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HomeMy WebLinkAboutItem 4b: Purchase and Sale Agreement - RusnakSTAFF REPORT Development Services Department DATE: May 21, 2013 TO: Honorable Mayor and City Council acting as the Successor Agency to the Arcadia Redevelopment Agency FROM: Jason Kruckeberg, Assistant City Manager /Development Services Director By: Jerry Schwartz, Economic Development Manager SUBJECT: PROPOSED PURCHASE AND SALE AGREEMENT, ESCROW INSTRUCTIONS, DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS, AND NEGATIVE DECLARATION FOR THE SALE OF 21 MORLAN PLACE, 101 -111 NORTH SANTA ANITA AVENUE, 121 -159 NORTH SANTA ANITA AVENUE, AND ASSESSOR PARCEL NO. 5775- 025 -908 BY THE CITY OF ARCADIA AS THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA TO THE PAUL P. RUSNAK FAMILY TRUST, FOR THE EXPANSION OF RUSNAK MERCEDES BENZ Recommendation: Approve Negative Declaration, Purchase and Sale Agreement and Escrow Instructions, and Declaration of Covenants, Conditions, and Restrictions SUMMARY Rusnak Mercedes Benz and the Arcadia Redevelopment Agency (Agency) have been working to expand the dealership since 2001. The Agency assembled an approximate 1.95 acre site in 2010 and 2011 for expansion of the dealership on Santa Anita Avenue. Agreements in 2011 and 2012 were stalled first by the State's elimination of redevelopment and then by new legislation that created the requirement to development a Long Range Property Management Plan before selling any real estate holdings. Arcadia's Long Range Plan was approved on April 4, 2013. Since that time, the City, as Successor Agency, and Rusnak have worked quickly to reach agreement on a Purchase and Sale Agreement (Agreement) and Covenants, Conditions, and Restrictions (CC &Rs) to sell the four adjoining properties for expansion of the Mercedes Benz dealership. Those two documents, and a Negative Environmental Declaration have been completed. If approved by the Successor Agency, the Agreement and CC &Rs would then be presented to the Oversight Board and the DOF before they can be implemented. Purchase and Sale Agreement — Rusnak May 21, 2013 Page 2 BACKGROUND Rusnak started selling cars in Arcadia in 2000. Starting in 2001, Rusnak and the Arcadia Redevelopment Agency (Agency) began efforts to expand the dealership. It was listed as the highest priority in Agency documents going back to 2002. In 2004, the Agency and Rusnak approved a Land Assembly and Development Agreement (LADA) that would have allowed Rusnak to expand the Mercedes Benz dealership along Huntington Drive. The Agency purchased the Arcadia Self Storage property in 2006 and 21 Morlan Place in 2008 as part of implementing the LADA. However, the Agency was unable to acquire the additional properties and the LADA was never fully implemented. In 2008, Rusnak and the Agency entered into two leases, one to use the parking lot at 21 Morlan Place to store cars, and a second to use the basement and ground floor of Arcadia Self Storage for the Parts Department. Rusnak continues to lease both properties. In 2010, the Agency directed that efforts be made to acquire the two commercial properties on Santa Anita Avenue to combine with 21 Morlan Place to assemble a 1.95 acre parcel with frontage on Santa Anita Avenue. The final parcel, the Dahlgren property on Santa Clara Street, was purchased in 2011. During 2011, the Agency and Rusnak negotiated the terms of a Disposition and Development Agreement (DDA) to sell the 1.95 acre site for the expansion of Rusnak Mercedes Benz, including a new showroom with Santa Anita Avenue frontage. In August 2011, the State Supreme Court put a freeze on new redevelopment agreements before the DDA could be scheduled for City Council consideration. In July 2012, Rusnak signed a Purchase and Sale Agreement, the first step toward a post - redevelopment, market rate land transaction that would lead to the expanded dealership and the new showroom. When AB 1484 was approved by the legislature in June 2012, it again stopped these efforts. AB 1484 required a new document, called a Long Range Property Management Plan (Plan), to be prepared by the Successor Agency to guide the disposition of former Agency properties. The Plan could only be submitted to the Department of Finance (DOF) after certain other steps were completed. The Arcadia Successor Agency drafted its Long Range Plan in advance of the timelines identified in AB 1484. After approval of the Plan by the City Council, acting as the Successor Agency, and the Oversight Board, the Long Range Plan was submitted to the DOF on January 17, 2013. The DOF began its review of the Long Range Plan on February 11. On April 4, the DOF submitted a letter approving the Long Range Plan. The approval required that any real estate transactions be submitted to the Oversight Board and to the DOF. Nonetheless, the approval provided the opportunity to restart negotiations with Rusnak about expansion of the dealership. Purchase and Sale Agreement — Rusnak May 21, 2013 Page 3 DISCUSSION On April 12, 2013, Paul Rusnak signed a new Purchase and Sale Agreement ( "Agreement ") (attached) that, like previous agreements, would have him purchasing the four properties and building a new showroom on Santa Anita Avenue. Rusnak would purchase the properties for $2,830,311. The new construction would have a value of at least $10 million, with construction finishing within 18 months of receiving a building permit. The Successor Agency would be required to demolish the two Santa Anita Avenue buildings. The Successor Agency approved the demolition contract at the May 7 City Council meeting. Abatement work, as a first step toward demolition, will begin in the next few weeks. The Agreement requires the dealership to continue to sell and lease new and used Mercedes Benz vehicles for ten (10) years after receiving a final Certificate of Occupancy. Rusnak is required to generate at least $800,000 in annual sales tax to the City of Arcadia for ten years. This threshold has been used through the previous agreements. A companion document, also signed by Rusnak, is the Covenants, Conditions, and Restrictions (CC &Rs). The CC &Rs further detail the obligations of the Successor Agency and Rusnak. It enumerates the process for the Successor Agency to collect liquidated damages if Rusnak constructs improvements that are less than $10 million in value, and /or if Rusnak does not meet the $800,000 sales tax threshold in any one year. There is a section that obligates Rusnak to complete public improvements as part of the project. The CC &Rs require the Successor Agency to expedite the entitlement and plan check processes. It also provides the Successor Agency sole discretion to approve or reject an effort by Rusnak to sell the dealership to an entity that is not affiliated with his family, or a request to change the manufacturer of vehicles that can be sold at the dealership from Mercedes Benz. While the CC &Rs necessarily protect the City and Successor Agency, the expectation is that Rusnak will successfully build and operate the expanded dealership, and that it will be very good for Rusnak and the City of Arcadia. If the Purchase and Sale Agreement and CC &Rs are approved, they will be presented to the Oversight Board and then forwarded to the Department of Finance (DOF) for final approval. Since the terms of the deal are the same as those described in the Long Range Property Management Plan, the DOF review should be fairly brief. The proceeds of the land sale will be shared with the taxing entities, including the City of Arcadia. Purchase and Sale Agreement — Rusnak May 21, 2013 Page 4 CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) An Initial Study was conducted based on the project description and site plan provided by Rusnak. It was determined that a Negative Declaration was appropriate for this project. These steps were completed in compliance with the California Environmental Quality Act (CEQA). Notice of the environmental review for this project was published in the Arcadia Weekly. The Initial Study and Negative Declaration are attached. FISCAL IMPACT The City will benefit from the $2,830,311 generated by the land sale. The proceeds of the land sale will be shared with the affected taxing entities, which include the City. The City's will receive approximately 9.5% of any proceeds as well as the same portion of any future property tax values. Assuming $10 million in improvements are made, the taxable value of the property will be $12.8 million upon build out. As such, the City would receive approximately $12,200 per year in additional property taxes annually. Sales tax from the expanded dealership will accrue to the City during the ten years that it is required to be open and operating. At the minimum threshold of $800,000 in sales taxes received, the total 10 -year value will be approximately $8,390,500 in General Fund revenues. The table below summarizes the total anticipated revenues. Anticipated City Revenue (in present dollars) Revenue Basis One Year Value 10 Year Value Land Sale (one -time) 9.5% of $2,830,311 $268,880 $268,880 New Property Taxes $12.8 million in value x 1 % property tax rate x 9.5% City Share $12,160 $121,600 Sales Taxes $800,000 minimum $800,000 $8,000,000 Total $1,081,040 $8,390,480 Purchase and Sale Agreement — Rusnak May 21, 2013 Page 5 RECOMMENDATION Approve the Negative Declaration, Purchase and Sale Instructions, and Declaration of Covenants, Conditions, and P. Rusnak Family Trust for the expansion of Rusnak Mercede Approvod: Dominic Lazzar t City Manager Agreement and Escrow Restrictions with the Paul s Benz. Attachment: Purchase and Sale Agreement Initial Environmental Study and Negative Declaration AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS Design Escrow Escrow No: 128 East Huntington Drive, Suite B Arcadia, CA 91006 Attention: Shelley Malicek ( "Escrow Holder ") THIS AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS ( "Agreement ") is dated for reference purposes as of this i 2 day of April, 2013, by and between the CITY OF ARCADIA AS SUCCESSOR AGENCY TO THE ARCADIA REDEVELOPMENT AGENCY, a public entity ( "Seller"), and PAUL P. RUSNAK FAMILY TRUST or nominee ( "Buyer"). This Agreement is made with reference to the following facts: RECITALS A. Seller is the Successor Agency ( "Agency ") to the Arcadia Redevelopment Agency ( "RDA "). Buyer owns or controls ownership of a Mercedes Benz automobile dealership located at 55 West Huntington Drive in the City of Arcadia ( "City "), Los Angeles County, California ( "Dealership "). B. Commencing in 2004, RDA and Buyer negotiated a Land Acquisition and Development Agreement which anticipated expansion of the Dealership. RDA subsequently acquired title to various parcels located in the immediate vicinity of the Dealership, as more particularly described in Exhibit "A" attached hereto and are hereafter collectively referred to as the "Agency Property." Negotiations regarding conveyance of the Agency Property to Buyer were most recently memorialized in a draft Disposition and Development Agreement prepared by the RDA and dated June, 2011. C. Recent California legislation has resulted in the disestablishment of the RDA. The sale and conveyance of the Agency Property to Buyer will now require approval by Seller's oversight board ( "Oversight Board") and the California Department of Finance ( "DOF "), all as more particularly described herein. D. Prior negotiations between Buyer and RDA anticipated the acquisition of the Agency Property by Buyer in order to increase the size of the Dealership, the effect of which will be to significantly increase and maximize receipt by all affected public entities of enhanced property tax and sales tax revenues, including the enhancement of values and development potential of other real property proximate to the Dealership and the Agency Property. Buyer and Seller acknowledge this continued purpose of the sale and conveyance of the Agency Property to Buyer. 24347.0080117494436.5 1 THE PARTIES AGREE AS FOLLOWS: 1. Purchase and Sale. Upon the terms and conditions described below, Buyer agrees to purchase and Seller agrees to sell and convey the Agency Property to Buyer. 2. Purchase Price. The purchase price for the Agency Property Two Million Eight Hundred Thirty Thousand Three Hundred Eleven Dollars ($2,830,311.00) ( "Purchase Price "). 3. Payment of Purchase Price. Buyer will pay the Purchase Price to Seller through Escrow as follows: 3.1 Deposit. Within two (2) business days following the Opening Date (as defined herein), Buyer will deposit with Escrow Holder the sum of One Hundred Thousand Dollars ($100,000.00) ( "Deposit ") in immediately available funds. Escrow Holder will place the Deposit in an interest bearing account, with interest to accrue for the benefit of Buyer. All references herein to the "Deposit" will include interest accrued thereon. 3.2 Balance of Purchase Price. Not later than one (1) business day prior to CIosing, Buyer shall deposit with Escrow Holder in immediately available funds the balance of the Purchase Price, together with such other amounts as may be required in order to pay Buyer's share of closing costs and prorations. 3.3 Aynlication of Deposit. If Buyer does not terminate this Agreement prior to the expiration of the Due Diligence Period (defined below), the Deposit will become nonrefundable except as otherwise expressly provided in this Agreement. Upon Close of Escrow, the Deposit will be credited against the Purchase Price. If Buyer terminates this Agreement prior to the expiration of the Due Diligence Period, the Deposit will be returned to Buyer. If, following Buyer's election to proceed with this transaction beyond the expiration of the Due Diligence Period, Escrow fails to close through no fault of Seller, Seller will retain the Deposit as liquidated damages pursuant to Section 8.2 below. 4. Title. 4.1 Preliminary Title Report. Upon execution of this Agreement by both parties, Seller will order from Fidelity National Title Company (through its Los Angeles, California office — "Title Company ") a preliminary title report, together with legible copies of all title exception documents described therein (collectively the "Report"). Within ten (10) business days after Buyer's receipt of the Report, Buyer may object, by written notice to Seller, to any title exceptions which Buyer determines are unacceptable, in Buyer's sole discretion ( "Disapproved Exceptions "). Seller may thereafter elect, at its option and at its sole cost and expense, either to eliminate such Disapproved Exceptions prior to or at Closing or not to do so. If Seller is unable or unwilling to eliminate any such Disapproved Exceptions, Buyer may elect to terminate this Agreement, in which case the Deposit will be returned to Buyer. Alternatively, Buyer may elect to waive any such Disapproved Exceptions and accept title to the Agency Property subject to such matters. Those title exceptions not objected to by Buyer will be deemed "Permitted Exceptions ", which shall also include the lien of non - delinquent real property taxes and assessments (including any supplemental taxes resulting from Buyer's acquisition of the 24347.0080117494436.5 2 Agency Property), the CC &Rs (as defined in Section 9.3 below) and other matters affecting the condition of title created by or with the consent of Buyer. 4.2 Title Policy. At Close of Escrow (as defined below), Seller will convey good and marketable title to the Agency Property to Buyer as evidenced by a CLTA Standard Form Owners Policy of Title Insurance ( "Title Policy "), issued by the Title Company in an amount equal to the Purchase Price, subject only to the Permitted Exceptions. 5. Due Diligence. 5.1 Due Diligence Period. As used in this Agreement, the term "Due Diligence Period" means the period commencing on the Opening Date (as defined herein) and expiring sixty (60) days thereafter, except as described in Section 5.5 below. 5.2 Inspections. During the Due Diligence Period, with reasonable advance written notice (no less than forty -eight (48) hours) to Seller, which written notice shall describe in reasonable detail the nature and scope of Buyer's proposed inspections, Buyer, its agents, representatives and consultants may enter onto the Agency Property during reasonable business hours to perform inspections and tests of the Agency Property. All such tests and inspections will be at Buyer's sole cost. 5.3 Restoration. After performing such tests and inspections, Buyer shall promptly restore the Agency Property to the condition that existed prior to such tests and inspections (which obligation will survive the Closing or any termination of this Agreement). Buyer shall keep the Agency Property free from all liens, and shall indemnify, defend, and hold harmless Seller and its officers, employees, and agents (collectively, the "Seller Parties "), from and against all claims, actions, losses, liabilities, damages, costs and expenses (including attorneys' fees and costs) incurred, suffered by, or claimed against Seller Parties, or any of them, by reason of any damage to the Agency Property or injury to persons caused by Buyer and/or its agents, representatives or consultants in exercising its rights under this Section 5. The foregoing provisions will survive the Closing or any termination of this Agreement. 5.4 Buyer's Right to Terminate During Due Diligence Period. At any time prior to the expiration of the Due Diligence Period, Buyer may terminate this Agreement in its sole and absolute discretion by delivering to Seller and Escrow Holder written notice of such termination. If Buyer terminates this Agreement in accordance with this Section, Escrow Holder shall return the Deposit to Buyer, less Seller's share of any title and escrow cancellation fees as set forth in Section 7.9 below. If Buyer fails to terminate this Agreement prior to the expiration of the Due Diligence Period in accordance with the provisions of this Section, Buyer will be deemed to have approved the Agency Property and waived its right to terminate the Agreement under this Section. 5.5 Land Use Approvals. The Due Diligence Period may be extended by written notice from Buyer to Seller for up to three (3) additional of thirty (30) days each solely with respect to the obtaining by Buyer of those land use approvals that may be required by the City in order for the Agency Property to be used as an expansion of the Dealership. Those land use approvals may include the issuance of a conditional use permit but will not include site plan 24347.00801\74W36.5 3 approval, building permits or similar approvals incident to the actual construction of Dealership improvements on the Agency Property. As to all matters of due diligence other than land use approvals, the Due Diligence Period will be as set forth in Section 5.1 above. If Buyer is unable to obtain necessary land use approvals within the Due Diligence Period as it may be extended pursuant to the terms of this Section 5.5, Buyer shall have the right to terminate this Agreement in the same manner as set forth in Section 5.4 above. For avoidance of doubt, the sixty (60) day Due Diligence Period shall apply to all due diligence matters other than receipt of land use approvals. Buyer's right to extend the Due Diligence Period and terminate this Agreement pursuant to Section 5.4 following expiration of this initial sixty (60) day period will be available only with respect to land use approvals. 5.6 Seller Material. Within five (5) business days following the Opening Date, Seller will provide or otherwise make available to Buyer copies of certain due diligence material regarding the Agency Property ( "Seller Material"). The Seller Material may include title reports or policies, environmental reports and similar reports of investigations prepared for the benefit of Seller. All Seller Material will be provided to Buyer without warranty or representation regarding the accuracy or completeness of such information, it being understood that the Seller Material has been prepared by third party consultants. 6. As Is Acceptance of Agency Property. Buyer acknowledges that prior to Close of Escrow, it will have had the opportunity to conduct such tests and evaluations as it deems reasonably necessary in order to investigate the condition of the Agency Property, including its environmental status. Buyer acknowledges that it is acquiring the Agency Property in its "as is" condition with no warranty or representation from Seller regarding the physical condition of the Agency Property, its environmental condition or its suitability for Buyer's intended purposes. Buyer acknowledges that it is acquiring the Agency Property based solely in reliance on its own inspections and examination and its own evaluation of the Agency Property. Buyer agrees that no representations, statements or warranties have at any time been made by Seller or its agents regarding the physical condition of the Agency Property except as may be contained in this Agreement. Buyer acknowledges that there may be conditions affecting the Agency Property unknown to Buyer that may adversely affect its value or use for Buyer's intended purposes. Buyer nevertheless waives any rights or recourse it may have with respect to such unknown conditions and any damage, loss, costs or expense related thereto, including rights accruing under California Civil Code § 1542, which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Buyer acknowledges that it has either consulted with or had an opportunity to consult with legal counsel regarding the above waiver. The provisions of this Section 6 will survive Close of Escrow. 0 - Buyer Initials 2434'.0080117494436.5 4 7. Escrow. 7.1 Escrow Instructions. This Agreement shall constitute instructions of Buyer and Seller to Design Escrow which is hereby named as the Escrow Holder for this purchase and sale. ( "Escrow Holder "). Escrow Holder is located at 128 East Huntington Drive, Suite B, Arcadia, California 91006. The parties agree to execute such additional pro forma instructions as Escrow Holder may reasonably require, however, in the event of a conflict, the terms and provisions of this Agreement shall govern. 7.2 Opening of Escrow. Upon execution of this Agreement, Buyer and Seller shall cause an escrow to be opened with Escrow Holder by depositing with Escrow Holder a fully executed copy of this Agreement. Escrow shall be deemed opened as of the date this Agreement is deposited with Escrow Holder ( "Opening of Escrow" and the date thereof, the "Opening Date "). 7.3 Close of Escrow; Closing Date. "Close of Escrow" shall mean the date on which the Grant Deed conveying title from Seller to Buyer is recorded in the Official Records of the County Recorder of Los Angeles County, California. The form of the Grant Deed will be as set forth in Exhibit `B" attached hereto. Provided that this Agreement is not earlier terminated pursuant to the terms and provisions hereof, and provided that all of the conditions precedent to the Close of Escrow set forth in this Agreement have been approved or waived as herein provided, Escrow shall close on or before thirty (30) days following expiration of the Due Diligence Period ( "Closing Date "), as that period may have been extended pursuant to Section 5.5 above. Seller may terminate this Agreement if Seller has performed its obligations hereunder, and failure to close Escrow results from a material default by Buyer. Buyer may terminate this Agreement if Buyer has performed its obligations hereunder, and failure to close Escrow results from a material default by Seller. By causing the Close of Escrow to occur, Escrow Holder shall be deemed to have irrevocably committed to cause the Title Company to issue the Title Policy. If the County Recorder of Los Angeles County, California is closed on the last day for closing escrow, then the parties agree that Escrow Holder shall have until the next day the Recorder is open to record the Grant Deed and close escrow. 7.4 Documents and Funds from Buyer. Not later than one (1) business day prior to the Closing Date, Buyer will deliver or will assure that the following documents and funds have been delivered to Escrow Holder: (a) Purchase Price. The Purchase Price, as described in Section 2 above. (b) PrelimLnM Change of Ownership Statement. A Preliminary Change of Ownership Statement or in lieu thereof, the appropriate fee, to be provided to the Recorder's office at Close of Escrow. (c) CC&Rs. A fully executed and acknowledged counterpart of the CC&Rs (as defined in Section 9.3 below). (d) Other Sums and Documents. All other sums and documents required by Escrow Holder according to this Agreement to carry out and close the Escrow. 24347.0080117494436.5 5 7.5 Documents and Funds from Seller. Not later than one (1) business day prior to the Closing Date, Seller will deliver or will assure that the following documents and funds have been delivered to Escrow Holder: (a) Grant Deed. A fully executed and acknowledged Grant Deed conveying the Agency Property to Buyer, or Buyer's nominee in fee simple. (b) FIRPTA Affidavit. Original affidavits, using Escrow Holder's standard forms, certifying that Seller and this transaction are not subject to the withholding requirements of the Foreign Investment in Real Property Tax Act and equivalent California legislation. (c) CC &Rs. A fully executed and acknowledged counterpart of the CC &Rs. (d) Other Sums and Documents. All other documents and sums required by Escrow Holder according to this Agreement to carry out the Escrow. 7.6 Conditions to the Close of Escrow. The following conditions, for the benefit of Seller and Buyer respectively, must be satisfied or waived (in writing, by the party benefited thereby) in order for Escrow to close: (a) Seller's Obli ag tion. Seller's obligation to sell the Agency Property to Buyer is contingent on the following: (i) Buyer shall have delivered the Purchase Price, less any credits described in this Agreement, for the Agency Property. (ii) Buyer shall have timely performed all other obligations of Buyer under this Agreement. (iii) Receipt of the approvals described in subparagraph (e) below. In the event that any of the foregoing conditions have not occurred or been satisfied or waived by the Closing Date, Seller shall be entitled to terminate this :agreement and, subject to the provisions of Section 7.9 below, any funds deposited by Buyer and any interest thereon will be returned to Buyer. (b) Buyer's Obli ag tion. Buyer's obligation to purchase the Agency Property is contingent on the following: (i) Buyer shall have approved or shall be deemed to have approved the Preliminary Title Report for the Agency Property pursuant to Section 4.1. 24347M841174W36.5 6 (ii) Seller shall have delivered insured title to the Agency Property on the terms required by Section 4. (iii) No loss or damage to the Agency Property shall have occurred which would permit Buyer to terminate this Agreement pursuant to the provisions herein below. (iv) Buyer shall have obtained from the City those land use approvals (which may include a conditional use permit) sufficient to allow the Agency Property to be used for Dealership purposes. (v) Seller shall have performed all of its other obligations under this Agreement. (vi) Receipt of the approvals described in subparagraph (e) below. In the event that any of the foregoing conditions have not occurred or been satisfied or waived by the date(s) specified, Buyer shall be entitled to terminate this Agreement and, subject to the provisions of Section 7.9 below, any funds deposited by Buyer and any interest thereon will be returned to Buyer. (c) DeliveEy of Sums and Documents. Both parties have deposited with Escrow Holder all sums and documents required by this Agreement. (d) Title Policy. The Title Company is prepared to issue the Title Policy to Buyer with title as described in Section 4.1 above. (e) Oversight Board/DOF Approval. As a result of the legislation described in Recital Paragraph C above, Seller has submitted to the DOF a Long Range Property Management Plan ( "Plan ") for the disposition of real property owned by Seller, which Plan has been approved by the DOF. As required by the Plan, sale and conveyance of the Agency Property in accordance with this Agreement will require approval by the Oversight Board and the DOR Upon execution of this Agreement by both parties, Seller will initiate procedures to obtain such approval by DOF. Approval of this transaction and this Agreement by the Oversight Board and DOF is a condition precedent to the obligations of both Buyer and Seller hereunder. 7.7 Closing Procedure. Upon receipt of all funds and instruments described in this Section 7, and upon satisfaction or waiver of all contingencies and conditions set forth in this Agreement, Escrow Holder shall: (a) Record the CC &Rs and the Grant Deed. Record the CC&Rs and the Grant Deed (in that order) in the Official Records of Los Angeles County, California. (b) Title Policy. Cause the Title Policy to be issued. (c) Purchase Price. Deliver the Purchase Price to Seller. 1ANT00801174W36.5 7 7.8 Electronic /Counterpart Documents. In the event Buyer or Seller utilizes "facsimile" or other electronically transmitted signed documents, the parties hereby agree to accept and instruct Escrow Holder to rely upon such documents as if they bore original signatures. Buyer and Seller hereby agree, if requested by Escrow Holder, to provide to Escrow Holder within seventy -two (72) hours after transmission, such documents bearing the original signatures. Buyer and Seller further acknowledge and agree that electronically transmitted documents bearing non - original signatures will not be accepted for recording and that the parties will provide originally executed documents to Escrow Holder for such purpose. Escrow Holder is authorized to utilize documents which have been signed by Buyer and Seller in counterparts. 7.9 Costs of Escrow. At Closing, Buyer and Seller will each pay one -half of Escrow Holder's fee, Seller will pay the costs and expenses associated with the Title Policy and other costs will be allocated by Escrow Holder in accordance with common escrow practices in Los Angeles County. If this Agreement and the Escrow created hereunder are terminated prior to Closing and not as a result of a default by either party, any title and escrow cancellation fees will be shared equally by Buyer and Seller. If Escrow fails to close as a result of a default by either party hereunder, the defaulting party will be solely liable for any such escrow and title cancellation fees. Escrow Holder is authorized to withhold any such cancellation fees in accordance with this section from funds on deposit with Escrow Holder by the party responsible for such payment. 7.10 Agency Property Taxes and Assessments. Under Seller's ownership, the Agency Property has not been subject to real property taxes or assessments. At Closing, Buyer will become liable for all real property taxes and assessments allocable to the Agency Property after Closing. 7.11 Brokers' Commissions. The parties acknowledge that they have not engaged any broker, agent or finder in connection with the transaction described in this Agreement. Each of the parties shall indemnify, defend, and hold the other party harmless from any and all loss, damage, liability or expense, including costs and reasonable attorneys' fees, which the other party may incur or sustain by reason of or in connection with any misrepresentation or breach of warranty by the indemnifying party with respect to the foregoing. Each party will bear any commissions or brokers' fees which are based upon their action. 7.12 Re ort to IRS. After Close of Escrow and prior to the last date on which such report is required to be filed with Internal Revenue Service ( "IRS "), and if such report is required pursuant to Section 6045(e) of the Internal Revenue Code, Escrow Holder shall report The gross proceeds of the purchase and sale of the Agency Property to the IRS on Form 1099 -B, W -9 or such other form(s) as may be specified by the IRS pursuant to said Section 6045(e). Concurrently with such filing, Escrow Holder shall deliver a copy thereof to Buyer and Seller. 8. Remedies for Default. 8.1 Seller Default. If Seller defaults under this Agreement, Buyer may, at its option, terminate this Agreement (in which case the Deposit will be returned by Escrow Holder to Seller) or initiate an action for specific performance of this Agreement. 24347.00801 \7494436.5 8.2 Buyer Default. IF BUYER DEFAULTS IN ITS OBLIGATION TO CLOSE THE PURCHASE OF THE AGENCY PROPERTY, SELLER SHALL RETAIN THE DEPOSIT AS FULL, AGREED AND LIQUIDATED DAMAGES, AND SELLER'S RETENTION OF THE DEPOSIT IS SELLER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO SUCH BUYER DEFAULT. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT IN THE EVENT OF A DEFAULT BY BUYER IN ITS OBLIGATION TO CLOSE THE PURCHASE OF THE AGENCY PROPERTY ON THE CLOSING DATE, SELLER'S ACTUAL DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES' REASONABLE ESTIMATE OF SUCH DAMAGES, AND THAT SUCH AMOUNT IS NOT UNREASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT WAS MADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (1) SELLER WILL INCUR ADMINISTRATIVE COSTS IN THE NEGOTIATION AND REVIEW OF THIS AGREEMENT AND OTHER DOCUMENTS RELATING TO THIS TRANSACTION, AND WILL INCUR DAMAGES BY WITHDRAWING THE AGENCY PROPERTY FROM THE OPEN MARKET; (2) CERTAIN COSTS AND OTHER DAMAGES IN AN AMOUNT SUBSTANTIALLY IN EXCESS OF THE DEPOSIT MAY BE INCURRED BY SELLER IF THE SALE OF THE AGENCY PROPERTY CONTEMPLATED HEREBY IS NOT COMPLETED; AND (3) SELLER IS ENTERING INTO THIS AGREEMENT WITH BUYER IN RELIANCE UPON BUYER'S COMMITMENT TO PURCHASE THE AGENCY PROPERTY FROM SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 8.2, THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHALL NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY BUYER'S INDEMNITY, RESTORATION OR CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT. SELLER'S INITIALS: BUYER'S INITIALS: 9. Post - Closing Obligations, Use of Agency Property. Buyer and Seller acknowledge that following Close of Escrow, they will have the following obligations with respect to each other and the Agency Property: 9.1 Seller Obligations. Prior to or following Close of Escrow (at Seller's election), Seller will demolish and remove existing structures and improvements located on the Agency Property. Seller will be solely responsible for demolition costs. All such activities will be conducted and completed in accordance with applicable laws, permits and approvals. Buyer hereby grants to Seller, effective as of Close of Escrow, a right of access to the Agency Property in order to conduct the above activities. Seller covenants and agrees that the Agency Property will not be subjected to any mechanics liens or similar claims with respect to the above activities. Seller will cause Buyer to be named as an additional insured on public liability coverage carried by Seller and/or any contractors conducting demolition activities on Seller's behalf for demolition activities occurring following Close of Escrow. Seller will defend, indemnify and 24347.0080117494436.5 9 hold Buyer free and harmless from and against any and all claims, damages and liabilities resulting from Seller's exercise of the right of entry described herein. 9.2 Buyer Obligations. Buyer covenants and agrees that following Close of Escrow and completion by Seller of the demolition activities described in Section 9.1 above, Buyer will construct improvements on the Agency Property having a value of not less than Ten Million Dollars ($10,000,000.00), allowing use of the Agency Property, as improved, for expansion of the Dealership. Buyer further covenants and agrees that it will continue to operate the Dealership as a Mercedes Benz dealership from its existing location (including the Agency Property) and to cause the City to remain a point of sale for all automobile sales from the Dealership for a period of not less than ten (10) years following the date upon which a Certificate of Occupancy is issued for the Dealership improvements constructed on the Agency Property (and if more than one Certificate of Occupancy is issued, from the date of the last such Certificate of Occupancy). Buyer acknowledges that expansion of the Dealership may require that portions of the Agency Property be dedicated for or otherwise subject to public improvements such as sidewalk and street improvements. 9.3 Covenants, Conditions and Restrictions. Buyer and Seller agree that the obligations described in this Section 9 will be further memorialized in a Declaration of Covenants, Conditions and Restrictions ( "CC &R.s "), to be recorded concurrent with Close of Escrow. The form of such CC&Rs will be agreed upon prior to expiration of the Due Diligence Period and if not agreed upon, this Agreement may be terminated by either Parry. 10. Notices. Any and all notices required or permitted to be given hereunder shall be in writing and shall be personally delivered, sent by recognized overnight delivery service or mailed by certified or registered mail, return receipt requested, postage prepaid, to the parties at the addresses indicated below: To Seller: City of Arcadia as Successor Agency to the Arcadia Redevelopment Agency 240 West Huntington Drive Arcadia, CA 91066 Attn: City Manager Copy to: Best Best & Krieger LLP 2855 East Guasti Road, Suite 400 Ontario, CA 91761 Attn: Stephen P. Deitsch, Esq. To Buyer: Paul P. Rusnak Family Trust c/o Rusnak Group 267 -337 West Colorado Boulevard Pasadena, CA 91105 Attn: Paul P. Rusnak 24347.00801 \7494436.5 10 Copy to: Rusnak Group 267 -337 West Colorado Boulevard Pasadena, CA 91105 Attn: Victoria Rusnak, Esq. To Title Fidelity National Title Company Company: 915 Wilshire Boulevard, Suite 1920 Los Angeles, CA 90017 Attn: Valerie Masterani Any party may change its address by a notice given to the other party in the manner set forth above. Any notice given personally shall be deemed to have been given upon service, notices sent by overnight service shall be deemed received on the next business day and any notice given by certified or registered mail shall be deemed to have been given on the third (3rd) business day after such notice is mailed. 11. Miscellaneous. 11.1 Integration. This Agreement supersedes all prior agreements and understandings between the parties relating to the subject matter hereof. Neither of the parties has relied upon any oral or written representation or oral or written information given to it by any representative of the other parry. 11.2 Assignment/Bin&Z Effect. Buyer ma assign this Agreement or vest title in a nominee at Close of Escrow only to a person or entity that is an "affiliate" of Buyer. For purposes of the preceding sentence, an "affiliate" shall be a person or entity that controls, is controlled by or under common control with Buyer. This Agreement shall bind and inure to the benefit of the parties, their respective heirs and permitted successors and assigns. 11.3 Amendment/Modification. No change or modification of the terms or provisions of this Agreement shall be deemed valid unless in writing and signed by both parties. 11.4 Governing Law/Venue. This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of California. Any litigation or arbitration regarding the Agency Property or this Agreement will be brought in Los Angeles County Superior Court or conducted in Los Angeles County. 11.5 Business Days. Reference herein to "business days" means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of California or in the City. 11.6 Waiver. No waiver of any breach or default shall be construed as a continuing waiver of any provision or as a waiver of any other or subsequent breach of any provision contained in this Agreement. 24347.0080117494436.5 11 11.7 Attorneys' Fees. In the event of any action or proceeding to enforce or construe any of the provisions of this Agreement, the prevailing parry in any such action or proceeding shall be entitled to reasonable attorneys' fees and costs. 11.8 Counterparts. This Agreement may be executed in counterparts and when so executed by the parties, shall become binding upon them and each such counterpart will be an original document. 11.9 Obligation to Refrain from Discrimination. Buyer acknowledges that the CC &Rs and Grant Deed will contain provisions binding upon Buyer, its successors and assigns and every successor in interest to all or any portion of the Agency Property, to the effect that there shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Agency Property. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK �11 -C"►I4-to]-9- 87[eI 317 �Uha.� 24347.0090117494436.5 12 ky_DI! O].91; CITY OF ARCADIA AS SUCCESSOR AGENCY TO THE ARCADIA REDEVELOPMENT AGENCY, a public entity Its: ATTEST: APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP Successor Agency Clerk City Attorney BUYER: PAUL P. RUSNAK F Y TRUST By: Trustee 24347.0080117494436.5 13 CONSENT AND ACKNOWLEDGMENT OF ESCROW HOLDER Design Escrow hereby agrees to (i) accept the foregoing Agreement, (ii) act as the Escrow Holder under said Agreement and (iii) be bound by said Agreement in the performance of its duties as Escrow Holder. Design Escrow acknowledges receipt on the date hereof of originals or counterparts of the foregoing Agreement fully executed by Seller and Buyer. Design Escrow advises the parties that the date of the Opening of Escrow is Dated: , 2013 Design Escrow By: Shelley Malicek Its: Escrow Officer 24347.0080117494436.5 14 EXHIBIT A LEGAL DESCRIPTION OF AGENCY PROPERTY 101 -155 N. Santa Anita: LOTS 1, 2, 3 AND 4 OF TRACT NO. 13768, AS PER MAP RECORDED IN BOOK 273, PAGE 37 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM SAID LOT 1, THE EASTERLY 10 FEET THEREOF FOR STREET PURPOSES. Dablgren Prooperty- BEGINNING AT THE NORTHWESTERLY CORNER OF LOT 5, TRACT 13768, AS SHOWN ON MAP RECORDED IN BOOK 273 PAGE 37 OF MAPS, IN THE OFFICE OF SAID RECORDER; THENCE ALONG THE NORTHERLY PROLONGATION OF THE WESTERLY LINE OF SAID LOT 5, NORTH 9° 14'54" WEST 54.92 FEET TO THE SOUTHERLY LINE OF SANTA CLARA STREET; (80 FEET WIDE) AS DESCRIBED IN CITY OF ARCADIA RESOLUTION NO. 3607 RECORDED ON AUGUST 9, 1963 AS DOCUMENT NO. 5909 IN BOOK D -2140 PAGE 264 OF SAID OFFICIAL RECORDS; THENCE ALONG SAID SOUTHERLY LINE, EASTERLY 56.04 FEET ALONG A CURVE CONCAVE TO THE SOUTH AND HAVING A RADIUS OF 560 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE NORTH 780 33'32" EAST 188.46 FEET, MORE OR LESS, TO THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF LOT 5 OF SAID-TRACT 13768; THENCE ALONG LAST SAID PROLONGATION, SOUTH 8.68 FEET TO THE. NORTHEAST CORNER OF SAID LOT 5; THENCE SOUTHWESTERLY ALONG THE ?NORTHERLY LINE OF SAID LOT 5 TO THE POINT OF BEGINNING. EXCEPT ALL MINERALS, ORES, PETROLEUM, OIL, NATURAL GAS AND OTHER HYDROCARBON SUBSTANCES LYING 500 FEET BELOW THE SURFACE OF SAID LAND AS RESERVED IN THE DEED FROM PACIFIC ELECTRIC RAILWAY COMPANY, A CORPORATION, RECORDED MAY 15, 1962 IN BOOK D -1614 PAGE 679, OF OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ALL MINERALS AND OIL RIGHTS AS RESERVED IN THE DEED FROM E.J. BALDWIN RECORDED JUNE 3, 1902 IN BOOK 1574 PAGE 292, OF DEEDS, IN THE OFFICE OF THE RECORDER OF LOS ANGELES COUNTY AND AS AGAIN EXCEPTED IN THE DEED FROM ROSEBUDD DOBLE ATKINSON AND OTHERS, RECORDED FEBRUARY 28, 1952 IN BOOK 38352 PAGE 138, OFFICIAL RECORDS OF LOS ANGELES COUNTY, BUT WITHOUT THE RIGHT OF SURFACE ENTRY OR RIGHT OF INGRESS AND EGRESS WITHIN 500 FEET OF THE SURFACE OF SAID LAND FOR THE EXPLORATION FOR, MINING, EXTRACTING OR REMOVING THE SAME. 21 Morlan Place: LOT 5 OF TRACT NO. 13768, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 273 PAGE 37 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 24347.0080117494436.5 A -1 EXHIBIT B GRANT DEED [See Attached] Exhibit B 24347.0080117494436.5 RECORDING REQUESTED BY: and WHEN RECORDED MAIL TO: Attention: Assessor's Parcel No. Exempt from Recording Fees per Govt. Code §27383 GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF ARCADIA AS SUCCESSOR AGENCY TO THE ARCADIA REDEVELOPMENT AGENCY, a public entity ("Grantor ") does hereby GRANT to ( "Grantee ") the real property located in the City of Arcadia, County of Los Angeles, State of California, described in Exhibit "I" attached hereto. Subject to: I . Non - delinquent real property taxes and assessments; 2. All covenants, conditions, restrictions, reservations, rights, rights of way, easements and other matters of record or apparent from an accurate survey of the Property. 3. The Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group or persons on account of race, color, creed, religion, sex, marital status, nation origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the Grantee or any person z1aiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub - tenants, sub - lessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land. Date: 24347.00801 \7494436.5 CITY OF ARCADIA AS SUCCESSOR AGENCY TO THE ARCADIA REDEVELOPMENT AGENCY, a public entity Its: ACKNOWLEDGEMENT STATE OF CALIFORNIA COUNTY OF } On before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 24347.0080117494436.5 2 (Seal) M 01I13tw LEGAL DESCRIPTION OF PROPERTY 101 -155 N. Santa Anita: LOTS 1, 2,3 AND 4 OF TRACT NO. 13768, AS PER MAP RECORDED IN BOOK 273, PAGE 37 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM SAID LOT 1, THE EASTERLY 10 FEET THEREOF FOR STREET PURPOSES. Dahlgren Property: BEGINNING AT THE NORTHWESTERLY CORNER OF LOT 5, TRACT 13768, AS SHOWN ON MAP RECORDED IN BOOK 273 PAGE 37 OF MAPS, IN THE OFFICE OF SAID RECORDER; THENCE ALONG THE NORTHERLY PROLONGATION OF THE WESTERLY LINE OF SAID LOT 5, NORTH 90 14'54" WEST 54.92 FEET TO THE SOUTHERLY LINE OF SANTA CLARA STREET; (80 FEET WIDE) AS DESCRIBED IN CITY OF ARCADIA RESOLUTION NO. 3607 RECORDED ON AUGUST 9, 1963 AS DOCUMENT NO. 5909 IN BOOK D -2140 PAGE 264 OF SAID OFFICIAL RECORDS; THENCE ALONG SAID SOUTHERLY LINE, EASTERLY 56.04 FEET ALONG A CURVE CONCAVE TO THE SOUTH AND HAVING A RADIUS OF 560 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE NORTH 780 33'32" EAST 188.46 FEET, MORE OR LESS, TO THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF LOT 5 OF SAID-TRACT 13768; THENCE ALONG LAST SAID PROLONGATION, SOUTH 8.68 FEET TO THE. NORTHEAST CORNER OF SAID LOT 5; THENCE SOUTHWESTERLY ALONG THE NORTHERLY LINE OF SAID LOT 5 TO THE POINT OF BEGINNING. EXCEPT ALL MINERALS, ORES, PETROLEUM, OIL, NATURAL GAS AND OTHER HYDROCARBON SUBSTANCES LYING 500 FEET BELOW THE SURFACE OF SAID LAND AS RESERVED IN THE DEED FROM PACIFIC ELECTRIC RAILWAY COMPANY, A CORPORATION, RECORDED MAY 15, 1962 IN BOOK D -1614 PAGE 679, OF OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ALL MINERALS AND OIL RIGHTS AS RESERVED IN THE DEED FROM E.J. BALDWIN RECORDED JUNE 3, 1902 IN BOOK 1574 PAGE 292, OF DEEDS, IN THE OFFICE OF THE RECORDER OF LOS ANGELES COUNTY AND AS AGAIN EXCEPTED IN THE DEED FROM ROSEBUDD DOBLE ATKINSON AND OTHERS, RECORDED FEBRUARY 28, 1952 IN BOOK 38352 PAGE 138, OFFICIAL RECORDS OF LOS ANGELES COUNTY, BUT WITHOUT THE RIGHT OF SURFACE ENTRY OR RIGHT OF INGRESS AND EGRESS WITHIN 500 FEET OF THE SURFACE OF SAID LAND FOR THE EXPLORATION FOR, MINING, EXTRACTING OR REMOVING THE SAME. 21 Morlan Place: LOT 5 OF TRACT NO. 13768, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 273 PAGE 37 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 24347.0080117494436.5 INITIAL STUDY AND NEGATIVE DECLARATION FOR PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF ARCADIA AND RUSNAK MERCEDES BENZ AT 55 W. HUNTINGTON DRIVE PP"�,1 CITY OF ARCA-DiA LEAD AGENCY City of Arcadia Development Services Department Jason Kruckeberg, Assistant City Manager /Development Services Director 240 W. Huntington Drive Arcadia, CA 91007 {626} 574 -5414 April 2013 INITIAL STUDY NOTE: The following is a sample form and may be tailored to satisfy project circumstances. It may be used to n eet the requirements for an initial study when the criteria set forth in the State and Local CEQA Guidelines have been met. Substantial evidence of potential impacts that are not listed on this form must also be considered. The sample questions in this form are intended to encourage thoughtfiil assessment of impacts, and do not necessarily represent thresholds of significance. 1. Project Title: Rusnak Auto Group Purchase and Sale Agreement 2. Lead Agency Name and Address: City of Arcadia as Successor Agency to the former Arcadia Redevelopment Agency 240 West Huntington Dr. P.O. Box 60021 Arcadia, CA 91066 3, Contact Person and Phone Number: Jason Kruckeberg (626) 574 -5414 4. Project Location: 55 W. Huntington Drive, Arcadia, California 91066 5. Project Sponsor's Name and Address- Rusnak/Arcadia, a California corporation 55 W. Huntington Drive Arcadia California 91066 6. General Plan Designation: Commercial 7. Zoning: CBD & C -2 with Downtown Overla 8. Description of Project: (Describe the whole action involved, including but not limited to later phases of the project, and any secondary, support, or off -site features necessary for its implementation. Attach additional sheet(s) if necessary.) The proposed proiect involves a Purchase and Sale Agreement by and between the City of Arcadia as Successor Agency to the former Arcadia Redevelopment Agency (the "Agency ") and Rusnak/Arcadia ( "Rusnak "). According to the Purchase and Sale Agreement. Rusnak would purchase certain Agency -owned real properly (the "PrMgMf ) immediately adjacent to the existing Rusnak dealership for purposes of redeveloping the currently underutilized Property as an expansion of the existin Rusnak automobile sales and service center. The total project site is 5.7 acres and is generally located at the southeast corner of Santa Anita Avenue and Santa Clara Street The proposed automobile sales and service center would occupy approximately 4.2 of the total project site acreage The proposed project would be organized in two sections: a new showroom building and a new service and parts building. The showroom would be approximately 25,000 Nuare feet and would front Santa Anita Avenue. The showroom building would be a two -story building consisting of the following features: structural steel frame clad with ACM panels, metal corrugated panels, clear glass, spandrel glass, metal louvers, Autohaus columns and corporate signage. The showroom plan is open and is comprised of a significant amount of irlasslwindows on all sides The majority of customer contact spaces would be planned for the lower floor of the showroom The second floor of the showroom would span the service drive and would be used for dealership offices, conference room(s), training room(s), and break room(s). Product display will front Morlan Place and follow the curving showroom around Santa Anita Avenue to Santa Clara Street. The display in front of the showroom will be patio type display that will have different paving patterns and a more integiated presentation with the landscaping. Employee PgBdRg is found at the rear of the project with access off Santa Clara Street. Parts and delivery will also take their ingress and egress off of Santa Clara Street. The access to the site has been designed to minimize impact on Santa Anita Avenue while separatin sales and service customers from deliveries and em to ee movements. Transport fto off is also Vmposed to take place from Santa Clara Street. The wash and detail area is to the rear of the service area in order to pMare all new car deliveries for show. All service cars will also be washed and parked in front of the service buildiniz to await customer pick-u . Rmr-ak Purchase and Sale Agreement — 419/13 Page I of 50 F01M "J" The service building would be constructed of concrete, concrete block, smooth plaster with windows for light and ventilation. The services building is planned to be 80,000 scivare feet in size. Like the showroom the service building will be two stories Roof- topparking will be available on the service building roof. The service building would contain all service technician spaces narks and additional parkins, as well as detail, preparation spaces and a carwash tunnel A small display jewel box is located on the end of the second floor and the jewel box would be constructed of glass and steel. The architecture of the proposed sales and service buildings would be contemporary and would integrate the Mercedes -Benz Corporate ID program palette of materials. The color scheme permitted by Mercedes -Benz' Corporate ID program is different shades of grey for field colors and exterior accent colors of light blue to medium blue on the columns Curtain wall butt joint trim and louvers would be natural brushed aluminum. All exterior doors would be frameless with natural aluminum trim. The proposed project has been proposed to be a minimum LEED Silver certified development. Because of the narrow configuration of the site the service drive separates the service from the showroom buildings. Main customer access is taken off Morlan Place for the service and customer parking. The service drive length and three lanes give the project an ability to aueue over 30 cars at a time. Approximately 130,000 square feet of surface parking area consisting of 456 parking sipaces would be provi ded. All new cars will be delivered under controlled interior environment adiacent to the finance offices to the rear of the showroom A secondary deliM location would be rovided near the service drive. The vast majgdty of deliveries will occur in the early AM hours. In order for the project to be feasible approximately 13,000 square feet of the existing 27,000 square foot Rusnak dealership would need to be demolished. 9. Surrounding Land Uses and Setting: (Briefly describe the project's surroundings.) The site is bordered by Santa Clara Street to the north and west and Morlan Place to the south. _ The properties to the east are zoned Central Business District (CBD), and are developed with commercial, office and retail land uses. 10. Other public agencies whose approval is required (e.g., permits, financing approval, or participation agreement): • Regional Water Quality Control Board —NPDES Permit • Conditional Use Permit (City of Arcadia) ENVIRONMENTAL FACTORS POTENTIALLY AFFECTED: The environmental factors checked below would be potentially affected by this project, involving at least one impact that is a '°Potentially Significant Impact" as indicated by the checklist on the following pages. Rusnak Purchase and Sale Agreement — 419113 Page 2 of 50 FORM " T" Aesthetics ❑ Agriculture Resources ❑ Air Quality Biological Resources ❑ Cultural Resources E] Geology 1 Soils Greenhouse Gas Emissions ❑ Hazards & Hazardous Materials Hydrology / Water Quality ❑ Land Use / Planning ❑ Mineral Resources Noise F-I Population / Housing 0 Public Services [] Recreation C Transportation / Traffic ❑ Utilities / Service Systems ❑ Mandatory Findings of Significance Rusnak Purchase and Sale Agreement — 419113 Page 2 of 50 FORM " T" 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 environment, and a NEGATIVE DECLARATION will be prepared. C 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 revisions in the project have been made by or agreed to by the project proponent. A MITIGATED NEGATIVE DECLARATION will be prepared. C 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 significant" or "potentially significant unless mitigated" impact on the environment, but at least one effect 1) has been adequately analyzed in an earlier document pursuant to applicable legal standards, and 2) has been addressed by mitigation measures based on the earlier analysis as described on attached sheets. An ENVIRONMENTAL IMPACT REPORT is required, but it must analyze only the effects that remain to be addressed. I find that although the proposed project could have a significant effect on the environment, because all potentially significant effects (a) have been analyzed adequately in an earlier EIR or NEGATIVE DECLARATION pursuant to applicable standards, and (b) have been avoided or mitigated pursuant to that earlier EIR or NEGATIVE DECLARATION, including revisions or mitigation measures that are imposed upon the proposed project, nothing further is required. Signature Date Jason Kruckeberg For 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 projects like the one involved (e.g. the project falls outside a fault rupture zone). A "No Impact" answer should be explained where it is based on project - specific factors as well as general standards (e.g. the project will not expose sensitive receptors to pollutants, based on a project - specific screening analysis). 2) All answers must take account of the whole action involved, including off -site as well as on -site, cumulative as well as project - level, indirect as well as direct, and construction as well as operational impacts. 3) Once the lead agency has determined that a particular physical impact may occur, then the checklist answers must indicate whether the impact is potentially significant, less than significant with mitigation, or less than significant. "Potentially Significant Impact" is appropriate if there is substantial evidence that an effect is significant. If there are one or more "Potentially Significant Impact" entries when the determination is made, an EIR is required. 4) "Negative Declaration: Less Than Significant With Mitigation Incorporated" 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 XVII, "Earlier Analyses," may be cross - referenced). Rus^ak Purchase and Sale Agreement — 4/9/13 Page 3 of 50 FORM "J" 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). In this case, a brief discussion should identify the following: a) Earlier Analyses Used. Identify and state where they are available for review. b) Impacts Adequately Addressed. Identify which effects from the above checklist were within the scope of and adequately analyzed in an earlier document pursuant to applicable legal standards, and state whether such effects were addressed by mitigation measures based on the earlier analysis. C) Mitigation Measures. For effects that are "Less than Significant with Mitigation Measures Incorporated," describe the mitigation measures which were incorporated or refined from the earlier document and the extent to which they address site - specific conditions for the project. 6) Lead agencies are encouraged to incorporate into the checklist references to information sources for potential impacts (e.g. general plans, zoning ordinances). Reference to a previously prepared or outside document should, where appropriate, include a reference to the page or pages where the statement is substantiated. 7) Supporting Information Sources. A source list should be attached, and other sources used or individuals contacted should be cited in the discussion. 8) This is only a suggested form, and lead agencies are free to use different formats; however, lead agencies should normally address the questions from this checklist that are relevant to a project's environmental effects in whatever format is selected. 9) The explanation of each issue should identify: a) the significance criteria or threshold, if any, used to evaluate each question; and b) the mitigation measure identified, if any, to reduce the impact to less than significance. Standard Conditions and Mitigation Measures Standard Conditions (SC) are existing regulations that are imposed by the City and compliance with these regulations is largely the responsibility of the project applicant/development. The SCs are not considered as mitigation measures under CEQA. Rather, they are expected to be implemented as a matter of course by the City. Where mitigation measures are required, CEQA law requires the preparation of a mitigation monitoring and reporting program (MMRP) to monitor the implementation of mitigation measures. The mitigation measures identified in the attached table has been developed in sufficient detail to provide the necessary information to identify the party or parties responsible for carrying out the mitigation measure, when the mitigation will be implemented, and who will verify that the mitigation has been implemented. This project does have standard conditions, but no Mitigation Measures are required. Rusnak Purchase and Sale Agreement - 419/13 Page 4 of 50 FORM " J" Less Than Significant Potentially With Less Than Significant Mitigation Significant No Issues: Impact Incorporated impact Impact 1. AESTHETICS. Would the project: a) Have a substantial adverse effect on ❑ ❑ a scenic vista? b) Substantially damage scenic resources, including, but not limited to, trees, rock outcroppings, and historic buildings within a state scenic highway? C) Substantially degrade the existing L1 ❑ visual character or quality of the site and its surroundings? d) Create a new source of substantial light or glare which would adversely affect day or nighttime views in the area? Environmental Setting Aesthetic resources are generally defined as both the natural and built features of the landscape that contribute to the public's experience and appreciation of the environment. Depending on the extent to which a project's presence would alter the perceived visual character and quality of the environment, aesthetic impacts may occur. This analysis is based on review of the conceptual project map, aerial photographs of the project area, visual renderings of the proposed automobile sales and service center, and planning documents. Discussion a) Have a substantial adverse effect on a scenic vista? No Impact. There are no designated scenic vistas within or near the project area. Therefore, the project would have no impact on a scenic vista. b) Substantially damage scenic resources, including, but not limited to trees, rock outcroppings, and historic buildings within a state scenic highway? No Impact. The proposed project is not located near a designated state scenic highway or eligible state scenic highway (DOT 2007) and, therefore, would not damage scenic resources, including but not limited to trees, outcroppings, and historic buildings within a state scenic highway. Therefore, no impact would occur. C) Substantially degrade the existing visual character or quality of the site and its surroundings? No Impact. The proposed project site is surrounded by a secondary arterial to the north and west (Santa Clara Street), a primary arterial to the south (Huntington Drive) and commercial land uses to the east. The site is currently occupied by a vacant and deteriorating 18,076 square foot retail building. The proposed project would substantially improve the existing visual character of the site because it would add new buildings with contemporary architecture and visual appeal. The proposed project would be subject to the City's Architectural Design Review process to ensure that the proposed automobile sales and service center comply Rusnak Purchase and Sale Agreement — 4/9/13 Page 5 of 50 FORM " J" with the City's design standards, and that the proposed buildings would blend with the surrounding built environment in terms of building massing, architectural coating, and orientation. The height of the new buildings proposed by the project shall comply with the City's zoning requirement of 45 ft. maximum. Thus, the proposed project would not substantially degrade the existing visual character or quality of the site and its surroundings and no impact would occur. d) Create a new source of substantial light or glare which would adversely affect day or nighttime views in the area? Less Than Significant Impact. The project would include lighting for the new showroom and service building, pole - mounted lighting in the parking area similar to the existing lighting, and building mounted security lighting. All lighting would be directed downward and would be contained within the project site so as to prevent spill light. Light fixtures installed at the site would comply with the City - adopted lighting standards. Pole - mounted lighting would be downcast to decrease light spill onto adjacent properties and would comply with City- adopted lighting standards. The proposed lighting for the project would be consistent with the illumination intensity of the surrounding uses such that the project would not substantially increase the overall illumination of the area. In fact, the majority of light from the new showroom and service area will direct lighting away from residential properties to the west, as the active portion of the site is moving to the east, toward commercial uses. Because the lighting would be minimal and would comply with City lighting standards, the proposed project would not create a new source of substantial light or glare that would adversely affect day or nighttime views in the area. This impact would be less than significant. Issues: 11. AGRICULTURE AND FOREST RESOURCES. In determining whether impacts to agricultural resources are significant environmental effects, lead agencies may refer to the California Agricultural Land Evaluation and Site Assessment Model (1997) prepared by the California Dept. of Conservation as an optional model to use in assessing impacts on agriculture and farmland. In determining whether impacts to forest resources, including timberland, are significant environmental effects, lead agencies may refer to information compiled by the California Department of Forestry and Fire Protection regarding the state's inventory of forest land, including the Forest and Range Assessment Project and the Forest Legacy Assessment project; and forest carbon measurement methodology provided in Forest protocols adopted by the California Air Resources Board. Would the project: Less Than Significant Potentially With Less Than Significant Mitigation Significant No Impact Incorporated Impact Impact Rusnak Purchase and Sale Agreement — 419113 Page 6 of 50 FORM "Y' a) Convert Prime Farmland, Unique Farmland, or Farmland of Statewide Importance (Farmland), as shown on the maps prepared pursuant to the Farmland Mapping and Monitoring Program of the California Resources Agency, to non - agricultural use? b) Conflict with existing zoning for agricultural use, or a Williamson Act contract? C) Conflict with existing zoning for, or cause rezoning of, forest land (as defined in Public Resources Code section 12220(8)), timberland (as defined by Public Resources Code section 4526), or timberland zoned Timberland Production (as defined by Government Code section 51104(g))? d) Result in the loss of forest land or conversion of forest land to non- forest use? e) Involve other changes in the existing environment which, due to their location or nature, could result in conversion of Farmland, to non- agricultural use or conversion of forest land to non -forest use? Environmental Setting ❑ ❑ ❑ ❑ ❑ ❑ ■ �I El The proposed project site is located within an existing developed portion of the City. There are no agriculture or forest resources located within the project site. The California Department of Conservation (CDC) Farmland Mapping and Monitoring Program (FMMP) designated agricultural land based on soil quality and irrigation status into eight categories. Based on the FMMP data, the project site is located within an area designated as "Urban and Built -up Land ". The California Land Conservation Act of 1965, commonly referred to as the Williamson Act, enables local governments to enter into contracts with private landowners for the purpose of preserving agriculture and restricting unnecessary conversion to urban uses. Under the contract, landowners receive reduced property tax assessments based on the property's value for farming and open space uses as opposed to full market value. The project site is not under a Williamson Act contract. The project site is designated in the City of Arcadia General Plan as Commercial and is zoned CBD & C -2 with a Downtown Overlay that allows up to a 1.0 Floor Area Ratio and up to 45 feet in height or four stories (City of Arcadia 2010). Discussion a) Convert Prime Farmland, Unique Farmland, or Farmland of Statewide Importance (Farmland), as shown on the maps prepared pursuant to the Farmland Mapping and Monitoring Program of the California Resources Agency, to non - agricultural use? Rusnak Purchase and Sale Agreement — 419113 Page 7 of 50 FARM "J" No Impact. The project site is designated as Urban and Built -up Land pursuant to the FMMP of the California Resources Agency (FMMP 2008). The project would have no impact related to conversion of Prime Farmland, Unique Farmland, or Farmland of Statewide Importance to non - agricultural use. b) Conflict with existing zoning for, or cause rezoning of, forest land, timberland, or timberland zoned Timberland Production? No Impact. The project site is not zoned for agricultural use. The project site is developed and is not under an existing Williamson Act contract. The proposed project is consistent with existing land use and zoning designations and would not conflict with existing zoning for agricultural use or Williamson Act contract. Therefore, no impact would occur. C) Result in the loss of forest land or conversion of forest land to non - forest use? No Impact. There are no forest resources located within the project site and the site is not zoned for timber harvest. The project site is already developed with a parking lot and an existing retail building. The proposed project would have no impact related to timberland harvest or conflicts with land zoned for forestry or timber harvest. d) Involve other changes in the existing environment which, due to their location or nature, could result in conversion of Farmland, to non - agricultural use or conversion of forest land to non- forest use? No Impact. The project area is not forested. The site does not have any forestry resources as defined in Public Resources Code section 12220(g), timberland as defined by Public Resources Code section 452$, or timberland zoned Timberland Production as defined by Government Code section 51104(g). Therefore, no impact would occur. e) Involve other changes in the existing environment, which, due to their location or nature, could result in conversion of Farmland to non - agricultural use or conversion of forest land to non- forest use? No Impact. Indirect impacts on agricultural lands can occur in two ways: 1) by development placing pressure on adjacent agricultural lands to convert to non - agricultural uses; or 2) through conflict between the two types of land uses leading to the abandonment of agricultural uses. The proposed project is consistent with the City of Arcadia's adopted land use and zoning designations. The project would not encroach on the agricultural land and would not include residential development, which could result in conflicts that could encourage the conversion of existing farmland to non - agricultural uses. No forest land or timberland exists on or in the vicinity of the project site and the proposed project does not include components that would result in the conversion of forest land to non - forest use. The proposed project would have no impact related to conversion of farmland or forest land to a non- agricultural/non- forest use. Rwsnak Purchase and Sale Agreement — 4/9/13 Page 8 of 50 FORM "J" b) Violate any air quality standard or ❑ ❑ ® ❑ contribute substantially to an existing or projected air quality violation? C) Result in a cumulatively ® ❑ considerable net increase of any criteria pollutant for which the project region is nonattainment under an applicable federal or state ambient air quality standard (including releasing emissions which exceed quantitative thresholds for ozone precursors)? d) Expose sensitive receptors to ❑ substantial pollutant concentrations? e) Create objectionable odors affecting a substantial number of people? Environmental Setting The project site is located in Los Angeles County, which lies within the South Coast Air Basin and is under the local air quality jurisdiction of the South Coast Air Quality Management District (SCAQMD). Nearby sensitive receptors include the Arroyo Pacific school and residential uses to the north of the property. Recent measurements of the City's air quality show that the City's air quality exceeds thresholds for Ozone (03), particulate matter of 10 microns or less (PM Io), and particulate matter of 2.5 microns or less (PM2,$). (Arcadia Gcneral Plan Update EIR, 2010.) The SCAQMD, with input from the Southern California Association of Governments (SCAG), is responsible for preparing the Air Quality Management Plan (AQMP) for the SoCAB, which addresses federal and state CAA requirements. The AQMP details goals, policies, and programs for improving air quality in the SoCAB. The SCAQMD has published the Draft Final 2007 AQMP, which was adopted by the SCAQMD Governing Board on June 1, 2007. In September 2007, the CARB Board adopted the SCAQMD 2007 AQMP as part of the SIP. The purpose of the 2007 AQMP for the SoCAB (and those portions of the Salton Sea Air Basin under the SCAQMD's jurisdiction) is to set forth a comprehensive program that will lead these areas into compliance with federal and State air quality planning requirements for ozone and PM2.5. On September 27, 2007, the CARB Board adopted the State Strategy for the 2007 SIP and the 2007 South Coast AQMP as part of the SIP. Rusnak Purchase and Sale Agreement — 419113 Page 9 of 50 FORM "J" Less Than Significant Potentially With Less Than Significant Mitigation Significant No Issues: Impact Incorporated Impact Impact III. 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) Conflict with or obstruct ❑ implementation of the applicable air quality plan? b) Violate any air quality standard or ❑ ❑ ® ❑ contribute substantially to an existing or projected air quality violation? C) Result in a cumulatively ® ❑ considerable net increase of any criteria pollutant for which the project region is nonattainment under an applicable federal or state ambient air quality standard (including releasing emissions which exceed quantitative thresholds for ozone precursors)? d) Expose sensitive receptors to ❑ substantial pollutant concentrations? e) Create objectionable odors affecting a substantial number of people? Environmental Setting The project site is located in Los Angeles County, which lies within the South Coast Air Basin and is under the local air quality jurisdiction of the South Coast Air Quality Management District (SCAQMD). Nearby sensitive receptors include the Arroyo Pacific school and residential uses to the north of the property. Recent measurements of the City's air quality show that the City's air quality exceeds thresholds for Ozone (03), particulate matter of 10 microns or less (PM Io), and particulate matter of 2.5 microns or less (PM2,$). (Arcadia Gcneral Plan Update EIR, 2010.) The SCAQMD, with input from the Southern California Association of Governments (SCAG), is responsible for preparing the Air Quality Management Plan (AQMP) for the SoCAB, which addresses federal and state CAA requirements. The AQMP details goals, policies, and programs for improving air quality in the SoCAB. The SCAQMD has published the Draft Final 2007 AQMP, which was adopted by the SCAQMD Governing Board on June 1, 2007. In September 2007, the CARB Board adopted the SCAQMD 2007 AQMP as part of the SIP. The purpose of the 2007 AQMP for the SoCAB (and those portions of the Salton Sea Air Basin under the SCAQMD's jurisdiction) is to set forth a comprehensive program that will lead these areas into compliance with federal and State air quality planning requirements for ozone and PM2.5. On September 27, 2007, the CARB Board adopted the State Strategy for the 2007 SIP and the 2007 South Coast AQMP as part of the SIP. Rusnak Purchase and Sale Agreement — 419113 Page 9 of 50 FORM "J" Additionally, the 2007 AQMP has been submitted to the USEPA for approval, but no timeline on the approval is available at this time. As part of the 2007 AQMP, the SCAQMD requested and the USEPA approved a "bump -up" to the "extreme" nonattainment classification for ozone in the SoCAB, which extends the attainment date to 2024 and allows for the attainment demonstration to rely on emission reductions from measures that anticipate the development of new technologies or improvement of existing control technologies. Although PM2.5 plans for nonattainment areas were due in April 2008, the 2007 AQMP also focuses on attainment strategies for the PM2.5 standard through stricter control of sulfur oxides, directly emitted PM2.5, NOx, and VOCs. The need to commence PM2.5 control strategies before April 2008 is due to the attainment date for PM2_5 (2015) being much earlier than that for ozone (2024). However, it should be noted that the PM2.5 plans are still in the process of being submitted. Control measures and strategies for PM2.5 will also help control ozone generation in the region because PM2,5 and ozone share similar precursors (e.g., NOx). The SCAQMD has integrated PM2.5 and ozone reduction control measures and strategies in the 2007 AQMP. In addition, the AQMP focuses on reducing VOC emissions, which have not been reduced at the same rate as NOx emissions in the past. Hence, the SoCAB has not achieved ozone reductions as were expected in previous plans. The 2007 AQMP was based on assumptions provided by both CARB and SCAG in the new EMFAC2007 model for the most recent motor vehicle and demographics information, respectively. The air quality levels projected in the 2007 AQMP are based on several assumptions. For example, the 2007 AQMP has assumed that development associated with general plans, specific plans, residential projects, and wastewater facilities will be constructed in accordance with population growth projections identified by SCAG in the Regional Transportation Plan (RTP). The 2007 AQMP also has assumed that such development projects will implement strategies to reduce emissions generated during the construction and operational phases of development. SCAQMD has established the following thresholds of significance for criteria pollutants: Pollutant Construction Operation NOx 100 lbs /day 55 lbs /day VOC 75 lbs/day 55 lbs/day PM10 150 lbs/day 150 lbs /day PM2.5 55 lbs/day 55 lbs/day Sox 150 lbs/day 150 lbs /day CO 550 lbs /day 550 lbs/day Lead 3 lbs /day 3 lbs/day Source: City of Arcadia General Plan Update Environmental Impact Report 2010 The SCAQMD adopts rules and regulations for maintaining clean air in the region. All projects are subject to SCAQMD rules and regulations in effect at the time of construction. Specific rules applicable to future development pursuant to the proposed General Plan Update may include, but are not limited to: Rule 401, Visible Emissions A person shall not discharge into the atmosphere from any single source of emission whatsoever any air contaminant for a period or periods aggregating more than three minutes in any one hour which is as dark or darker in shade as that designated No. 1 on the Ringelmann Chart, as published by the United States Bureau of Mines. Rusnak Purchase and Sale Agreement— 4/4!13 Page 10 of 50 FORM "J" Rule 402, Nuisance. A person shall not discharge from any source whatsoever such quantities of air contaminants or other material which cause injury, detriment, nuisance, or annoyance to any considerable number of persons or to the public, or which endanger the comfort, repose, health or safety of any such persons or the public, or which cause, or have a natural tendency to cause injury or damage to business or property. The provisions of this rule do not apply to odors emanating from agricultural operations necessary for the growing of crops or the raising of fowl or animals. • Rule 403, Fugitive Dust. This rule is intended to reduce the amount of particulate matter entrained in the ambient air as a result of anthropogenic (man -made) fugitive dust sources by requiring actions to prevent, reduce, or mitigate fugitive dust emissions. Rule 403 applies to any activity or man -made condition capable of generating fugitive dust. • Rule 1113, Architectural Coatings. No person shall apply or solicit the application of any architectural coating within the SCAQMD, with VOC content in excess of the values specified in a table incorporated in the Rule. a Regulation IX, NSPS, and Regulation X, NESHAPS. Federal standards for the performance of new stationary sources and the NESHAPS were adopted by the SCAQMD and made part of their rules and apply to the owner or operator of any stationary source that generates hazardous air pollutants. 0 Regulation XI and XIII. These regulations contain source- specific standards for various industrial uses and other pollutant sources and outlines review requirements for new, modified, or relocated facilities. • Regulation XI V, Toxics and Other Non - Criteria Pollutants, and Rule 1401, New Source Review to TACs Under SCAQMD Regulation XIV and Rule 1401, all sources that possess the potential to emit TACs are required to obtain permits from the SCAQMD. Permits may be granted to operations that are constructed and operated in accordance with applicable regulations, including new source review standards and airtoxics control measures. The SCAQMD limits emissions and public exposure to TACs through a number of programs and prioritizes TAC- emitting stationary sources based on the quantity and toxicity of the TAC emissions and the proximity of the facilities to sensitive receptors. • Rule 2202, On -Road Motor Vehicle Mitigation Options. This rule provides employers with a menu of options to reduce mobile source emissions generated from employee commutes to comply with CAA and CCAA requirements and with California Health and Safety Code section 40458. It applies to employers who employ 250 or more employees on a full or part-time basis at a work site. Discussion a) Conflict with or obstruct implementation of the applicable air quality plan? No Impact. The emission inventories used to develop the SCAB'S air quality attainment plans are based primarily on projected population growth and vehicle miles traveled (VMT) for the region, which are based, in part, on the planned growth identified in regional and community plans. The SCAQMD's Air Quality Attainment plan is based on general plan projections for each of the cities and counties that fall within the Sout� Coast Air Basin. Here, the proposed project would be consistent with the City's existing General Plan and zoning designations. Therefore, it would be consistent with the population growth and VMT projections contained in SCAQMD's Air Quality Attainment Plan. The proposed project would not interfere with the region's ability to attain or maintain state and national ambient air quality standards. Thus, implementation of the troposed project would not conflict with or obstruct implementation of any air quality planning efforts and there would be no impact. b) Violate any air quality standard or contribute substantially to an existing or projected air quality violation? i�usrzk Purchase and Sale Agreement — 4/9/13 Page 11 of 50 FORM "J" Less Than Significant Impact. As discussed below, implementation of the proposed project would result in short-term construction and long term operational criteria air pollutant and precursor emissions. Short -Term Construction Related Criteria Air Pollutants and Precursors During construction of the proposed project, criteria air pollutant (and precursor) emissions would be temporarily and intermittently generated from a variety of sources. As mentioned in the project description, the proposed project would require the demolition of approximately 13,000 square feet of the existing Rusnak buildings. In addition, project related site preparation would generate fugitive particulate matter (PM) dust emissions. Fugitive PM dust emissions are primarily associated with ground disturbance and material transport and vary as a function of parameters such as soil silt content and moisture, wind speed, acreage of disturbance area, and the intensity of activity performed with construction equipment. Exhaust emissions from diesel equipment, material transport trips, and construction worker - commute trips also contribute to short-term increases in PM emissions, but to a lesser extent. Exhaust emissions from these construction - related mobile sources would also include ROG and NOx. In addition, the application of architectural coatings (i.e., interior and exterior surface painting) would result in off -gas emissions of ROG. Construction - related emissions of criteria air pollutants and precursors were modeled in accordance with SCAQMD - recommended methodologies using project specifications (e.g., demolition square footage, volume to be imported, construction schedule, equipment list and duration), and default settings and parameters contained in the California Emissions Estimator Model -2011 (CAL- EEMOD). The modeled emissions are summarized in Table AQ -1. Table AQ-1 Summary of Modeled Short -Term Construction Criteria Air Pollutant and Precursor Emissions Construction Activity ROG bslda) NOx bslda PM,o lbs/day) PM2.5 (lbslda Demolition and Construction 718 73.17 6.60 4.63 SCAQMD Threshold of Significance 100 150 55 Notes: As demonstrated by Table AQ -1, project - generated emissions from construction would not violate or contribute substantially to an existing or projected air quality violation including the nonattainment status of the South Coast Air Basin for 03, PM10, or PM2,5 Furthermore, the proposed project would be required to comply with existing SCAQMD Rules and Regulations regarding air quality. Through implementation of Best Management Practices currently required by the SCAQMD Rules and Regulations, and the implementation of Standard Conditions SC14 below, the project's projected emissions would be further reduced. As a result, this impact would be less than significant. Long -Term Operational Related Regional Criteria Air Pollutant and Precursor Emissions Less Than Significant Impact. The proposed project would include the long -term operation of a high -end car dealership which would result in the presence of additional vehicles on the project site for sales and service. Customers and employees coming to the project site are anticipated to result in approximately 67 net new daily car trips. All new vehicles held for sale on the project site will be required to meet the state's current emissions standards. SCAQMD provides a screening methodology to determine project impacts from localized carbon monoxide (CO) emissions. This screening methodology was utilized to analyze local CO emissions from the operation of this project. According to the traffic study conducted, the proposed project would not impact any of the Rusnak Purchase and Sale Agreement — 419113 Page 12 of 50 FORM "T" surrounding intersections such that Level of Service (LOS) would be reduced below LOS E. Consequently, project - generated long -term operation related local mobile source emissions of CO would not violate or contribute substantially to an existing or projected air quality violation or expose sensitive receptors to substantial pollutant concentrations. As a result, this impact would be less than significant. C) Result in a cumulatively considerable net increase of any criteria pollutant for which the project region is non - attainment under an applicable federal or state ambient air quality standard (including releasing emissions which exceed quantitative thresholds for ozone precursors)? Less Than Significant Impact. South Coast Air Basin is currently designated nonattainment for the state ozone, PM10 and PM2.5 standards. Past, present and future development projects contribute to the region's adverse air quality impacts on a cumulative basis. By its very nature, air pollution is largely a cumulative impact. No single project is sufficient in size to, by itself, result in nonattainment of ambient air quality standards. Instead, a project's individual emissions contribute to existing cumulatively significant adverse air quality impacts. As explained in SCAQMD's CEQA Guidelines, and consistent with CEQA, if a project's contribution to the cumulative impact is considerable, then the project's impact on air quality would be considered significant. If a project exceeds the identified significance threshold, its emissions would be cumulatively considerable, resulting in an adverse air quality impact. As explained above in response to threshold (b), the proposed project would not result in the emission of pollutants in excess of the SCAQMD significance thresholds. Therefore, the project generated emissions of criteria pollutants and precursors would not be cumulatively considerable. This would be a less than significant impact. d) Expose sensitive receptors to substantial pollutant concentrations? Criteria Air Pollutants and Precursors Less Than Significant Impact. The closest sensitive receptors to the project site is the Arroyo Pacific school and residential uses, which are located approximately 50 yards to the northwest of the project site. These receptors are actually closer to the current showroom and service area. The new showroom will be built further to the east, surrounded by commercial uses. As discussed in response to threshold (b) above, project implementation would not result in significant regional or local emissions of criteria air pollutant or precursors from construction or operational related activities. Thus, project - generated criteria air pollutant and precursor emissions would not expose sensitive receptors to substantial pollutant concentrations. This impact would be less than significant. Toxic Air Contaminants Less Than Significant Impact. The project would result in short-term diesel exhaust emissions from on -site construction equipment. Particulate exhaust emissions from diesel- fueled engines (diesel PM) were identified as a toxic air contaminant (TAC) by ARB in 1998. The potential cancer risk from the inhalation of diesel PM, as discussed below, outweighs the potential for all other health impacts (ARB 2003), so is the focus of this discussion. The dose to which receptors are exposed is the primary factor used to determine health risk (i.e., potential exposure to toxic air contaminant (TAC) emission levels that exceed applicable standards). Dose is a function of the concentration of a substance or substances in the environment and the duration of exposure to the substance. Dose is positively correlated with time, meaning that a longer exposure period would result in a higher exposure level for the maximally exposed individual. Thus, the risks estimated for a maximally exposed individual are higher if a fixed exposure occurs over a longer period of time. According to the California Office of Environmental Health Hazard Assessment, health risk assessments, which determine the exposure of sensitive receptors to TAC emissions, should be based on a 70 -year exposure period; however, such assessments should be limited to the period/duration of activities associated with the proposed project (OEHHA 2001). Rusnak Purchase and Sale Agreement — 419113 Page 13 of 50 FORM "J" The primary source of diesel PM from the proposed project would be from construction - related activities (e.g., exhaust from off -road heavy -duty diesel equipment). Sensitive receptors surrounding the project site include residential uses and the Arroyo Pacific School. Based on the emission modeling shown above under the discussion of threshold "b ", the highest level of PM10 (combined dust and diesel exhaust) that would occur on the worst construction day would be 6.60 lbs/day. This level is substantially lower than the threshold of 150 lbs/day established by the SCAQMD. Additionally, the construction phase is estimated to last approximately 10 months with the peak construction in the first 4 months and only allowed to take place Monday to Saturday from 7:00 AM to 7:00 PM. Typically, there are fewer people in their homes during the time when construction would take place. Thus, considering the highly dispersive properties of diesel PM (Zhu and Hinds 2002), the substantially low amount of emissions predicted from this project, and the short duration and daily timing of construction activities, construction - related activities would not be anticipated to result in the exposure of sensitive receptors to substantial pollutant concentrations. The proposed project would include the long -term operation of an automobile sales and service business. As a result, operation of any stationary sources would not result in the exposure of sensitive receptors to TAC emissions that exceed SCAQMD's significance threshold. Thus, in regard to both project - generated construction and operational TACs, this impact would be considered less than significant. e) Create objectionable odors affecting a substantial number of people? Less Than Significant Impact. The occurrence and severity of odor impacts depend on numerous factors, including the nature, frequency, and intensity of the source; wind speed and direction; and the presence of sensitive receptors. Although offensive odors rarely cause any physical harm, they still can be very unpleasant, leading to considerable distress and often generating citizen complaints to local governments and regulatory agencies. The general nuisance rule (Health and Safety Code section 41700 and District Rule 402) established by the SCAQMD provides the basis for offensive odors thresholds. It states that "A person shall not discharge from any source whatsoever such quantities of air contaminants or other material which cause injury, detriment, nuisance, or annoyance to any considerable number of persons or to the public, or which endanger the comfort, repose, health or safety of any such persons or the public, or which cause, or have a natural tendency to cause injury or damage to business or property. The provisions of this rule do not apply to odors emanating from agricultural operations necessary for the growing of crops or the raising of fowl or animals." (City of Arcadia General Plan Update EIR 2010.) Implementation of the proposed project would not result in any major sources of odor (e.g., not one of the common types of facilities nor includes activities that are known to produce odors [landfill, coffee roaster, wastewater treatment facility]). Minor odors from the use of on -site equipment during construction activities would be intermittent and temporary, and would dissipate rapidly from the source with an increase in distance. In addition, operation of the project would not result in locating sensitive receptors near an existing odor source. Thus, project implementation would not create objectionable odors affecting a substantial number of people. As a result, this impact would be less than significant. For items IIIa -e, the following Standard Conditions shall be required. SC -1: Soil Stabilization. Construction contractors should monitor all graded and/or excavated inactive areas of the construction site daily. Soil stabilization methods, such as water and roll compaction, and environmentally safe dust control materials, shall be applied to portions of the construction site that are inactive for aver four days. If no further grading or excavation operations are planned for the area, the area shall be seeded and watered until landscape growth is evident, or periodically treated with environmentally safe dust suppressants, to prevent excessive fugitive dust. SC-2: Street Sweeping. Construction contractors shall sweep all on -site driveways and adjacent streets and roads at least once per day, preferably at the end of the day, if visible soil material is carried over the adjacent streets and roads. SC-3: On -site equipment shall not be left idling when not in use. Rus-mk Purchase and Sale Agreement — 419113 Page 14 of 50 FORM "J" SC-4: Staging areas for heavy -duty construction equipment shall be located as far as possible from sensitive receptors (i.e. adjacent residential uses). A staging plan showing where the construction trucks will be line -up and a truck route map shall be provided to the Development Services Director or designee for review and approval prior to construction. Less Than Significant Potentially With Less Than Significant Mitigation Significant No Issues: Impact Incorporated Impact Impact IV. BIOLOGICAL RESOURCES. Would the project: a) Have a substantial adverse effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special status species in local or regional plans, policies, or regulations, or by the California Department of Fish and Game or U.S. Fish and Wildlife Service? b) Have a substantial adverse effect on E ❑ any riparian habitat or other sensitive natural community identified in local or regional plans, policies, regulations or by the California Department of Fish and Game or U.S. Fish and Wildlife Service? C) Have a substantial adverse effect on ❑ federally protected wetlands as defined by Section 404 of the Clean Water Act (including, but not limited to, marsh, vernal pool, coastal, etc.) through direct removal, filling, hydrological interruption, or other means? d) Interfere substantially with the ❑ movement of any native resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors, or impede the use of native wildlife nursery sites? e) Conflict with any local policies or ❑ ❑ ordinances protecting biological resources, such as a tree preservation policy or ordinance? Rumak Purchase and Sale Agreement — 4/9113 Page 15 of 50 FORM "J" 0 Conflict with the provisions of an adopted Habitat Conservation Plan, Natural Community Conservation Plan, or other approved local, regional, or state habitat conservation plan? Environmental Setting The project site is located within an existing urban area of the City of Arcadia on a developed and fully disturbed site. Additionally, the project site is surrounded on all sides by development of other buildings, parking lots, and/or roadway infrastructure. There are no trees on site that could serve as suitable habitat for nesting birds or raptors. Discussion a) Have a substantial adverse effect, either directly or through habitat modifications, on any species identified as candidate, sensitive, or special status species in local or regional plans, policies, or regulations, or by the California Department of Fish and Game or U.S. Fish and Wildlife Service? No Impact. The project site is located on land that is fully developed. No habitat for candidate, sensitive or special status species is located on the project site. Therefore, the proposed project would not result in adverse effects on any sensitive species identified in local or regional plans policies or regulations or identified by the California Department of Fish and Game or the U.S. Fish and Wildlife Service. There would be no impact. b) Have a substantial adverse effect on any riparian habitat or other sensitive natural community identified in local or regional plans, policies, regulations or by the California Department of Fish and Game or US Fish and Wildlife Service? No Impact. The project site is located on land that is developed. No riparian vegetation or sensitive natural communities occur on the project site. Therefore, the proposed project would not result in adverse effects on any riparian habitat or other sensitive natural community identified in local or regional plans, policies or regulations or by the California Department of Fish and Game or the US Fish and Wildlife Service. No impact would occur. C) Have a substantial adverse effect on federally protected wetlands as defined by Section 440 of the Clean Water Act (including, but not limited to, marsh, vernal pool, coastal, etc.) through direct removal, filling, hydrological interruption, or other means? No Impact. There are no wetlands or jurisdictional waters on or near the project site. Therefore, the project would not remove, fill, or hydrologically interrupt federally protected wetlands. No impact would occur. d) Interfere substantially with the movement of any native resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors, or impede the use of native wildlife nursery sites? No Impact. There are no wildlife corridors on the project site as the site is in the middle of an urban community and is surrounded by development on all sides. The site is currently developed and is not used by wildlife as a corridor or for movement. Therefore, the proposed project would not impede wildlife movement through the site and no impact would occur. Rusnak Purchase and Sale Agreement — 4/4/13 Page 16 of 50 FORM "7" e) Conflict with any local policies or ordinances protecting biological resources, such as a tree preservation policy or ordinance? No Impact. On January 21, 1992 the City Council adopted Ordinance No. 1962 recognizing oak trees as significant aesthetic and ecological resources and establishing criteria for the preservation of oak trees. The regulations (Chapter 7 of the Arcadia Municipal Code) provide that the following oak trees shall not be removed, relocated, damaged, or have their protected zones encroached upon unless an Oak Tree Permit is granted. I . Engelmann Oaks (Quercus Engelmannii) or Coast Live Oak, California Live Oak (Quercus Agrifolia) which have a trunk diameter larger than four (4) inches measured at a point four and one half (4 %x) feet above the crown root, or, two (2) or more trunks measuring three (3) inches each or greater in diameter, measured at a point four and one half (4 %z) feet above the crown root. 2. Any other living oak tree with a trunk diameter larger than twelve (12) inches measured at a point four and one half (4' /z) feet above the crown root, or, two (2) or more trunks measuring ten (10) inches each or greater in diameter measured at a point four and one half (4' /z) feet above the crown root. There are no protected oak trees on -site. Therefore, the proposed project would not impact oak trees and would not conflict with the Arcadia Oak Tree Regulations. There would be no impact. i1 Conflict with the provisions of an adopted Habitat Conservation Plan, Natural Community Conservation Plan, or other approved local, regional, or state habitat conservation plan? No Impact. There are no adopted, approved, or proposed Habitat Conservation Plans; Natural Community Conservation Plans; or other approved local, regional, or state habitat conservation plans that cover habitats located within the City of Arcadia. There would, therefore, be no conflict with any such provisions with the proposed project. No impact would occur. Less Than Significant Potentially With Less Than Significant Mitigation Significant No Issues: Impact Incorporated Impact Impact V. CULTURAL RESOURCES. Would the project: a) Cause a substantial adverse change ❑ in the significance of a historical resource as defined in § 15064.5? b) Cause a substantial adverse change ❑ in the significance of an archaeological resource pursuant to § 15064.5? C) Directly or indirectly destroy a ❑ ® L1 unique paleontological resource or site or unique geologic feature? d) Disturb any human remains, El 11 including those interred outside of formal cemeteries? Ru-snak Purchase and Sale Agreement — 4/91I3 Page 17 of 50 FORM "F9 Environmental Setting Background information on cultural resources for the project area was obtained from review of the City's General Plan Update EIR. The City has a rich history marked by several known historic and archeological resources. According to the General Plan EIR, there are no known paleontological resources or human remains, including those interred outside of formal cemeteries, within the City's limits. Discussion a) Cause a substantial adverse change in the significance of a historical resource as defined in § 15064.5? No Impact. There are no historical resources located on the project site. Therefore, no impact would occur to any buildings or structures listed on the State Office of Historic Preservation's (OHP) California Register or the National Register of Historic Places. Furthermore, the proposed project would not result in a "substantial adverse change" to the immediate surroundings such that the significance of an historical resource would be materially altered. (State CEQA Guidelines § 15064.5.) Therefore, the proposed project would not cause a substantial adverse change in the significance of historical resources. No impact would occur b) Cause a substantial adverse change in the significance of an archeological resource pursuant to § 15064.5? Less Than Significant Impact. Implementation of the proposed project would involve no soil disturbance (i.e., grading, excavating, etc.) in previously undisturbed areas. No known archaeological sites are documented within the project site, and the site has been previously developed and graded. c) Directly or indirectly destroy a unique paleontological resource or site or unique geologic feature? Less Than Significant Impact. As mentioned above, there are no known paleontological resources within the City's limits. No unique paleontological or geologic features exist on site. d) Disturb any human remains, including those interred outside of formal cemeteries? Less Than Significant Impact. No evidence suggests that any prehistoric or historic -era marked or unmarked interments are present within or in the immediate vicinity of the project site. Further, the site has been previously developed and graded for prior land uses. Less Than Significant Potentially With Less Than Significant Mitigation Significant No Issues: Impact Incorporated Impact Impact VI. GEOLOGY AND SOILS. Would the project: a) Expose people or structures to ❑ ❑ ❑ ❑ potential substantial adverse effects, including the risk of loss, injury or death involving: Rusnak Purchase and Sale Agreement — 419113 Page 18 of 50 FORM "J" i) Rupture of a known earthquake fault, as delineated on the most recent Alquist -Priolo Earthquake Fault Zoning Map issued by the State Geologist for the area or based on other substantial evidence of a known fault? Refer to Division of Mines and Geology Special Publication 42. ii) Strong seismic ground shaking? iii) Seismic - related ground failure, including liquefaction? iv) Landslides? b) Result in substantial soil erosion or the loss of topsoil? C) Be located on a geologic unit or soil that is unstable, or that would become unstable as a result of the project, and potentially result in on- or off -site landslide, lateral spreading, subsidence, liquefaction or collapse? 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? C) 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 waste water? Environmental Setting Local Soil ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ 1 -■1 ® ❑ ® ❑ 0 19 ® ❑ ® ❑ El Z The U.S. Department of Agriculture's (USDA's) Report and General Soil Map for Los Angeles County identifies soil associations in the City of Arcadia as consisting primarily of Hanford soils, with Vista Amargosa soils at the northeastern end and Tujuriga- Soboba soils at the southeastern end (USDA 1969). Hanford soils are found on gently sloping alluvial fans. These soils are well- drained and have moderately rapid soil permeability. They are slightly acidic to mildly alkaline. Hanford soils have low shrink -swell potential and low corrosivity. They have slight limitations for shallow excavation and as septic tank filter fields. Erosion hazard is slight to moderate (USDA 1969). The Tujunga - Soboba soil association is made of up to 60 percent Tujunga soils and 30 percent Soboba soils, wit_ the remaining 10 percent consisting of sandy and cobble material in the beds of intermittent streams. Rumak Purchase and Sale Agreement — 419/13 Page 19 of 50 FORM "P' Tujunga soils have rapid soil permeability and are slightly acidic to mildly alkaline. Gravel and cobble make up 35 percent of the Soboba soils. Tujunga - Soboba soils have low shrink -swell potential and low corrosivity. Soil erosion hazard is slight to moderate from water and moderate to high from wind (USDA 1969). Vista - Amargosa soils are found in steep mountainous areas. Vista soils make up 45 percent of the association, with Amargosa soils making up 40 percent. The remaining 15 percent consist of 5 percent Godde soils, 5 percent Saugus soils, and 5 percent rock land. Vista soils are well drained and have moderately rapid soil permeability. Shcet and rill erosion are moderate on Amargosa soils, which has led to the removal of 25 or 40 percent of the surface soils, with rock outcrops covering 2 to 10 percent of the surface. Vista - Amargosa soils have low shrink -swell potential and low corrosivity. Soil erosion hazard is high to very high (USDA 1969). Faults and Seismicity Within Los Angeles County, numerous regional and local faults are capable of producing severe earthquakes (magnitude [M] of 6.0 or greater). Active and potentially active faults that cross the City of Arcadia include the Raymond fault (also known as the Raymond Hill fault), the Sierra Madre fault, and Eaton Wash groundwater barrier, with the Upper Elysian Park blind thrust and Puente Hills blind thrust underlying areas that could cause folding and uplift in the City. Others faults located near the City (within ten miles) include the Clamshell - Sawpit, Verdugo -Eagle Rock, Alhambra Wash, Whittier, and San Jose faults. Discussion 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 fault? Less Than Significant Impact. A number of existing regulations prevent development over a fault trace or protect structures and infrastructure from surface rupture hazards. Specifically, compliance with seismic design criteria in the CBC would promote the structural integrity of structures and infrastructures near faults. (See Standard Condition 4.6 -1 in General Plan Update EIR 2010.) Compliance with AP Zone requirements for detailed fault investigations would identify the presence of a fault trace on a development site. (See Standard Condition 4.6 -2 in General Plan Update EIR 2010.) Setbacks from the zone of previous ground rupture is required by the City's Special Studies Geologic Zones Code would preclude the development of structures intended for human occupancy over a potentially active, or an active fault trace, and require a setback requirement of at least 50 feet or greater for high risk structures, such as schools, hospitals, and buildings over 2 stories high. (See Standard Condition 4.6 -3 in General Plan Update EIR 2010.) Disclosure of a site's location within a Special Studies Zone during real estate transactions would also reduce risks to development. (See Standard Condition 4.6-4 in General Plan Update EIR 2010.) Therefore, with implementation of existing regulations, the proposed project would have a less than significant impact in this regard. ii) Strong seismic ground shaking? Less Than Significant Impact. Geotechnical studies for the proposed project have not been prepared to evaluate the suitability of project site soils for the potential for seismic induced settlement. If a seismic event occurs at a nearby fault, seismic induced settlement could affect the project site. The extent of damage would depend on the soil characteristics, groundwater depth, and duration and intensity of the earthquake. Consistent with the City's Standard Conditions of Approval, the project shall comply with the seismic design criteria in the CBC. (See Standard Condition 4.6 -1 in General Plan Update EIR 2010.) Therefore, with implementation of existing regulations, the proposed project would have a less than significant impact in this regard. iii) Seismic - related ground failure, including liquefaction? Rusnak Purchase and Sale Agreement — 419113 Page 20 of 50 FORM "r' Less Than Significant Impact. Liquefaction is the sudden temporary loss of strength in saturated, loose to medium dense, granular sediments subjected to ground shaking. Liquefaction can cause foundation failure of b-:ildings and other facilities due to the reduction of foundation bearing strength. Geotechnical studies have not been conducted to address the liquefaction potential at the project site. During a seismic event, the extent of damage from ground failure including liquefaction would depend on the soil characteristics, groundwater depth, and duration and intensity of the earthquake. Consistent with City policy, the project shall comply with the seismic design criteria in the CBC. (See Standard Condition 4.6 -1 in General Plan Update EIR 2010.) Therefore, with implementation of existing regulations, the proposed project would have a less than significant in.pact in this regard. iv) Landslides? Less Than Significant Impact. The project site is a relatively flat site and, therefore, would not be subject to landslides. This would be a less than significant impact. b) Result in substantial soil erosion or the loss of topsoil? No Impact. The proposed project site is currently fully developed and disturbed with impervious surfaces. TTe proposed project would not cause substantial soil erosion or loss of topsoil. Therefore, no impact would occur. c) Be located on a geologic unit or soil that is unstable or that would become unstable as a result of the project, and potentially result in on- or off -site landslide, lateral spreading, subsidence, liquefaction or collapse? Less Than Significant Impact. As described in response to threshold (a)(iii) above, liquefaction impacts are considered less than significant. d) Be located on expansive soil, as defined in Table 18 -1 -B of the Uniform Building Code (1994), creating substantial risks of life or property? Less Than Significant Impact. Expansive soils are soils that are high in expansive clays or silts and that swell and shrink with wetting and drying, respectively. This shrinking and swelling can result in differential ground movement, which can cause damage to foundations. However, proper fill selection, moisture control, and compaction during construction can prevent these types of soils from causing significant damage. The soils on -site have a moderate shrink/swell potential and could have the potential to create risk to life or property if the soils are not properly compacted. Consistent with City policy, the project shall comply with the seismic design criteria in the CBC. (See Standard Condition 4.6 -1 in General Plan Update EIR 2010.) Therefore, with implementation of existing regulations, the proposed project would have a less than significant impact in this regard. 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 waste water? No Impact. The proposed project would not include the use of septic systems. Therefore, no impact would occur. Rusnak Purchase and Sale Agreement -- 4/9/13 Page 21 of 50 FORM " F Less Than Significant Potentially With Less Than Significant Mitigation Significant No Issues: Impact Incorporated Impact Impact VII. GREENHOUSE GAS EMISSIONS. Would the project: a) Generate greenhouse gas emissions, ❑ either directly or indirectly, that may have a significant impact on the environment? b) Conflict with an applicable plan, El ® L1 policy or regulation adopted for the purpose of reducing the emission of greenhouse gases? Environmental Setting Certain gases in the earth's atmosphere, classified as greenhouse gases (GHGs), play a critical role in determining the earth's surface temperature. GHGs are responsible for "trapping" solar radiation in the earth's atmosphere, a phenomenon known as the greenhouse effect. Prominent GHGs contributing to the greenhouse effect are carbon dioxide (CO2), methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons, and sulfur hexafluoride. Human - caused emissions of these GHGs in excess of natural ambient concentrations are responsible for intensifying the greenhouse effect and have led to a trend of unnatural warming of the earth's climate, known as global climate change or global warming. It is extremely unlikely that global climate change of the past 50 years can be explained without the contribution from human activities (Intergovernmental Panel on Climate Change [IPCC] 2007). By adoption of Assembly Bill (AB) 32, the California Global Warming Solutions Act of 2006, and Senate Bill (SB) 97, the State of California has acknowledged that the effects of GHG emissions cause adverse environmental impacts. AB 32 mandates that emissions of GHGs must be capped at 1990 levels by the year 2020 (H &SC section 38530). Emissions of GHGs have the potential to adversely affect the environment because such emissions contribute, on a cumulative basis, to global climate change. Although the emissions of one single project will not cause global climate change, GHG emissions from multiple projects throughout the world could result in a cumulative impact with respect to global climate change. Legislation and executive orders on the subject of climate change in California have established a statewide context for and a process for developing an enforceable statewide cap on GHG emissions. Given the nature of environmental consequences from GHGs and global climate change, CEQA requires that lead agencies consider evaluating the cumulative impacts of GHGs, even relatively small (on a global basis) additions. Small contributions to this cumulative impact (from which significant effects are occurring and are expected to worsen over time) may be potentially considerable and therefore significant. Discussion a) Generate greenhouse gas emissions, either directly or indirectly, that may have a significant impact on the environment? Construction Greenhouse Gas Emission Rusaak Purchase and Sale Agreement — 4/9/13 Page 22 of 50 FORM "J" Less Than Significant Impact. Carbon Dioxide (CO2) is the primary greenhouse gas that would be emitted during project construction. Emissions would be associated with mobile - source exhaust from worker commute trips, haul truck trips, and equipment used on site (e.g., pavers, lifts). While emissions of other GHGs such as methane (CH4) and nitrous oxide (N20) are important with respect to global climate change, the emission levels of these GHGs for the sources associated with project activities are nominal compared with CO2 emissions, even considering their higher global warming potential. Therefore, all GHG emissions for construction are reported as CO2. GHG emissions associated with the project were modeled in accordance with SCAQMD - recommended methodologies using project specifications and default settings and parameters contained in the California Emissions Estimator Model -2011 (CAL- EEMOD). CAL -EEMOD allows for the input of project-specific information to estimate emissions generated by worker commute trips, on -site equipment, and haul truck trips. Input parameters were based on project- specific information, default model settings, and reasonably conservative assumptions. The modeled yearly emissions are summarized in Table GHG -1. As shown from the emission estimate in Table GHG -1, the emissions from this project would be minor. Table GHG-1 Summary of Modeled Construction GHG Emissions Project option Total CO2 MT/yr Proposed Project 351.65 Notes: COZ = carbon dioxide; GHG = greenhouse gas; MT /yr = metric tons per year. Values from URBEMIS were converted from short tons per year to metric tons per year. See Appendix A for detailed modeling results. Source: Modeling Conducted by City of Arcadia, 2013. Methodology by Rincon Consultants, 2012. The construction phase would be relatively short, and the associated emissions would not be substantial. For these reasons, it is unlikely that the construction of this project would conflict with the goals of AB 32. Therefore, the proposed project would have a less - than - cumulatively considerable and, therefore, less than significant construction impact on climate change. Operational Greenhouse Gas Emissions Less Than Significant Impact. The proposed project would introduce a new mobile source of greenhouse gas emissions to the project site. Using the CAL -EEMOD inputs and tables for this project, it is estimated that overall operational emissions from this project will be 1945.62 MT /yr. The recommended threshold set by the SCAQMD is 3,000 MT /yr to be considered cumulatively to have an impact (Rincon Consultants, 2012). b) Conflict with an applicable plan, policy or regulation adopted for the purpose of reducing the emission of greenhouse gases? Less Than Significant Impact. The principal overall state plan and policy is AB 32. The quantitative goal of AB 32 is to reduce GHG emissions to 1990 levels by 2020. This goal has been calculated by various methods as reducing 2020 GHG emissions by 28 to 30 percent compared to "business as usual ". The project falls within the parameters set by the City of Arcadia General Plan Environmental Impact Report (2010) as well as the City's Energy Action Plan (2012). Rusrak Purchase and Sale Agreement — 4,9113 Page 23 of 50 FORM "J" Issues: VIII. HAZARDS AND HAZARDOUS MATERIALS. Would the project: a) Create a significant hazard to the public or the environment through the routine transport, use, or With disposal of hazardous materials? b) Create a significant hazard to the Significant No public or the environment through Incorporated reasonably foreseeable upset and ❑ accident conditions involving the ® ❑ release of hazardous materials into the environment? C) Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste within one - quarter mile of an existing or proposed school? d) Be located on a site which is included on a list of hazardous materials sites compiled pursuant to Government Code section 65962.5 and, as a result, would it create a significant hazard to the public or the environment? e) For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project result in a safety hazard for people residing or working in the project area? f) For a project within the vicinity of a private airstrip, would the project result in a safety hazard for people residing or working in the project area? g) Impair implementation of or physically interfere with an adopted emergency response plan or emergency evacuation plan? ❑ ❑ ® ❑ ❑ ❑ ❑ ❑ ❑ ❑ ED ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ Rus: ak P=hase and Sale Agreement — 4/9/13 Page 24 of 50 FORM "Y" Less Than Significant Potentially With Less Than Significant Mitigation Significant No Impact Incorporated Impact Impact ❑ ❑ ® ❑ ❑ ❑ ® ❑ ❑ ❑ ❑ ❑ ❑ ❑ ED ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ Rus: ak P=hase and Sale Agreement — 4/9/13 Page 24 of 50 FORM "Y" h) Expose people or structures to a ❑ ❑ El significant risk of loss, injury or death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are intermixed with wildlands? Environmental Setting A computerized data search of various agency lists was conducted for the project site and surrounding area to identify potential hazardous contamination sites. There are no facilities on or adjacent to the project site that are listed as a Resource Conservation and Recovery Act (RCRA) generators of hazardous waste, according to the U.S. Environmental Protection Agency's (EPA's) Envirofacts Web database (EPA 2011) and the California Department of Toxic Substances Control (DTSC) EnviroStor Database (DTSC 2011 Discussion a) Create a significant hazard to the public or the environment through the routine transport, use, or disposal of hazardous materials? Less Than Significant Impact. The proposed project does not involve the routine transport, use or disposal of hazardous materials. However, as part of the proposed project, two (2) buildings totaling approximately 31,000 square feet would be demolished. It is possible that the buildings to be demolished may contain asbestos, lead based paint, or other hazardous building materials. In the event that such hazardous materials are brought transported on- or off -site, the project would be required to comply with the City's standard conditions regarding the routine transport of hazardous materials. (See Standard Conditions 4.7 -1.) b) Create a significant hazard to the public or the environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment? Less Than Significant Impact. As part of the proposed project, two (2) buildings totaling approximately 31,000 square feet would be demolished. It is possible that the buildings to be demolished may contain asbestos, lead based paint, or other hazardous building materials. Moreover, during construction of the proposed project, hazardous materials such as fuels and lubricants would be used to operate construction equipment such as backhoes, loaders, excavators, and compaction machines. Fuels and lubricants have the potential to be released into the environment at the project site, causing environmental and/or human exposure to these hazards. However, consistent with the City's standard policies, any and all hazardous materials used or present on -site, including asbestos and lead based paint, shall be removed and disposed of in accordance with the then existing applicable laws and regulations. (See Standard Conditions 4.7 -6 and 4.7 -7 in General Plan Update EIR 2010.) Therefore, through compliance with existing state and local regulations regarding hazardous building materials, the proposed project would have a less than significant impact in this regard. C) Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste within one - quarter mile of an existing or proposed school? Nn Impact. The proposed project site is not within one - quarter mile of an existing or proposed school. Therefore, the project would not have an impact in this regard. d) Be located on a site which is included on a list of hazardous materials sites compiled pursuant to Government Code section 55962.5 and, as a result, would it create a significant hazard to the public or the environment? Rumak Purchase and Sale Agreement — 419113 Page 25 of 50 F OW "T' No Impact. The project area is not identified by EPA or DTSC as a hazardous materials site (EPA 2011; DTSC 2011). Thus, the proposed project would not create a significant hazard to the public or to the environment as a result of existing hazardous material contamination. Therefore, no impact would occur. e) For a project located within an airport land use plan or, whether such a plan has not been adopted, within two miles 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? No Impact. The nearest general aviation airport, the El Monte Airport, is located approximately 5.5 miles from the project site. All Runway Protection Zones for the El Monte Airport are located within the City of El Monte. However, the airport influence area for the El Monte Airport extends into the southern portion of the City of Arcadia. The project site is not located within the airport influence area for the El Monte Airport. The proposed project would not affect airport safety. Therefore, no impact would occur. f) For a project within the vicinity of a private airstrip, would the project result in a safety hazard for people residing or working in the project area? No Impact. No private air strips occur within or near the project area. The proposed project does not include any structures of significant height or include any activities that would impair operations of air safety of these private air transport facilities. It should be noted that the proposed project contemplates construction of two (2) two -story buildings. A multi -story building is located immediately across the street from the project site on the southeast corner of Santa Anita Avenue and Santa Clara Street. Therefore, no impact would occur. g) Impair implementation of or physically interfere with an adopted emergency response plan or emergency evacuation plan? No Impact. Because the proposed project would be contained within an existing developed site, the proposed project would not permanently impair implementation of or physically interfere with the City's adopted emergency response plan or emergency evacuation plan. As a result, no impacts are anticipated. h) Expose people or structures to a significant risk of loss, injury or death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are intermixed with wildlands? No Impact. As explained above, the project site and its surrounding environment are completely built. The threat of wildland fires in the urban core of the City is minimal. Therefore, there would be no wildland fire risks associated with development of the project. Issues: IX. HYDROLOGY AND WATER QUALITY. Would the project: a) During project construction, will it create or contribute runoff water that would violate any water quality standards or waste discharge requirement, including the terms of t he City's municipal separate stormwater sewer system permit? Less Than Significant Potentially With Less Than Significant Mitigation Significant No Impact Incorporated Impact Impact ❑ ❑ ® ❑ Rusnak Purchase and Sale Agreement — 419113 Page 26 of 50 FORM "J" b) After the project is completed, will it create or contribute runoff water that would violate any water quality standards or waste discharge requirements, including the terms of the City's municipal separate sewer system permit? C) Provide substantial additional sources of polluted runoff from delivery areas; loading docks; other areas where materials are stored, vehicles or equipment are fueled or maintained, waste is handled, or hazardous materials are handled or delivered; other outdoor work areas; or other sources? d) Discharge stormwater so that one or more beneficial uses of receiving waters or areas that provide water quality benefit are impaired? Beneficial uses include commercial and sportfishing; shellfish harvesting; provision of freshwater, estuarine, wetland, marine, wildlife or biological habitat; water contact or non - contact recreation; municipal and domestic supply; agricultural supply; and groundwater recharge. e) Discharge stormwater so that significant harm is caused to the biological integrity of waterways or water bodies? f) Violate any water quality standards or waste discharge requirements? g) Substantially deplete groundwater supplies or interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table level (e.g., the production rate of pre- existing nearby wells would drop to a level which would not support existing land uses or planned uses for which permits have been granted)? h) 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 result in substantial erosion or siltation on- or off -site? IN 0 FE-1 Fell // U El /t LE 0 I ❑■ Rusaak Purchase and Sale Agreement — 419/13 Page 27 of 50 FORM "J" i) Substantially alter the existing ❑ ❑ ® ❑ ❑ drainage pattern of the site or area, ® including through the alteration of ❑ the course of a stream or river, or ® substantially increase the rate or ❑ amount of surface runoff in a ❑ manner which would result in ❑ flooding on- or off -site? D Significantly increase erosion, either on or off -site? k) Create or contribute runoff water which would exceed the capacity of existing or planned storm water drainage systems or provide substantial additional sources of polluted runoff? 1) Significantly alter the flow velocity or volume of stormwater runoff in a manner that results in environmental harm? m) Otherwise substantially degrade water quality? n) Place housing within a 100 -year flood hazard area as mapped on a federal Flood Hazard Boundary or Flood Insurance Rate Map or other flood hazard delineation map? o) Place within a 100 -year flood hazard area structures which would impede or redirect flood flows? P) Expose people or structures to a significant risk of loss, injury or death involving flooding, including flooding as a result of the failure of a levee or dam? q) Expose people or structures to inundation by seiches, tsunami, or mudflow? ❑ ❑ ® ❑ ❑ ❑ ® ❑ ❑ ❑ ® ❑ ❑ ❑ ® ❑ ❑ ❑ ® E ❑ ❑ ❑ F ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ Environmental Setting The proposed project site is currently built and fully developed. As explained above, the Property contains an existing vacant retail building and a parking lot. In addition, the existing Rusnak dealership is fully built and operational. The site is covered in imperious surfaces. Rusnak Purchase and Sale Agreement — 4/9/13 Page 28 of 50 FORM "d" Discussion a) During project construction, will it create or contribute runoff water that would violate any water quality standards or waste discharge requirements, including the terms of the City's municipal separate stormwater sewer system permit? Less Than Significant Impact. Storm water runoff from the proposed project construction site could contain pollutants such as soils and sediments that are released during demolition, grading and excavation activities and petroleum- related pollutants due to spills or leaks from heavy equipment and machinery. Other common pollutants that may result from construction activities include solid or liquid chemical spills; concrete and related cutting or curing residues; wastes from paints, stains, sealants, solvents, detergents, glues, acids, lime, piaster, and cleaning agents; and heavy metals from equipment. Construction runoff would flow into the storm drain inlets in the City or in the surrounding area and would enter into Eaton Wash, Arcadia Wash, Santa Anita Wash, Sierra Madre Wash, or Sawpit Wash, which are connected to the Rio Hondo and the Los Angeles River. With segments of the Rio Hondo and Los Angeles River considered as impaired water bodies, pollutants in the storm water could add to further degradation of water quality and violation of TMDLs for the Rio Hondo and Los Angeles River. However, the CWA establishes a framework for regulating potential water quality impacts from construction activities through the NPDES program. Construction activities that disturb one acre or more of land are required to obtain an NPDES permit from the SWRCB, Division of Water Quality. Coverage under the NPDES Construction General Permit is accomplished by completing and filing a PRD with the SWRCB prior to commencement of construction activities. The determination of Risk Level 1, 2, or 3 for a development project would be made at the time of PRD submittal. The BMPs set forth in the SWPPP and implemented during construction activities that are most often used include (1) erosion - control BMPs such as hydraulic mulch, soil binders, and geotextiles and mats to stabilize soils; (2) temporary drainage swales to divert runoff from exposed soils; (3) sediment controls such as fiber rolls along disturbed areas, temporary desalting basins, and gravel bags around storm drain inlets; (4) watering of exposed soils and covering stockpiles of soil; (5) stabilization of construction entrance /exit points to reduce tracking sediments; and (5) timing of grading to avoid the rainy season (November through April). According to the City's standard conditions, the proposed project would be required to obtain an NPDES permit. (See Standard Condition 4.8 -1 in General Plan Update EIR 2010.) Provisions of the 2007 California Building Code, grading permit requirements and conditions, and Arcadia Municipal Code provisions include elements that require reduction of erosion and sedimentation impacts. The project applicant/developer's full compliance with the NPDES General Permit No CAR000002 for Storm Water Discharges Associated with Construction Activity (or the latest approved general permit) is required. (See Standard Condition 4.8 -1 in General Plan Update EIR 2010.) Pursuant to permit requirements, the project applicant/developer shall develop a PRD (including an SWPPP) that incorporates BMPs for reducing or eliminating construction - related pollutants in the site runoff and for ongoing monitoring of site runoff water quality. See discussion of City's municipal separate stormwater sewer system permit below in response to threshold (b) As a result, compliance with the requirements of the NPDES Construction General Permit and Title 24 Green Buiiding Standards, would reduce short-term, general construction - related water quality impacts to surface water and to groundwater to levels considered less than significant; no mitigation is required. b) After the project is completed, will it create or contribute runoff water that would violate any water quality standards or waste discharge requirements, including the terms of the City's municipal separate stormwater sewer system permit? Rurak Purchase and Sale Agreement — 4/9/13 Page 29 of 50 FORM " 1" Less Than Significant Impact: The Los Angeles County NPDES MS4 Permit calls for new development and major redevelopment projects to prepare individual SUSMPs that identify the potential pollutants that would be generated by the project and the site. (See Standard Condition 4.8 -2 in General Plan Update EIR 2010.) SUSMPs are also required for the following activities: vehicle or equipment fueling areas; vehicle or equipment maintenance areas, including washing and repair; commercial or industrial waste handling or storage; outdoor handling or storage of hazardous materials; outdoor manufacturing areas; outdoor food handling or processing; outdoor animal care, confinement, or slaughter; or outdoor horticulture activities. The SUSMP must include a drainage concept and storm water quality plan that reduces peak storm water runoff discharge rates; conserves natural areas; minimizes storm water pollutants of concern; protects slopes and channels; provides storm drain system stenciling and signage; properly designs outdoor material storage areas and trash storage areas; and provides proof of ongoing BMP maintenance through structural or treatment- control BMPs. Satisfaction of MS4 Permit requirements for new development (SC 4.8 -2), with preparation of a SUSMP by individual projects, would comply with the water quality standards for storm water runoff. Additionally, the City also prohibits the discharge of specific pollutants into the storm water and requires development projects to provide best management practices to reduce pollutants in the storm water, under Article VII, Chapter 8 of the Arcadia Municipal Code. (See Standard Condition 4.8 -3 in General Plan Update EIR 2010.) Compliance with these regulations would reduce storm water pollution in the longterm. Compliance with these existing regulations would prevent long -term water quality impacts from the project development. Impacts would be less than significant, and no mitigation is required. C) Provide substantial additional sources of polluted runoff from delivery areas; loading docks; other areas where materials are stored, vehicles or equipment are fueled or maintained, waste is handled, or hazardous materials are handled or delivered; other outdoor work areas; or other sources? Less Than Significant Impact: The proposed project includes high -end luxury vehicle sales and a service center. It is possible that sources of polluted runoff could originate from the lot where the for -sale vehicles are parked and from the delivery areas, loading docks and the service center. However, as explained above, the project's compliance with the requirements of the NPDES Construction General Permit, Title 24 Green Building Standards, MS4 Permit requirements for new development including preparation of a SUSMP, and Article VII, Chapter 8 of the Arcadia Municipal Code, which prohibits discharge of specific pollutants into the storm water system and requires installation of best management practices to reduce pollutants in stormwater, would all ensure that polluted runoff impacts would be less than significant. d) Discharge stormwater so that one or more beneficial uses of receiving waters or areas that provide water quality benefit are impaired? Beneficial uses include commercial and sportfishing; shellfish harvesting; provision of freshwater, estuarine, wetland, marine, wildlife or biological habitat; water contact or non- contact recreation; municipal and domestic supply; agricultural supply; and groundwater recharge. Less Than Significant Impact: Refer to responses to thresholds (a) -(b) above. The site is currently completely impervious, with parking lots, buildings and hardscape covering virtually 100% of the property. The SUSMP required for the new project will improve discharge in that more stormwater will be retained on site and less sheetflow will occur. e) Discharge stormwater so that significant harm is caused to the biological integrity of waterways or water bodies? Less Than Significant Impact: Refer to responses to thresholds (a) -(b) above. f) Violate any water quality standards or waste discharge requirements? Rwiak Purchase and Sale Agreement — 4/9/13 Page 30 of 50 FORM "J" im) Otherwise substantially degrade water quality? Less Than Significant Impact. Refer to responses to thresholds (a) -(b) above. g) Substantially deplete groundwater supplies or interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table level (e.g., the production rate of pre - existing nearby wells would drop to a level which would not support existing land uses or planned uses for which permits have been granted)? No Impact. As explained above, the proposed project site is currently covered by impervious surfaces. Groundwater recharge does not occur at the project site. Therefore, to the extent that the proposed project would redevelop the existing site, it would not deplete groundwater supplies or otherwise interfere with groundwater recharge. Thus, no impact would occur. h) 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 result in substantial erosion or siltation on- or off -site? D Significantly increase erosion, either on or off -site? Less Than Significant Impact. As explained above, the proposed project site is currently covered by impervious surfaces. Moreover, the project is located in the City's urban core and is surrounded on all sides by development. Stormwater is currently discharged as sheet flow across the existing paved site into the adjacent drainage facilities in the street. The SUSMP required for the new project will improve discharge in that more stormwater will be retained on site and less sheet flow will occur. There are no streams or rivers on or near the project site. The proposed project would not substantially change this drainage pattern and would not lead to erosion either on or off -site. Therefore, impacts would be less than significant. 1) Significantly alter the flow velocity or volume of stormwater runoff in a manner that results in environmental harm? i) Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, or substantially increase the rate or amount of surface runoff in a manner which would result in flooding on- or off -site? Less Than Significant Impact. As explained above, the proposed project site is currently covered by impervious surfaces and the proposed project would not substantially alter the existing site drainage pattern. Moreover, because the site is currently covered by pavement and existing buildings and because the proposed prod ect would be substantially similar in terms of the amount of impervious surface, neither the rate nor the amount of surface runoff would substantially change. If anything, the required SUSMP will improve site drainage in that more stormwater will be required to be retained on site and less sheet flow will occur. Moreover, there are no streams or rivers on or near the project site that would be altered as a result of the project. Further, the best practices required as part of the SUSMP for the project will actually reduce sheet flow from the site and, therefore, the proposed project would not change the flow velocity or volume of stormwater from the site. As a result, runoff from the proposed project would not result in flooding on- or off - site, Therefore, there would be a less than significant impact. k) Create or contribute runoff water which would exceed the capacity of existing or planned stormwater drainage systems or provide substantial additional sources of polluted runoff? Less Than Significant Impact. As explained above, the proposed project would be required to obtain an NPDES permit from the Regional Water Quality Control Board. As a condition of the issuance of that permit, the applicant must implement various minimum Best Management Practices to minimize polluted runoff. With implementation of those Best Management Practices, the proposed project would not provide substantial Rusnak- Purchase and Sale Agreement — 419113 Page 31 of 50 FORM '7 additional sources of polluted runoff into the City's existing or planned stormwater drainage systems. Therefore, this impact would be less than significant. n) Place housing within a 100 -year flood hazard area as mapped on a federal Flood Hazard Boundary or Flood Insurance Rate Map or other flood hazard delineation map? No Impact. The proposed project would not include construction of any housing. The project area is located outside of the FEMA 100 -year floodplain. Therefore, no housing would be placed within a flood zone as a result of this project, and no impact would occur. o) Place within a 100 -year flood hazard area structures which would impede or redirect flood flows? No Impact. The proposed project site is located outside of the FEMA 100 -year floodplain. Therefore, none of he proposed facilities would be subject to significant flooding risks; and, therefore, would not be anticipated to result in impeded or redirected flood flows. No impact would occur. P) Expose people or structures to a significant risk of loss, injury or death involving flooding, including flooding as a result of the failure of a levee or dam? No Impact. As described above, the entire project area is located outside of the FEMA 100 -year flood zone. Additionally, the proposed project would not disturb, disrupt, or otherwise contribute to the failure of any levee, dam, or other flood control structure. Therefore, no impact would occur. q) Expose people or structures to inundation by seiche, tsunami, or mudflow? No Impact. The project site is not located in the vicinity of any lakes or other large water bodies that would be susceptible to seiche, in the event of seismic activity. Additionally, the project site is not located in the vicinity of any tidally- influenced waters, and is at an elevation above 65 feet sea level. Therefore, the project area would not be susceptible to tsunami. Finally, the project area is situated in the central portion of the City of Arcadia within a large, open expanse of flat topography. As such, the area is not susceptible to large -scale mudflows. No impact would occur. Issues: X. LAND USE AND PLANNING. Would the project: a) Physically divide an established community? b) Conflict with any applicable land use plan, policy, or regulation of an agency with jurisdiction over the 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? Less Than Significant Potentially With Less Than Significant Mitigation Significant No Impact Incorporated Impact Impact ❑ ❑ ❑ ❑ ❑ ❑ Rumak Purchase and Sale Agreement — 419113 Page 32 of 50 FORM "T" C) Conflict with any applicable habitat ❑ ❑ N conservation plan or natural community conservation plan? Environmental Setting The project site is located in the central portion of the City of Arcadia at the southwest corner of the intersection of Santa Clara Street and Santa Anita Avenue. The project site is surrounded on all sides by a developed environment, lmmediately to the north and west, the project site is bordered by Santa Clara Street. To the south, the project site is bounded by Huntington Drive. To the west, the site is bordered by the existing Rusnak car dealership. Properties to the east of the project site are zoned CBD and are developed with commercial, office, and retail land uses. Discussion a) Physically divide an established community? No Impact. The project would be located within an existing commercial zone of the City. Moreover, the project would be located immediately adjacent to the existing Rusnak car dealership. The proposed project would be consistent with the existing uses in the surrounding area. Development of the Property to expand the existing Rusnak dealership would not disrupt or divide the physical arrangement of the existing community by interrupting access or development of physical barriers. Therefore, no impact would occur. b) Conflict with any applicable land use plan, policy, or regulation of an agency with jurisdiction over the project? No Impact. The project site is designated Commercial in the City's General Plan. According to the City's General Plan, the Commercial land use designation is intended to permit a wide range of commercial uses which serve both neighborhood and citywide markets. The designation allows a broad array of commercial enterprises, including among other things, durable goods. Vehicles are durable goods. Further, the car dealership show room and service center are both commercial enterprises designed to serve the neighborhood and citywide markets. Therefore, the use is consistent with the City's General Plan designation for the site. Moreover, the project is consistent with the site's CBD and C -2 zoning designations because the showroom will include business offices and because the car dealership is a retail establishment. The project will need a Conditional Use Permit and Design Review approval prior to submittal of a building permit. C) Conflict with any applicable habitat conservation plan or natural communities conservation plan? No Impact. There are no adopted, approved, or proposed Habitat Conservation Plans; Natural Community Conservation Plans; or other approved local, regional, or state habitat conservation plans that cover habitats located within the City of Arcadia. There would, therefore, be no conflict with any such provisions with the proposed project. No impact would occur. Rummak Purchase and Sale Agreement — 419113 Page 33 of 50 FORM "J" Issues: XI. MINERAL RESOURCES. Would the project: a) Result in the loss of availability of a known mineral resource that would be of value to the region and the residents of the state? b) Result in the loss of availability of a locally - important mineral resource recovery site delineated on a local general plan, specific plan or other land use plan? Environmental Setting Less Than Significant Potentially With Less Than Significant Mitigation Significant No Impact Incorporated Impact Impact ❑ ❑ ❑ ❑ ❑ ❑ Based on the California Department of Conservation maps, there are no oil, gas, or geothermal resources in the City of Arcadia or the surrounding area (DOGGR 2001). No known mineral resources are located within or adjacent to the project site. Discussion a) Result in the loss of availability of a known mineral resource that would be of value to the region and the residents of the state? No Impact. The project site is not located within a mapped mineral resource zone. No loss of availability of a known mineral resource that would be of value to the region and the residents of the state would occur. Therefore, no impacts would occur. b) Result in the loss of availability of a locally- important mineral resource recovery site delineated on a local general plan, specific plan or other land use plan? No Impact. There are no locally important mineral resource recovery sites delineated on a local general plan, specific plan, or other land use plan that include the project site. Therefore, no impact would occur. Issues: Xli. NOISE. Would the project result in: a) Exposure of persons to or generation of noise levels in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies? Less Than Significant Potentially With Less Than Significant Mitigation Significant No Impact Incorporated Impact Impact ❑ ❑ ® ❑ Rusnak Purchase and sale Agreement — 419113 Page 34 of 50 FORM "J" b) Exposure of persons to or generation of excessive groundbome vibration or groundbome noise levels? C) A substantial permanent increase in ambient noise levels in the project vicinity above levels existing without the project? d) A substantial temporary or periodic increase in ambient noise levels in the project vicinity above levels existing without the project? e) For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project expose people residing or working in the project area to excessive noise levels? f) For a project within the vicinity of a private airstrip, would the project expose people residing or working in the project area to excessive noise levels? Environmental Setting ❑ ❑ ❑ ❑ ® ❑ ® ❑ ■ �QR The project site is located in the urban core of the City of Arcadia along a commercial strip that is currently built out. There are sensitive receptors to the northwest of the project but these receptors are closer to the existing car sales use. The existing noise environment is primarily influenced by transportation noise from vehicle traffic on the local roadway system (i.e., Santa Clara Street, Santa Anita Avenue, and Huntington Drive). Other noise sources that contribute to the existing noise environment include adjacent commercial enterprises, parking lots, and residences. Transportation related sources are also considered sources of vibration in the project area. Applicable regulations are contained in the City of Arcadia General Plan Noise Element. The Environmental Hazards chapter of the current Arcadia General Plan evaluates natural and man-made hazards in the project area and determines appropriate levels of protection through hazard reduction programs for noise, among other things. The Environmental Hazards chapter is the guiding document for the City's noise policy and contains policies designed to protect residents and businesses from excessive and persistent noise intrusions. Table 4.11 -3 in the General Plan provides the City's exterior and interior noise levels for each land use category. Below is an excerpt from Table 4.11 -3 regarding the interior and exterior noise standards for Commercial and Business Park land uses. Rusrak Purchase and Sale Agreement — 419113 Page 35 of 50 FORM "J" EXCERPT FROM TABLE 4.11 -3 OF CITY GENERAL PLAN INTERIOR AND EXTERIOR NOISE STANDARDS Land Use Noise Level Interior (Le Exterior CNEL Commercial and Business Park: Private Office 45 - General Office 50 - Restaurant, Retail Store, etc 55 - Warehousing/Industrial 65 - Discussion a) Exposure of persons to or generation of noise levels in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies? C) A substantial permanent increase in ambient noise levels in the project vicinity above levels existing without the project? d) A substantial temporary or periodic increase in ambient noise levels in the project vicinity above levels existing without the project? Short Term Construction Noise Less Than Significant Impact. Construction noise levels in the vicinity of the proposed project would fluctuate depending on the particular type, number, and duration of usage for the varying equipment. The effects of construction noise largely depend on the type of construction activities occurring on any given day, noise levels generated by those activities, distances to noise sensitive receptors, and the existing ambient noise environment in the receptor's vicinity. Construction generally occurs in several discrete stages, each phase requiring a specific complement of equipment with varying equipment type, quantity, and intensity. These variations in the operational characteristics of the equipment change the effect they have on the noise environment of the project site and in the surrounding community for the duration of the construction process. To assess noise levels associated with the various equipment types and operations, construction equipment can be considered to operate in two modes, mobile and stationary. Mobile equipment sources move around a construction site performing tasks in a recurring manner (e.g., loaders, graders, dozers). Stationary equipment operates in a given location for an extended period of time to perform continuous or periodic operations. Operational characteristics of heavy construction equipment are additionally typified by short periods of full - power operation followed by extended periods of operation at lower power, idling, or powered -off conditions. Additionally when construction- related noise levels are being evaluated, activities that occur during the more noise - sensitive evening and nighttime hours are of increased concern. Because exterior ambient noise levels typically decrease during the late evening and nighttime hours as traffic volumes and commercial activities decrease, construction activities performed during these more noise- sensitive periods of the day can result in increased annoyance and potential sleep disruption for occupants of nearby residential uses. Rumak Purchase and Sale Agreement — 419113 Page 36 of 50 FORM " Y The site preparation phase typically generates the most substantial noise levels because the on -site equipment associated with grading, compacting, and excavation are the noisiest. Site preparation equipment and activities include backhoes, bulldozers, loaders, and excavation equipment (e.g., graders and scrapers). Erection of large structural elements and mechanical systems could require the use of a crane for placement and assembly tasks, which may also generate louder noise levels. Based on the information provided in the project description, demolition of the existing buildings and construction of the proposed project would require the types of construction equipment listed in Table N01- 1. It is expected that maximum noise levels would be associated with site preparation activities using excavators and graders. Noise emission levels at 50 feet from these types of construction equipment are shown in Table N0I -1 below. Based on the information provided in Table NOI -1 and accounting for typical usage factors of individual pieces of equipment and activity types along with standard attenuation rates, on -site construction - related activities could result in hourly average noise levels of approximately 65 dBA Leq (70 dBA "J at the nearest sensitive receptors (100 yards away). These modeled noise levels would not exceed the applicable daytime and nighttime performance standards defined by the City of Arcadia in the General Plan Noise Element. Consistent with the City's standard policies, the proposed project would be conditioned to comply with the City's standard hours of construction of Monday through Saturday from 7 AM to 7 PM. Therefore, short-term on -site construction source noise would not result in the exposure of persons to or generation of noise levels in excess of applicable standards, or a substantial temporary increase in ambient noise levels in the project vicinity above levels existing without the project. This impact would be less than significant. Long Term Operational Stationary Source Noise Less Than Significant Impact. Implementation of the proposed project would result in the expansion of the existing Rusnak car dealership, which would result in mobile source noise impacts as well as stationary source noise impacts from the new dealership. However, general operation of this commercial use in this commercially zoned area would not exceed the applicable daytime or nighttime performance standards defined by the City of Arcadia in the General Plan Noise Element. Therefore, long -term on -site operational- related mobile- source and stationary - source noise would not result in the exposure of persons to or generation of noise Rusnak Purchase and Sale Agreement -- 4/9/13 Page 37 of 50 FORM "J" Table NOI -1 Typical Reference Noise Emission Levels from Construction Equipment Equipment Type Reference Level (L. dBA) @ 50 feet Crane 85 Loader 80 Telehandler 85 Backhoe 80 Excavator 85 Grader 85 Asphalt Paver 85 Roller 85 Manlift 85 Truck (cement or water) 84 -85 Notes: Assumes all equipment is fitted with a properly maintained and operational noise control device, per manufacturer specifications. Noise levels listed are manufacture- specified noise levels for each piece of heavy construction equipment. Source: FHWA 2006 Based on the information provided in Table NOI -1 and accounting for typical usage factors of individual pieces of equipment and activity types along with standard attenuation rates, on -site construction - related activities could result in hourly average noise levels of approximately 65 dBA Leq (70 dBA "J at the nearest sensitive receptors (100 yards away). These modeled noise levels would not exceed the applicable daytime and nighttime performance standards defined by the City of Arcadia in the General Plan Noise Element. Consistent with the City's standard policies, the proposed project would be conditioned to comply with the City's standard hours of construction of Monday through Saturday from 7 AM to 7 PM. Therefore, short-term on -site construction source noise would not result in the exposure of persons to or generation of noise levels in excess of applicable standards, or a substantial temporary increase in ambient noise levels in the project vicinity above levels existing without the project. This impact would be less than significant. Long Term Operational Stationary Source Noise Less Than Significant Impact. Implementation of the proposed project would result in the expansion of the existing Rusnak car dealership, which would result in mobile source noise impacts as well as stationary source noise impacts from the new dealership. However, general operation of this commercial use in this commercially zoned area would not exceed the applicable daytime or nighttime performance standards defined by the City of Arcadia in the General Plan Noise Element. Therefore, long -term on -site operational- related mobile- source and stationary - source noise would not result in the exposure of persons to or generation of noise Rusnak Purchase and Sale Agreement -- 4/9/13 Page 37 of 50 FORM "J" levels in excess of applicable standards, or a substantial permanent increase in ambient noise levels in the project vicinity above levels existing without the project. This impact is considered less than significant. b) Exposure of persons to or generation of excessive groundborne vibration or groundborne noise levels? Less Than Significant Impact. Construction of the proposed project may result in varying degrees of temporary groundbome vibration and noise, depending on the specific construction equipment used and activities involved. Groundbome vibration and noise levels associated with various types of consttruction equipment and activities are summarized in Table N01-2. Based on the information provided in the project description and on the types of construction activities associated with the proposed project (e.g., site preparation and building erection) it is expected that maximum groundbome vibration and noise levels would be associated with mobile sources. According to Federal Transit Administration, levels associated with the use of trucks are 0.076 inches per second (in/sec) and 86 vibration decibels (VdB) at 25 feet. Based on FTA's recommended procedure for applying a propagation adjustment to these reference levels, construction - related project activities would not result in levels at the nearest sensitive receptor (i.e., 100 yards) that exceed Caltrans's recommended level of 0.2 in/see PPV with respect to the prevention of structural damage for normal buildings or FTA's maximum acceptable level of 80 VdB with respect to human response for residential uses (i.e., annoyance). Long -term operation of the proposed project would not result in any major sources of vibration. Thus, implementation of the proposed project would not result in the exposure of existing off -site sensitive receptors to excessive groundborne vibration levels. Therefore, this impact is considered less than significant. e) For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project expose people residing or working in the project area to excessive noise levels? For a project within the vicinity of a private airstrip, would the project expose people residing or worldng in the project area to excessive noise levels? No Impact. As explained above, the nearest airport is the El Monte Airport. The El Monte Airport is a general aviation airport. All Runway Protection Zones for the El Monte Airport are located within the City of El Monte. However, the airport influence area for the El Monte Airport extends into the southern portion of the City of Arcadia. The project site is not located within the airport influence area for the El Monte Airport. Thus, the proposed project would not be located within two miles of a public (or public use) airport or within Rusnak Purchase and Sale Agreement — 419113 Page 38 of 50 FORM " F Table NOI -2 Representative Groundborne Vibration and Noise Levels for Construction Equipment Equipment PPV at 25 feet (in/sec; Approximate 1, (VdB) at 25 feet Blasting 1.13 109 Large Dozer 0.089 87 Caisson Drilling 0.089 87 Trucks 0.076 86 Rock Breaker 0.059 83 Jackhammer 0.035 79 Small Dozer 0.003 58 1 where PPV is the peak particle velocity 2 Where Lv is the root mean square velocity expressed in vibration decibels (VdB), assuming a crest factor of 4. Source: FTA 2006 According to Federal Transit Administration, levels associated with the use of trucks are 0.076 inches per second (in/sec) and 86 vibration decibels (VdB) at 25 feet. Based on FTA's recommended procedure for applying a propagation adjustment to these reference levels, construction - related project activities would not result in levels at the nearest sensitive receptor (i.e., 100 yards) that exceed Caltrans's recommended level of 0.2 in/see PPV with respect to the prevention of structural damage for normal buildings or FTA's maximum acceptable level of 80 VdB with respect to human response for residential uses (i.e., annoyance). Long -term operation of the proposed project would not result in any major sources of vibration. Thus, implementation of the proposed project would not result in the exposure of existing off -site sensitive receptors to excessive groundborne vibration levels. Therefore, this impact is considered less than significant. e) For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project expose people residing or working in the project area to excessive noise levels? For a project within the vicinity of a private airstrip, would the project expose people residing or worldng in the project area to excessive noise levels? No Impact. As explained above, the nearest airport is the El Monte Airport. The El Monte Airport is a general aviation airport. All Runway Protection Zones for the El Monte Airport are located within the City of El Monte. However, the airport influence area for the El Monte Airport extends into the southern portion of the City of Arcadia. The project site is not located within the airport influence area for the El Monte Airport. Thus, the proposed project would not be located within two miles of a public (or public use) airport or within Rusnak Purchase and Sale Agreement — 419113 Page 38 of 50 FORM " F the vicinity of a private airstrip. In addition, the proposed project site is not located within a comprehensive land use plan for the El Monte Airport. The project would result in no impact in this regard. Less Than Significant Potentially With Less Than Significant Mitigation Significant No Issues: Impact Incorporated Impact Impact XIII. POPULATION AND HOUSING. Would the project: a) Induce substantial population ❑ 1:1 growth in an area, either directly (for example, by proposing new homes and businesses) or indirectly (for example, through extension of road or other infrastructure)? b) Displace substantial numbers of ❑ existing housing, necessitating the construction of replacement housing elsewhere? C) Displace substantial numbers of ❑ ❑ ❑ people, necessitating the construction of replacement housing elsewhere? Environmental Setting The California Department of Finance, Demographic research unit estimates that the total population in the City of Arcadia as of April 1, 2010 was 56,364 (Department of Finance 2011). Discussion a) Induce substantial population growth in an area, either directly or indirectly? No Impact. The proposed project does not include a housing component. Therefore, the proposed project would not directly induce population growth. However, the project does involve expanding an existing commercial enterprise. According to information provided by the project proponent, the expanded auto dealership would provide 50 new jobs within the City of Arcadia. The addition of these 50 jobs, however, would not directly or indirectly cause population growth because the wages associated with the positions do not match the housing costs for the area. Wages would be substantially lower than the high cost of residential real estate and rental properties. Therefore, to the extent that the project would add 50 jobs to the City of Arcadia, it is unlikely that the positions will be filled by the City's residents. Thus, the project would have no impact in this regard. b) Displace substantial numbers of existing housing, necessitating the construction of replacement housing elsewhere? Na Impact. Construction and operation of the proposed project would not result in displacement of existing housing. Therefore, no impact would occur. C) Displace substantial numbers of people, necessitating the construction of replacement housing elsewhere? Ausnak Purchase and Sale Agreement — 419/13 Page 39 of 50 FORM V' No Impact. Construction and operation of the proposed project would not result in the displacement of people. Therefore, no impact would occur. Less Than Significant Potentially With Less Than Significant Mitigation Significant No Issues: Impact Incorporated Impact Impact XIV. PUBLIC SERVICES. Would the project: a) Result in substantial adverse ❑ ❑ ® ❑ physical impacts associated with the provision of new or physically altered governmental facilities, need for new or physically altered governmental facilities, the construction of which could cause significant environmental impacts, in order to maintain acceptable service ratios, response times or other performance objectives for any of the public services: Fire protection? ❑ ❑ ® ❑ Police protection? ❑ ❑ ® ❑ Schools? ❑ ❑ ® ❑ Parks? ❑ ❑ ® ❑ Other public facilities? ❑ ❑ ® ❑ Environmental Setting The nearest fire station to the project site is Arcadia Fire Station #106 at 710 South Santa Anita Avenue, which is approximately one mile from the project site. Arcadia Police Department provides police services for the City. The nearest police station is located at 250 West Huntington Drive, approximately one -half mile from the site. The project site lies within the boundaries of the Arcadia Unified School District. The District operates six elementary schools, three middle schools, and one comprehensive high schools. The nearest schools to the project site is Arroyo Pacific Academy (private), which is located approximately 100 yards from the site. The nearest City park is Arcadia County Park, which is located one - quarter of a mile from the project site. Amenities at the park include a swimming pool, active fields and play areas, tennis courts, and open green space. Rusr,A Purchase and Sale Agreement — 419113 Page 40 of 50 FORM 4G7" Discussion a) Result in a substantial adverse physical impact associated with the provision of new or physically altered governmental facilities, need for new or physically altered governmental facilities, the construction of which could cause significant environmental impacts, in order to maintain acceptable service ratios, response times or other performance objectives for any of the public services? Less Than Significant Impact. The proposed project involves the development of a currently vacant retail establishment. The Property and surrounding parcels will be significantly improved by the proposed project. As a result, the proposed project would require less municipal services than the currently vacant site. The proposed project is not anticipated to have an adverse impact on emergency, police, or fire services during project construction or operation because it would not increase the demand for these services beyond what is currently required by the current vacant retail establishment. No new or expanded public service facilities or services would be required. Therefore, this is a less than significant impact. Issues: XV. RECREATION. Would the project: a) Increase the use of existing neighborhood and regional parks or other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated? b) Does the project include recreational facilities or require the construction or expansion of recreational facilities which have an adverse physical effect on the environment? Environmental Setting ❑ ❑ ❑ No Impact '/ 1 /1 The nearest City park is Arcadia County Park, which is located one quarter mile from the project site. Amenities at the park include a swimming pool, active fields and sports areas, tennis courts, and open green space. Discussion a) Would the project increase the use of existing neighborhood and regional parks or other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated? No Impact. As the proposed project is a commercial enterprise, it would not increase the use of existing neighborhood and regional parks or other recreational facilities. Consequently, the project would not result in a substantial deterioration of the City's existing recreational facilities. Therefore, there would be no impact in this regard. Rusnak Purchase and Sale Agreement — 414113 Page 41 of 50 FORM "]" Less Than Significant Potentially With Less Than Significant Mitigation Significant Impact Incorporated Impact ❑ ❑ ❑ ❑ ❑ ❑ No Impact '/ 1 /1 The nearest City park is Arcadia County Park, which is located one quarter mile from the project site. Amenities at the park include a swimming pool, active fields and sports areas, tennis courts, and open green space. Discussion a) Would the project increase the use of existing neighborhood and regional parks or other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated? No Impact. As the proposed project is a commercial enterprise, it would not increase the use of existing neighborhood and regional parks or other recreational facilities. Consequently, the project would not result in a substantial deterioration of the City's existing recreational facilities. Therefore, there would be no impact in this regard. Rusnak Purchase and Sale Agreement — 414113 Page 41 of 50 FORM "]" b) Does the project include recreational facilities or require the construction or expansion of recreational facilities which might have an adverse physical effect on the environment? No Impact. The project would not increase demands for recreational facilities because no new population growth or housing would occur as a result of the project. Therefore, there would not be a need for construction or expansion of recreational facilities. No impact would occur_ Less Than Significant Potentially With Less Than Significant Mitigation Significant No Issues: Impact Incorporated Impact Impact XVI. TRANSPORTATION/ TRAFFIC. Would the project: a) Conflict with an applicable plan, ❑ L1 ® ❑ ordinance or policy establishing measures of effectiveness for the performance of the circulation system, taking into account all modes of transportation including mass transit and non - motorized travel and relevant components of the circulation system, including but not limited to intersections, streets, highways and freeways, pedestrian and bicycle paths, and mass transit? b) Conflict with an applicable ® L1 congestion management program, including, but not limited to, level of service standards and travel demand measures, or other standards established by the county congestion management agency for designated roads or highways? C) Result in a change in air traffic ❑ E] ❑ patterns, including either an increase in traffic levels or a change in location that results in substantial safety risks? d) Substantially increase hazards due El 11 to a design feature (e.g., sharp curves or dangerous intersections) or incompatible uses (e.g., farm equipment)? e) Result in inadequate emergency access? Rusrak Purchase and Sale Agreement — 4/9/13 Page 42 of 50 FORM "J" f) Conflict with adopted policies, 11 ❑ puns, or programs regarding public transit, bicycle, or pedestrian facilities, or otherwise decrease the performance or safety of such facilities? Environmental Setting Regional access to the project site is provided by Interstate 210 (I -210), a major north -south route interstate highway. Three major local roadways provide access to the project site. Santa Anita Avenue, Santa Clara Street, and Huntington Drive. Santa Anita Avenue and Huntington Drive are both Principal Travel Corridors according to the City of Arcadia Circulation Element. At the project site, Santa Anita Avenue is designated as a four (4) lane divided roadway whereas Huntington Drive is designated as four (4) land undivided roadway. Morlan Place is a local commercial street, with one lane in each direction. Discussion a) Conflict with an applicable plan, ordinance or policy establishing measures of effectiveness for the performance of the circulation system, taking into account all modes of transportation including mass transit and non - motorized travel and relevant components of the circulation system, including but not limited to intersections, streets, highways and freeways, pedestrian and bicycle paths, and mass transit? Less Than Significant Impact. According to the City of Arcadia General Plan, Arcadia's goal is to ensure mobility within and through the City by maintaining LOS D or better along most roadways where feasible. LOS D is commonly used by cities throughout the nation, and has been used in project -level review by the City of Arcadia. Establishment of the LOS D standard recognizes that some congestion will occur during peak hours, but that roadways will function at much better levels of service during the balance of the day. (General Plan 2010.) Under the LOS D standard, cars are sometimes required to wait more than 60 seconds during short peaks. There are no long - standing traffic queues. This level is typically associated with design practice for peak periods. The associated volume to capacity ratio is 0.801 - 0.900. (General Plan 2010.) A Traffic Study was completed for this project by Kimley Horn and Associates (dated January 9, 2013). Implementation of the project would result in a temporary increase in vehicle traffic on Santa Anita Avenue, Santa Clara Street, Huntington Drive and Morlan Place associated with short-term construction - related activities. A maximum of 30 construction workers would commute to the site on a daily basis; therefore, the project would result in the generation of 60 construction - worker trips per day. Proposed construction - related trips would result in a minor increase (i.e., less than .3 %) in traffic along local roadways. Level of service and the volume/capacity ratio would not be impacted by the project. Therefore, impacts associated with short-term traffic increases attributable to project construction would not conflict with the applicable General Plan policies regarding traffic. This impact would be less- than - significant. As indicated above, the project would result in 6 new full -time, which would result in the generation of 14 net neiv employee trips per day. The proposed operational- related trips would result in a minor increase in traffic along roadways. Level of service and the volume to capacity ratio would be substantially the same at all impacted intersections. Therefore, long -term increases in operational traffic attributable to the project would not conflict with the applicable General Plan policies regarding traffic. This impact would be less -than- sig- ificant. Rus .ak Purchase and Sale .Agreement — 419113 Page 43 of 50 FORM " J" Automobile sales uses are subject to a Conditional Use Permit. Through this process, specific parking requirements are required based on the operational plan proposed. Arcadia Municipal Code section 9269.5 requires that retail uses provide 5 parking spaces for every 1,000 square feet of gross floor area dedicated to the retail use. With approximately 25,000 square feet of showroom proposed, 125 parking spaces would be required for this portion of the site. The remaining 80,000 square feet of service area and 14,000 of remaining employee area would be considered under the industrial /warehouse category of 2 spaces per 1,000 square feet. This portion of the use would require 188 parking spaces. Taken together, 313 parking spaces could be required. The proposed project would include 456 parking spaces. Therefore, this impact would be less than significant b) Conflict with an applicable congestion management program, including but not limited to, level of service standards and travel demand measures, or other standards established by the county congestion management agency for designated roads or highways? Less Than Significant Impact. Metro is the agency responsible for oversight and implementation of the Congestion Management Program for Los Angeles County. The 2009 Long Range Transportation Plan provides mobility for Los Angeles County's future by providing new travel options that will serve the County for the next 30 years and beyond. It will improve highway speeds by almost 20 percent and arterial speeds by 15 percent countywide over the no -build scenario. (Metro 2010.) As described in response to threshold (a) above, short-term traffic impacts would be minor relative to existing traffic along the following local arterials Santa Anita Avenue, Santa Clara Street, Huntington Drive and Morlan Place. Over the long -term, proposed traffic volumes would be indistinguishable from existing traffic conditions because only six net new employees would regularly come to the site. In addition, because the proposed use is an improvement and upgrade from the existing use, increases in customer and service traffic will be an insignificant increase from current levels. The proposed project would not impact any roads, highways, or other infrastructure covered by the Congestion Management Plan. Therefore, this impact would be less than significant. c) Result in a change in air traffic patterns, including either an increase in traffic levels or a change in location that results in substantial safety risks? No Impact. The nearest public airport, El Monte Airport, is located approximately 5.5 miles from the project site. The proposed project does not include any structures of significant height or include any activities that would affect air traffic patterns. Therefore, no impact to air traffic patterns would occur. d) Substantially increase hazards due to a design feature (e.g., sharp curves or dangerous intersections) or incompatible uses (e.g., farm equipment)? No Impact. The proposed project would be located on a site that is currently developed. The development envelope would not extend beyond the existing built environment. No changes to the existing roadways would occur. Therefore, the project would not increase hazards due to a design feature or incompatible use. No impact would occur. e) Result in inadequate emergency capacity? No Impact. All construction activity would remain on -site and would not require the closure of any nearby roadways at any time during construction. The project would provide two points of emergency access to and from the site consistent with City policies. Therefore, there would be no impact in this regard. f) Conflict with adopted policies, plans, or programs supporting alternative transportation (e.g., bus turnouts, bicycle racks)? No Impact. The project would not generate the need for alternative transportation. Therefore, the project would not conflict with adopted policies, plans, or programs supporting alternative transportation and no impact would occur. Rusnak Purchase and Sale Agreement — 419113 Page 44 of 50 FORM "J" Issues: ❑ XVIL UTILITIES AND SERVICE SYSTEMS. Would the project: a) Exceed wastewater treatment requirements of the applicable Regional Water Quality Control Board? b) Require or result in the construction of new water or wastewater treatment facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? C) Require or result in the construction of new storm water drainage facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? d) Have sufficient water supplies available to serve the project from existing entitlements and resources, or are new or expanded entitlements needed? In making this determination, the City shall consider whether the project is subject to the water supply assessment requirements of Water Code Section 10910, et. Seq. (SB 610), and the requirements of Government Code Section 664737 (SB 221). e) Result in a determination by the wastewater treatment provider which serves or may serve the project that it has adequate capacity to serve the project's projected demand in addition to the provider's existing commitments? f) Be served by a landfill with sufficient permitted capacity to accommodate the project's solid waste disposal needs? g) Comply with federal, state, and local statutes and regulations related to solid waste? Less Than Significant Potentially With Less Than Significant Mitigation Significant Impact Incorporated Impact ❑ ❑ ❑ ❑ n U LE FE U ❑ ❑ ❑ ❑ No Impact ANNEMN ❑■ ■❑ // L/ 4 /1 L/ ❑0 Rusnak Purchase and Sale Agreement — 4/9/13 Page 45 of 50 FORM 441" Environmental Setting STORM DRAINAGE The City of Arcadia Public Works Division is responsible for operation and management of the City storm drain system. WASTEWATER AND SEWER Wastewater conveyance is handled by the City and the LACSD, and wastewater is processed (treated) by the Los Angeles Community Services District. WATER SUPPLY The City of Arcadia supplies water to the majority of development within its corporate boundaries, with approximately 13,400 service connections. Approximately 96 percent of the City is served by the Arcadia water system. Other water suppliers in the City include the Sunny Slope Water Company, East Pasadena Water Company, San Gabriel Valley Water Company (SGVWC), California- American Water Company (CAWC), and the Golden State Water Company (GSWC, formerly Southern California Water Company), which serve small areas along the western and southern boundaries of the City and its Sphere of Influence (SOI) (Stetson 2010). Exhibit 4.16 -1 shows the service area of the various water companies serving the City. SOLID WASTE DISPOSAL Solid waste collection services in the City are provided by private haulers for disposal at area landfills. Waste Management, Inc. (WM) serves single - family residential uses, while multi - family and non - residential uses are served by various commercial waste haulers. Programs that help reduce the amount of residential wastes sent to local landfills include fully automated green waste collection and recycling, weekly recyclables collection, extensive consumer education and information on the City's website, and composting assistance (Hogle- Ireland 2010). The nearest landfill to the City is the Puente Hills Landfill and Materials Recovery Facility (MRF). This facility is owned and operated by the LACSD, and encompasses 1,365 acres with 433 acres of disposal area. The Puente Hills Landfill is permitted to accept 13,200 tons per day (tpd) and currently accepts approximately 9,330 tpd. In 2006, it had a permitted capacity of 106 mullion cubic yards and a remaining capacity of 49 million cubic yards (CIWMB 2009). The MRF is a buy -back center that accepts aluminum cans, glass, plastic containers, steel cans, newspapers, cardboard, and electronic wastes of approximately 600 tpd (LACSD 2009). Hazardous materials must be disposed of or transported to a licensed disposal or treatment facility. Class III landfills cannot accept hazardous materials; these must be disposed in a Class I and Class II facility. There are no Class I or Class II landfills in the County of Los Angeles. However, there are two Class I and/or Class II landfills that exist in Central and Southern California that can accept hazardous waste generated within Los Angeles County, identified below: Ketdeman Hills Landfill, Kettleman City, Kings County, California. This is a Class I and Class II permitted landfill that accepts both hazardous and non - hazardous waste with a daily permitted capacity of 8,000 tpd and a remaining capacity of 6 million cubic yards as of 2000 (CalRecycle 2010c). Mc%ittrick Waste Treatment Site, McKittrick, Kern County, California. This facility is a Class II permitted landfill that accepts both hazardous and non - hazardous waste with a daily permitted capacity of 1,180 tpd and a remaining capacity of approximately 840,000 cubic yards as of 2001 (CalRecycle 2010d). Rusnak Purchase and Sale Agreement — 419113 Page 46 of 50 FORM 41" Arcadia Reclamation, Inc. operates an inert materials landfill on the former Rodeffer quarry site adjacent to the Interstate 605 (I -605) Freeway at the southeastern end of Arcadia. This site accepts concrete, asphalt, clean dirt, brick, block, rock, sand, rebar, stucco, and reinforced concrete pipe, most of which generally can be classified as construction debris. Once filled, the site is expected to be redeveloped with industrial and/or commercial uses (Hogle- Ireland 2010). Discussion a) Exceed wastewater treatment requirements of the applicable Regional Water Quality Control Board? Less Than Significant Impact. As explained above, the proposed project would be required to comply with all current wastewater and N1PDES permitting requirements. As a result, the proposed project would not exceed wastewater treatment requirements of the Regional Water Quality Control Board and this impact would be less than significant. b) Require or result in the construction of new water or wastewater treatment facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? No Impact. As explained above, the proposed project would not result in the construction of new water or wastewater treatment facilities or an expansion of existing facilities. Therefore, there would be no impact in this regard. 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? No Impact. The proposed project can be served by existing facilities. As the site is currently developed with impervious surfaces, the proposed project would not substantially change the drainage of the site. Therefore, the proposed project would not require the construction of new storm water drainage facilities or the expansion of existing facilities. Thus, no impacts would occur. d) Have sufficient water supplies available to serve the project from existing entitlements and resources, or are new or expanded entitlements needed? No Impact. The proposed project would not demand more water than what is currently necessary to serve the existing uses on the Property and at the Rusnak dealership. Thus, the project would not result in substantial water demands that would require new resources. Therefore, no new or expanded water supplies would be needed and no impact would occur. e) Result in a determination by the wastewater treatment provider which serves or may serve the project that it has adequate capacity to serve the project's projected demand in addition to the provider's existing commitments? Less Than Significant Impact. The proposed project would be required to connect to the local sewer system. Consistent with the City's standard practice, through the Conditional Use Permit and building permit process, the City's water and wastewater departments will verify adequate capacity and service levels. As the proposed project does not propose uses that would demand greater wastewater services than the current uses, the proposed project would have a less than significant impact in this regard. f) Be served by a landfill with sufficient permitted capacity to accommodate the project's solid waste disposal needs? Less Than Significant Impact. Project construction activities would generate minimal solid waste related to excess construction materials and material removed during demolition and site clearing. The quantity of solid Rusnak Purchase and Sale Agreement — 4/9/13 Page 47 of 50 FORM 4155 waste is not anticipated to affect the capacity of the landfills that serve the City. Disposal of all waste would comply with applicable regulations, including disposal of hazardous materials. As a result, landfill and solid waste impacts would be less than significant. g) Comply with federal, state, and local statutes and regulations related to solid waste? Less Than Significant Impact. Refer to the response to threshold (f) above. Less Than Significant Potentially With Less Than Significant Mitigation Significant No Issues: Impact Incorporated Impact Impact XVIII. MANDATORY FINDINGS OF SIGNIFICANCE a) Does the project have the potential ® ❑ ❑ to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self - sustaining levels, threaten to eliminate a plant or animal community, substantially reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? b) Does the project have the potential ❑ ❑ IK to achieve short -term environmental goals to the disadvantage of long- term environmental goals? C) Does the project have impacts that are individually limited, but cumulatively considerable? ( "Cumulatively considerable" means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects.) d) Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or indirectly? Discussion a) Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below Rusnak Purchase and Sale Agreement — 419113 Page 48 of 50 FORM "J" self - sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal species or eliminate important examples of the major periods of California history or prehistory? Less Than Significant With Mitigation Incorporated. As discussed in the Cultural Resources section of this Initial Study, the proposed project would result in potentially significant impacts as a result of construction of the proposed project, and would have the potential to degrade the quality of the environment. However, adoption and implementation of mitigation measures described in this Initial Study would reduce these individual impacts to less - than - significant levels. With regard to all other resources discussed in the Initial Study, impacts would either be less than significant or would have no impact on the existing environment. b) Does the project have the potential to achieve short -term environmental goals to the disadvantage of long -term environmental goals? Less Than Significant Impact. The project would not achieve short-term environmental goals to the disadvantage of long -term environmental goals. As explained above, the proposed project would comply with federal, state and local regulations designed to protect the long -term integrity of the environment. Given the infill and redevelopment nature of the project, it will help to alleviate conditions of blight, which have potential to cause substantial environmental harm. Moreover, the proposed project would either have no impact or a less than significant impact in nearly every resource category. To the extent that a potential impact coald occur to cultural resources, those potential impacts would be fully mitigated with the measures incorporated into this MND. C) Does the project have impacts that are individually limited, but cumulatively considerable? ( "Cumulatively considerable" means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects)? Less Than Significant With Mitigation Incorporated. Cumulative environmental effects are multiple individual effects that, when considered together, would be considerable or compound or increase other environmental impacts. Individual effects may result from a single project or a number of separate projects and may occur at the same place and point in time or at different locations and over extended periods of time. The purpose of the proposed project is to develop the Property in order to eliminate and prevent blight within the urban core of the City. Through the redevelopment of the project site, the property would be utilized to its maximum potential so as to benefit the City's business and civic environments. A related benefit of the project is that it would attract additional businesses and investment in the community due to the availability of the increased public and private services and economic activity resulting therefrom. The proposed project would not change existing water demands or uses not already planned for and would not affect population growth either directly or indirectly. In addition, construction, operation, and maintenance will not result in any substantial increase in numbers of permanent workers /employees. Implementation of the mitigation measures proposed in this Initial Study would reduce the project's impacts to a less - than - significant level, further reducing the project's contribution to environmental impacts to less than cumulatively considerable. d) Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or indirectly? Less Than Significant. No project - related environmental effects were identified that would cause substantial adverse effects on human beings. This would be a less than significant impact. Source References 1. City of Arcadia General Plan, adopted November 2010 2. City of Arcadia Land Use and Zoning Map, adopted December 7, 2010 3. South Coast Air Quality Management District (SCAQMD), Rules and Regulations, 2005. Rusnak Purchase and Sale Agreement — 4/9/13 Page 49 of 50 FORM "J" 4. City of Arcadia Urban Water Management Plan, 2011 5. City of Arcadia, Noise Regulations, Chapter 6, Article IV, of City of Arcadia Municipal Code 6. Traffic Impact Analysis, prepared by Kimley Horn and Associates, January 9, 2013 7. South Coast Air Quality Management District (SCAQMD). 2005. California Environmental Quality Act Air Handbook 8. California Emissions Estimator Model, 2011 SCAQMD. Rusnak Purchase and Sale Agreement — 419/ l3 Page 50 of 50 FORM 66F