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2022 PC 32-22 IN-N-OUT BURGER CONDITIONAL USE PERMIT NO. 3126-20 DESIGN REVIEW NO. 5016-20 MINOR SITE PLAN REVIEW NO. 1020-20CONDITIONAL USE PERMIT NO.3126-20 DESIGN REVIEW NO.5016-20 MINOR SITE PLAN REVIEW NO. 1020-20 RESOLUTION NO. PC 32-22 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF ORANGE APPROVING CONDITIONAL USE PERMIT NO. 3126-20 DESIGN REVIEW NO. 5016-20 AND MINOR SITE PLAN REVIEW NO. 1020-20 TO DEMOLISH AN EXISTING FULL -SERVICE RESTAURANT AND TO CONSTRUCT A NEW FAST FOOD DRIVE -THROUGH RESTAURANT WITH ASSOCIATED SITE IMPROVEMENTS LOCATED AT 3520 THE CITY WAY EAST (OUTLETS AT ORANGE) APPLICANT: IN-N-OUT BURGER Moved by Chair Vazquez and seconded by Commissioner Martinez that the following resolution be adopted: WHEREAS, the Planning Commission has authority per Orange Municipal Code (OMC) Table 17.08.020, and Sections 17.10.030.0 and 17.13.030 to take action to grant or deny Conditional Use Permit No. 3126-20, Design Review No. 5016-20, and Minor Site Plan Review No. 1020-20, to demolish an existing full -service restaurant and to construct a new fast food drive - through restaurant with associated site improvements located at 3520 The City Way East; and WHEREAS, Conditional Use Permit No. 3126-20, Design Review No. 5016-20, and Minor Site Plan Review No. 1020-20 were filed by In-N-Out Burger in accordance with the provisions of the OMC; and WHEREAS, Conditional Use Permit No. 3126-20, Design Review No. 5016-20, and Minor Site Plan Review No. 1020-20 were processed in the time and manner prescribed by state and local law; and WHEREAS, Conditional Use Permit No. 3126-20, Design Review No. 5016-20, and Minor Site Plan Review No. 1020-20 were reviewed by the Design Review Committee on November 2, 2022, which recommended project approval with conditions to the Planning Commission by a 5-0 vote; and WHEREAS, Conditional Use Permit No. 3126-20, Design Review No. 5016-20, and Minor Site Plan Review No. 1020-20 are categorically exempt from the provisions of the California Environmental Quality Act (CEQA) per State CEQA Guidelines Section 15303 (Class 3 - New Construction or Conversion of Small Structures), because the project consists of the construction of a new, small structure (<10,000 square foot in urbanized area) zoned for such use, Resolution PC 32-22 Page 2 of 10 not involving the significant use of hazardous substances, where all necessary public services are available, and where the area is not environmentally sensitive. There is no environmental public review or notice required for a categorical exemption; and WHEREAS, the Planning Commission conducted one duly advertised public hearing on December 5, 2022, at which time interested persons had an opportunity to testify either in support of or opposition to Conditional Use Permit No. 3126-20, Design Review No. 5016-20, and Minor Site Plan Review No. 1020-20 upon property described in Exhibit A: NOW, THEREFORE, BE IT RESOLVED that the Planning Commission approves Conditional Use Permit No. 3126-20, Design Review No. 5016-20, and Minor Site Plan Review No. 1020-20, to demolish an existing full -service restaurant and to construct a new fast food drive - through restaurant with associated site improvements, based on the following findings: SECTION 1— FINDINGS General Plan Finding: 1. The project must be consistent with the goals and policies stated within the City's General Plan. The project is consistent with the goals and policies stated within the City's General Plan in that the project would promote a commercial enterprise and support a revenue -generating business. The project is consistent with the goals and policies stated in the City's General Plan Land Use and Economic Development Elements in that the redevelopment of an existing restaurant site with a newly constructed drive -through restaurant and site improvements will increase the economic viability of the business through aesthetic enhancement and the elimination of physical deterioration. In addition, redevelopment of the site will not only support a revenue -generating business, but will also allow it to be competitive with other drive -through restaurants in the area, which will in turn contribute to the economic vitality and jobs in the area. The site plan and architecture have been designed in a way that responds to the objectives of the UMIX land use designation in that the project creates a corner presence and orientation to the pedestrian activity flowing from the uses on the east side of The City Drive to the restaurant building. Pedestrian linkage between the restaurant building and the sidewalk is provided to The City Drive, The City Way East, and City Boulevard East. Conditional Use Permit Findings: 1. A Conditional Use Permit shall be granted upon sound principles of land use and in response to services required by the community (OMC 17.10.030.F.1). The granting of this Conditional Use Permit is based upon sound principles of land use and in response to services required by the community in that consideration has been given to whether the proposed use will detrimentally affect adjacent land uses. The project is located Resolution PC 32-22 Page 3 of 10 at the Outlets at Orange, which serves City residents as well as persons traveling to the area. The project site will remain a restaurant use and provide a new drive -through lane with a sufficient queuing stacking of vehicles. The drive -through ordering systems speakers include an automatic volume control feature to minimize noise. Also, placement of order speakers are 100 feet from a residential building to the north and the speaker is oriented to the south toward adjacent commercial property. New trees and landscaping will provide a visual buffer for the residential property to the north. Granting a permit in this instance is therefore based upon sound land use principles and responds to the needs of the community at -large. 2. A Conditional Use Permit shall not be granted if it will cause deterioration of bordering land uses or create special problems for the area in which it is located (OMC 17.10.030.F.2). The project is not expected to detrimentally affect adjacent land uses or create special problems in the area. The site and surrounding area are within the "Uptown Orange" area, which is zoned Urban Mixed Use (UMU). The area is currently developed with a mix of residential, commercial uses including hotels, and office towers, to the north, west and south which are zoned UMU. The UCI Hospital, County judicial facilities and a City fire station are located to the east and are zoned Public Facility and Institution (PI). The proposed site layout will not alter existing driveway access and will not interfere with parking or drive aisles on the adjacent uses or on any of the bordering properties. A queuing analysis for vehicle stacking for the project has been analyzed and deemed acceptable by the City's Traffic Engineer. The queuing analysis estimates that the peak demand will be for 21 vehicles, and the double stack drive -through lane can accommodate 30 vehicles. Any new lighting on the premise shall be installed in such a way to direct, control, and screen the lighting to prevent off site light spillage onto adjoining properties and shall not be a nuisance to any point beyond the exterior boundaries of the property. Additionally, odor scrubbers shall be installed in the venting system to address cooking odors emanating from the building. 3. A Conditional Use Permit must be considered in relationship to its effect on the community or neighborhood plan for the area in which it is located (OMC 17.10.030.F.3). The fast food restaurant is located in the Uptown Orange district, which is a land use focus area intended to transition to an urban character mixed use, pedestrian -oriented environment. The orientation of the restaurant building and outdoor dining area to the public right-of-way on The City Drive create a corner presence and orientation to the pedestrian activity flowing from the uses on the east side of The City Drive to the restaurant building. Pedestrian linkage between the restaurant building and the sidewalk is provided to both The City Drive, The City Way East, and City Boulevard East. The restaurant and drive -through lane's interface with the residential building to the north has been addressed by maintaining the existing palm trees and wide planter along the edge of the sidewalk. The new building and associated landscaping improvements generally satisfy the development standards for the UMU zone. The project brings a contemporary character to an area comprised of commercial residential buildings and the proposed design incorporates a one-story scale along the street frontage that takes into consideration pedestrians and adjacent commercial properties. The proposed landscaping will complement the project design and Resolution PC 32-22 Page 4 of 10 will refresh and integrate well with landscaping at the Outlets at Orange and to the residential building to the north. All right-of-way improvements including accessibility requirements have been satisfied. Therefore, the effects on the community within this area of the City have been considered and appropriately addressed and any specific requirements are included as conditions to be satisfied prior to permit issuance. 4. A Conditional Use Permit, if granted, shall be made subject to those conditions necessary to preserve the general welfare, not the individual welfare of any particular applicant (OMC 17.10.030.F.4). All project conditions maintain a purpose of preserving the general welfare of the City and community. Conditions specifically serve to manage project construction impacts, provide for site maintenance, address water quality, accommodate disabled person site access, protect or improve the public right-of-way, protect or improve utilities and accommodate aesthetics. Conditions include, any new lighting on the premise shall be installed in such a way to direct, control, and screen the lighting to prevent off site light spillage onto adjoining properties and shall not be a nuisance to any point beyond the exterior boundaries of the property. In conjunction with the operation of the business, all noise levels generated shall conform to the levels allowed by the Orange Municipal Code. As it relates to the drive -though queuing, the restaurant shall operate its vehicle queuing and on -site circulation in the manner as described in the drive -through Queuing Analysis. At no time shall the operator allow vehicles of customers to straddle the public right-of-way (sidewalk, driveway, street) and shall employ measures to direct customers from causing any such conflict with keeping the public right-of- way clear by ensuring a maximum queue stacking of 3 0 vehicles and advance mobile ordering for pick up where customers can park as directed by employees. Additionally, odor scrubbers shall be installed in the venting system to address cooking odors emanating from the building. Design Review Findings: 1. The project design upholds community aesthetics through the use of an internally consistent, integrated design theme and is consistent with all adopted specific plans, applicable design standards, and their required findings (OMC 17.10.070. G. 3). The proposed architectural elements enhance visual interest of the existing commercial shopping center. The theme of the proposed plan will help to uphold and improve the aesthetics of the community. The indentation in planes and alternating colors serve to provide a breaking of the massing of the buildings. The proposal uses colors and materials that would make the building stand out through its integrated design theme and use of the corporate colors. The design of the project creates an architecturally cohesive theme since the proposal utilizes building forms, which are compatible to other restaurants in its national chain. Minor Site Plan Review Findings: 1. The project design is compatible with surrounding development and neighborhoods OMC 17.10.060.H.1). Resolution PC 32-22 Page 5 of 10 The site and surrounding area are within the "Uptown Orange" area, which is zoned Urban Mixed Use (UMU). The area is currently developed with a mix of residential, commercial uses including hotels, and office towers, the UCI Hospital, County judicial facilities and a City fire station. The proposed building has been designed to blend in with the existing structures of the apartment complex. Overall, development of the proposed project would enhance and strengthen the character of the site and its surroundings through infilling existing surface parking lots and providing new landscaping, hardscape, and other improvements on - site and along the street edges. 2. Minor Site Plan approval shall be granted if the project conforms to City development standards and any applicable special design guidelines or specific plan requirements (OMC 17.10.060.H.2). The project as proposed will conform to City development standards for the UMU zoning district. There are no special design guidelines or specific plans affecting the property. The design of the project creates an architecturally cohesive theme since the proposal utilizes building forms which are compatible to other restaurants in its national chain. 3. Minor Site Plan approval shall be granted if the project provides for safe and adequate vehicular and pedestrian circulation, both on- and off -site (OMC 17.10.060. H. 3). The project provides safe and adequate access and circulation for vehicles and pedestrians from The City Drive, The City Way East, and City Boulevard East. The on -site circulation has been designed to accommodate all access needs for parking spaces and for emergency vehicles. There is sufficient queue stacking for 30 vehicles with an overflow before any vehicles would spill out onto the public street. Disabled parking and access have been designed to accommodate building code requirements. 4. Minor Site Plan approval shall be granted if City services are available and adequate to serve the project (OMC 17.10. 060. H. 4). A review of the project with all City departments concludes that City services will be available and adequate to serve this site, including water, sewer, police and fire services. 5. Minor Site Plan approval shall be granted if the project has been designed to fully mitigate or substantially minimize adverse environmental effects (OMC 17.10.060.H.5). No environmental effects have been identified for the project. The OMC will adequately manage construction and use regulation needs of the project. SECTION 2 — ENVIRONMENTAL REVIEW The proposed project is categorically exempt from the provisions of CEQA per State CEQA Guideline 15303 (Class 3 — New Construction or Conversion of Small Structures) because the project consists of the construction of a new, small structure (<10,000 square foot in urbanized area) zoned for such use, not involving the significant use of hazardous substances, where all Resolution PC 32-22 Page 6 of 10 necessary public services are available, and where the area is not environmentally sensitive. There is no environmental public review or notice required for a categorical exemption. SECTION 3 — SURRENDER OF CONDITIONAL USE PERMIT As a condition of the approval, the applicant shall/property owner shall surrender Conditional Use Permit No. 1763-89 which allowed for an Alcoholic Beverage Control Type 47 (On -Sale Eating Establishment) License at a sit down restaurant located at 3520 The City Way East upon approval of Conditional Use Permit No. 3126-20. SECTION 4 — CONDITIONS OF APPROVAL BE IT FURTHER RESOLVED that the following conditions are imposed: 1. The applicant agrees to indemnify, hold harmless, and defend the City, its officers, agents and employees from any and all liability or claims that may be brought against the City arising out of its approval of this permit, save and except that caused by the City's active negligence. The City shall promptly notify the applicant of any such claim, action, or proceedings and shall cooperate fully in the defense. 2. The applicant shall comply with all conditions of approval contained within Planning Commission Resolution No. PC 32-22 associated with Conditional Use Permit No. 3126-20, Design Review No. 5016-20, and Minor Site Plan Review No. 1020-20. 3. All construction shall conform in substance and be maintained in general conformance with plans and exhibits labeled as Attachment 5 in the staff report (date stamped December 5, 2022), including modifications required by the conditions of approval, and as recommended for approval by the Design Review Committee and Planning Commission. 4. Except as otherwise provided herein, this project is approved as a precise plan. After any application has been approved, if changes are proposed regarding the location or alteration of any use or structure, a changed plan may be submitted to the Community Development Director for approval. If the Community Development Director determines that the proposed change complies with the provisions and the spirit and intent of the approval action, and that the action would have been the same for the changed plan as for the approved plot plan, the Community Development Director may approve the changed plan administratively. 5. Subsequent modifications to the approved architecture and color scheme shall be submitted for review and approval to the Community Development Director. Should the modifications be considered substantial, the Director may refer the review to the Design Review Committee. 6. Any modifications to the plans including, but not limited to, the landscaping and parking as a result of other Department requirements such as Building Codes, Water Quality, Fire, or Police shall be submitted for review and approval to the Community Development Director. Should the modifications be considered substantial, the modifications shall be reviewed and approved by the Planning Commission. Resolution PC 32-22 Page 7 of 10 7. Any future expansion in area or in the nature and operation of the approved use by Conditional Use Permit No. 3126-20, Design Review No. 5016-20, and Minor Site Plan Review No. 1020- 20 shall require new or amended applications. 8. The applicant shall comply with all federal, state, and local laws, including all City regulations. Violation of any of those laws in connection with the use will be cause for revocation of this permit. 9. If not utilized, project approval expires 24 months from the approval date. Extensions of time may be granted, if requested in writing in accordance with OMC Section 17.08.060. The planning entitlements expire unless building permits are pulled within 24 months of the original approval. 10. These conditions shall be reprinted on the second page of the construction documents when submitted to the Building Division for the plan check process. 11. Prior to the operation of the business, the applicant shall file for, or if applicable, amend a business license with the Business License Division. Failure to obtain the required business license will be cause for revocation of this approval. 12. Prior to building permits, the applicant shall demonstrate to the satisfaction of the Community Development Director that all mechanical and air conditioning equipment shall be shielded and screened from view from adjacent streets and properties. The screening shall be integrated architecturally with the building and painted to match the walls of the building. 13. Prior to building permits, all required parking spaces shall be shown on construction documents as doubled striped to City standards. 14. The project approval includes certain fees and/or other exactions. Pursuant to Government Code Section 66020, these conditions or requirements constitute written notice of the fees and/or exactions. The applicant is hereby notified that the ninety (90) day protest period commencing from the date of approval of the project has begun. If the applicant fails to file a protest regarding these conditions or requirements, the applicant is legally barred from later challenging such exactions per Government Code Section 66020. 15. Prior to building permits, the applicant shall pay all applicable development fees, including but not limited to: City sewer connection, Orange County Sanitation District Connection Fee, Transportation System Improvement Program, Fire Facility, Police Facility, Park Acquisition, Sanitation District, and School District, as required. 16. Prior to building permits, the applicant shall pay any outstanding monies due to the City for Planning Division entitlement activities related to this project. 17. In conjunction with the operation of the business, the property owner shall be responsible to maintain the property to a level deemed adequate by the Community Development Director. Resolution PC 32-22 Page 8 of 10 This includes, but is not limited to, the buildings, on -site landscaping, trash areas, signage, utilities, property walls, and gates (if applicable). 18. Any new lighting on the premise shall be installed in such a way to direct, control, and screen the lighting to prevent off site light spillage onto adjoining properties and shall not be a nuisance to any point beyond the exterior boundaries of the property. 19. All new lighting along The City Drive shall be equipped with shielding to prevent the potential for light glare to the apartments located on the northside of The City Drive. 20. Any graffiti shall be removed within 72 hours from the time the City of Orange Notice of Violation is received by the applicant/property owner. 21. Prior to building permits, the applicant shall demonstrate that the trash enclosure and accessory structure utilize similar materials, colors, and finishes as the restaurant building, including any roofing. 22. Prior to building permits, the applicant shall identify the precise location of existing walls proposed for demolition, if applicable. If the location of the existing wall slated for demolition is wholly or partially upon an adjacent property, the applicant shall secure the property owner(s) approval to demolish and replace the wall. The applicant will be responsible for any site repairs to walls damaged through demolition activity. 23. In conjunction with the operation of the business, all noise levels generated shall conform to the levels allowed by the Orange Municipal Code. 24. In conjunction with the operation of the business, all loading and trash enclosure areas shall be maintained and kept clean and free of debris. 25. Odor scrubbers shall be installed in the venting system to address cooking odors emanating from the building. This equipment shall be specified on the construction documents prior to issuance of building permits. 26. The restaurant shall operate its vehicle queuing and on -site circulation in the manner as described in the drive -through Queuing Analysis. At no time shall the operator allow vehicles of customers to straddle the public right-of-way (sidewalk, driveway, street) and shall employ measures to direct customers from causing any such conflict with keeping the public right-of- way clear by ensuring a maximum queue stacking of 30 vehicles. 27. In conjunction with the operation of the business, should parking or queuing issues arise on the site or the surrounding neighborhood, the applicant shall work with the Community Development Department to resolve any issues. If such issues are not resolved to the City's satisfaction, the Conditional Use Permit shall be presented to the Planning Commission for its consideration of further conditions and modifications. Resolution PC 32-22 Page 9 of 10 28. Conditional Use Permit No. 1763-89 shall be surrendered upon approval of this Conditional Use Permit, CUP No. 3126-20. In addition to the above conditions, procedural requirements are contained herein as Exhibit B to this Resolution. I hereby certify that the foregoing Resolution was adopted on December 5, 2022, by the Planning Commission of the City of Orange by the following vote: AYES: VAZQUEZ, GLASGOW, SIMPSON, MARTINEZ NOES: RECUSED: TRAPESONIAN ABSENT: David Vazquez, Planning Commission Chair / & Date EXHIBIT A PARCEL A: PARCEL 3 AS SHOWN ON LOT LINE ADJUSTMENT NO. LL 96-14, AS EVIDENCED BY DOCUMENT RECORDED APRIL 10, 1997 AS INSTRUMENT NO. 1997-165656 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS; THOSE PORTIONS OF LOT 25 OF THE DAWN TRACT AS SHOWN ON A MAP RECORDED IN BOOK 8, PAGE 21 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY AND PARCEL 6 OF PARCEL MAP NO. 81-769 AS SHOWN ON A MAP FILED IN BOOK 172, PAGES 40 THROUGH 42, INCLUSIVE, OF PARCEL MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY BOUNDARY OF SAID PARCEL 6, SOUTH 89006-05" EAST 25.30 FEET FROM THE WESTERLY TERMINUS OF THE COURSE SHOWN ON SAID PARCEL MAP AS "EAST 55.00"; THENCE SOUTH 00° 12'00" WEST 9.54 FEET TO A TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 224.00 FEET; THENCE SOUTHERLY 177.17 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 45019'04"; THENCE TANGENT FROM SAID CURVE SOUTH 45007'04" EAST 44.26 FEET TO A TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 269.00 FEET; THENCE SOUTHEASTERLY 122.85 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 26009'58" TO A REVERSE CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 219.00 FEET; THENCE SOUTHEASTERLY 163.07 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 42039'51 "; THENCE NON -TANGENT FROM SAID CURVE NORTH 61°22'49" EAST 103.40 FEET TO A NON -TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 1060.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 73 °26'00" WEST, SAID NON -TANGENT CURVE BEING 60.00 FEET WESTERLY OF, CONCENTRIC WITH THE CENTERLINE OF THE 100.00 FOOT WIDE STRIP OF LAND DESCRIBED IN THE DEED RECORDED IN BOOK 10567, PAGE 372 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTHERLY 319.00 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 17014'35"; THENCE TANGENT FROM SAID CURVE, AND CONTINUING ALONG A LINE PARALLEL WITH SAID CENTERLINE, NORTH 00040'35" EAST 16.44 FEET TO A NON -TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 24.00 FEET SAID CURVE BEING IN THE BOUNDARY OF SAID PARCEL 6, A RADIAL LINE TO SAID POINT BEARS NORTH 36020'56" EAST; THENCE, ALONG SAID BOUNDARY THE FOLLOWING COURSES: WESTERLY 14.85 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 35027'01 ", NON -TANGENT FROM SAID CURVE NORTH 00053'55" EAST 3.50 FEET, NORTH 89006'05" WEST 298.38 FEET TO A TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 27.50 FEET, SOUTHWESTERLY 43.20 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90000'00" AND NON -TANGENT FROM SAID CURVE NORTH 89006'05" WEST 29.70 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM THOSE PORTIONS OF SAID LAND AS SET FORTH IN THE FINAL ORDER OF CONDEMNATION RECORDED DECEMBER 28, 2006 AS INSTRUMENT NO. 2006000871508 OF OFFICIAL RECORDS. EXCEPT FROM THE PORTION THEREOF INCLUDED WITHIN THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF FRACTIONAL SECTION 35, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RANCHO LAS BOLSAS, IN THE CITY OF ORANGE, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 51, PAGE 10 OF SAID MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ALL OIL AND OTHER MINERAL RIGHTS IN OR UNDER SAID LAND LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF, BUT WITHOUT THE RIGHT OF ENTRY, AS RESERVED IN THE DEED FROM CHESTER M. BARNES AND OTHERS, RECORDED OCTOBER 2, 1959 IN BOOK 4911, PAGE 214, OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE BELOW THE UPPER 100 FEET OF THE SUBSURFACE OF THAT PORTION OF THE LAND HEREIN DESCRIBED TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF SAID UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS EXCEPTED IN FAVOR OF HENRY J. SIEVERS AND FERN O. SIEVERS IN FINAL ORDER OF CONDEMNATION IN SUPERIOR COURT CASE NO. 98716 ORANGE COUNTY, A COPY OF WHICH WAS RECORDED JANUARY 29, 1963 IN BOOK 6412, PAGE 519, OFFICIAL RECORDS OF SAID ORANGE COUNTY, AS TO THAT PORTION OF SAID LAND LYING SOUTHERLY OF THE SOUTHERLY LINE OF SAID LOTS 33 AND 34 OF THE DAWN TRACT AS PER MAP FILED IN BOOK 8, PAGE 21 OF MISCELLANEOUS MAPS, ANDEASTERLY OF THE WEST LINE OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 35. ALSO EXCEPT ALL SUBSURFACE WATER AND SUBSURFACE WATER RIGHTS IN AND UNDER SAID LAND. ALSO EXCEPT THEREFROM THAT PORTION OF PARCEL 3 OF LOT LINE ADJUSTMENT NO. 96-14, RECORDED APRIL 10, 1997, AS INSTRUMENT NO. 97-165656 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY CONVEYED TO THE CITY OF ORANGE BY INSTRUMENT RECORDED MAY 1, 1998 AS INSTRUMENT NO. 1998-266726 OF OFFICIAL RECORDS. PARCEL B: A PERPETUAL NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN AND VEHICULAR INGRESS, EGRESS, ACCESS AND PARKING PURPOSES FOR THE BENEFIT OF PARCEL A OVER PARCEL 10 OF LOT LINE ADJUSTMENT NO. 96-14 RECORDED APRIL 10, 1997 AS INSTRUMENT NO. 97-165656 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA, AS SET FORTH IN THE CITY PARKING LOT EASEMENT AGREEMENT DATED APRIL 9, 1997, AND RECORDED APRIL 10, 1997 AS INSTRUMENT NO. 97-165664, AS AMENDED BY "FIRST AMENDMENT TO CITY PARKING LOT EASEMENT AGREEMENT" RECORDED SEPTEMBER 1, 2011 AS INSTRUMENT NO. 2011000432757, AND FURTHER AMENDED BY "SECOND AMENDMENT TO CITY PARKING LOT EASEMENT AGREEMENT" RECORDED FEBRUARY 20, 2013 AS INSTRUMENT NO. 2013000102656, ALL OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPT THEREFROM THOSE PORTIONS OF SAID LAND AS SET FORTH IN THE FINAL ORDER OF CONDEMNATION RECORDED DECEMBER 28, 2006 AS INSTRUMENT NO.2006000871508 OF OFFICIAL RECORDS. PARCEL C: A PERPETUAL NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN AND VEHICULAR INGRESS, EGRESS, ACCESS AND CIRCULATION AND SURFACE DRAINAGE FOR THE BENEFIT OF PARCEL A IN, ON, OVER, ACROSS AND THROUGH PARCELS 2, 10 AND 15 OF LOT LINE ADJUSTMENT NO. LL 96-14 RECORDED APRIL 10, 1997 AS INSTRUMENT NO. 97-165656, OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA, AND PARCEL NO. 3 OF PARCEL MAP NO. 81-769, RECORDED IN BOOK 172, PAGES 40,41 AND 42 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, AS SET FORTH IN THE ROADWAY EASEMENT AGREEMENT BETWEEN METROPOLITAN LIFE INSURANCE COMPANY AND ORANGE CITY MILLS LIMITED PARTNERSHIP, DATED APRIL 9, 1997 RECORDED APRIL 10, 1997, AS INSTRUMENT NO. 97-165666, OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPT THEREFROM THOSE PORTIONS OF SAID LAND AS SET FORTH IN THE FINAL ORDER OF CONDEMNATION PARCEL D: A PERPETUAL, NON-EXCLUSIVE RIGHT AND EASEMENT FOR SIGNAGE PURPOSES FOR THE BENEFIT OF PARCEL A, UPON, UNDER, ON, IN, OVER AND ACROSS THE LOCATIONS ON THE REAL PROPERTIES DESCRIBED IN THE CITY COVENANTS, CONDITIONS AND RESTRICTIONS DATED APRIL 9, 1997, RECORDED APRIL 10, 1997 AS INSTRUMENT NO. 97-165663, OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA, AS SET FORTH IN SAID COVENANTS, CONDITIONS AND RESTRICTIONS, AS AMENDED BY FIRST AMENDMENT RECORDED JANUARY 21, 1998 AS INSTRUMENT NO. 1998-0033259, AND BY SECOND AMENDMENT RECORDED JANUARY 21, 1998 AS INSTRUMENT NO. 1998-0033260. PARCEL E: A PERPETUAL, NON-EXCLUSIVE EASEMENT, SUBJECT TO THE TERMS AND CONDITIONS CONTAINED THEREIN, FOR PEDESTRIAN AND VEHICULAR INGRESS, EGRESS AND PARKING OVER AND ACROSS THE PROPERTY DESCRIBED IN THE DECLARATION OF CROSS PARKING EASEMENT DATED NOVEMBER 25, 1997 AND RECORDED JANUARY 21, 1998 AS INSTRUMENT NO. 1998-332629 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL F: PERPETUAL, NON-EXCLUSIVE EASEMENT FOR THE USE, OPERATION, MAINTENANCE, REPAIR, REPLACEMENT, RELOCATION AND REMOVAL OF THE UTILITY FACILITIES, FOR THE BENEFIT OF PARCEL A, OVER THOSE PORTIONS OF THE "PARKWAY PROPERTIES" AS DESCRIBED IN THE DECLARATION OF UTILITY LINE EASEMENT RECORDED JULY I I, 1996 AS INSTRUMENT NO. 1996- 354693, OF OFFICIAL RECORDS. PARCEL G: A PERPETUAL, NON-EXCLUSIVE RIGHT AND EASEMENT FOR SIGNAGE PURPOSES FOR THE BENEFIT OF PARCEL A, UPON, ON, IN, OVER AND ACROSS THOSE PORTIONS OF PARCEL 1 OF PARCEL MAP NO. 81-769, IN THE CITY OF ORANGE, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED IN BOOK 172, PAGES 40-42 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY AS DESCRIBED IN THE SIGNAGE EASEMENT AGREEMENT RECORDED AUGUST 23, 1999 AS INSTRUMENT NO. 1999-612718, OF OFFICIAL RECORDS. Exhibit B PROCEDURAL REQUIREMENTS 1. Construction permits, including building permits and grading permits, as required by the City, shall be obtained in advance of any site demolition, clearing and grubbing, and grading and for all construction work, as required by the Community Development Department's Building Division and Public Works Grading Division. Failure to obtain the required building permits may be cause for revocation of this entitlement. 2. In conjunction with construction, all activity in connection with construction, other than grading, will be limited to the hours between 7:00 a.m. and 8:00 p.m. Monday through Saturday. No construction activity will be permitted on Sundays and Federal holidays. 3. Grading operations shall be restricted to Monday through Friday between the hours of 7:30 a.m. and 5:00 p.m., with limited grading as necessary permitted on Saturdays between the hours of 8:00 a.m. and 4:30 p.m. Mechanics may service the equipment up to two hours after each shift. 4. Plans submitted for Building Plan Check shall comply with the California Fire Code as amended by the City and as frequently amended and in effect at the time of application for building permit. 5. Prior to building permits, the final landscape plan shall be reviewed and approved by the Public Works Director when landscaping is proposed within the public right-of-way and/or the project is constructing Storm Water Quality Best Management Practices (BMPs) in landscaped areas. 6. The applicant, in coordination with the contractor, shall ensure that grading and construction activities comply with the following requirements: a. All construction vehicles or equipment, fixed or mobile, shall be equipped with properly operating and maintained mufflers; b. All operations shall comply with City ordinances with respect to hours of construction activity to minimize noise impacts; c. During construction, best efforts shall be made to locate stockpiling and/or vehicle staging areas as far as practicable from surrounding residences. Community Services: 7. Prior to building permits, the applicant shall prepare a final landscaping and irrigation plan consistent with the grading plans, site plans, and the conceptual landscaping plan as proposed for the project for the review and approval of the Director of Community Development and Community Services Director. 8. Prior to building permits, the applicant shall review the approved Water Quality Management Plan (WQMP) and ensure the proposed landscape plans are consistent with the project grading plans. The plans must show any proposed storm water treatment BMP such as bioretention planters, drywells, permeable pavers, or any other proposed surface water quality BMPs. 9. Prior to building permits, final landscaping plans for the project shall be designed to comply with the City's Water Efficient Landscape Guidelines as described in Section IX et al of the City of Orange Landscape Standards and Specifications. The project landscape architect shall submit documentation certifying compliance with this requirement for review and approval by the Community Development Director in coordination with the Public Works Director. 10. Prior to building permits, all landscaping located within public areas shall be shown on the landscape plans and shall include the installation of root barriers acceptable to the Public Works Department on the sidewalk side of the tree, or where conditions warrant, the installation of a Deep Root box as directed by the Public Works Director. 11. Landscape maintenance shall be performed in such a manner as to allow all trees to retain their full canopy height for screening and full canopy breadth for shade at point of maturity, except as required for public safety purposes. 12. Prior to building permits, City required irrigation and landscape inspection notes, in accordance with the City of Orange Landscape Standards and Specifications, shall be placed on the final landscape plan, to the satisfaction of the Public Works Director in coordination with the Community Services Director. 13. Prior to certificate of occupancy, all landscaping improvements shall be completed according to the approved plans, the City of Orange Water Efficient Landscape Guidelines, and City of Orange Landscape Standards and Specifications. The project landscape architect shall submit documentation certifying compliance with this requirement (Appendices B and E of City of Orange Landscape Standards and Specifications) for review and approval by the Community Development Director, in coordination with the Public Works Director. 14. All landscape areas shall be maintained in a neat and healthy condition. Should the plant material die, the property owner/operator shall replace it with new plant material. 15. Prior to building permits, landscape plans shall include landscape area calculations needed for State landscape water use reporting. 16. Prior to certificate of occupancy, all parking lot and landscaping improvements shall be completed according to the approved plans and to the satisfaction of the Community Development Director. Police: 17. The opening between the trash enclosure block wall and roof shall require security mesh or wrought iron barrier. The mesh or wrought iron shall coordinate with the design and color scheme of the trash enclosure. This shall be reflected on the construction drawings for Orange Police Department approval prior to building permit. Chain link fencing material is not permitted. Trash enclosure doors shall be secured with a lock to prevent unauthorized entry. 18. Prior to building permits, the project shall comply with the requirements of OMC Chapter 15.52 (Building Security Standards), which relates to hardware, doors, windows, lighting, etc. Approved structural drawings, if any, shall include sections of the security code that apply. Specifications, details, or security notes may be used to convey the compliance. 19. Prior to building permits, security and design measures that employ Defensible Space concepts in accordance with the City's Building Security Guidelines shall be integrated into construction plans in coordination with the Police Department. 20. Prior to building permits, a photometric study shall be reviewed and approved by the Police Department. A minimum of one foot candle shall be maintained on all surfaces of the parking lot, from dusk until the termination of business every operating day. 21. Prior to certificate of occupancy, the applicant shall schedule a light reading inspection with the Crime Prevention Bureau. The applicant shall use shielding so as to ensure that the light standards meet the requirements of OMC Section 17.12.030 for the areas beyond the property's exterior boundaries. The lighting shall be tested and confirmed to determine if the lighting meets or exceeds the exterior boundary standards. The applicant shall ensure that lighting on the site shall be directed, controlled, and screened in such a manner so as to refrain from shining directly on surrounding properties. Light spillage or pollution to surrounding residential areas shall not exceed a maintained minimum of 0.5 foot-candle. Public Works, Subdivision: 22. Prior to building permits, the developer shall install street trees as required by City of Orange Public Works Department. 23. All work within public right-of-way and public utility easements will require encroachment permits from the affected agencies, including sidewalk and driveway constructions, utility main and lateral constructions, and public water construction work. 24. All public infrastructures, including street sections, sidewalk, driveway apron, and utilities shall comply with City of Orange Standard Plans and Specifications. 25. Utilities serving the development, such as electric, cable television, street lighting and communication shall be installed underground, completed and approved by the appropriate utility provider. 26. The applicant shall remove unused driveway approaches and restored them to full height curb and gutter, including any sidewalk restoration at the driveway apron. 27. Driveway aprons shall conform to Public Works Standard Plan 115 for commercial driveway with ADA accessibility. 28. All driveway approaches shall conform to ADA standard for wheelchair access conforming to Public Works Standard Plans 115. 29. Any cracked, uneven, or damaged public sidewalk, curb and gutter along property frontage shall be repaired. 30. Sanitary sewer system connecting from the buildings to public mainline shall be private and maintained by the property owner. 31. The applicant shall submit a grading plan in compliance with City standards for review and approval by the Public Works Director. All grading and improvements on the subject property shall be made in accordance with the Manual of Grading and Standard Plans and Specifications to the satisfaction of the Public Works Director. The applicant may be required to include Phased Erosion and Sediment Control Plans, Site Demolition Plan, and Utility Plan as parts of the grading plan. 32. Plans preparation and submittals shall be per Development Services Plan Preparation Guidelines and Checklist, and Checklist for Submittal. Packages. 33. A geotechnical report shall accompany the grading plan review. 34. Any soil imported or exported shall require a Transportation Permit from Public Works Traffic Division. 35. Upon submittal of grading plan for plan check, the applicant shall submit a deposit to cover plan check and inspection services related to the grading activities. 36. The grading plan shall detail all of the locations where retaining walls will be constructed. Geometric detail of retaining walls shall be shown on the grading plan, including material type, dimensions, backfill, and subdrains. A building permit is also required for retaining walls over 4 feet in height measured from the bottom of the footing to the top of the wall prior to construction. Structural details and design calculations shall be submitted as a separate document and will be reviewed and permitted by City Building Division. 37. Any grading outside of the owner's property boundary shall require the applicant to either obtain a temporary construction easement or permission from adjacent property owners in a form suitable to the Public Works Director. 38. Trash receptacle locations and details shall be included on the Grading Plan. The trash storage area shall be constructed per Public Works Standard Plan 409. 39. All sewer and storm drain lines shall be shown on the Grading Plan. Other utility lines, such as water lines, may also be shown on Grading Plan for reference. 40. All structural BMPs for water quality purposes shall be shown on Grading Plan. Water quality features shown on the Grading Plan must match WQMP. 41. The property owner shall maintain in good condition, all on -site driveways where heavy- duty trucks would travel. 42. Prior to building foundation construction, a Certificate Letter of Line and Grade shall be submitted to Public Works Construction Inspector demonstrating that the site grading and pad elevation are completed according to the grading plan Public Works, Water Division: 43. Prior to building permits, a dedicated irrigation service with backflow prevention device will be required for irrigation purposes. 44. Prior to building permits, a dedicated domestic service with backflow prevention device will be require for domestic services. 45. Prior to building permits, existing service within driveway shall be abandoned per City Water Division standards. 46. Prior to building permits, meter box shall be located behind curb per City Water Division standards and a minimum of 4 feet from the top of driveway. 47. Prior to building permits, the applicant shall submit improvement plans to the Water Division for review and approval for any new fire hydrants, domestic water services, fire services, landscape services, and any other proposed improvements or relocations affecting the public water system facilities. 48. Prior to certificate of occupancy, the applicant shall be responsible for the installation of necessary fire hydrants and fire services as approved by the Fire Department and Water Division. 49. Prior to building permits, the Water Division shall approve the type and location of landscaping and fire service (backflow prevention) device for proposed City services. 50. Prior to building permits, construction documents shall show that a 6-foot minimum horizontal clearance and a one -foot minimum vertical clearance is maintained between City water mains, laterals, services, meters, fire hydrants and all other utilities except sewer. The Water Division shall review and approve the construction documents. 51. Prior to building permits, construction documents shall show that an 8-foot minimum clearance is provided between City water mains, laterals, services, meters, fire hydrants, signs, or trees or other substantial shrubs and plants as required by the Water Division. The Water Division shall review and approve the construction documents. 52. Prior to building permits, construction documents shall show that permanent signs, awning, surface water quality management features or other structures are not built over water mains, laterals, services, meters, or fire hydrants as required by the Water Division. 53. Prior to approval of a water improvement plan, the applicant shall satisfy all water main connection, plan check, and inspections charges as determined by the Water Division. 54. Prior to grading permits, the applicant shall construct all public and/or private improvements to the satisfaction of the Water Division. The applicant may be required to enter into an agreement with the City, and post security in a form and amount acceptable to the City Engineer and/or Water Division to ensure construction of said improvements. 55. If applicable, plans submitted during plan check shall show that the water improvement plans are consistent with the fire suppression plans and or fire master plan. The applicant's consultant preparing the water improvement plans shall coordinate its plans with the consultant preparing the fire suppression plans and/or fire master plan so that their designs concur. 56. Plans submitted during plan check shall show that the minimum separation requirements are met and that each of the various designer's plan sets match. The applicant's consultant preparing the improvement and utility plans shall coordinate its plans with the consultants preparing the landscape, architectural, surface water quality management, fire master and/or fire suppression plans so that their designs are consistent. 57. At least 14 calendar days prior to commencing construction, the applicant's civil engineer shall prepare and provide product material submittals consistent with the water improvement plans for all proposed public water system facilities to the Water Division per the City of Orange General Water Construction Notes for review and approval. 58. Prior to certificate of occupancy, the applicant shall furnish and install individual pressure regulators on new services where the incoming pressure exceeds 80 pounds per square inch. Water Quality: 59. Prior to grading permits, the applicant shall submit a Priority Project WQMP for review and approval to the Public Works Department that: a. Prioritizes the use of Low Impact Development principles as follows: preserves natural features; minimizes runoff and reduces impervious surfaces; and utilizes infiltration of runoff as the method of pollutant treatment. Infiltration BMPs to be considered include the use of permeable materials such as concrete and concrete pavers, infiltration trenches, infiltration planters, and other infiltration BMPs as applicable; b. Incorporates the applicable Site Design, Routine Source, Structural Control and Low Impact BMPs as defined in the Model WQMP and Technical Guidance Document; c. Maintains the hydrologic characteristics of the site by matching time of concentration, runoff, velocity, volume and hydrograph for a 2-year storm event; d. Minimizes the potential increase in downstream erosion and avoids downstream impacts to physical structures, aquatic and riparian habitat; e. Generally describes the long-term operation and maintenance requirements for structural and treatment control BMPs; f. Identifies the entity or employees that will be responsible for long-term operation, maintenance, repair and or replacement of the structural and treatment control BMPs and the training that qualifies them to operate and maintain the BMPs; g. Describes the mechanism for funding the long-term operation and maintenance of all structural and treatment control BMPs; h. Includes a copy of the forms to be used in conducting maintenance and inspection activities; i. Meets recordkeeping requirements (forms to be kept for 5 years); j . Includes a copy of the form to be submitted annually by the project owner to the Public Works Department that certifies that the project's structural and treatment BMPs are being inspected and maintained in accordance with the proj ect's WQMP. 60. Prior to certificate of occupancy, the applicant shall demonstrate the following to the Public Works Department: a. That all structural and treatment control BMPs described in the Project WQMP have been constructed and installed in conformance with the approved plans and specifications; b. That the applicant is prepared to implement all non-structural BMPs described in the Project WQMP; c. That an adequate number of copies of the proj ect's approved final Project WQMP are available for the future occupiers. 61. Prior to certificate of occupancy or final signoff by the Public Works Department, the applicant shall demonstrate to the satisfaction of Public Works, that the preparer of the WQMP has reviewed the BMP maintenance requirements in Section V of the WQMP with the responsible person and that a copy of the WQMP has been provided to that person. A certification letter from the WQMP preparer may be used to satisfy this condition. 62. Prior to building permits, the applicant shall review the approved WQMP and grading plan to ensure the structure's downspouts or drainage outlet locations are consistent with those documents. Copies of the building or architectural plans specifically showing the downspouts and drainage outlets shall be submitted to the Public Works Department for review. 63. The project applicant shall maintain all structural, treatment and low impact development BMPs at the frequency specified in the approved WQMP. Upon transfer of ownership or management responsibilities for the project site, the applicant shall notify the Public Works Department of the new person(s) or entity responsible for maintenance of the BMPs. 64. For those food service establishment projects installing Grease Interceptors: Prior to building permits, the applicant shall identify the location of the grease interceptor and provide evidence to the Building Official that the design meets and is consistent with the City's latest adopted building codes.