Planning Commission Report

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Planning Commission Meeting: March 19, 2014

Agenda Item: 8-A

To: Planning Commission

From: David Martin, Director of Planning and Community Development

Subject: Development Agreement 13DEV-010 for the Construction of a Multi-screen Movie Theater Complex on the 3rd level of Santa Monica Place

Address: 315 Colorado Avenue Applicant: Macerich Santa Monica LLC

Recommended Action

It is recommended that the Planning Commission take the following actions: 1. Adopt the Mitigated Negative Declaration prepared for the project. 2. Recommend that the City Council approve Development Agreement 13DEV-010.

Executive Summary

Macerich Santa Monica LLC proposes to convert approximately 50,000 square feet of entitled, but vacant retail space on the third level of the Bloomingdale’s Building within Santa Monica Place into a multi-screen movie theater complex with up to 13 movie auditoriums and a seating capacity of up to 1,500 seats. ArcLight has been identified as the cinema operator. The project as currently designed includes a lounge and concession area. Renovations would be limited to the 3rd level of the Bloomingdale’s Building; the height of the existing building would be increased by approximately 28 feet, from 56 feet to a maximum of 84 feet. No additional floor area is proposed. Pursuant to the City’s Interim Zoning Ordinance (IZO) the project is required to be reviewed through a Development Agreement process since it exceeds 32 feet in height. The site is located in the C3-C Downtown Overlay District and has a Downtown Core land use designation in the Land Use and Circulation Element (LUCE) of the General Plan. The proposed use is consistent with the property’s C3-C zoning and Downtown Core land use designation. Project development compliance is limited to the LUCE, while other aspects of the project such as height and other standard zoning requirements will be established by the Development Agreement. The proposed project will extend the building height to approximately 84 feet, which is within the parameters of the LUCE, but exceeds the current C3-C maximum height limit of 56 feet. A shared parking analysis was prepared for the project and concludes that the existing parking is sufficient to accommodate the peak parking demands of the cinemas, both before and after the opening of the Expo Line.

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Community benefits have been negotiated as part of the Development Agreement and include the following:

Funds for Esplanade development

Funds for Downtown Wayfinding to be used in conjunction with a Metro Grant

Installation of portion of Esplanade on Macerich property

3 Screens to be made available to American Film Market (AFM)

Local Hiring Provisions for Theater and Concessions

Transportation Demand Management Provisions

Sustainable Design Features

SMURF water connection for Esplanade pressure washers

Telecommunications improvements

The following issues should be considered by the Planning Commission in its review of the proposed project:

Whether the proposed project is consistent with the objectives, policies, general land uses, and programs specified in the LUCE;

Whether the proposed project is compatible with the uses authorized in the C3-C Downtown Overlay District;

Whether the project is in conformity with the public necessity, public convenience, general welfare, and good land use practices;

Will the project be detrimental to the health, safety and general welfare;

Will the project adversely affect orderly development of the property;

Will the project have a positive fiscal impact on the City. Background Santa Monica Place was developed in 1980 as an enclosed shopping mall with anchor tenants at the northwest and southeast corners. In 2011 Santa Monica Place was remodeled to feature an open air design, and encompassed renovation of the anchor tenants, including the subject Bloomingdale’s Building (formerly Macy’s). The approved design included a third floor of retail space within the Bloomingdale’s Building. However, the Bloomingdale’s store occupies only the first two levels; the subject retail space on the third floor has been used on an interim basis as an event space. On March 11, 2011, the IZO established interim development procedures pending implementation of the LUCE through adoption of an updated Downtown Specific Plan. Specifically, the IZO requires projects within the Downtown Core land use designation with a height exceeding 32 feet to be developed pursuant to a Development Agreement. Since the proposed project will result in an increased building height that exceeds 32 feet, a Development Agreement is required. The subject Development Agreement application was subsequently filed on October 15, 2013 by the applicant for the proposed project. On December 13, 2013, the City Council modified the Development Agreement process to exempt limited types of projects from Planning Commission and City Council early

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conceptual review (float-up) discussions, including applications that result in a de minimis expansion of an existing building. This two-step float-up process allows Development Agreement projects of a limited scope to proceed with staff-applicant negotiations following a Community Meeting and an Architectural Review Board float-up discussion, in lieu of the four-step process required for most proposed Development Agreement projects. Given the limited nature and scope of the proposed project, Commission and Council float-up hearings were not conducted, and the project is before the Commission for formal review and recommendation to the City Council. Project / Site Information The following table provides a brief summary of the project location. Project and Site Information Table Zoning District: C3-C (Downtown Overlay)

315 Colorado Avenue

Land Use Element Designation: Downtown Core Parcel Area (SF): 172,580 SF Existing On-Site Improvements (Year Built):

Santa Monica Place Shopping Center (1980)

Rent Control Status: Commercial exempt Adjacent Zoning Districts and Land Uses:

South – C3-C, Sears Retail Store West – C3, Restaurant, Commercial, and Hotel North – BSC, Retail, Restaurant, and Mixed Use Residential East – C3, Bank, Institutional, and Mixed Use Residential

The project site is located at the existing third level of the Bloomingdale’s Building of the Santa Monica Place shopping mall (315 Colorado Avenue). Santa Monica Place is located at the south end of the Third Street Promenade and is situated within the superblock bound by Broadway to the north, 4th Street to the east, Colorado Avenue to the south, and 2nd Street to the west. Land uses across Colorado Avenue from the Bloomingdale’s Building include the two-story Sears Retail Center and the single-story Leaf & Petal Nursery. Land uses across the intersection of Colorado Boulevard and 4th Street consist of the Exposition Light Rail line (“Expo LRT”) Downtown Santa Monica station (currently under construction). Land uses across 4th Street from the Bloomingdale’s Building include a single-story bank, a six-story mixed-use building, the single-story Salvation Army building, and the two-story Ken Edwards Community Center. Santa Monica Place’s retail, restaurant, and parking uses are located adjacent to the northwest and northeast sides of the Bloomingdale’s Building.

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Project Analysis Project Description The applicant proposes to convert approximately 50,000 square feet of entitled, but vacant, retail space on the 3rd Level of the Bloomingdale’s Building of Santa Monica Place shopping mall into a multi-screen cinema complex with up to 13 auditoriums and a seating capacity of up to 1,500 seats. ArcLight has been identified by the project applicant as the cinema operator. Renovations would be limited to the 3rd Level of the existing Bloomingdale’s Building, which would be increased in height by approximately 28 feet to a maximum height of 84 feet above existing grade in order to accommodate cinema screens and theater seating. Specifically, the Project would include up to 13 movie theaters that would vary in seating capacity and seat arrangement based on the type of movie experience (e.g., 3D presentation, large-screen format, luxury “love seat”-type seating, etc.) preferred by the cinema operator. In addition to the theaters, the proposed design includes a café/bar lounge area and concessions at the north end of the cinema complex. If it is retained within the final project design, the lounge area would be available only to ticket holders and would provide an area for these patrons to congregate before and after movies. It is anticipated that the lounge area would provide upscale food and beverage service and serve alcoholic beverages. As such, ArcLight would require an alcoholic beverage permit if the lounge area is realized and would be subject to the conditions included in the Development Agreement (Attachment B, Exhibit J). The need for modern theater amenities was recognized by the City Council-appointed Promenade Uses Task Force, which concluded as early as 2003 that the existing cinemas in the Downtown Core were outdated and likely to become less competitive unless they could provide amenities that newer theaters offer. In its review of the appropriate mix of retail uses on the Third Street Promenade and in the Bayside District, the Promenade Uses Task Force recognized that to support cinema activity along the Third Street Promenade and to preserve the Downtown Core’s competitive advantage, adequate parking is needed. Given these circumstances, there is still a need for a new state-of-the-art movie theater in the Downtown Core that includes features that are competitive in the regional marketplace, such as large screen format presentation/3-D technology and stadium-style seating, and which provides adequate on-site parking. Parking The proposed project would result in an increase in the number of parking spaces required for Santa Monica Place pursuant to the Municipal Code. The existing parking for Santa Monica Place consists of 1,853 spaces located on-site in Parking Structures 7 and 8, and an additional 482 spaces located off-site in the Santa Monica Civic Center Parking Structure and the Santa Monica Civic Center Parking Lot for a total of 2,335 spaces. The proposed conversion of 50,000 square feet of retail area to a cinema complex with 1,500 seats would result in a 2,465 space parking Code requirement for Santa Monica Place which is 130 spaces more than is currently provided.

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A shared parking analysis was performed by Gibson Transportation Consulting, Inc. on behalf of the applicant to identify the projected parking demands of the project, taking into account both the hourly variations in parking demand among the various land uses and the synergy among the land uses within a mixed-use development. The analysis (Attachment D) concludes that the existing parking supply of 2,335 spaces is sufficient to accommodate the peak parking demands of the Santa Monica Cinemas project before and after the opening of the Expo Line operation. The analysis concluded that if the opening of the Expo Line were delayed, sufficient parking would be available to meet the demand and that Santa Monica Place’s existing parking supply could support the development of the proposed project. Project Design According to the applicant the proposed project was designed to be a simple white box set atop the existing Bloomingdale’s Building. The walls of the project are stepped back approximately 8 to 10 feet from the existing parapet walls to maintain the integrity of the existing building design and to reduce the perceived mass of the extended building height. The existing building façade, including the existing third floor windows and “sequin” metal disk elements, will be retained. The new building walls are proposed to be finished in smooth white stucco.

Design Rendering – Corner of Colorado Avenue & 4th Street

Additionally, the project creates a varied roof line as the portion of the building at the theater entry will be approximately 5 feet lower than the primary building which is up to 84 feet high, inclusive of the parapet walls that would serve to screen the mechanical equipment. The cinema complex is accessible via the third floor of the Santa Monica Place courtyard. The elevation of the building facing the courtyard features glass entry doors set into a glass storefront and a butt-jointed glazed panel wall surface.

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Design Rendering –Santa Monica Place 3

rd Floor Courtyard

On February 3, 2014, the Architectural Review Board preliminarily reviewed the project design at the request of the applicant and provided initial design comments. The Board in general responded favorably to the project and expressed appreciation of the simple yet elegant design approach. The Board expressed strong support for retaining the existing 3rd floor windows and felt that they will allow theater patrons to enjoy a visual connection to the city as well as provide visual permeability to the site for passersby. The Board noted that the upper level signs depicted in the renderings would require their approval and commented that the colors and sign type must be carefully considered so as not to detract from the elegant building design. Board members also posed questions and/or comments about the material choices, questioning the appropriateness of stucco and asking for details about the glazing and LED screen wall at the entry within the mall. Staff would continue to work with the applicant to refine the design of the building prior to formal review of the project by the Architectural Review Board. Proposed Development Agreement

A Development Agreement is a contract between the City and a developer that authorizes the type and amount of development that may occur within a specific period of time. Development Agreements typically provide developers with guaranteed development rights in exchange for project and community benefits. A Development Agreement must comply with the General Plan but can establish different development standards than provided by zoning regulations.

A Development Agreement can provide greater latitude to advance local planning policies compared to the Development Review Permit or Administrative Approval

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process. While a Development Agreement is an alternative to the standard development approval process, in practice it is similar to other public review processes where the City Council makes the final decision with the exception that the City Council has more discretion in imposing conditions and requirements on the proposed project since Development Agreements are voluntarily negotiated contracts adopted by ordinance. City staff began the Development Agreement negotiation process with the applicant and worked to reach agreement on the provisions of the proposed DA, included as Attachment B. Community Benefits The applicant and City staff have agreed on community benefits commensurate with the limited scope of the project which converts underutilized retail space to a movie theater without any increase in floor area. The proposed community benefits reflect the pedestrian-oriented environment and proximity to the Expo Line light rail through contributions to the Esplanade project, and include TDM, local hiring and sustainable design provisions consistent with recently approved Development Agreements. Additionally, the community benefits reflect the City’s desire to keep the American Film Market (AFM) in Santa Monica and ensure the festival’s ongoing economic benefit to the City. (Attachment B, Section 2.7) The following is a brief description of the community benefits provided through the Development Agreement.

Esplanade: The Developer will make a $120,000 contribution to the City for improvements to the Esplanade in the City's right-of-way on Colorado Avenue. Additionally, the Developer will allow the City to install the portions of the Esplanade that extend beyond the City's right of way on Colorado Avenue onto the Property and will pay $20,820 to reimburse the City for Developer's share of design costs as well as reimburse the City for installation costs up to $120,000. (At the time of this report, the applicant proposes to install the Esplanade improvements rather than allowing the City to.) Additionally, the applicant will contribute $100,000 towards for the City’s Downtown Wayfinding Metro Grant project that will coordinate wayfinding design between Santa Monica Place, Metro, Big Blue Bus and Downtown Santa Monica, Inc.

AFM: The applicant will make up to three movie screens available to the American Film Market (“AFM”) during AFM’s annual film festival to screen movies featured in this festival.

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To promote pedestrian circulation in Santa Monica Place, the applicant will provide information regarding, and/or a kiosk for, the sale of movie theater tickets on the ground level of Santa Monica Place.Local Hiring: A local hiring program shall be implemented, including provisions for at least one on-site job fair targeted towards recruitment of local resident candidates for employment providing services to the theater, and a written local hiring program.

Transportation Demand Management (TDM): Developer will adopt and implement a TDM Plan for the project with an average vehicle ridership (“AVR”) goal during peak hours of 2.0, with provisions that if the Exposition Light Rail Line is not then fully operational, then the AVR goal will be 1.75.

Additional provisions relative to TDM include the following: o Required participation in the establishment of a geographic-based

Transportation Demand Management Association (TMA) that may be defined by the City, and requirement that the Theater Operator and/or Concession Operator(s) participate.

o Designation of an Employee Transportation Coordinator (ETC) to manage all aspects of the TDM program and participate in the local TMA.

o Provision of a Transportation Information Center for on-site employees of the Theater Operator and Concession Operator(s) about local public transit services and bicycle facilities.

o Developer shall further ensure that the Theater Operator makes information available to Theater patrons about transit and light rail opportunities, carshare, rideshare, shopping locally, and bike and walking routes, by posting a link to such information on the Theater Operator's website.

o Developer shall further ensure the Theater Operator makes walking and biking maps available for employees and visitors, which shall include but not be limited to information about convenient public transit stops, local services, and restaurants within walking distance of the Project.

o Developer shall initiate a referral to all Project employees about rideshare matching service and/or require the Theater Operator and Project tenants to participate in Metro’s CommuteSmart.info website.

o Developer shall make or cause to be made available to all employees of the Theater Operator and/or Concession Operator(s) a Metro EZ public transit pass (or equivalent multi-agency monthly transit pass) valid every day for the first three months of the new employee’s employment (offered during the first three months of employment only) to establish on-going ridership habits.

Sustainable Design: The project will be designed to achieve LEED® Gold certification by the Green Project Certification Institute under the LEED® Rating System. (At the time of this report, the applicant has only agreed to strive for LEED® “Gold” rating.) In addition, the applicant will install photovoltaic panels on the roof in order to maximize renewable energy opportunities. To facilitate the

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use of SMURF water for pressure washing of the Esplanade, the applicant will install a connection to the SMURF line that runs in the vicinity of the project. Finally, the applicant will install conduit for telecommunications to the cinema space to reduce post-construction installation activity.

Community Meeting and Public Input

On December 12, 2013, approximately 15 members of the public attended a community meeting at the project site in Santa Monica Place to learn about and provide feedback on the proposed project. After a project presentation by the applicant, the majority of the meeting was spent allowing members of the community to provide their initial thoughts on the project and engage in a question and answer session about the proposed project. General Plan Consistency Santa Monica Place is located in the Downtown Core land use element designation established by the 2010 Land Use and Circulation Element (LUCE). However, this area is subject to the 84 foot height and 3.5 FAR standards of the 1984 LUCE pending completion of a new Downtown Specific Plan. The Downtown Core designation allows for the broadest mix of uses and highest intensity development. The area is the City’s major regional retail and employment district, with a human-scale and pedestrian-orientation at the street level. The project is consistent with the goals and policies of the LUCE in that a cinema complex is a permitted use in the Downtown Core, and would contribute to the Downtown Core as being a thriving, mixed-use urban environment in which people can live, work, be entertained and be culturally enriched. Additionally, the proposed cinema complex would provide entertainment, arts, and cultural opportunities. The proposed Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the general plan and any applicable specific plan, in that consistent with Downtown Core Policy D1.2 to encourage the construction of new or rehabilitated movie theaters in the Downtown to assure that these entertainment venues are competitive in the marketplace, as well as Policy D7.1 to encourage a broad mix of uses that creates dynamic activity in both the daytime and evening hours including retail, hotels, office, high-density residential, entertainment and cultural uses in the Downtown. The Development Agreement is consistent with citywide LUCE Policies LU3.3 and LU3.4. which call for a focus on local-serving uses which address local-serving needs and daily resources necessary to reduce vehicle trips and vehicle miles traveled, as the project would locate a state-of-the-art movie theater in a convenient location for local residents so that they do not have to drive to comparable destinations outside the City. The project further provides entertainment activities within walking distance of residences to reduce the frequency and length of vehicle trips. The extended height proposed by the project is consistent with Policy D8.3 that calls for the design of buildings with a variety of heights, and Policy D8.4 that requires buildings to avoid uniformly flat roofs. The implementation of a Transportation Demand Management (TDM) plan in order to reduce vehicle trips in the area and reduce associated parking demand is consistent

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with LUCE Circulation Policy T19.2 which calls for the imposition of appropriate TDM requirements for new development. Furthermore, the project is consistent with LUCE land use policies by incorporating community benefits including, but not limited to, contributions towards construction of the City Esplanade project, provisions for making theaters available to the American Film Market (AFM), a TDM plan, local hiring provisions and sustainable design features. Environmental Analysis The Initial Study prepared for this project is tiered from the Santa Monica Place Remodel Project Final Initial Study/Mitigated Negative Declaration approved by the City in 2007, as well as the Santa Monica Civic Center Specific Plan EIR which analyzed plans to revitalize SMP as part of a proposed Amendment to the Downtown Redevelopment Plan and was certified by the City Council in 2005; “Tiering” of CEQA documents is permitted pursuant to CEQA Guidelines Section 15152. While these previous documents addressed impacts associated with the entirety of Santa Monica Place, the Initial Study prepared for the project focuses solely on the potential environmental impacts of the proposed cinemas project. Because the proposed project involves (1) the modification of an earlier approved permit, (2) previously analyzed in compliance with CEQA, (3) that has been constructed and, (4) for which the activation of the 50,000 square feet of vacant retail gross leasable area (GLA) may occur without any discretionary review by the City pursuant to existing entitlements, the baseline for the proposed project is the full capacity of the Santa Monica Place pursuant to its existing entitlements. The Initial Study identified a potentially significant impact on Transportation/Traffic; however, this impact will be mitigated by the Applicant’s implementation of a mitigation measure, as summarized below:

TRAF-1: Construction Mitigation Plan. The Applicant shall prepare, implement, and maintain a Construction Impact Mitigation Plan which shall be designed to:

Minimize traffic impacts on the surrounding roadway network.

Minimize parking impacts both to public parking and access to private parking.

Ensure safety for both those constructing the project and the surrounding community.

Prevent truck traffic through residential neighborhoods by establishing truck routes that utilize non-residential streets.

Ensure coordination with the Exposition Light Rail line (Expo LRT) Downtown Santa Monica station construction project.

With the implementation of the mitigation measure, construction traffic impacts would be less than significant. A Mitigated Negative Declaration has been prepared for the project. Two comment letters were received during the public comment period. Both letters requested that the project include closed captioning and design-related acoustical considerations. Since the letters did not state a specific concern or question regarding the environmental analysis, a response was not required pursuant to CEQA. However,

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the letters are included in the Initial Study/Mitigated Negative Declaration for Planning Commission review and consideration (Attachment C).

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Value Enhancement Analysis An economic study of the proposed theater project compared to the build out of the existing vacant retail space was performed. The City contracted The Natelson Dale Group (TNDG) to prepare a Value Enhancement Analysis (Attachment F).

The essential purpose of a Value Enhancement Analysis is to estimate the incremental development value associated with different sets of development entitlements on the subject site. For this particular project, the baseline development scenario was defined by the existing entitled use as a 50,000 square foot typical retail tenant. To quantify the amount of this value enhancement, the City’s financial consultant, TNDG, independently prepared a pro forma analysis, and estimated the difference in residual land values (estimated value less estimated construction costs) for a typical retail project and the proposed theater project. The analysis concluded that because the theater involves considerable costs that a retail use option does not, the residual land value for the theater is minimal in comparison to the retail-use value, and hence the difference of the proposed use compared to the analyzed retail alternative is a negative value of $30.7 million. TNDG also examined the concept of the theaters generating increased sales at the mall, with these sales constituting a portion of the enhanced value associated with the project. While the increased mall sales attributed to theater patronage would be substantial and would off-set some of the negative value noted above, the TNDG assessment of the net value enhancement for the proposed project is that it would be neutral.

Alternative Actions:

In addition to the recommended action, the Planning Commission could consider the following with respect to the project:

A1. Continue discussion for analysis of additional options with agreement from the applicant.

A2. Recommend that the City Council not enter into the Development Agreement.

Conclusion The developer proposes a Development Agreement with the City to authorize construction of a new cinema complex within the existing 3rd floor of the Bloomingdale’s Building. Additional building height is necessary to accommodate the stadium seating as well as the movie screens and associated equipment. The project is designed to meet all Zoning Code development standards except for the maximum height requirements. The applicant is proposing to extend the existing building height to 84 feet which is in excess of the 56 feet permitted by Code for the C3-C District. The Development Agreement is consistent with LUCE policies to encourage the construction of new or rehabilitated movie theaters in the Downtown (Policy D1.2) and to encourage uses that create dynamic activity in both the daytime and evening hours including entertainment and cultural uses in the Downtown (Policy D7.1). The proposed negotiated community benefits will include monetary contributions towards construction of the Esplanade project, an aggressive TDM program, local hiring provisions and provisions to ensure that at least 3 theaters are made available to the American Film

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Market (AFM). Finally, the conversion of vacant retail space to cinema use will have a positive fiscal impact on the City in that the cinema use is subject to City business license taxes and may generate additional sales tax revenues for the City. Based on the limited scope of the project which converts underutilized retail space to a movie theater without any increase in floor area, the level of community benefits proposed for this project is appropriate. DEVELOPMENT AGREEMENT FINDINGS 1. The proposed Development Agreement is consistent with the objectives, policies,

general land uses and programs specified in the general plan and any applicable specific plan, in that consistent with Downtown Policy D1.2 to encourage the construction of new or rehabilitated movie theaters in the Downtown to assure that these entertainment venues are competitive in the marketplace, as well as Policy D7.1 to encourage a broad mix of uses that creates dynamic activity in both the daytime and evening hours including retail, hotels, office, high-density residential, entertainment and cultural uses in the Downtown. The Development Agreement is consistent with citywide LUCE Policies LU3.3 and LU3.4. which call for a focus on local-serving uses which address local-serving needs and daily resources necessary to reduce vehicle trips and vehicle miles traveled, as the project would locate a state-of-the-art movie theater in a convenient location for local residents so that they do not have to drive to comparable destinations outside the City, and provides entertainment activities within walking distance of residences to reduce the frequency and length of vehicle trips.

2. The proposed Development Agreement is compatible with the uses authorized in the

district in which the real property is located, in that the subject property is located in the C3-C (Downtown Overlay) zoning district where theaters are a permitted use.

3. The proposed Development Agreement is in conformity with the public necessity,

public convenience, general welfare, and good land use practices, in that it allows for the development of a state-of-the-art cinema complex within an existing, but vacant retail space on the 3rd Level of the Santa Monica Place shopping mall, which enhances the entertainment options for residents and visitors to the City.

4. The proposed Development Agreement will not be detrimental to the health, safety

and general welfare, in that the agreement allows for the conversion of approximately 50,000 square feet of entitled, but vacant, retail space on the 3rd Level of the Bloomingdale’s Building of Santa Monica Place shopping mall into a multi-screen cinema complex with a maximum height of 84 feet that is compliant with the height and FAR standards of the 1984 LUCE in effect pending completion of a new Downtown Specific Plan. The proposed project will be located in an urbanized area and is consistent with other similar improvements in the area and does not have the potential to disrupt the urban environment or cause health or safety problems.

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5. The proposed Development Agreement will not adversely affect the orderly development of the property, in that the Development Agreement is contingent upon the review and approval of a specific site plan consistent with tested urban design principles that reflect the goals and policies of the City of Santa Monica which were established through a long range planning process and are reflected in the recently adopted update of the Land Use and Circulation Element of the City’s General Plan. In addition, the cinema project is proposed within an existing retail space.

6. The proposed Development Agreement will have a positive fiscal impact on the City

in that the cinema use may generate additional sales tax revenues for the City and is subject to City business license taxes. The City will incur no cost associated with the implementation of the applicant’s Transportation Demand Management plan and the associated community benefit of reduced vehicle trips in the area. Moreover, the project would provide one-time contributions in the form of community benefits that the applicant will be required to provide pursuant to the proposed Development Agreement, including but not limited to, a Colorado Esplanade contribution of $120,000 and a Downtown Wayfinding Metro Grant project contribution of $100,000. For these reasons, the project will have a positive fiscal impact on the City.

Prepared by: Laura Beck, Associate Planner Attachments A. Public Notification B. Proposed Development Agreement C. Initial Study/Mitigated Negative Declaration D. Shared Parking Analysis E. Value Enhancement Analysis F. Project Plans and Photographs

F:\CityPlanning\Share\PC\STRPT\2013\Macerich Cinemas PC Formal Review\PC 3-19-14 Final Staff Report.docx

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ATTACHMENT A

PUBLIC NOTIFICATION INFORMATION Pursuant to Municipal Code Sections 9.04.20.22.050 and 9.48.110, notice of the public hearing was mailed to all owners and residential and commercial tenants of property located within a 500-foot radius of the project and published in the Santa Monica Daily Press at least ten consecutive calendar days prior to the hearing.

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NOTICE OF A PUBLIC HEARING BEFORE THE SANTA MONICA PLANNING COMMISSION

SUBJECT: Development Agreement 13DEV010

315 Colorado Avenue APPLICANT: Macerich SMP LP PROPERTY OWNER: Macerich SMP LP

A public hearing will be held by the Planning Commission to consider the following request: The property owner is seeking a Development Agreement with the City to convert approximately 50,000 square feet of entitled, but vacant retail space on the third level of the Bloomingdale’s Building within Santa Monica Place into a multi-screen movie theater complex with up to 13 movie theaters with a seating capacity of up to 1,500 seats. ArcLight has been identified as the operator for the cinema. Renovations would be limited to the 3rd level of the Bloomingdale’s Building; the height of the existing building height would be increased by approximately 28 feet, from 56 feet to a maximum of 84 feet. No additional floor area is proposed. An Initial Study/Mitigated Negative Declaration has been prepared for the project pursuant to CEQA. Pursuant to Santa Monica Municipal Code (SMMC) Section 9.48.130, the Planning Commission shall hold a public hearing on the proposed development agreement and shall make its recommendation to the City Council for review.

DATE/TIME: WEDNESDAY, March 19, 2014 AT 7:00 P.M.

LOCATION: City Council Chambers, Second Floor, Santa Monica City Hall 1685 Main Street, Santa Monica, California

HOW TO COMMENT The City of Santa Monica encourages public comment. You may comment at the Planning Commission public hearing, or by writing a letter. Written information will be given to the Planning Commission at the meeting. Address your letters to: Laura Beck, AICP, Associate Planner Re: 13DEV010 City Planning Division 1685 Main Street, Room 212 Santa Monica, CA 90401 MORE INFORMATION If you want more information about this project or wish to review the project file, please contact Laura Beck at (310) 458-8341, or by e-mail at laura.beck@smgov.net. The Zoning Ordinance is available at the Planning Counter during business hours and on the City’s web site at www.smgov.net. The meeting facility is wheelchair accessible. For disability-related accommodations, please contact (310) 458-8341 or (310) 458-8696 TTY at least 72 hours in advance. Every attempt will made to provide the requested accommodation. All written materials are available in alternate format upon request. Santa Monica Big Blue Bus Lines numbered 2, 3, Rapid 3, and 9 serve City Hall.

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Pursuant to California Government Code Section 65009(b), if this matter is subsequently challenged in Court, the challenge may be limited to only those issues raised at the public hearing described in this notice, or in written correspondence delivered to the City of Santa Monica at, or prior to, the public hearing. ESPAÑOL Esto es una noticia de una audiencia pública para revisar applicaciónes proponiendo desarrollo en Santa Monica. Si deseas más información, favor de llamar a Carmen Gutierrez en la División de Planificación al número (310) 458-8341. APPROVED AS TO FORM: ___________________________ Amanda Schachter Planning Manager

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ATTACHMENT B

PROPOSED DEVELOPMENT AGREEMENT

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ATTACHMENT C

INITIAL STUDY/MITIGATED NEGATIVE DECLARATION

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ATTACHMENT D

SHARED PARKING ANALYSIS

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ATTACHMENT E

VALUE ENHANCEMENT ANALYSIS

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ATTACHMENT F

PROJECT PLANS AND PHOTOGRAPHS