying with Qty Development Standards is reduced to a level less than significant

h) Place within a 100-year flood hazard area structures which would impede or redirect flood flows? (Sources: 1,4,5) r j n D

• Discussion: Please refer to response (g), above. No adverse impacts are anticipated.

i) Expose people or structures to a significant risk of loss, injury or death involving flooding, including flooding as a result of tile failure of a levee or dam? (Soiuces: 1,4,5) D D D

Discussion: The proposed project is not located in the vicinity of a levee or dam. Therefore, no adverse impact involving flooding as a result of failure of a levee or dam would occur. No adverse impacts are anticipated.

17


Potentially Unless Less Than TooTTPo Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact

j) Inundation by seiche, tsunami, or mudflow? (Sources: 1/ 4, Q Q j~] [xj

5) '

Discussion: According to the City oi Huntington Beach General Plan, the project site is not located within an area with a potential for teunamis, inundation, or seiche. No adverse impacts are anticipated.

V. AIR QUALITY. Where available, the significance criteria established by the applicable air quality management or air pollution control district may be relied upon to make the following determinations. Would the project

a) Violate any air quality standard or contribute substantially to an existing or projected air quality violation? (Sources: 1, F l jxl Fl f l 4,5,7,9)

Discussion: Construction Impacts: The proposed project is located in the southern portion of the South Coast Air Basin. This area is under the jurisdiction of the South Coast Air Quality Management District (SCAQMD) and the Califomia Air Resources Board (CARB). The Specific Plan is regulatory in nature and proposes no construction. However, potential demoUtion and reconstruction activities and construction worker trips would result in a temporary increase in emissions of dust, fumes, equipment exhaust, and other air contaminants throughout the project construction period. PoUutant emissioris can vary substantially from day to day, depending on the level of construction activity, the specific operations, and the prevailing weather. Construction of individual phases of the proposed project has the potential to exceed SCAQMD's daily threshold emission levels for NOx, ROG, CO, and PM-10. However, this is considered a short-term air quafity inipact. Standard conditions of approval (City requirements) wiH be implemented to control typical air pollutant etrussions that would occur during construction. However, future projects in the specific plan area that exceed about 5 acres in surface area or 250,000 square feet of gross building area may need to implement enhanced nutigation to keep construction enussions below significance thresholds. In theses cases, project proponents wiU be required to provide an air quality analysis (incorporating LIRBEMIS outputs) that dociunents how the project will maintain construction air anissior^s below significance thresholds. With implementation of City conditions and proposed mitigation measures 1-6, the temporary construction related impacts wôuld be reduced to less than significant.

Operational Impacts: The project area is weU developed, and the proposed Specific Plan would not result in substantial newr vehicular trips, which would result in significant impacts related to the contribution to an existing or projected air quaUty violation. Build-out of the Specific Plan has been anticipated and was included in the City's General Plan update. The allowable development densities provided in the Edinger Corridor Specific Plan.are actually lower thanthose included in the City's General Plan. The proposed Specific Plan air quality impacts would be less than those that were addressed in the EIR prepared for the General Flan update. The proposed rate of development of the Edinger Corridor Specific Plan is such that continued vehicular emissions improvements will ouâce the rate of project growth There will be a net decrease in local area emissions in the project vicinity compared to existing

18





conditions for most mobile-source emissions. A comparison of existing versus future vehicular emissions was generated using tiie CaHfomia Air Resources Board (ARB) URBEMIS2002 (URBan EMISsions, 2002 version) computer model. Table 2, Vehicular Etrussions Comparison compares the local air pollution density as a function of specific plan development phases.

Table 2 Vehicular Emissions Comparison

Scenario Existing (2000) Short-term Scenario (2005)1 Change from Existing IsCd-term Scenario (2010) Change from Existing Long-term Scenario (2020) Change from Existing Significance Threshold

ADT 71,147 92,948

+21,801 119,276

+48,130-152,147

+81,000 N/A

ROG 864,1 685.5

-178.6 597.8

-266.3 364.3

-499.8 55

Emissions (lb/day) NOx

1,086.2 942.7

-143.5 824.1

-262.1 437.4

-648.8 55

CO 12,267.1 9,975.9

-2,291.2 8,568.6

-3,698.5 . 4,9253

-7341.8 550

PM-10 604.4 789.7

+185.3 1,011.3

+406.9 1,286.8

+682.4 150

Source: IIRBEMIS2002 Computer Model. l.Project would hot be constructed until 2006; however, emissions for 2005 are considered representative.

As noted in Table 2, ROG, NOx, and CO emissions will decrease (improve) over time due to projected improvements in vehicle emissions technology. ROG, NOx, and CO are primarily exhaust emissions. Vehicles between 2000 and 2020 are forecast to continue to become cleaner :fester than the rate of average daily traffic growth. However, PM-10 emissions fiom roadside turbulence, tire wear, brake dust, etc. depend primarily on average daily travel, which will increase with continued project development While the PM-10 emissions would exceed the significance threshold, gross emissions would still be lower than those projected for the area in the general plan EIR.

The project's anticipated developm.ent intensities are below the threshold densities in the General Plan that wotdd be considered regionally significant impacts. Por ROG, NOx, and CO, the net local emissions reduction (shown in Table 2) indicated that local air quality in the project vidnity will continue to improve. Relative to PM-10, a reduction of these emissions can be accomplished through the City's ongoing efforts at VMT and trip reduction outlined in the general plan, as well as full acconunodation of transit avaHabiiity within the specific plan area. Additionally, regular and effective sweeping of streets and parking lots will reduce the potential for dust and auto-related sources of PM-10 to become airborne. With implementation of the available standard conditions and mitigation measures listed below, the potential PM-10 impacts wotild be reduced to the extent feasible and would be less than significant

Standard City Policies and Requirements

Construction

19





the event there are concerns regarding fugitive dust and compliance with AQMD Rule 403, • Prior to issuance of a grading permit, requires notification of all property owners and tenants with

300 feet of the perimeter of the property of a tentative grading schedule at least 30 days prior to such grading.

• Prior to issuance of a grading permit, the applicant shall demonstrate that the grading/erosion control plan wiH abide by the provisions of AQMD's Rule 403 as related to fugitive dust control,

• During grading and construction operations, the construction disturbance area shall be minimized. • Dming grading and construction operations, wind barriers shall be installed along the perimeter of

the site and/or around areas being graded. • During grading and construction operations, remediation operations, if required, shall be performed

in stages concentrating in single areas at a time to minimize the impact of fugitive dust and noise on the surrotmding areas.

Operations • Dtu"ing operations, streets and parking lots in the specific plan area shall be swept at least once each

week. • Applicants and tenants wiU. implement standard condition for Traffic Demand Management

established by City's Zoning and Subdivision Ordinance.

Mitigation Measures

1. For individual projects affecting 5 or more gross acres (or not subject to SCAQMD Localized • Significance Threshold (LSI) metiiodology) the applicant shall provide a construction air quality plan that includes a phased schedule for construction activities to maintain daily construction emissions at or below SCAQMD construction emission thresholds which are: 75 lbs/day for ROG, 100 lbs./ day for NOx, 550 lbs./day for CO, 150 lbs./day for SO2, and 150 lbs./day for PM-10 or as may be amended by SCAQMD. Emissions can be verified by URBEMIS program output

2. During grading and construction, the appUcant shall be responsible for compliance with the following: .

a. During clearing, grading, earth moving, or excavation, maintain equipment engines in proper tune.

b. After clearing, grading, earth moving, or excavation:

• Wet the area down, sufiicient enough to form a crust on the surface with repeated soakings, as necessary, to maintain the crust and prevent dust pick up by the wind.

• Spread soil binders; and • Implement street sweeping as necessary. • Require aH trucks hauling dirt, sand, soil, or other loose substances and building materials to

be covered, or to maintain a minimiun fieeboard of two feet between the top of the load and the top of the truck bed sides.

c. During grading and construction:

• Use low sulfur fuel (.05% by weight) for construction equipment. » Require the planting of vegetative ground cover as soon as possible on construction sites.

20



Potentially Unless Significant Mitigation Impact Incorporated


3. During grading and construction, the appEcant shall be responsible for the paving of all access aprons to the project site and the maintenance of the paving.

4. Prior to issuance of grading permits, the applicant shall be responsible for assuring that construction vehicles be equipped with proper emission control equipment to substantially reduce emissions.

5. Prior to issuance of grading pennits, the applicant shall be responsible for the incorporation of measures to reduce construction related traffic congestion. Measures to be incorporated in the grading permit and subject to the approval and verification by the Public Works Department, including as appropriate:

• Provision of rideshare incentives. • Provision of transit incentives for construction personnel. » Configuration of construction parking to minimize traffic interference. • Measures to minimize obstruction of tiu'ough traffic lanes. • Use of a flagman to gtiide traffic when deemed necessary.

6. Prior to the issuance of use and occupancy permits, the appHcant shall provide proof to the City's Traffic Engineer that the project has contributed its "fair-share" towards regional traffic improvement systems (i.e., traffic impact fees) for the area. This shall include efforts to s3mchronize traffic lights on streets impacted by project development

7. Prior to the issuance of use and occupancy permits, the appHcant shaU provide proof that energy saving features have been installed in new construction as required by the Uniform Building Code, Features may include: solar or low-emission water heaters, energy efficient appliances, double-glass paned windows, low-sodium parking lights, etc.

b) Expose sensitive receptors to substantial pollutant concentrations? (Soruces: 1,4,5,7,9) D n m D

Discussion: The proposed Specific Plan area is well developed. Implementation of the proposed project including intensification of existing retail/commercial/office uses would not expose sensitive receptors to substantial new pollutant concentrations. The existing project area was previously covered in the EIR for the General Plan update, which looked at the projected air quality impacts for the area. Potential impacts are considered less than significant

c) Create objectionable odors affecting a substantial number of people? (Sources: 1,4,5,7) Q D D H

Discussion: Implementation of the proposed project including intensification of existing retail/commercial/office uses woidd not create objectionable odors, which would affect a substantial number of people and/or sensitive receptors. No adverse impacts are anticipated.

21

ISSUES (and Supporting Information Sources);

d) Conflict with or obstruct implementation of the applicable air quality plan? (Somrces: 1,4,5,7,9)




D D D

Discussion: The proposed project is located in the South Coast Air Basin. This area is tm.der the jurisdiction of the South Coast Air Quality Management District (SCAQMD) and the California Air Resom-ces Board (CARB). The SCAQMD sets and enforces regulations for stationary soturces in the basin. The CARB is responsible for controUtng motor vehicle emissions. The proposed project would not conflict with any of these air quahty plans, nor woiild it obstruct hnplementation of the applicable air quality plans. No adverse impacts are anticipated.

e) Result hi a cumulatively considerable net increase of any criteria pollutant for which the project region is. non-attainment under an applicable federal or state ambient air quality standard (including releasing emissions which exceed quantitative thresholds for ozone precursors)? (Sources: 1,4,5,7)

D n n

Discussion: The proposed project in conjimction with other past, present, and reasonably foreseeable future projects would result in a short-term air quality impact due to construction activities. The addition of emissions to an air basin designated as non-attainment is considered an impact under CEQA The project's incremental contribution to this impact wiU be reduced by Mitigation Measures 1 through 5 listed above. The project's incremental construction impact, after mitigation, is reduced to a level less than significant.

The proposed project in conjtmction ydih other past, present, and reasonably foreseeable future projects would contribute to cinnulative long-term impacts to air quality. The addition of emission to an air basin designated as non-attainment is considered an impact under CEQA. Mitigation Measures 6 and 7 listed above would reduce the impact by reducing the project's mobile and stationary source enussions. The project's incremental impact, after mitigation is reduced to a level less than siûficant

VLTRANSPORTATIGN/TRAFHC Would the project:

a) Cause an increase in traffic which is substantial in relation to the existing traffic load and capacity of the street system (e.g., result in a substantial increase in either the number of F l vehicle trips, the volume to capacity ratio on roads, or congestion at intersections?. (Sotrrces; 1,2,4,5)

n rvFi n

Discussion: The Specific Plan is regulatory in nature and proposes no construction. However, individual projects proposed tmder the specific plan would generate additional vehicular movement on the surrounding street system. A traffic analysis was prepared by Austin-Foust for the Specific Plan and is included as Appendix A. Peak houi intersection capacity utilization (ICU) values for each of the 14 study intersections are shown in Table 2. The City of Huntington Beach recognizes LOS "D" as acceptable for intersection location. Each intersection currentiy operates at level of service (LOS) "D" or better. The Edinger Avenue/Beach Boulevard intersection is a Congestion Management Program (CMP) location which is required by the CMP to maintain LOS "E" or better. The Edinger Corridor Specific Plan is consistent with applicable goals and objectives of the Growth Management Plan (GMP).

22

ICHMBIT f . A ^ ^



Potentially Unless Less Than Significant Mitigation Significant Impact Incorporated Impact No Impact

Table 3 Existing ICU Stimmary

1 Intersection 1. Golden West & McFadden 2. GothardAêrmont & McFadden 3. Huntington Village & McFadden 4. Gothard & Center 5. Huntington Village & Center 6. Pacific Plaza & Center 7. 1-405 SB Ramps & Center 8. Beach & Center

1 9. Golden West & Edinger 10. Gothard & Edinger 11. Mall (West) & Edmger 12. Sher& Edinger 13, Parkside & Edinger 14. Beach & Edinger

AlVVLOS 0.67/B 0.49/A 0.36/A 0.31/A 0.22/A 0.22/A 0.44/A . 0.62/B 0.50/A 0.50/A 0.27/A 0.32/A 0.31/A 0.85/D

PIv^LOS 0.79/C 0.68/B 0.44/A 0.52/A 0.30/A 0.34/A 0.62/B 0.75/C 0.67/B 0.59/A 0.45/A 0.45/A 0.44/A 0.86/D

Signalized? Yes Yes No Yes No Yes Yes Yes Yes Yes Yes Yes Yes Yes

Land Use Summaries

Short-term improvements and mid-term improvements involve relatively littie change in existing land use development; whereas, long-term improvements involve the intensification of land uses along Edinger Avenue with a nuxture of retail, restaurants, entertainment, office, and residential uses to create a major regional serving retail destination. This analysis examines the impacts of long-term improvements on the bttild-out ciroilation system in the specific plan area.

Impact

2025 Traffic Forecasts

Forecasts of future traffic volumes were based on the year 2025 version of the Orange Count}' Traffic Analysis Model (OCTAM 3.1). The OCT AM 3.1 uses OCP2000 demographic data forecasts for Orange Cotmty as the basis for long-range transportation planning in Orange Comity. Long-term improvements consist of land uses consistent with the year 2025 version of the OCTAM 3.1 land use assumptions.

The OCTAM 3.1 traffic forecasts consist of ADT volumes on the circidation system. Peak hour intersection turning movement volumes for the study intersections were derived from the 2025 ADT volumes using a factoring process in which growth factors for each leg of the intersection (Derived from the ADT volumes) were appHed to the individual timcung movement volumes. Appendix B of the Traffic Study (Appendix A of this document) provides a detailed listing of the turning movement volumes and the corresponding growth factors. Figure 6 of the Traffic Study illustrates the 2025 ADT volumes that represent long-term improvements conditions, and Figures 7 and 8 of the Traffic Study show the corresponding AM and PM peak hour volmnes, respectively (Appendix A of this document).

23

m.Iu£l


Project Impact Analysis




To quantify the impact of the Edinger Corridor Specific Plan, ICU values at the study intersections were calculated based on existing lane configurations. Table 4 summarizes the year 2025 ICU values for long-term improvements As this table shows, one study intersection wiU operate above LOS "D" (Beach Boulevard and Edinger Avenue) tmder year 2025 conditions.

Table 4 2025 ICU Summary

Location 1. Golden West & McFadden 2. Gothard/Vermont & McFadden 3. Huntington Village & McFadden 4. Gothard & Center 5. Himtington Village & Center 6. Pacific Plaza & Center 7. 1-405 SB Ramps & Center 8. Beach & Center 9. Golden West & Edinger 10, Gothard & Edinger 11. Mall (West) & Edinger 12. Sher i& Edinger 13. Parkside & Edinger 14. Beach & Edinger

AIVÔS 0.87/D 0.74/C 0.41/A 0.42/A 0.29/A 0.3 8/A 0.48/A 0.86/D 0.66/B 0.73/C 0,36/A 0.45/A 0.44/A l.IO*

PIVVLOS ! 0.88/D 0.72/C 0.39/A a59/A 0.36/A 0.51/A 0.70/B 0.87/D 0.78/C 0.82/D 0.49/A 0.57/A 0.77/C 1.17* 1

* Exceeds LOS "E" standard for CMP intersections

Transportation Improvements

The overall goal for the Specific Plan area can be summarized by the following objectives:

1. Enhance the area's image and identity 2. Uiufy area into a more coherent and visible entity 3. Reinforce Edinger Avenue as a gateway to the area 4. Develop a landscape and streetscape program 5. Enhance visibility of area 6. Expand retail and office uses

Enhancennents to the area's circulation system can be used as a way to help meet the project's goals. These enhancements can be categorized two ways. The first set of enhancements consists of general improvements that would be applicable to the Specific Plan in general. The second set of enhancements consists of improvements specific to tiie deficient intersection location identified above, primarily to increase roadway capacity to a level that would support the planned increase in land use.

24

^•. 4 ^ ^ -





Edinger Avenue

A Precise Plan of Street Improvements for Edinger Avenue - Gothard Street to Beach Boulevard was prepared for the City in 1993 by Norris-Repke, Inc. Each of the recommendations outlined in tiiatplan is still vaHd with the currentiy proposed land use scenarios andeach should be considered when Edinger Avenue is improved.

Additionally, in order to mitigate future traffic conditions, improvements to the deficient intersection is required. As the table below indicates, the intersection improvements identified below result in an acceptable LOS (LOS "E" or better) at the CMP intersection of Beach Boulevard and Edinger Avenue.

2025 with Intersection Improvements ICU Summary

Location 2025 Specific Plan AM PM

14. Beach & Edinger .90 .98

Intersection Improvement Summary

Intersection 2025 Specific Plan 14. Beach & Edinger Add 4fl» NBT, 2"^ WBL, 2>' WBT

Note: NBL - northbound left turn lane, NBT - northbound through lane, NBR - northbotmd right turn lane, etc,

Gothard Street Qassification

Gothard Street is classified in the City's General Plan as a Major Arterial, and in the MPAH as a secondary arterial between Edinger Avenue and McFadden Avenue. The projected 2025 traffic volume of 25,000 vehicles per day on this section of Gothard Street exceeds the maximum typical service volume for a secondary arterial (20,000 vpd). Therefore, a 4-Iane divided roadway designation is more appropriate. The foUowing amendments are recoinmended regarding the street section, ahgnrnent and street classification of Gothard Street between Edinger Avenue and McFadden Avenue.

1. Adopt a required street classification of a Primary Arterial, modified to eliminate on-street parking and incorporate a bike lane.

2. Adopt a 90-foot wide right-of-way requirement for the street section to provide a 4-lane divided street section with bike lanes.

3. Retain the general reahgnment of Gothard Street as identified in Precise Plan of Street Alignment for Gothard Street, revised to incorporate a 90-wide street right-of-way and 74-foot wide roadway.

General Improvements: Many circulation system improvements are appHcable to the Specific Plan area in general. These are the following:

25

»^ 4._nQ




• a D m g) Conflict with adopted policies supporting alternative transportation (e.g., bus tumoi^, bicycle racks)? (Sources: 1,2,4,5,9)

f

Discussion: The proposed project would not conflict with adopted policies supporting alternative transportation (e.g., bus ttmnouts, bicyde racks). No adverse impacts would occur,

VIL BIOLOGICAL RESOURCES. Would tite project

a) Have a substantial adverse effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special status spedes in local or regional plans, policies, or regulations, or by the Califomia Department of Fish and Game or U.S, Fish and WildUfe Service? (Sources: 1,4,5)

D D D m

Discussion: The properties -within the vidnity of the proposed project indude previously developed sites vwtitin urbanized City of Huntington Beach. The surroimding area is predominaniiy commerdal with few residential uses. There are no state and. federal wildlife habitats of sensitive spedes in these areas. No adverse impacts would occur.

b) Have a substantial adverse efiecfc on any riparian habitat or other sensitive natural community identified in local or regional plans> policies, regulations, or by the Califonua Department of.Fish and Game or US Fish and Wildlife Service? (Sources: 1,4,5)

n n n iii

Discussion; The project site and the area in the vidnity are predominantiy developed. There are no riparian habitat or other sensitive natural communiiy in the area. No adverse impacts would occur.

c) Have a substantial adverse effect on federally protected wetlands as defined by Section 404 of the Qean Water Act (including, but not limited to, marsh, vernal pool, coastal, etc.) througji direct removal, filling, hydrological • interruption, or other means? (Sources: 1,4,5)

D n D

Discussion: The proposed project does not indude wetlands, vernal pools, or wildlife corridors. Consequenfly, the project would not have an adverse impact on such biological resources.

d) Interfere substantially with the movement of any native resident or migratory fish or wildlife spedes or with established native resident or migratory wildlife corridors or unpede the use of native wildlife nursery .sites? (Sources: 1,4,5)

D D •

Discussion: The project site is not located within any wildHfe corridors, audit does not impede the use of native wildlife nursery site. There are no such sites in the vicinity of the project site. No adverse impacts would occur.

27


Potentially Unless Less Than -_-._,_ Significant Mitigation Significant

ISSUES (and Supporting hiformation Sources): i^^^^^ Incorporated Impact No Impact

e) Conflict with any local policies or ordinances protecting biological resources, such as a tree preservation policy ^^ P ] [H [D 13 ordinance? (Sources: 1,4,5)

Disctission: The project does not conflict with any local polides. No adverse impacts would occur.

f) Conflict with the provisions of an adopted Habitat [D IZI O 13 Conservation Plan, Natural Community Conservation Plan, or other approved local, regional, or state habitat conservation plan? Sources; 1,4,5)

Discussion: The proposed project area is not located within an established HCP, NCCP, or other habitat planning area. N o adverse impacts would occur.

V i n . M I N E R A L R E S O U R C E S . Would tiie project:

a) Result in the loss of availability of a known mineral D P I P I (xl resource that would be of value to the region and the residents of the state? (Sources:_l, 4,5)

Discussion: Based on the Himtington Beach General Plan, the proposed project is not located within any designated or known mineral resource zones. Consequentiy, the project does not result in the loss of knov«\ mineral resources of either statewide or local importance. No significant impacts to natural resources would occur.

b) Result in the loss of availability of a locally-important mineral resource recovery site delineated on a local general [H [ H CI Ix| plan, specific plan, or other land use plan? (Sources: 1,4,5)

Discussion: Based on the Huntington Beach General Plan, there are no mineral resource recovery sites in the area. No significant impacts to mineral resources would.

IX. H A Z A R D S A N D H A Z A R D O U S M A T E R I A L S . Would the project

a) Create a sigruficant hazard to the public or the environment through the routine transport, use, or disposal of hazardous Q n f l i5cl materials? (Sources: 1,4,5)

Discussion: The proposed improvement and expansion of the Edinger Corridor area pursuant to the proposed Specific Plan would not entail routine transport, use, or disposal of hazardous materials. No adverse impacts would occur.

b) Create a significant hazard to the public or the environment through reasonably foreseeable upset and acddent P I F l (3^1 f l conditions involving the release of hazardous materials into the environment? (Som-ces: 1,4,5)

28

m rm


Potentially. Significant



Discussion: Prior to demoHtion of existing buildings, the potential for presence of lead-based paint and Asbestos Containing Materials (ACMs) shall be investigated. H the presence of lead-based paint or ACMs is suspected, proper precautions shall be taken during demofition activities. Additionally, the contaminants shall be remediated and removed in compliance with City, State, and Federal Standards (induding OSHA). The impacts are considered less than significant.

c) Emit hazardous enussions.or handle hazardous or acutely hazardous material, substances, or waste within one-quarter rrale of an existing or proposed school? (Sources: 1, 4,5)

D D n

Discussion: The northwestern section of the project area is occupied by Golden West College, however, the proposed project is not anticipated to emit hazardous emissions or handle hazardous materials or waste. The impacts are considered less than significant

d) Be located on a site which is included on a list of hazardous materials sites compiled ptursuant to Government Code P] Section 65962.5 and, as a result, would it create a significant hazard to the public or the environment? (Sources: 1,4,5)

Discussion: Please refer to discussion IX b).

e) For a project located within an airport land use plan or, r~j where such a plan has not been adopted, within two rrdles of a public airport or public use airport, would the project result in a safety hazard for people residing or working in the project area? (Sources: 1,4,5)

n n

n D

Discussion: The proposed project site is not located within an airport land use plan, within two utiles of a pubHc airport or public use airport Therefore, the project would not result in a safety hazard for people residing or working in the project area. No adverse impacts would occur.

n D £) For a project within the vidnity of a private airstrip, would Q the project result in a safety hazard for people residing or worldng in the project area? (Sotirces: 1,4,5)

Discussioiu The Specific Plan area is not located within the vicinity of a private airstrip; therefore, it would not result in a safety hazard for people residing or working in the project area. No adverse impacts would occur.

g) Imp air implementation of or physically interfere with an adopted emergency response plan or emergency evacuation plan? (Sources: 1,4,5)

D D D

Discussion: The proposed project would not residt in any impediments to emergency response or evacuation plans, and it would not disrupt or impair use of the City's evacuation routes. No adverse impacts are antidpated.

29

' ^ ^ .


h) Expose people or structures to a significant risk of loss injury, or death involving wUdland fires, induding where wUdlands are adjacent to urbanized areas or where residences are intermixed with wUdlands? (Sources: 1,4,5)




n D D gl

Discussion: The proposed project is located in the established urbanized area of Huntington Beach. No adverse impacts would occur.

X. NOISE. Would the project result in:

a) Exposure of persons to orgeneration of noise levels in excess of standards established in the local general plan or noise ordinance, or appMcable standards of other agencies? (Sources: 1,4,5)

D D n

Discussion: The Qty of Huntington Beach General Plan Noise Element identifies limits for construction and long-term noise. The sound level lunit for all residential areas is 65 CNEL for outdoor and 45 CNEL for indoor areas. The proposed project site is developed and in an urbanized location with ambient background noise levels. The prindpal source of noise on the project site and in the vidruty of the site is vehicular traffic.

"The proposed project has the potential to increase noise levels in the sturrounding area due to construction activities. However, tiiis noise level would not exceed the standards established in the local general plan or noise ordinance, or applicable standards of other agendes. Residential uses near the project may experience audible noise levels fiom construction activities. Excluding pile driving, the types of construction activities (rough grading, paving, btulding construction, and landscaping installation) -associated with the proposed project would not generate high levels of noise in an area that is already developed. Additionally, construction activities would be subject to compliance with the Himtington Beach Noise Ordic\ance which limits the hours of construction to the hours of 7:00 a.m. to 8:00 p.m./ Monday through Saturday, and will help to minimize the potential construction noise impacts. With existing ambient traffic noise levels, compUance with Chapter 8.40 Noise of the Huntington Beach Mtmicipal Code regarding decibel levels, and Mitigation Measures! and 2 below, the potential impact from construction activities would be reduced to a level less than significant.

Standard City Policies and Requirements

Diiring demoHtion, grading, site development, and/or construction, the following shall be adhered to:

• Comply with AQMD Rule 403, particularly to minimize fugitive dust and noise to surrounding areas.

• Remediation operations, if reqxtired, shall be performed in stages concentrating in single areas at a time to minimize the impact of fugitive dust and noise on the stirrounding areas.

• All Huntington Beach Zoning and Subdivision Ordianance and Municipal Code requirements induding the Noise Ordinance. AH activities including truck deliveries assodated with construction, grading, remodeling, or repair shall be limited to Monday - Saturday 7:00 AM to 8:00 PM. Such activities are prohibited Sundays and Federal holidays.

30

/^33




Although pile driving would comply with the Htmtington Beach Noise Ordinance time Emits on construction, these noise levels could be disturbing and therefore represent a short-term sigruficant impact. The following measures would substantially reduce noise impacts associated with pile driving:

Implement alternate pile-driving technology, such as vibratory pile-driving or bore and drop piles, where feasible, in consideration of geotechnical and structural requirements and conditior\s; Erect temporary plywood noise barriers around the pile driving activities sufficient to break the line of sight to sensitive receptors; Utilize noise control blankets on the driving head to reduce noise generation; Monitor the effectiveness of noise attenuation meastu*es by taking periodic (weekly) noise measurements at affected sensitive receptors; Designation of a construction complaint manager for the project; and Notification to neighbors of the project construction area at least 30 days in advance of pile-driving activities.

The impact on long-term noise level is not considered significant, as the project site is already developed and located in an inrbanized area. Intensification of the existing uses and construction of new uses have the potential to increase the existing noise levels; however, the increased noise level would not exceed the noise thresholds. Therefore, the impact would be less than significant

Mitigation Measures

1. Prior to issuance of grading permite, the applicant shall submit and have approved a noise mitigation plan to the Planning Department that will reduce or mitigate short-term noise impacte to nearby noise sensitive receptors. The plan shall comply with the City of Huntington Beach Noise Ordinance and shall indude, but not be Innited to:

A. A criteria of acceptable noise levels based on type and length of exposmre to construction noise levels.

B. Physical reduction measures such as temporary noise barriers that provide separation between the source and the receptor; temporary soundproof structures to house portable generators; and

C. Temporary generators (if utilized) shall be located as far as practical from sensitive noise receptors.

D. Mitigation measures such as restrictions on the time of construction for activities resulting in high noise levels.

2. Prior to issuance of grading permits, the applicant shall produce evidence acceptable to the City Engineer that

A. All grading and construction vehicles and equipment, fixed or mobile, shall be equipped and maintained with effective muffler systems that use state of the art noise attenuation.

B. Stockpiling and/or vehide staging areas shall be located as far as practicable fiom sensitive noise receptors.

C. AH operations shall comply with the Qty of Himtington Beach Noise Ordinance.

31

imrifiilis d^ Lf-'yiLJi


b) Exposure of persons to or generation of excessive groundbome vibration or groundbome noise levels? (Sources: 1,4,5)

Discussion: Please refer to discussion X a),

c) A substantial permanent inaease,in ambient noise levels in the project vicinity above levels existing without the project? (Sources: 1, i, 5)



n

D D

D

13

D

n

Discussion: The proposed project site is well developed. Over the long-term, implementation of the project would not result in a substantial permanent increase in ambient noise levels in the project vicinity above levels existing without the project The increase in existing noise levds would be less than significant

d) A substantial temporary or periodic increase in ambient noise levels in the project vicinity above levels existing without the project? (Sources: 1,4,5)

n m n n

Discussion: Some noise on a temporary basis, related to limited construction activities may occur. However, since the site is already well developed, this increase would not exceed the levels existing without the project. The existing traffic is antidpated to mask some of the construction noise. Please see the.discussion and mitigation measures section a, above.

e) For a project located within an airport land use plan or, where such a plan has not been adopted, wltiun two rrules of a pubhc airport or public use airport, would the project expose people residing or working in the project area to excessive noise levels? (Sources: 1,4,5)

D n D El

Discussion: The proposed project is not located within an airport land use plan or within two miles of a public .airport or pubUc use airport Therefore, the proposed project would not result in exposing people to excessive noise levels. No adverse impacts would occur.

For a project within the vidnity of a private airstrip, would the project expose people residing or working in the project area to excessive noise levels? (Sources: 1,4,5)

n n n

Discussion: The proposed project is not located within the vicinity of a private airstrip. No adverse impacts would occur.

32


XI. PUBLIC SERVICES. Would the project result in substantial adverse physical unpacts assodated with the provision of new or physically altered governmental fadhties, need for new or physically altered governmental fadhties, the construction of which could cause sigruficant environmental impacts, in order to maintain acceptable service ratios, response times or other performance objectives for any of the public services:

a) Fire protection? (Sources: 1,2,4,5)



D D D

Discussion: The City of Huntington Fire Department serves the project area firom the Murdy Station at 16221 Gothard Street. The project has been reviewed by the Fire Department for coinpHance with all applicable City codes. With implementation of standard conditions of approval, and compliance with City specifications, the impacts would be less than significant,

b) Police Protection? (Sources: 1,2,4,5) D D n Discussion: The City of Huntington Beach Police Department serves the project area. The City's General Plan identifies a police substation within the Crossings (BeUa Terra) at Huntington Beach Specific Plan SP13 project site. The Qty's main police station is located at 2000 Main Street. The project has been reviewed by the Police Department for compliance with all applicable City codes. With implementation of standard coriditions of approval, and compliance with City specifications, the impacts wotild be less than significant.

c) Schools? (Sources: 1,2,4,5) D D D

Discussion: The project area is located within the Oceanview School District. There are no elementary, jtmior high, or high schools wtithin the project area. Golden West College, a member of the Coast Conununity College District, is located on 15744 Goldenwest Street. No adverse impacts wotild occur.

d) Parks? (Sources: 1,2,4,5) D n n Discussion: The project has been reviewed by the City's Parks and Recreation Department for comphance with aU apphcable City codes. With implementation of standard conditions of approval, and compHahce with City specifications, the impacts would be less than significant.

e) Other public facilities or governmental services? (Sources: p~[ L2,4,5)

D D

Disdission: No other public facilities or goverrunental services would be impacted by the proposed projects. No adverse impacts woidd occur.

33

^ • ^ . .

ISSLJES (and Supporting Infonnation Sources):

XIL UTILITIES AND SERVICE SYSTEMS. Would the project

a) Exceed wastewater treatment requirements of the applicable Regional Water Quality Control Board? (Sources: 1,2,4,5)



D D D

Discussion: Adequate facilities exist for the current service needs of the area. The project would not exceed wastewater treatment requirements of the appHcable Regional Water Quality Control Board. The project wiU be required to m.eet National Pollution Discharge Elimination Standards for discharge into storm drains. With implementation of standard conditions of approval, and compHance with City specificatioiis, the impacts would be less than significant.

b) Require or result in &e construction of new water or wastewater treatment facilities or expansion of existing fadhties, the construction of which could cause significant envirorunental effects? (Sources: 1,2,4,5)

D D n

Discussion: The City of Himtington Beach is responsible for the review and approval of die collection of wastewater within the project area. The Orange County Sanitation District (OCSD) is responsible for the treatment of wastewater. The City system ultimately is collected by the Sanitation District via their tnmk and distribution lines to convey sewage to District Plant #5, located in Fotmtain Valley, and District Plant #2 in Huntington Beach. There is ctrcrentiy adequate wastewater capadty to serve the project area. No major pubUc water facilities are antidpated. With future development required to comply with implementation of standard conditions of approval, and compliance with City specifications, the impacts would be less than significant

c) Require or result in the construction of new storm water drainage facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? (Sources: 1,2,4,5)

D n m D

Discussion: The City of Huntington Beach and the Orange Coimty Flood Control District are the agendes responsible for the flood control system in the project vidnity. A regional flood control channel exists along the western boimdary of the site. Development in the area wiH partidpate in addressing storm drainage defidendes that may cause flooding to Gothard Street south of Edinger and along the County's flood control channel which is east of Gothard Street. The City's Storm Drain Master Plan identifies the following storm drain improvements to minimize flooding: 1) 27" RCP along Edinger between Beach Boulevard and the OCFCD channel; 2) 30" RCP parallel to and west of the OCFCD channel; and 3) 33" RCP along Gothard north of Edinger. AH utilities infrastructure necessary to serve development within the project area wiU be completed concurrent with project development. With implementation of standard conditions of approval and compHance with City specifications, the impacts would be less than sigruficant.

d) Have suffident water suppties available to serve the project fiom existing entitiements and resoiuces, or are new or expanded entitlemente needed? (Sources: 1,2,4,5)

D D 11 D

34


XIII. AESTHETICS. Would the project-a) Have a substantial adverse effect on a scenic vista?

(Sources: 1,2,4)

Potentially Sigruficant Impact



D D D

Discussion: The proposed Edinger Corridor Specific Plan would not adversely affect any scenic vista or visual resoxu*ces. The project area is developed, and there are no scenic resources in the vicinity of the project site. No adverse impacts would occur.

b) Substantially damage scenic resources, including, but not limited to, trees, rock outcroppings, and historic bttildings within a state scenic highway? (Sources: 1,2,4)

D n D m

Discussion: There are no state scenic highways in the proposed project area. The Edinger Corridor Specific Plan includes measures and guidelines to mitigate the potential impacts of futiu*e expansion. These measures indude height, setback, and various edge treatments, i.e., landscape, screening, walls, and fences. No adverse impacts would occur.

c) Substantially degrade the existing visual character or quality of the site and its surroimdings? (Sources: 1,2,4) Q n n

Discussion: Aesthetically, the existing Edinger Corridor is an expansive, vehicular-oriented area that lacks a strong identity and character. The wide streets within and adjacent to the project area and lack of pedestrian linkages between key areas contribute to the current state of the project area. The area indudes a series of strip stores with vast parking lots, located along Edinger Avenue, which further discourage pedestrian activities. Additionally, major streets lack sufficient landscaped setbacks, special paving treatments, and site furnishings. It is antidpated that implementation of the Specific Plan would improve the visual character of the area. Compliance with extensive design guidelines and City standards would ensure that less than significant impacts would result.

d) Create a new sotuce of substantial light or glare which would adversdy a£6ect day or nighttime views in the-area? (Sources:!, 2,4)

n n n Discussion: Although tiie project would result in an increase in tight and glare in the area, due to the existing light sources in the area, the project's contribution to ambient lighting in the area is considered negligible. Additionally, the Specific Plan's design guidelines provide measures that would reduce the potential impacts to less than sigruficant levels. The type and location of parking area and building lighting would, preclude direct glare onto adjoining property, street, or skyward. Lighting systems would be designed for two operating levels; a higher intensity lighting for business operating hours and a reduced intensity level for non-operating hours. Use of indirect lighting fixtures would include proper shielding of the light source to prevent spilling over into residential areas and public right-of-way. Exterior lighting of pedestrian walkways would be provided within private development Pedestrian walkway fighting levels wotild be set relative to the level of security necessary. With these measures and additional City standards, the impacts would be less than significant

36

C

j Potentially

y

Significant Potentially Unless Less Than Significant Mitigation Significant

ISSUES (and Supporting Infonnation Sources); Impact Incorporated Impact No hnpact

X I V . C U L T U R A L R E S O U R C E S . Would the project:

a) Cause a substantial adverse change in the significance of a CH CH H] ® historical resource as defined in 515064.5? (Soiuces: 1,2,4, 5,6,10)

Discussion: The project site does not contain any historical resources. No adverse impacts would occur.

b) Cause a substantial adverse change in the significance of an archaeological resource pursuant to 515064.5? (Sources: 1, [D IZ] D S 2,4,5,6,10)

I Discussion: Given that the Specific Plan area occurs in a developed portion of the City that is developed 1 with urban uses, there is low probability of encoimtering significant archaeological resources. There are I also no known archaeological sites within the area. Accordingly, implementation of the proposed project I wotild not sigruficanfly affect archaeological resources. No adverse impacts would occur.

I c) Directiy or indirectly destroy a unique paleontological \ resource or site unique geologic feature? (Sources: 1,2,4,5, ["1 f l PI 13c] I 6,10)

Discussion: Since the Specific Plan area is located in a developed urbanized portion of the City, the likelihood of encountering any significant paleontological resources is very low. Therefore, implementation of the proposed project would not significantiy affect paleontological resources. No

1 adverse impacts would occur. 1 k

I d) Disturb any human remains, induding those interred I outside of formal cemeteries? (Sources: 1,2,4,5,6,10) CU [ 3 F] S

j Discussion: Since the project site is fully developed, encountering human remanis is not expected during I construction activities. Should human remains be encotmtered, state law reqtures that disturbance of the I area cease and the appropriate authorities be notified immiediately. No adverse impacts would occiu*. I j XV. RECREATION. Would the project:

a) Would the project increase the use of existing D [~] lEl f l neighborhood, community and regional parks or other recreational fadlities sudi that substantial physical deterioration of the fadlity would occur or be accelerated? (Sources: 1,2,4)

Discussion: The proposed project intends to improve and supplement the existing development by providing opportunities for new retail/commerdal, office, hotel, and residential. The existing recreational fadlities and parks may be utilized by the residents and the employees of the proposed project However, the proposed project would not increase use of existing neighborhood and community parks or other recreational fadhties in the area sigiuficantiy, because the project would not introduce a large niunber of residents to the existiiig commimity and impact fees would bre required. Therefore,

37

I Potentially I Significant I Potentially Unless Less Than I Significant Mitigation Significant i ISSUES (and Supporting Infonnation Sources): Ijjipact Incorporated Impact No Impact

potential impacts to existing parks and recreational fadlities wotdd be less than significant

b) Does the project indude recreational fadlities or reqtiire the 1 construction or expansion of recreational facilities which Q p j f l jx| j might have an adverse physical effect on the environment? i (Sources: 1,2,4)

Discussion: The project does not indude recreational facilities and does not reqitire the construction or [ expansion of recreational facilities. No adverse impacts would occur . f \ c) Affect existing recreational opportunities? (Sources: 1,2,4) [^ Q |x] []] i i \ I Discussion: Refer to discussion a), above. s s

1 XVI . A G R I C U L T U R E R E S O U R C E S . In determining I whether impacts to agricultural resources are significant I envirorunental efiects, lead agendes may refer to the I California Agricultural Land Evaluation and Site I Assessment Model (1997) prepared by the Califomia I Dept of Conservation as an optional model to use in I assessing impacts on agriculture and farmland. Would

1 the project:

1 I a) ConvertPriineFarmland, Unique Farmland, or Farmland - r i r i rn [^

of Statewide Importance (Farmland), as shown on the maps prepared pursuant to the Farmland Mapping and Monitoring Program of the CaHfomia Resources Agency, to non-agricultural use? (Sources: 1,4)

Discussion: The existing areas within Edinger Corridor specific plan and new retail/commercial, office, and other uses to be added are within the well-established urbanized portion of the Qty of Huntington Beach. There are no agricultural operations or resources that would be affectsd by the project, no designated unique or itnportant farmlands in or surrotmding the project area, and no agricultural zones

No adverse impacts would occur. « r uses.

b) Conflict with existing zoning for agrioiltural use, or a F l r i f l ' f3cl Wflliamson Act contract? (Sources: 1,4)

Discussion: The area within the Edinger Corridor Specific Plan is not zoned for agricultural use. It is an area designated for retail/commerdal, office, and other related uses, and the project area is not adjacent to active farming areas. No adverse impacts would occur.

c) involve other changes in the existing environment which, F l PI I3cl F l due to their location or nature, could result in conversion of Farmland, to non-agricultural use? (Sources: 1,4)

38

? . -sT?a .^^ |p^ f ^ g ) ',

ISSUES (and Supporting Infonnation Sources):




Discussion; The proposed project would n o t involve other changes in the existing environment that could restdt in conversion of farmland, to non-agricultural use. No adverse impacts would occur.

XVn.MANDATORY FINDINGS OF SIGNIFICANCE.

a) Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish Q EI! [13 lEl or wildlife spedes, cause a fish or wildlife population to drop bdow self-sustaining levels, threaten to diminate a plant or animal conununity, reduce the nmnber or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of Califomia history or prehistory? (Sources: 1,4,5)

Discussion: There are no sigruficant wildlife or biological resources on the site; therefore, the project would not substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop b d o w self-sustaining levels, threaten to eliminate a plant or animal commimity, or reduce the number or restrict the range of a rare or endangered plant or animal. No adverse impacts would occur.

b) Does the project have impacts that are individually limited, but cumulativdy considerable? ("Cumulatively D PI f5ci fH considerable" means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, ihe effects of other onrent projects, and. the effects of probable future projects.) (Sonrces; 1,4,5)

Discussion: See discussion of items no. I through XVI above. After implementation of standard d t y pot ides and conditions and proposed mitigation measures, the project w o u l d no t have impacts that could be cumulatively considerable. The cumulative impacts fiom the proposed project are less than significant.

c) Does the project have environmental effects which wDl cause substantial adverse effects on human beings, either directiy or indirectiy? (Sources: 1,4,5) d n n

Discussion: See discussion of items no. I through XVI above. Potential envirorunental impacts which would cause adverse impacts to human beings have been mitigated for air quality and noise. The impacts from the project are less than significant.

39

."TTA /NLfes B^Kr? kir \ 7^~-yj I

XVIII. EARLIER ANALYSES.

Earlier analyses may be used where, pursuant to tiering, program EIR, or other CEQA process, one or more effects have been adequately analyzed in an earlier EIR or negative dedaration. Section 15063 (c)(3)(D).

Earlier Documents Prepared and Utilized in this Analysis:

Reference # Document Title

1 City of Himtington Beach General Plan

Edinger Corridor Specific Plan

Ciiy of Huntington Beach Zoiung and Subdivision Ordinance

Available for Review at;

Qfy of Huntington Beach Planning Dept, Planning/Zoning Information Coimter; 3rd Floor 20001vIainSt Huntington Beach

Cmrently under City review

10

11

City of Huntington Beach Environmîtal Impact Report for General Plan Update

City of Huntington Beach General Plan Technical Backgrotind Report for General Plan Update

City of Huntington Beach Historic District Location Map, Historic and Cultural Resoiirces Element

Air Quality Handbook, South Coast Air Quality Management District

City of Huntington Beach Munidpal Code

City of Himtington Beach CEQA Procedures Handbook

City of Htmtrngton Beach Archaeological Site Vidnity Map

Edinger Corridor Traffic Analysis (Addendum to November 16,2004 Traffic Analysis)

Qty of Himtington Beach City Qerk Office, 2^ Floor 2000 Main Street Hrmtington Beach

Ciiy of Huntington Beach Planning Dept Planning/Zoning Information Counter, 3«* Hoor 2000 Main Street Huntington Beach

40

C7^—~-~

Joseph Abhulimen Steve Semingson Office of Ratepayer Advocates Managing Member California Public Utilities Commission 7777 Center Avenue, Suite 300 505 Van Ness Avenue Huntington Beach, CA 92647 San Francisco, CA 94102 Brewster Fong Ken Lewis Office of Ratepayer Advocates Energy Division California Public Utilities Commission California Public Utilities Commission 505 Van Ness Avenue 505 Van Ness Avenue San Francisco, CA 94102 San Francisco, CA 94102

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