March 11, 1999

SUBJECT: American Mall Properties LLC, City of Sunnyvale Redevelopment Agency, and City of Sunnyvale (American Mall Properties, LLC): Applications for related proposals for a 37.5 acre site located at: 1001, 1326 and 2502 Town Center Lane; 296 South Mathilda Avenue; 390 West McKinley Avenue; 200 West Washington Avenue; 211 West Iowa Avenue; in the DSP/18, 18a and 18b (Downtown Specific Plan/Sub-districts 18, 18a, and 18b) Zoning Districts. (APN: 209-34-003, 006, 007, 008, 013; 209-35-001, 002, 005, 007, 009) (Environmental Impact Report) SD

Resolution 1998-1119 – Amend Downtown Specific Plan land use designation and Block number for portions of Block 18a (fronting Mathilda Avenue) and Block 18b (parking structure) to Block 18 to allow regional retail uses. The amendment would increase the maximum permitted retail square footage and theater seats in Block 18 and decrease the maximum permitted office square footage in Block 18a;

Ordinance 1999-0196 - Rezone portions of the Downtown Specific Plan/Sub-districts

(2) 18a & 18b to Downtown Specific Plan/Sub-district 18 Zoning District.;

Delete Subdistrict 18b from the Zoning Code.

Motion 1998-1120 - Special Development Permit to allow construction of an 82,000 square foot (4,000 seat), 20-screen cinema; approximately 205,000 square feet of other additional retail, restaurant and entertainment space; removal of the central portion of the existing two-level parking structure; and construction of two new parking structures located at the corners of Washington/Sunnyvale Avenues and Iowa/Sunnyvale Avenues;

Motion 1999-0103 - Tentative Map to create eight parcels where ten currently exist.

The mall was constructed with two anchor stores (Macy’s and Montgomery Wards) in 1978. The third anchor store (JC Penney’s) was added in 1993.

In 1975, the City of Sunnyvale adopted the Redevelopment Plan for the Central Core, which since then has undertaken a number of redevelopment activities in the Sunnyvale downtown area in compliance with the California Community Redevelopment Law. The Redevelopment Plan was amended in 1986 and in 1993. The designated redevelopment boundary includes the project site. The Sunnyvale Redevelopment Agency owns the existing two-story parking structure in front of Town Center Mall. The City of Sunnyvale and the Redevelopment Agency currently own some properties along the Mathilda Avenue frontage of the project site.

In 1990, a Final EIR was certified for the downtown area and General Plan land use designations were adopted for the properties within the Downtown Specific Plan boundaries.

In 1993, the City of Sunnyvale adopted the Sunnyvale Downtown Specific Plan, which provides development standards and guidelines for the area generally bounded by Charles Street on the west, Olive Avenue on the south, Evelyn Avenue on the north, and Carroll Street on the east. The project site is located in the Downtown Specific Plan area (Block 18, 18a and 18b).

The applicant, American Mall Properties, LLC, has requested the City of Sunnyvale's approval of the proposed modifications to the Town Center Mall site to create a new "entertainment village," 20-screen theatre and other retail expansions, and associated parking (Attachment 6 - Site Plans). The applicant indicates the project objectives to be as follows:

• Respond to increased competition from other retail centers in today’s more entertainment driven regional retail market;
• Modify the mall’s tenant mix to provide for an enlarged entertainment component, and for additional major, upscale tenants and retailing concepts that are attractive to local consumers;
• Avoid the potential loss of the existing mall’s anchor tenants;
• Provide for stronger evening and weekend activity in the downtown area; and
• Introduce a vertical element and other design features to improve the mall’s visibility and make the mall more distinctive and attractive to the regional consumer market.

The proposed project includes the following:

The cinemas are located on the second story level of the "entertainment" village facing Mathilda Avenue. The existing six theaters (20,291 s.f., 1,272 seats) in the mall will be replaced with other retail uses. The entrance to the proposed theaters is within the existing mall near a food court area. The theaters have exits that open on to the pedestrian deck on the second story of the retail buildings and into the pedestrian plaza. The second story is connected to the first floor of the entertainment village and the existing parking structures via stairs, escalators and an elevator in the tower.

The theater is approximately 380 feet by 240 feet and is 75 feet in height. The raduis of tower at its base is approximately 15 feet. The tower includes an elevator to the theatres on the second floor. The portion above the second story is simply a tower structure as seen in the elevations.

The term "entertainment" is defined as uses that primarily include an entertainment component such as restaurants, bookstores, music, and video stores. The applicant has suggested active entertainment events such as video game arcades or similar uses also to be included. For the purposes of this report, "entertainment" space will be referred to as retail/restaurant space. The conditions of approval addresses the appropriate uses.

As proposed, additional retail/restaurant space (182,000) occurs at two locations; four buildings with approximately 143,000 square feet in the entertainment village near Mathilda Avenue, and four buildings with a total of 39,000 square feet near the Washington portion of the site.

The retail/restaurant buildings in the entertainment village are one and two story buildings; while those on Washington Avenue are primarily one-story buildings. One of the buildings in the Murphy Avenue connection area is a two-story building adjacent to the existing mall structure.

The architecture and site layout of the buildings is discussed in subsequent sections of this report.

3. Removal of the central portion of the existing two-level parking structure

The existing two-level parking structure contains three sections extending from Washington Avenue to Iowa Avenue. The proposal includes removal of the middle section of the structure. This removal will require structural reinforcement to the remaining two portions of the parking structure. The existing parking structures will be upgraded and also restriped to address changes and improve circulation.

The applicant is proposing to build two new parking structures to offset the loss of parking spaces in the existing structure and provide parking for the additional uses proposed. The parking structure on the Washington/Sunnyvale Avenue (Parking Structure C) is a five level structure containing 1,314 spaces while the other structure on Iowa Avenue (Parking Structure D) will be four levels containing 974 parking spaces. Both the structures have one and a half-level subterranean (below grade) parking. Both the structures have ramps in the interior portion, which will also contain parking. The effective height of the five level structure from Washington and Sunnyvale Avenues will be three and half levels (29 feet), while that on Iowa Avenue will be two and a half levels (18 feet). Parking Structure C is setback approximately 100 feet from Washington Avenue and has a one-story retail building fronting Washington Avenue. Total on-site parking will be 4100 spaces.

This project will also require abandonment of McKinely Avenue east of Mathilda. The abandonment process, which includes public hearings, will follow if the proposed project is approved.

The existing mall, parking structure and the surface parking lots that face Sunnyvale Avenue have a General Plan land use category of Central Business, while the portion of the project site fronting Mathilda Avenue (the pad building and the vacant parcel) have a General Plan Land Use category of Office. The proposed amendment to the Downtown Specific Plan will enable the land use designation for the portion of the site with Office to change to a Central Business land use category, consistent with the proposed retail use.

An Initial Study was prepared for the project, which determined that significant environmental impacts might result from the project development and required that an Environmental Impact Report be prepared. An Environmental Impact Report (EIR) has been prepared and was available for public review and comments. The EIR notes adverse as well as beneficial impacts. The discussion related to the project, particularly the Special Development Permit (page 13), notes the adverse impacts and recommended mitigation measures. Discussion of the related action on the EIR is included in an accompanying report.

1998-1119 - AMENDMENT TO DOWNTOWN SPECIFIC PLAN

Location: The project is located in Downtown Specific Plan Block 18, 18a and 18b (Attachment 4a - Land Use Map, Downtown Specific Plan). Blocks 18 and 18b have a land use designation of Regional Retail. Block 18 includes the existing mall and surface parking lots along Sunnyvale Avenue. Block 18b contains the existing two-level parking structure and also has the Regional Retail land use designation. Block 18a has a land use designation of Office. The proposal includes retail use in a portion of Block 18a.

Present Site Conditions: The site is currently developed with the mall, a two level parking structure, parking lots, a vacant parcel and a vacant bank building.

Streets: The site is bounded by Washington Avenue on the north, Mathilda Avenue on the west, Iowa Avenue on the south and Sunnyvale Avenue on the east. Access to the site is provided from all four streets.

Nearby Uses: The project is located in the midst of the downtown surrounded by a variety of uses. Uses on the north side of Washington Avenue include a parking lot (future site of a Hotel and Office development), retail, office and restaurant uses in Town and Country Village, personal service, a restaurant and retail uses along Washington Avenue. The Heritage Landmark District of Murphy Avenue is located north of the proposed site.

Uses on Mathilda Avenue, immediately adjacent to the project site include a restaurant, an office building and a bank building. Uses across of Mathilda Avenue, on the west side, include bank buildings, single family residential, personal service, strip office complex, a restaurant and a vacant parcel. Uses on Charles Avenue, which is located west of Mathilda Avenue, primarily include single family residential.

Uses on the south side of Iowa Avenue include a bank building, a health club, single-family homes, apartments, office buildings and an instructional facility. Uses on Olive Avenue, which is a south of Iowa, include office, single- and multi-family residential. Uses across Sunnyvale Avenue include single-and multi-family residential, office and retail uses. Uses on Carrol Street, a street east of Sunnyvale Avenue, has single family residential.

The project site does not include two properties at the southeast corner of Washington and Mathilda Avenues, and one property located at the northeast corner of Iowa and Mathilda Avenues.

The following table describes current Downtown Specific Plan (DSP) land use designation, the current uses and the proposed change to DSP designation.

Change Under Consideration: The project proposal includes retail buildings in Downtown Specific Plan - Block 18a and b and theatres in Block 18b. Block 18b encompasses the existing parking structure and as proposed will no longer have the configuration reflected in the Downtown Specific Plan. Town Center Lane will not be a through vehicular lane.

The proposal requires an amendment to the Downtown Specific Plan to change the boundary of Block 18 to include Block 18b and portions of Block 18a. This change will allow regional retail uses for a portion of Block 18a. This change will increase the maximum permitted retail square footage in Block 18 and decrease the maximum permitted office square footage in Block 18a.

The following is a modified portion of Table 4-1 on Land Use included in the Downtown Specific Plan.

The proposed amendment modifies the Downtown Specific Plan by transferring office square footage permitted by the zoning for Block 18a to retail square footage into Block 18 with a net decrease of approximately 2,000 square feet.

Although, the proposed change does not change the required building setbacks as noted in the Downtown Specific Plan, it will allow 75 feet (5 stories) where currently 30 feet (2 stories) is allowed for the Office portions fronting Mathilda Avenue. The proposal includes a tower at 120 feet, which will be discussed in the Special Development Permit of this report. Office heights were kept to two stories for this side of Mathilda Avenue in the DSP to limit obstruction of the view to the mall.

The proposed amendment will also change corresponding sections in the Downtown Specific Plan including maps and text. This change requires a corresponding change in the zoning of the site, which is discussed in the Rezoning section of this report.

Objective: The proposed amendment will allow retail use and a pedestrian plaza visible from Mathilda Avenue. The proposal with the pedestrian plaza on Mathilda Avenue meets the objectives of the design elements in the Urban Design Plan of the Downtown Specific Plan to strengthen Mathilda Avenue as an enhanced view corridor. The design elements in the Plan include locating major gateway features at McKinley and Mathilda Avenues as a major entry to the Town Center Mall.

Staff Comments: The proposed change would no longer allow office use in a portion of Mathilda Avenue. This will change the office corridor originally envisioned in the Downtown Specific Plan. At the same time, the amendment will increase the mall’s visibility and entry feature from Mathilda Avenue, a major transportation corridor. The theaters and the additional retail/restaurant space are also intended to increase the patronage at the mall and provide support for a more vibrant Downtown. Staff recommends approval of the proposed amendment to the Downtown Specific Plan.

1999-0103 - REZONING

Change Under Consideration: The Downtown Specific Plan zoning district is included in the Zoning section (19.28) of the Sunnyvale Municipal Code (Attachment 4b). The proposed amendment to the Downtown Specific Plan would also require a corresponding change in zoning. The site is currently zoned Downtown Specific Plan Subdistrict 18, 18a and b. The proposed change will change the zoning for the entire project site to Subdistrict 18. Subdistrict 18b will no longer be referenced and can be deleted from the Zoning Code.

Objective: The objective of the rezoning is to maintain consistency between the Downtown Specific Plan and the Zoning. Objectives of the amendment are discussed in the preceding Downtown Specific Plan Amendment section of this report.

Staff Comments: If the Downtown Specific Plan is amended as requested, the zoning should be modified to achieve consistency between the plan and the zoning. Staff recommends approval of rezoning portions of the site to Subdistrict 18 to implement changes to the Downtown Specific Plan, and deletion of Subdistrict 18b in the code.

1998-1120 - SPECIAL DEVELOPMENT PERMIT

The proposal expands retail use from the indoor mall to the outdoor area in freestanding buildings located in the entertainment village and in the area connecting Murphy Avenue. The proposal also replaces the existing theater use located within the mall (6 screens with 1,272 seats) by adding the proposed 20 screen theaters with 4,000 seats in new buildings. The proposal includes the addition of a pedestrian plaza facing Mathilda Avenue. The proposal also maximizes the parking areas by constructing two new parking structures on the Sunnyvale Avenue portion of the site.

The proposal is evaluated against the Goals related to Land Use stated in the Downtown Specific Plan. They are:

As noted in the EIR, the proposal has associated potential impacts in terms of Land Use on surrounding uses as well on the proposed site. They are as follows:

The EIR recommended mitigation measures for the above stated impacts are incorporated in the Conditions of Approval in this report, in order to reduce the impact to a less than significant level.

The project will increase patronage at the expanded mall with the theaters and additional retail and restaurant stores. This patronage will increase the demand for fire protection, emergency medical and police services. In addition, traffic generated by the proposed project and other development in the downtown area may create greater traffic congestion, potentially increasing emergency response time. The City of Sunnyvale has trained personnel to perform both fire and police duties. This integrated system provides effective emergency services. Following is a discussion of the proposed development impact on the City’s Fire and Police Services.

Fire: The proposal removes the middle portion of the existing two-level parking structure, which is currently inaccessible to emergency vehicles. Fire apparatus and ambulances are unable to enter the existing two-level parking garage on the project site, because of the low ceilings of this garage. Personnel attend emergency response to this area on foot after parking their vehicles next to the garage. The remaining portions of the existing two-level parking structures will continue to be inaccessible to emergency vehicles. The new parking structures will allow access by smaller emergency vehicles to the first floor.

The project will incrementally increase demand on existing fire protection and medical emergency services. As noted in the EIR, mitigation measures to address this issue are included in Conditions of Approval No. M9-M14.

Police: As stated in the EIR, the proposed project would increase demand for police services at the project site. Increase in police services is measured by number of calls received and number of crimes.

Staff has included these mitigation measures in Condition No. M8-M19.

A formal transportation study was prepared for this project by the firm of Fehr & Peers Transportation Consultants. This study meets the Transportation Impact Analysis (TIA) requirements of the regional Santa Clara County Congestion Management Program (CMP). The Congestion Management Program specifies, per State law, that regionally-significant roadways be evaluated for commute hour effects. Other transportation facilities, including site access and alternative transportation facilities, are also required to be evaluated.

A TIA is required if a project is expected to generate 100 or more peak hour trips in the AM or PM peak hours of adjacent street traffic. Total new trip generation from the new project is estimated at 142 AM peak hour adjacent street traffic trips, and 1,106 PM peak hour adjacent street traffic trips, based on CMP approved trip generation standards. The trip generation analysis takes into account a 15% trip reduction allowance for pass-by trips, or trips already on the roadway system that are anticipated to be diverted to the project.

This study also looked at a number of City intersections, as well as an evaluation of neighborhood traffic issues, peak traffic generation hour of the proposed land use, peak period (holiday) parking demand, and traffic signal interconnect systems. The TIA prepared for the project was subsequently subjected to a peer review by Wagstaff and Associates through the environmental review process. Changes or clarifications to the original TIA are summarized in the Final Environmental Impact Report for the project.

Four freeway segments were also analyzed based on the anticipated distribution of project traffic and existing congested (Level of Service "F") conditions and proximity to the project. The anticipated level of project traffic to be added to these segments does not meet the CMP criterion for evaluation for freeway traffic impact. No significant impacts were anticipated from the project to area freeways.

The TIA evaluated 29 CMP and City roadway intersections in the vicinity of the project. Roadway intersections, as the "choke points" or time-sensitive points of the roadway system, are the focus of traffic analyses. These intersections were analyzed in the TIA based on the anticipated level of project traffic to be added to these intersections. The TIA found that four intersections were identified as impacted by the project, according to local and regional standards. These intersections are El Camino Real/Wolfe, Mathilda/Washington, Mathilda/Iowa, and Sunnyvale-Saratoga/Homestead.

The intersection of Mathilda Avenue and Washington Avenue, a "City" intersection, is anticipated to realize a decline in Level of Service (LOS) below City standards. The City’s level of service policies for non-regionally designated, "City" intersections is to ultimately maintain LOS "D," and to minimize the decline of existing levels of service. In applying these policies to the project, environmental impacts are found in the PM peak hour and the AM peak hour. The TIA finds that under project conditions (existing traffic levels + previously approved/reasonably foreseeable development + project traffic) that the Mathilda/Washington intersection will fall from an existing + background growth LOS of "D" to a project condition LOS of "E." The project also causes existing AM peak hour LOS to decline from "C-" to "D+."

This potential impact from development of the downtown area was identified in the Downtown Redevelopment Program EIR and the Downtown Specific Plan EIR. Mitigation was identified as widening the intersection of Washington Avenue and Mathilda Avenue.

Refined analysis has identified a feasible capital improvement to widen the westbound leg of Washington Avenue at Mathilda Avenue to add a dual left turn lane and an exclusive right turn lane as sufficient mitigation for the project. Staff is recommending that the project dedicate right-of-way and a make a fair share contribution for construction of this improvement (Condition of Approval M25).

The TIA found that project traffic creates a delay to traffic in the PM peak hour at the intersection of El Camino Real and Wolfe Road that exceeds City and regional LOS standards.

This intersection is identified as operating at LOS "F" under background (existing + approved growth) conditions. This anticipated LOS violates City and regional LOS policies. Traffic from the proposed project creates an additional delay that further exceeds City and regional LOS policies by a significant degree.

The City has anticipated poor levels of service at this intersection by programming a capital project to widen this intersection. Currently, the City is processing a federal TEA-21 grant application to complete funding for this widening project. To mitigate the increase in congestion due to the project above anticipated levels and in violation of City and CMP standards, City staff are recommending that the project make a fair share contribution to City costs for widening this intersection (Condition of approval M26). The City estimates this contribution at $ 11,051.

The TIA identifies a project-caused impact to the intersection of Mathilda/Iowa in the PM peak hour. Levels of service are not anticipated to drop below the City’s baseline standard of "D," but are anticipated to change from "C+" to "D+" in the PM adjacent traffic peak, and "B" to "C" in the peak hour of the land use.

To address the City’s policy of minimizing changes to existing levels of service, widening of this intersection and/or elimination of on-street parking would be required. The estimated cost of the minimum required improvement to maintain existing levels of service is $165,000. The existing landscape median and on-street parking in the vicinity of the intersection would need to be removed. Widening of the entire intersection to allow the landscape median and the on-street parking to remain would elevate the cost of the improvement to approximately $ 1.3 million.

Staff believes that this level of mitigation is unreasonable for the slight degree of impact to the intersection. Improvements are not budgeted for this intersection. Post-project changes to levels of service are anticipated to be minor and will not compromise the free flow of traffic. Forecast levels of service are within the City’s base level of service policy. Staff is recommending that the existing roadway configuration at the intersection of Mathilda/Iowa be maintained. This will result in a decline in existing levels of service, but one that is within City policy of requiring only reasonable mitigation for changes in level of service above the base LOS policy. However, City staff is recommending that the applicant be required to dedicate an additional 5 feet of right-of-way to accommodate future road widening as a fair-share contribution to mitigate this impact. Staff has included this mitigation measure in Condition of Approval No. M27.

The TIA identifies the need for a southbound right turn lane at the intersection of Sunnyvale-Saratoga and Homestead Roads in the project condition, due to the addition of project traffic. The level of service impact cited as being violated is the City of Cupertino’s local level of service policy of "D."

This intersection is located in the City of Cupertino. It is a regionally significant intersection as identified by the CMP. Project traffic does not violate the LOS "E" CMP standard or the City of Sunnyvale LOS standard for regionally significant intersections. Pre-project background (existing + approved) traffic levels are at LOS "E," and do not violate the CMP or City of Sunnyvale standards with the addition of project traffic.

Mitigation of this impact is the responsibility of the City of Cupertino. Cupertino has a funded capital project to improve traffic signal efficiency at this location. This project may improve operation of the intersection to Cupertino’s LOS standard. Sunnyvale staff believe that the anticipated LOS realized at this intersection under the project condition falls within the CMP and City of Sunnyvale standards, and the City of Cupertino has a programmed project to improve operations at this intersection. Staff has included a Condition of Approval No. M30 requiring the applicant to contribute fair-share cost if improvements at this intersection are undertaken.

The proposal has identified locations for bicycle parking. The EIR identifies a potential increase in bicycle travel as a potentially significant impact. Staff has included a Condition of Approval M29 requiring the applicant to comply with measures to incorporate support facilities for bicycles into the project design.

Staff and the TIA consultant have reviewed the site plan and identified issues with the site design that would cause problems with access to, from and through the site.

A critical design feature to internal site circulation is the proposed blocking off of Town Center Lane to create a pedestrian plaza/mall. This change will eliminate the ability for vehicles to circulate between the southwest and the northwest quadrants of the site. This pattern may cause Mathilda Avenue to be used by vehicles attempting to circulate around the mall. However, this feature will enhance the pedestrian connection between the existing mall and the proposed theatre/retail addition, and eliminate what would be a significant area of conflict between pedestrians and motor vehicles. This feature contributes significantly to the viability of the overall project. The ability for emergency vehicles to traverse the Town Center Lane roadway alignment will remain.

Staff has worked with the applicant to locate drop-off/pick up points. Two drop off/pick up areas including one adjacent to the proposed theatres are included. A bus duck-out is also proposed on Mathilda Avenue, per the specifications of the Valley Transportation Authority. Staff believes the drop-off and pick-up points for the project are adequate.

Staff believes that the number of driveways on Sunnyvale Avenue is excessive. A proposed driveway north of the Sunnyvale Avenue/McKinley Avenue entrance to the mall will serve only a small portion of mall traffic. Minimizing driveway cuts is important for maintaining major street throughput and minimizing conflicts between through traffic and turning vehicles (including bicycles). Staff is recommending a condition of approval to eliminate this driveway from the site plan (Condition of Approval No. 20).

Staff also does not approve of the driveway throat length for the southernmost driveway on the Sunnyvale Avenue frontage of the site. A minimal throat length will create a poor circulation pattern at the driveway cut. Staff has included a condition of approval for a minimum 120’ spacing between the driveway cut on Sunnyvale Avenue and the first drive aisle intersection (Condition of Approval No. M21).

Pedestrian access on the site will generally be improved from the existing condition with the proposed addition of sidewalks, crosswalks, stairs, narrowed drive aisles, elevators and escalators. Public sidewalks are proposed to be widened where feasible, consistent with the Downtown Specific Plan. Staff is working with the applicant to make additional provisions to better link the mall with the proposed parking structure in the southeast quadrant of the site.

The project proposes to realign drive access at the northeastern frontage of the site on Washington Avenue to align with Murphy Avenue. This improves vehicular circulation by eliminating offset left turns on Washington Avenue to the Mall and Murphy Avenue and creating a four way intersection of Washington/Murphy/the Mall driveway. The increase in parking in this area and the intensification of development at the Mall is anticipated to increase pedestrian traffic between the Mall property and Murphy Avenue. Currently, two way stop control is proposed for the Mall driveway and Murphy Avenue. However, should significant pedestrian traffic materialize, a traffic signal may be warranted at the new intersection to improve pedestrian safety. Staff is recommending conditions of approval that will grant easements and provide conduit runs to accommodate a future traffic signal if warranted. Staff is also recommending that the developer deposit cash or provide a certificate of deposit to the City to cover 50% of the cost of a future traffic signal, based on the number of lanes of the intersection that serve the Mall. These funds will remain deposited for a period not to exceed five years, during which time the City will assess the need for a traffic signal. If after a five year period a traffic signal is not necessary, the funds will be refunded to the developer (Conditions of Approval M24).

The Town Center Mall is currently served by 3,341 parking spaces. They occur in the existing two-level parking structure (2,430 spaces), and surface parking distributed around the sides and lots facing Sunnyvale and Iowa Avenues (911 spaces). The proposal increases the parking spaces to a total of 4,100 spaces (a net increase of 759 spaces). Staff finds that the parking of the current mall is generous and even if the mall were highly successful only 2,843 spaces would be required. In essence an excess 500 spaces are currently being provided.

The proposal removes the central portion of the existing two-level parking structures to accommodate the theaters and additional retail/restaurant space. The remaining portions of the existing structures will be restriped to allow for efficiency and removal of compact spaces. The two existing parking structures, Parking Structure A on Washington Avenue side and Parking Structure B on Iowa Avenue side will accommodate 833 and 759 spaces, respectively (total of 1,592 spaces). The new five-level Parking Structure C and four-level Parking Structure D contain 1,314 and 974 parking spaces, respectively.

Based on the Downtown Specific Plan, the proposed project would require 4,996 parking spaces (1 space/250 square feet for retail use and 1 space/3 seats for theater). Staff conducted research for mixed use projects containing retail and theaters and conservatively estimates a ten percent parking discount for mixed use thereby reducing the total number of required parking spaces to 4,496 spaces. The project is thus short by 396 spaces. To further clarify parking needs, a parking demand study to provide an estimate of needed parking for the proposed uses was conducted. (Note: Calculation of parking required per Downtown Specific Plan in the EIR overestimated the retail square footage by 12,124 feet.)

The parking demand study, which is incorporated in the EIR, considered the worst case scenario: i.e. the holiday season between Thanksgiving and January 1^st, to estimate the parking demand for the proposed project. Movie theaters reach their peak parking demand during the summer, with another peak during the holiday season; peak demands occur during Friday and Saturday evenings. The parking analysis was conducted taking into consideration these different parking characteristics and interaction between the uses.

Both the shopping center and the theaters are projected to reach their peak Friday demands during the evening, with a total demand of approximately 4,530 parked vehicles. On Saturdays, the combined peak demand is projected to occur in the mid-afternoon with a combined peak demand of about 4,550 parked vehicles. This amount results in a shortfall of approximately 450 spaces during peak weekend hours during the holidays (6-8 times a year). The EIR notes this shortfall and has identified it as a potentially significant impact. The applicant has indicated that they are in the process of finalizing agreement(s) for off-site parking in nearby industrial areas for mall employees. Staff has included Condition of Approval requiring a Parking Plan be developed to address parking demand during peak times.

The EIR also evaluated parking demands during non-holiday times of the year. The estimated demand for parking during this "average" condition is 3,750 parking spaces. The proposed supply of 4,100 spaces would be adequate.

Attachment 5 includes a comparative parking analysis of other somewhat similar projects in other communities. Staff notes that the size of the theaters as a percentage of the center is vital to interpret parking demand. The ratio of theater square footage to retail square footage is 8 percent. Mercardo theater to retail ratio in Santa Clara is 60 percent. The ratio has an impact on shared parking as parking provided for retail uses would also be relatively small. The lower the ratio the better the shared parking opportunities. Staff believes that the theaters in the proposed project allows for shared parking to utilize a large portion of retail use parking. This shared scenario addresses "average" times (i.e. Friday evening and Saturday noon).

Staff has concerns regarding the proposed amount of parking, and recommends that the Parking Plan, which will be addressed to provide additional parking, be activated during other times of the year if high parking demands are experienced (Condition No. M28).

Residents in the vicinity of the project have raised concerns about mall patrons using local streets to find parking during peak times. Staff concurs that there may be some temptation to use these neighborhood streets unless proper controls are in place. The City has the ability to implement permit parking. There are pros and cons to this approach. Staff recommends that a review of permit parking be conducted with the neighborhood any time neighbors or the Council find there is a parking impact.

The stall dimension of the proposed 4,100 spaces is 8’8" by 18 feet which is slightly smaller than the required 9 feet by 18 feet. The code also allows ten percent compact spaces at 7’6" by 15 feet. The proposal does not have any compact spaces. In light of car sizes and retail serving parking, staff recommends approval of the stall width deviation in-lieu of compact spaces. Staff is further recommending double striping the stalls. This technique facilitates more careful parking in the center of the space.

Air quality is measured regionally. Sunnyvale is within the nine-county Bay Area Air Basin. The Bay Area Air Quality Management District (BAAQMD) operates air quality monitoring sites throughout the Bay Area; none are located in Sunnyvale. The nearest monitoring site is located in Mountain View to measure ozone. The nearest multi-pollutant monitoring sites are in Redwood City, several miles to the north and in downtown San Jose, several miles south of Sunnyvale. The federal ambient air quality standards for most criteria pollutants are met in the South Bay. Concentrations of PM10 do, however, exceed state standards.

The EIR notes the following impacts.

Staff has include the above strategies in Conditions of Approval No. M31 and M31, some of which were already proposed as part of the project.

The EIR notes that these strategies would reduce this impact, but not to a less-than-significant level. The project and the cumulative effect on regional air quality would therefore represent a significant, unavoidable impact. A statement of overriding considerations on the air quality impact was adopted for the Downtown Specific Plan land uses. A detailed discussion is included in the accompanying Environmental Impact Report for the project. A finding of overriding considerations is included in the accompanying report on the EIR. Staff recommends adoption of this finding as part of the project approval.

Noise may be defined as unwanted sound. Noise is usually objectionable because it is disturbing or annoying. The EIR notes that project generated traffic would slightly increase the existing noise levels (average of 63-70 dBA) by 1-4 dBA, but not substantially, along project area roadways. The study however, notes the following noise related significant impacts.

Site Layout: The proposal can be divided into two primary areas; a western section along Mathilda/McKinely Avenues portion of the site; an eastern section along Washington/Sunnyvale/Iowa Avenues portion of the site, and the area on Sunnyvale/Iowa Avenues (See Attachment 6, page 2 and 3)

Western Section: The proposed site layout includes removal of the central portion of the existing two-level parking structure and introduces an "entertainment village". The Village includes retail and restaurant buildings, a pedestrian plaza and a 20-screen theater complex.

The pedestrian plaza in the "entertainment village" is approximately 60-110 feet wide and 560 feet long. The plaza has two components: an uncovered portion with trees, which is approximately 110 feet wide and 300 feet in length; and a covered portion with the theaters located above, which is approximately 60 feet wide and 260 feet in length. The theater structure is approximately 380 feet by 260 feet. The 120-foot tower is located in front of the theaters and is setback approximately 280 feet from Mathilda Avenue.

A majority of the proposed additional retail and restaurant space (approximately 143,000 square feet) occurs in the pedestrian plaza area. The buildings fronting Mathilda will have a setback of 15 feet with a widened sidewalk of 10 feet as required by the Downtown Specific Plan; the existing sidewalk is 5 feet wide. Access to the plaza occurs through walkways from the adjacent parking structures, and stairs, elevators and escalators from the second story of the building, which includes retail/restaurant and the theaters. The proposal does not allow through access to vehicles along Town Center Lane except for emergency vehicles. This layout extends the pedestrian plaza to the present entrance to the mall. This change also provides for a drop-off location along an improved Town Center Lane with a widened sidewalk.

Eastern Section: This portion of the site includes additional retail/restaurant buildings and two new parking structures. The 39,000 square feet of additional retail will occur along Washington Avenue and a realigned driveway which connects to and visually extends Murphy Avenue. One of the two new parking structures is located behind the new retail stores facing Washington Avenue. An enhanced entrance and an entry plaza located between the new two-story retail building and J C Penny’s will provide access to the mall and the theaters within. This entrance area also provides a drop-off location, which can accommodate 7-8 cars. The retail stores are setback approximately 13 – 21 feet from Washington Avenue (no setback is required by Downtown Specific Plan) and 15 feet from Sunnyvale Avenue (meets the 15 foot setback required by Downtown Specific Plan).

Another component of the proposal includes additional retail and restaurant buildings near the Washington/Murphy Avenue portion of the site. The proposal also includes construction of two new parking structures at the corner of Washington/Sunnyvale Avenues and Iowa/Sunnyvale Avenues. See Attachment 6- Pages 2 and 3, Lower and Upper level Site Plan for a visual presentation of the proposal.

The five-level parking structure C is behind the retail stores along Washington Avenue and is setback 10 feet from Sunnyvale Avenue. The realigned driveway is 36 feet wide and is wider than Murphy Avenue travel way which is 24 feet wide (public right-of-way is 70 feet; but street is narrower with wider sidewalks). Entrance to the parking structure is along the realigned driveway, which can also be accessed from the existing driveway on Sunnyvale Avenue across from McKinley Avenue.

The second new parking structure, which is four levels, is located at the corner of Iowa and Sunnyvale Avenues. The structure is setback 58 feet from both Sunnyvale and Iowa Avenues, and exceeds the minimum of 15 feet required by Downtown Specific Plan. Access to this structure is from the existing driveway from Iowa Avenue and a relocated driveway off Sunnyvale Avenue. On-site circulation was discussed previously in the Traffic section of this report.

Architecture: The proposal includes various styles of architecture that respond to the contextual setting of the project. Staff believes that the architectural style should be such that it seems that the downtown, with a timeless style of architecture, is extending into the existing mall rather than the mall extending outwards. The proposal includes a character sketch of the architecture of the retail buildings along Mathilda Avenue frontage and Washington Avenue frontage and the new parking structures (Attachment 6 – Pages 13-17). This application does not include detailed elevations for every building proposed. The character sketch provides adequate information to formulate design guidelines which will be utilized by staff to review building elevations when formulated by the applicant as the project proceeds. Following are the Design Guidelines for the two retail areas and the parking structures.

• Buildings to have historic, pedestrian oriented character similar to that found on Murphy Avenue
• Highly articulated facades
• Use of traditional materials (brick, ceramic tile, wood and plaster moldings)
• Entryways recessed from storefronts to achieve character of traditional downtowns
• Use of canopies and awnings
• Parapets with varied details and height.
• Appropriate signage to complement historic character
• 50 and 100 feet wide storefronts.

Building architecture will blend contemporary and traditional architectural style. The styles will provide for a pedestrian oriented downtown character scaled for the busier streetfront and complementing the office corridor of Mathilda Avenue.

• Articulated facades with a variety of high quality building materials and finishes (eg. Tile, granite, brick, metal, glass, stucco and plaster).
• Storefront design to generate pedestrian interest with storefront windows, hardscape (benches, paving, etc.) and landscaping elements
• Introduction of varying roof elements to provide interesting roof forms
• Corner buildings to have focal point entry features
• Modulation in wall surface through recesses and projections to break the mass of the building.
• Large expanses of unadorned wall to be avoided.
• Distinctive architecture for each building to sustain variety of building forms and materials common of downtown.

Buildings to complement adjacent retail buildings in form, mass, and detail.

• Materials, colors, and details related to retail buildings
• Provide visual interest at pedestrian level through varied materials,
• Enhance building form through use of lighting and planting elements
• Articulate vehicle entries
• Break up building mass through use of stair and elevator towers
• Avoid extensive open wall areas and monotony.
• Use planter boxes and trellis elements for incorporation of landscaping at various building levels

The parking structures proposed are five and four levels. As described previously, both the structures are one and one-half levels below grade as measured from the street level. Thus Parking Structure C would be three and half levels and Parking Structure D would be two and one-half levels high as measured from street level. The top level of Parking Structure C has a pedestrian bridge to the second story of the mall. Staff notes that the parking structure heights as measured from street level are reduced from the initial height reviewed in the EIR.

The architectural style of the parking structures has additional detail similar to those found in the retail buildings. Lattice structures are located on the top level of the structure. Staff has added a Condition of Approval requiring additional architectural details to be added for pedestrian level interest.

The proposed theater building with 20 screens is 82,000 square feet, with approximately 380 feet across facing Mathilda Avenue and 260 feet in depth. The north and south edges of the theater structure are approximately 65 feet high with the middle portion, which provides a backdrop to the tower, 75 feet in height. The theater building has frontage along Mathilda, Iowa and Washington Avenues. The tower is proposed to be 120 feet high.

The building facades of the theater has a series of sections at varying heights and planes with vertical fluted pillasters, glazing and cast stone medallions. The roofline includes a cornice element. The proposal includes uses of various materials and forms that would assist in articulation of this structure. Staff has included Condition of Approval ## requiring further articulation for the structure from all sides.

The theater shall have similar architectural treatment on all four sides, which will be visible from the adjacent streets. Following are the Design Guidelines for the theater building:

• Break up mass of building through introduction of varying planes and heights
• Large expanses of unadorned wall to be avoided
• Articulated facades with variety of high quality building materials and finishes.
• All four elevations of the building to have similar architectural treatment.
• Roofline to include detail elements such as cornice and at varying height

The tower is proposed to provide a landmark and an entrance feature to the mall. This tower was initially proposed to be higher (147.5 feet) as referenced in the EIR. The EIR noted that the tower would need to be reduced to a maximum height of 136.5 feet due its location in the Moffett Federal Air Field’s "instrument approach area". Staff has included the maximum height allowed in Condition of Approval No. M1. The height of existing mall is approximately 52 feet. The proposed 120-foot tower exceeds the maximum height of 75 feet allowed in Blocks 18 and 18b and 30 feet in Block 18a by the Downtown Specific Plan. The zoning code notes that spires, cupolas, and similar features may exceed the maximum building height by 25 feet.

The EIR also suggest the height of the tower could present a visual impact. As a reference, the antenna pole adjacent to the Public Safety building is 160 feet high. Attachment 4, shows a comparison of the cinema tower to the Public Safety antenna pole. Staff believes that the proposed tower is tall, but would not have the same visual impact of a 120-foot tall building as a building has greater mass and bulk. The proposed tower has a 15-foot tall pole above the 105-foot high structure.

The 120-foot tower will be no taller than what is allowed for height of buildings in the adjacent downtown district. Block 1 of the Downtown Specific Plan, also known, as the North of Washington District, is located directly north of the proposed project. The Downtown Specific Plan allows the height of buildings in the North of Washington District up to nine-stories or 125 feet.

Staff believes that the tower as a landmark element is vital to the project goal of enhanced visibility along Mathilda Avenue. The revised tower structure (to 120') in this downtown setting acts as an architectural focal point, which will orient and draw the eye of both auto drivers and pedestrians coming from north and south bound Mathilda Avenue. The Downtown Specific Plan indicates that landmarks and focal points are encouraged throughout the downtown. Focal points and landmark features in different districts within downtown identify activity nodes that will draw patrons from one district to the next. The tower will act as the identifying element for the center.

The EIR notes the following significant impacts and mitigation measures to reduce visual impacts to less-than-significant levels.

Except for those noted otherwise, staff has included the above mitigation measures in the Conditions of Approval.

Hardscape and Landscape: Twelve percent of site is currently landscaped. The proposal increases it to 17 percent, which includes hardscaping and landscaping. The landscape architectural design concentrates on three principal areas as well as overall enhancement of the existing landscaped areas. The three principal areas are: The "entertainment village" along Mathilda Avenue, Town Center Lane which serves as the pedestrian north-south link from the remaining west side two-level parking structures, and the area near Washington Avenue connecting to Murphy Avenue (See Attachment 6 – page 33-35)

Entertainment Village - The pedestrian plaza in the "entertainment village" visible from Mathilda Avenue, is designed to provide an entry feature currently lacking on the site. Distinctive features such as icons and a raised plane of perennial color are scaled to be visible from fast moving vehicles on Mathilda Avenue. The height will be limited to 3ft to allow visibility into the "village" area (Attachment 6 – page 34). The perennial bed and a water feature are designed to allow vistas in, while buffering pedestrian gathering spaces from Mathilda Avenue. The court area is punctuated by the fountain as a focal point and is visible from Mathilda Avenue and from the mall. This area is proposed to be planted with palm trees that will relate to the mature landscaping along Mathilda Avenue and also makes reference to the historic use of palms in the settlement of Santa Clara Valley. A large central open space (approximately 33,000 square feet, i.e. 2/3 acre) could accommodate holiday and special events. A second north-south pedestrian axis from the parking garages has a central fountain feature and decorative paving medallions at the pedestrian entrances.

The special paving with curvilinear forms contrasting with the banded pattern is intended to provide movement and at the same time tie the project with other parts of the mall such as the paving found along Town Center Lane and in the area connecting to Murphy Avenue. The area underneath the theaters will have water features and appropriate lighting to create comfortable quasi open space conducive to outdoor seating.

Town Center Lane – This lane will serve as the north-south pedestrian link connecting CalTrain to the north to the Iowa Avenue neighborhoods to the south. The paving pattern proposed for downtown will continue into the site up to the intersection of the plaza and Town Center Lane. Landmark icons similar to those in the entertainment village will also be located in this area. There will be a redefinition of the tree line creating a pedestrian friendly character. The area west of Montgomery Wards will have a widened ten-foot sidewalk and a passenger drop-off lane. Such areas will have appropriate street furniture to serve the patrons and at the same time limit undesired gathering opportunities. Reoccuring pedestrian paving medallions will demark the mall entrances. This paving allows the use of the Town Center Lane for emergency vehicles. Bicycle parking is also provided under the stairs in the pedestrian plaza and convenient to the mall’s main entrance.

Connection to Murphy Avenue – This area includes the following modifications:

• Moving the existing driveway east to align with Murphy Avenue and completing the existing crosswalk.
• Introducing appropriately scaled street and pedestrian corner landmarks;
• Continue thematic streetscape elements (paving, trees, lighting, benches trash urns) from Murphy Avenue into the project.

The goal in this area is to extend the existing downtown village fabric into the mall. The existing Murphy Avenue streetscape will be continued south, terminating at a pedestrian plaza, which leads into the one of the main mall entrances.

Existing peripheral landscaping including trees are to be saved and maintained. Staff has included a Condition of Approval (No. G9) to ensure adequate and appropriate landscaping is provided.

The EIR notes the following potential Impact and Mitigation Measures. Staff has included a Condition addressing the Mitigation Measure.

Cultural Resources:

The existing mall has redwood trees located in the interior courtyard which are Heritage Trees. The proposal does not include removal of these tress or any changes in this area. No known archaelogical resource is located on site. The EIR notes the following:

Art in Private Development: Sites over two acres are required to provide art in private development. The approval of a specific installation is subject to Arts Commission approval (See Condition No. G7). Staff recommends requiring at least four pieces of art visible from the adjoining streets of Mathilda, Washington, Sunnyvale and Iowa Avenues. The applicant has noted two locations for installation of art; one in the pedestrian plaza in the "entertainment village", and the other at the entrance plaza on the connection to Murphy Avenue area. Staff recommends staff review of the other two locations.

The existing sculpture at the south end of Murphy Avenue will be relocated, Condition of Approval G8 is that at developer’s expense the art work shall be relocated to a site approved by the Arts Commission.

Downtown Specific Plan - Urban Design Goals and Policies: The following Downtown Specific Plan Design Goals and Policies were considered in the analysis of the Urban Design Component of the Project:

In addition, the Downtown Specific Plan notes the following:

Easements/Undergrounding: As noted in the Tentative Map all necessary easements, undergrouding of existing and proposed utility line, service drops will be completed by the applicant as required by Public Works Department.

The applicant had indicated that the theaters, retail stores and parking structure on Washington/Sunnyvale Avenues will be completed in November 1999, and the parking structure on Iowa/Sunnyvale Avenues will be completed in July 2000. Staff believes that the proposed schedule is ambitious. Staff has included Condition of Approval (No.G19) requiring a detailed construction plan to include a minimum number of parking spaces at one time.

The applicants have indicated their intent to upgrade the existing parking structure. In addition to seismic upgrades the applicant will:

• Paint the structure
• Install new lighting and signage
• Improve circulation and parking space striping

• Add landscaping and other features to soften the harsh environment on the top deck.

Staff recommends that these items to completed prior to opening of the theaters (Condition No. G31).

In addition, the applicant has discussed a future phase of mall enhancements that include remodeling on the interior of the mall and possible changes to the existing mall façade. Those plans are not part of the current project. Enhancement of the physical environment will facilitate with the attraction of higher-end tenants to fill in vacant spaces and to replace some of the more temporary tenants currently in the mall. No time schedule has been presented for this phase of the development. Staff understands that it is important to phase the improvements so that the entire mall is not undergoing construction and renovation at one time; therefore it is not practical to require those upgrades as a part of this project. Staff recommends that the City encourage commencement of these upgrades soon after the completion of this project.

Any renovations or upgrades by the three anchor tenants are also independent of the current project. Informal conversations with these anchors indicate some desire to upgrade their stores. Staff will work with the anchor stores to identify possible exterior improvements consistent with the Downtown Specific Plan.

The Mathilda/Evelyn Avenue proposal, to the north of the mall, includes up to 450,000 square feet of office use, with 5 and 6-story buildings. In addition, a 4-story, 150 room first-class boutique hotel of approximately 120,000 square feet is being proposed. The proposal also includes a 1.5-acre public plaza, with underground parking to replace existing parking. Each of the proposed buildings will include underground parking.

There are plans for upgrades to the current Sunnyvale train station and bus stop areas. The proposed Multimodal Transit Station Project includes a new 400-car parking structure, a new station building, improved bus and shuttle drop-off facilities, expanded kiss-n-ride areas, enhanced pedestrian/bicycle access, urban design elements to link station with other districts in downtown, and upgraded track and signaling.

Murphy Avenue, to the north of the mall, is experiencing a surge in new restaurants and shops. Also, the residential neighborhoods within downtown are experiencing a surge in homeowner upgrades, and new infill development.

A draft Master Plan for the North of Washington District was recently completed, which identified ways to link the various districts of downtown through the use of urban design elements, through the use of obvious pedestrian links from one district to the next, including signage, paving, lighting, and street furniture. When downtown parcels redevelop, the urban design elements will help unify the various districts of downtown.

Staff Comments: The proposal, as conditioned, meets with the architectural and urban design concepts of the Downtown Specific Plan. Based on the above analysis, staff believes that the proposed use, taken as a whole and with the recommended Conditions of Approval, minimizes adverse impacts on the surrounding community and would prove to be beneficial to the downtown and the community at large. The proposal will upgrade the mall to meet retail needs of Sunnyvale residents. The proposal will also provide a community destination for retail, dining, and entertainment catering to all ages and groups of people.

1999-0103 - TENTATIVE MAP

General: This application is to create eight parcels where ten currently exist. The Tentative Map shows the location of the new parcel and is located in Attachment 6- pages 36 and 37). The parcels currently accommodating the Macy’s and Montgomery Wards department stores will remain in their current configuration

The existing parking lot on the southwest corner of Washington and Sunnyvale Avenues will be a new separate parcel in order to accommodate the proposed 5-level parking structure. Similarly the existing parking lot located at the northwest corner of Iowa and Sunnyvale Avenue is also proposed as a separate parcel to accommodate the proposed 4-level parking structure.

The two ends of the existing two-story parking structure located along Mathilda Avenue will be separate and distinct parcels. The two remaining portions of the parking structure will be located on these parcels.

The parcel that currently houses the Town Center Mall, surface parking and landscaped edges of the parking structure will be modified. The parcel will be expanded out to Mathilda Avenue in the vicinity of McKinley Avenue, merged with three other parcels currently located along Mathilda Avenue, and the surface lots on the east will be eliminated.

Access: All but one of the parcels will have frontage from a public street. The one lot will have access through a public ingress and egress easement. The parcels 2, 5 and 6 will remain in their current configurations with access from Sunnyvale, Iowa and Washington Avenues, respectively. The new parcels 1 and 3 will have access from Sunnyvale Avenue, parcel 4 has access from Mathilda Avenue, new parcel 7 will have access from Barson Terrace, and parcel 8 is accessible from Iowa Avenue.

Easements: Additional Public Utility Easements will be granted along various portions of Washington, Sunnyvale, and Iowa Avenues. These easements will be for the repair, maintenance, and support of public service utilities (water, electricity, etc.).

Dedications: The Downtown Specific Plan requires dedication of land for street improvements. The following table is a summary of the land to be dedicated along the four peripheries of the project.

All the above dedications are noted in Tentative Map Condition of Approval A6.

Staff Comments: The proposed Tentative Map as conditioned will provide necessary parcel configuration for the project and also provides additional dedication of land for future improvement and related street widening. Staff recommends approval of the proposed Tentative Map with Conditions of Approval.

The proposal includes additional retail, restaurant, and entertainment space. These uses are consistent with the Regional Retail use as noted for Block 18 of the Downtown Specific Plan. The proposal includes a 120-foot tall tower which exceeds the maximum of 75 feet allowed by the Downtown Specific Plan.

The proposal does not meet the minimum parking required by Downtown Specific Plan. Staff has included a condition requiring that a detailed and binding Parking Plan be developed to provide additional off-site parking spaces to offset parking demand if/when found necessary.

The proposed stall width of parking spaces is 8 feet 8 inches wide and 18 feet long where a minimum width of 9 feet is required. Staff recommends approval of this deviation as it eliminates 10% for retail allowed compact spaces which are 7 feet 6 inches wide and 15 feet long.

The following goals and policies were considered to determine conformance with the General Plan.