Citizens Coalition Los Angeles v. City of Los Angeles

Filed 8/23/18
CERTIFIED FOR PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION TWO

CITIZENS COALITION LOS B283480
ANGELES et al.,
(Los Angeles County
Plaintiffs and Respondents, Super. Ct. Nos. BS162678,
BS162710)
v.

CITY OF LOS ANGELES et al.,

Defendants and Appellants;

TARGET CORPORATION,

Real Party in Interest and
Appellant.

APPEAL from a judgment of the Superior Court of Los
Angeles County. Richard L. Fruin, Jr., Judge. Reversed.

Michael N. Feur, Los Angeles City Attorney, Kenneth Tom
Fong and Kimberly Ai-Hua Huangfu, Deputy City Attorneys;
Burke, Williams & Sorensen, Anna Corinne Shimko, Amy E.
Hoyt, and Juliet H. Cho for Defendants and Appellants City of
Los Angeles and Los Angeles City Council.
 Morrison & Foerster, Miriam A. Vogel; Shoreline Law
Corporation, Andrew S. Pauly and Damon A. Thayer for Real
Party in Interest and Appellant Target Corporation.

The Law Offices of David Lawrence Bell and David
Lawrence Bell for Plaintiff and Respondent Citizens Coalition
Los Angeles.

The Silverstein Law Firm and Robert P. Silverstein for
Plaintiff and Respondent La Mirada Avenue Neighborhood
Association of Hollywood.

******
A city council passed an ordinance that (1) amended its
neighborhood-based “specific plan” to create a new subzone for
large commercial development, and (2) placed a half-built Super
Target retail store into that new subzone. Two citizens groups
attacked the city’s ordinance, and the trial court ruled that the
city violated the California Environmental Quality Act (CEQA)
(Pub. Resources Code, § 21000 et seq.)1 because the city treated
the creation of the new subzone as a follow-on to its prior, initial
approval of the Target store rather than as a entirely new
“project” under CEQA.
This appeal presents two questions. First, when a public
agency has previously approved an environmental impact report
for a specific development and subsequently amends its specific
plan to authorize that development, how is that subsequent
amendment to be analyzed under CEQA—as an entirely new
“project” (subject to CEQA’s three-tiered approach), or instead as
a project for which an environmental impact report has already

1 All further statutory references are to the Public Resources
Code unless otherwise indicated.

2
been prepared under section 21166? Second, does the ordinance
in this case constitute impermissible “spot zoning” because it
places the Super Target store in an “island” of ostensibly less
restrictive zoning?
We hold that the city’s ordinance should be examined under
section 21166, and conclude that the city complied with CEQA in
proceeding by way of an addendum to the prior environmental
impact report because substantial evidence supports the city’s
finding that the specific plan amendment would not have any
reasonably foreseeable environmental consequences beyond the
construction of the Super Target store. We also hold that the
ordinance constituted “spot zoning,” but that it was permissible
because the city did not abuse its discretion in finding that its
amendment to the specific plan was in the public interest and
compatible with the general plans of which it was a part.
Accordingly, we reverse the trial court.
FACTS AND PROCEDURAL BACKGROUND
I. Facts
A. The Planned Target Superstore
After initially proposing a smaller store, Real Party in
Interest Target Corporation (Target) eventually applied to
Defendant City Council of the City of Los Angeles (the City or
City Council) to build a Super Target retail store (the
Superstore). Target sought to build a nearly 75-foot tall, three-
story structure: the third (and top) floor would house the 163,862
square-foot Superstore; the second floor would be a parking lot;
and the ground floor would be home to several smaller retail
stores, a pedestrian plaza, and a transit kiosk.
The Superstore was to be located at the intersection of
Sunset Boulevard and Western Avenue in Hollywood, California.

3
That location is within two so-called “general plans” (the General
Plan of the City of Los Angeles and the Hollywood Community
Plan) and one “specific plan” (the Vermont/Western Transit
Oriented District Specific Plan), the latter of which is also known
as a Station Neighborhood Area Plan (or SNAP). At the time the
Superstore was first proposed, the SNAP had five subzones
(designated as Subareas A through E), and the Superstore was
located in Subarea C.
B. Initial Analysis and Approvals
The City Council commissioned and prepared an
environmental impact report for the Superstore.
Because the proposed Superstore exceeded the height and
parking space limitations of Subarea C, among other
requirements, the City Council granted eight variances (called
“exceptions”) from the SNAP pursuant to Los Angeles Municipal
Code section 11.5.7.F.2. Taken together, these variances largely
authorized the Superstore to be built as proposed.
The City Council also approved the environmental impact
report. Target began construction of the Superstore.
C. Target I Litigation
Plaintiffs La Mirada Avenue Neighborhood Association of
Hollywood (La Mirada) and Citizens Coalition Los Angeles
(Citizens Coalition) (collectively, plaintiffs), both of which are
“community association[s]” that “advocate for residential quality
of life issues,” filed separate petitions for a writ of mandate
against the City (and naming Target as the real party in
interest). As pertinent to this appeal, plaintiffs alleged that
(1) the City’s environmental impact report was deficient, thereby
violating CEQA, and (2) the City Council’s grant of variances

4
were not supported by substantial evidence, thereby violating the
Los Angeles Municipal Code.2
The trial court partially denied and partially granted
plaintiffs’ writ petitions. The court ruled that the environmental
impact report was sufficient, but that six of the eight variances
were not supported by substantial evidence.3 The court ordered
all construction to cease.
Target appealed, and La Mirada cross-appealed.
D. Amendment of the SNAP
While the appeals of the trial court’s judgment were
pending, the City Council enacted Los Angeles Ordinance No.
184,414 (the Ordinance or SNAP Amendment).
The Ordinance changed the law in two ways relevant to
this appeal.
First, section 12 of the Ordinance created a new Subarea F
within the SNAP. Subarea F, denominated as a “Large Scale
Commercial Node,” was to be applied only to areas within the
SNAP encompassing “[(1)] commercial uses of over 100,000
square feet” [(2)] on existing sites of over 3.5 acres in size [(3)]
within a quarter-mile of a transit station, and [(4)] within a
quarter-mile of freeway on and off ramps.” Developments within

2 Plaintiffs also alleged that the City Council violated the
laws on open meetings and denied them a fair hearing. Plaintiffs
voluntarily dismissed the open meeting claim, and the trial court
rejected the fair hearing claim.

3 The trial court also awarded attorney’s fees pursuant to
Code of Civil Procedure section 1021.5. We subsequently
affirmed that award. (La Mirada Avenue Neighborhood Assn. of
Hollywood v. City of Los Angeles (2018) 22 Cal.App.5th 1149 (La
Mirada II).)

5
Subarea F could reach up to 75 feet in height and need only
“substantially conform” with the SNAP’s building facade
requirements. But any such development would also be required
to dedicate “at least 80%” of its ground-floor street frontage to
retail uses, community facilities, and “other similar active uses”;
include pedestrian throughways along that frontage; include a
pedestrian plaza of at least 10 percent of the “floor area,” which
must feature a transit kiosk, seating for the public, and an
Integrated Mobility Hub; and build out at least 20 percent of its
parking for electric vehicles.
Second, the Ordinance designated one location within the
SNAP’s area as Subarea F—namely, the location where the
Superstore was being built.4
Although two other locations within the SNAP’s boundaries
were 3.5 acres in size and within a quarter-mile of transit
stations and freeway access (three of the four eligibility
requirements for Subarea F), the City has received no
applications and has had no discussions regarding anyone
seeking to construct a commercial project of 100,000 square feet
or more at those locations. If such a project were ever proposed,
the City acknowledged that the City Council would need to pass
another Ordinance that redefined Subarea F to include the
geographic location to be developed.
E. Dismissal of Appeal
In light of the Ordinance, a different Division of this Court
dismissed the pending appeals as moot, but left the trial court’s

4 La Mirada suggests in a footnote that the Superstore does
not meet all of Subarea F’s proximity-to-transit requirements,
but has forfeited this argument by raising it for the first time on
appeal in a passing reference in a footnote.

6
final judgment intact. (La Mirada Avenue Neighborhood Assn. of
Hollywood v. City of Los Angeles (2016) 2 Cal.App.5th 586, 589-
592 (La Mirada I).)
F. Addendum to the Prior Environmental Impact
Report
The City prepared an “Addendum to the Certified
[Environmental Impact Report] for the Target at Sunset and
Western Project” (the Addendum). The Addendum defined the
“Revised Project” as (1) the amendment of the SNAP (as well as
amendments of the Hollywood Community Plan and the
Transportation Element of the City’s General Plan), and (2) “all
construction activities needed to complete the existing structure
and the operation of” the Superstore.
The Addendum examined “whether the impacts of the
Revised Project are the same, higher or lower than the Original
Project” (which dealt solely with the construction of the
Superstore). To provide the most up-to-date information, the
City conducted updated analyses of air quality, greenhouse gases,
noise, and traffic. The City then examined the full range of
relevant environmental factors.
The City concluded that the Revised Project would “not
require major revisions of the” previously certified environmental
impact report because the SNAP Amendment did not involve any
“new significant environmental effects or a substantial increase
in the severity of previously identified significant effects.”
Because “none of [the] conditions . . . requiring preparation of a
subsequent [environmental impact report]” under section 21166
were “present,” the City proceeded by way of Addendum.
The City Council approved the Addendum.

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II. Procedural Background
Plaintiffs filed two further petitions for a writ of mandate.
In the operative petitions, plaintiffs alleged that the City:
(1) violated CEQA by relying on the Addendum rather than
authoring a “subsequent, supplement, or new [environmental
impact report] for the new project that included a proposed
amendment of the SNAP”; and (2) committed impermissible “spot
zoning” by making the less onerous zoning requirements
embodied in Subarea F applicable only to the Superstore.5
Following exhaustive briefing and oral argument, the trial
court granted the writ petition on the ground that the City
violated CEQA. Because, in the court’s view, the Ordinance
amended the SNAP, it was an “independent project” from the
Superstore, making it inappropriate to rely on an addendum that
evaluated the environmental impact of only the Superstore.
Thus, the City was obligated to conduct a wholly independent
CEQA analysis. Further, because the Ordinance’s creation of
Subarea F “allows and encourages the development of large scale
retail projects,” the court found that the Ordinance made it
“reasonably foreseeable that multiple retail projects will apply for
Subarea F Status” on the two other parcels that currently meet
Subarea F’s size and proximity-to-transit requirements. Thus,
the court concluded, the City was obligated under CEQA to
conduct an “initial study” to assess whether a fully separate
environmental impact report should be prepared. The court
declined to proceed under the CEQA provision that applies

5 Plaintiffs also alleged that the Ordinance and its approval
of the Addendum violated the Los Angeles Municipal Code in a
number of ways, but the trial court rejected these claims and
plaintiffs have not cross-appealed.

8
“[w]hen an environmental impact report has [already] been
prepared for a project” (under section 21166) because, in its view,
that provision does not apply when there is a “[s]ubstantial
change[] . . . with respect to the circumstances under which the
project is being undertaken” (§ 21166, subd. (b)); as the court saw
it, the Ordinance “changed” “the ‘entitlements vehicle’ for . . . its
approval” of the Superstore, and thus constituted a “changed
circumstance.”
The court declined to reach the spot zoning issue.
After the trial court entered judgment, the City and Target
filed timely notices of appeal.
DISCUSSION
On appeal, the parties raise two issues: (1) Did the City’s
reliance on the Addendum violate CEQA, and (2) Did the City
engage in impermissible “spot zoning”?6 In evaluating both of
these questions, our task is to evaluate what the agency—here,
the City Council—did. (§ 21168.5 [as to CEQA]; Foothill
Communities Coalition v. County of Orange (2014) 222
Cal.App.4th 1302, 1307 (Foothill Communities) [as to spot
zoning].) We owe no deference to the trial court. (Communities
for a Better Environment v. City of Richmond (2010) 184
Cal.App.4th 70, 80 (City of Richmond) [“In reviewing compliance
with CEQA, we review the agency’s action, not the trial court’s
decision”]; see Foothill Communities, at p. 1307 [same, as to spot
zoning].)

6 Although the trial court did not reach the spot zoning issue,
the parties have fully briefed the issue, and we address it in the
interest of providing a final resolution to this long-pending
matter.

9
I. Is There a CEQA Violation?
Answering the CEQA question presented by this case is
challenging because, in the words of the poet Henry Wadsworth
Longfellow, the parties’ arguments are “[s]hips that pass in the
night.” Plaintiffs argue that the Ordinance amended the SNAP
to create a “free-floating” subzone that is attractive to large
commercial development; that the Ordinance is therefore a
“project” separate and distinct from the construction of the
Target Superstore; and that the City is therefore required by
CEQA to start from the beginning by conducting an “initial
study” of the SNAP Amendment’s effects and, if warranted, an
entirely separate environmental impact report. The City and
Target, on the other hand, argue that the Ordinance both created
a new Subarea F and placed the Superstore into that subarea;
that there is already a final environmental impact report for the
Superstore; and that the City was required by CEQA only to
examine whether, under section 21166, the SNAP Amendment
will “require major revisions in the environmental impact report”
and to prepare a supplemental report only if major revisions were
necessary. As our summaries suggest, the parties’ contrasting
positions even disagree on what the Ordinance does.
Accordingly, we approach the CEQA question by asking
three questions: (1) what does the Ordinance do?; (2) which
provisions of CEQA apply to the Ordinance—the provisions
governing “projects” for which there is no prior CEQA analysis or
the provision (namely, section 21166) that applies when there has
already been a prior CEQA analysis?; and (3) did the City Council
comply with the applicable provision(s)?

10
 A. What does the Ordinance do?
In evaluating the meaning of the Ordinance, like any other
statute, we look first to the enactment’s plain language. (Amaral
v. Cintas Corp. No. 2 (2008) 163 Cal.App.4th 1157, 1183 [“‘We
interpret ordinances by the same rules applicable to statutes’”];
KB Home Greater Los Angeles, Inc. v Superior Court (2014)
223 Cal.App.4th 1471, 1476 [“Statutory analysis begins with the
plain language of [a] statute, and if that language is
unambiguous, the inquiry ends there” as well].) By its
unambiguous language, the Ordinance does two things: (1) it
creates Subarea F, a new subzone within the SNAP for large
commercial development, and (2) it moves the parcel of land
where the Superstore is being erected from Subarea C into
Subarea F.
Target contends that the Ordinance applies solely to
Target’s Superstore. Target is right insofar as the City Council
only placed the Superstore’s parcel into Subarea F, but it is
wrong insofar as the Ordinance also more generally spells out the
requirements (in terms of parcel size, development size, and
proximity-to-transit) that must be met before any parcel can be
redesignated into in Subarea F. To the extent Target invites us
to disregard the Ordinance’s language enumerating these
eligibility requirements, it is an invitation we must decline.
(Vasquez v. State of California (2008) 45 Cal.4th 243, 253 [courts
may not “change [the] scope [of a statute] by reading into it
language it does not contain or by reading out of it language it
does”].)
Plaintiffs raise three arguments. First, they assert that the
Ordinance is a “free-floating” subzone that automatically puts all
parcels meeting Subarea F’s parcel size and proximity

11
requirements into that Subarea. This assertion is incorrect
because the Ordinance defines the Subarea’s application by
reference to an attached map (Ordinance, § 12.A), and the map
only designates the Superstore’s parcel. It is also incorrect
because a further requirement for placement into Subarea F is
the development’s square footage, and that requirement is
necessarily absent for the two otherwise eligible parcels that do
not presently contain 100,000 square feet of commercial space.
Second, plaintiffs assert that two maps prepared by Target while
it was lobbying for the Ordinance showed three parcels in
Subarea F. This assertion is true, but irrelevant because the City
Council ultimately used a map that included only one parcel—the
Superstore’s—in Subarea F. (See Crespin v. Kizer (1990)
226 Cal.App.3d 498, 514 [a legislative body’s “‘“rejection . . . of a
specific provision”’” is evidence that the ultimately enacted law
“‘“should not be construed to include the omitted provision”’”].)
Lastly, plaintiffs assert that reading the Ordinance only to apply
to Target as opposed to all three parcels would result in
“haphazard” development. This concern does not trump the
Ordinance’s plain language. And as discussed below in the
analysis of the spot zoning issue, the SNAP Amendment is
consistent with the SNAP’s policies and is a rational means by
which the City Council is permissibly taking one step at a time.
B. Under which provisions of CEQA should the
Ordinance be analyzed?
1. Background
a. CEQA, generally
CEQA is designed “‘to “[e]nsure that the long-term
protection of the environment shall be the guiding criterion in
public decisions.”’” (Friends of College of San Mateo Gardens v.
San Mateo County Community College Dist. (2016) 1 Cal.5th 937,

12
944 (San Mateo Gardens), quoting No Oil, Inc. v. City of Los
Angeles (1974) 13 Cal.3d 68, 74.) CEQA operates, not by
dictating pro-environmental outcomes, but rather by mandating
that “decision makers and the public” study the likely
environmental effects of contemplated government actions and
thus make fully informed decisions regarding those actions.
(Neighbors for Smart Rail v. Exposition Metro Line Construction
Authority (2013) 57 Cal.4th 439, 447; Cal. Code Regs., tit. 14,
§ 15002, subd. (a)(1) [a “basic purpose[] of CEQA [is]
to . . . [i]nform governmental decision makers and the public
about the potential, significant environmental effects of proposed
activities”].) In other words, CEQA does not care what decision is
made as long as it is an informed one.
b. How CEQA applies to projects for which
there is no prior CEQA review
When a state or local public agency is planning an activity
for which there has been no prior CEQA review, CEQA dictates a
“three-step process.” (California Building Industry Assn. v. Bay
Area Air Quality Management Dist. (2015) 62 Cal.4th 369, 382;
Cal. Code Regs., tit. 14, § 15002, subd. (k).)
In the first step, the agency is to conduct a preliminary
review to assess whether the contemplated action (1) qualifies as
a “project” falling within CEQA’s ambit and, if it does, (2)
whether the project nevertheless falls within one of CEQA’s
threshold exemptions. (California Building Industry Assn. v. Bay
Area Quality Management Dist. (2016) 2 Cal.App.5th 1067, 1080;
Cal. Code Regs., tit. 14, § 15060 [discussing preliminary review].)
An action qualifies as a “project” if it is “an activity which may
cause either a direct physical change in the environment, or a
reasonably foreseeable indirect physical change in the
environment,” and is undertaken by the public agency itself or by

13
private persons with the agency’s support or approval. (§ 21065;
Cal. Code Regs., tit. 14, § 15378, subd. (a).) As pertinent here, a
“project” includes “the adoption and amendment” of a city’s or
county’s general plan (which is its “comprehensive, long-term
general plan for the physical development of the county or city”)
and its specific plans (which are “plans for the systematic
implementation of the general plan for all or part of the area
covered by the general plan”). (Cal. Code Regs., tit. 14, § 15378,
subd. (a)(1); Gov. Code, §§ 65300 [defining “general plan”], 65450
[defining “specific plan].) A project may be exempt from CEQA if
it falls within any of the following types of threshold exemptions:
(1) those defined by our Legislature in CEQA itself (so-called
“statutory exemptions”) (§ 21080, subd. (b); Cal. Code Regs., tit.
14, §§ 15260-15282); (2) those our Legislature empowered the
Secretary of the Natural Resources Agency to recognize as
categorically exempt (so-called “categorical exemptions”)
(§ 21084, subd. (a); Cal. Code Regs., tit. 14, §§ 15300-15333); or
(3) the exemption for projects for which “it can be seen with
certainty that there is no possibility that the activity in question
may have a significant effect on the environment” (the so-called
“common sense exemption”) (Cal. Code Regs., tit. 14, § 15061,
subd. (b)(3)). If the action is not a project, CEQA requires no
further action; if the action is a project but is exempt, CEQA
requires the filing of a notice of exemption. (Cal. Code Regs., tit.
14, § 15062.)
In the second step, which is only reached for a nonexempt
project, the agency is to conduct a more in-depth “initial study” to
assess whether there is “substantial evidence supporting a fair
argument [that] the project may have significant adverse effects”
on the environment. (Communities for a Better Environment v.

14
South Coast Air Quality Management Dist. (2010) 48 Cal.4th 310,
319; Cal. Code Regs., tit. 14, § 15064, subd. (f)(1); § 21082.2, subd.
(a).) If the initial study reveals no such effect or an effect that
can be avoided entirely or mitigated into insignificance, the
agency may issue a negative declaration or a mitigated negative
declaration, respectively, that so indicates. (§ 21080, subd. (c);
Cal. Code Regs., tit. 14, §§ 15063, subd. (b)(2), 15070, 15071.)
In the third step, which is only reached if there is a fair
argument that the project may have significant adverse
environmental effects, the agency is to prepare a full-blown
environmental impact report. (§§ 21080, subd. (d), 21082.2, subd.
(d).)
The threshold question of “[w]hether a proposed activity is
a project” is either a “question of law” or a “predominantly legal
question”; either way, it is to be decided by the courts without
any deference to the agency’s determination. (San Mateo
Gardens, supra, 1 Cal.5th at p. 952 [calling it a “predominantly
legal question”]; Muzzy Ranch Co. v. Solano County Airport Land
Use Com. (2007) 41 Cal.4th 372, 381-382 [calling it “an issue of
law”].)
c. How CEQA applies to projects for which
there has been prior CEQA review
When a state or local public agency is considering a project
for which there has already been prior CEQA review—whether
that review has led to the preparation of an environmental
impact report or instead to the issuance of a negative declaration
(mitigated or not)—section 21166 provides that the agency is not
to prepare a “subsequent or supplemental environmental impact
report” or negative declaration unless: (1) “[s]ubstantial changes
are proposed in the project which will require major revisions of
the environmental impact report” or, if the prior review

15
precipitated a negative declaration, the preparation of an
environmental impact report; (2) “[s]ubstantial changes occur
with respect to the circumstances under which the project is
being undertaken which will require major revisions in the
environmental impact report” or, if the prior review precipitated
a negative declaration, the preparation of such an environmental
impact report; or (3) “[n]ew information, which was not known
and could not have been known at the time the environmental
impact report was certified as complete,” or the negative
declaration was issued, “becomes available.” (§ 21166 [applying
when prior CEQA review prompted an environmental impact
report]; San Mateo Gardens, supra, 1 Cal.5th at p. 949-950
[extending § 21166 to situations in which the prior CEQA review
resulted in a negative declaration].) Indeed, unless one of these
three exceptions applies, the agency may not prepare a new or
supplemental environmental impact report. The agency must
instead prepare an addendum to its prior CEQA analysis. (Cal.
Code Regs., tit. 14, § 15164; San Mateo Gardens, at pp. 946-947;
Melom v. City of Madera (2010) 183 Cal.App.4th 41, 48-49
(Melom); Citizens for a Megaplex-Free Alameda v. City of
Alameda (2007) 149 Cal.App.4th 91, 103 (Citizens for a Megaplex-
Free Alameda).)
Because the question “whether an initial environmental
document remains relevant despite changed plans or
circumstances—like the question whether an initial
environmental document requires major revisions due to changed
plans or circumstances—is a predominantly factual question,”
our Supreme Court has held that “[i]t is . . . a question for the
agency to answer in the first instance, drawing on its particular
expertise.” (San Mateo Gardens, supra, 1 Cal.5th at pp. 952-953.)

16
Judicial review is accordingly confined to assessing “whether the
agency’s determination is supported by substantial evidence.”
(Id. at pp. 943-944, 953; Latinos Unidos de Napa v. City of Napa
(2013) 221 Cal.App.4th 192, 204-205 (Latinos Unidos).) This
more deferential review standard means that courts give greater
deference to a public agency’s determination whether further
CEQA review is required than they do to whether, as noted
above, initial CEQA review is required. This differential
treatment “‘represents a shift in the applicable policy
considerations’”: Because, by this point in time, “‘in-depth review
has already occurred,’” “‘the interests of finality’” are weightier,
and “the statutory presumption flips in favor of the developer and
against further review.” (Melom, supra, 183 Cal.App.4th at pp.
48-49; Moss v. County of Humboldt (2008) 162 Cal.App.4th 1041,
1049-1050.) The question is no longer whether to conduct the
environmental review process in the first place, but rather
“‘whether circumstances have changed enough to justify
repeating a substantial portion of th[at] process.’” (Committee for
Green Foothills v. Santa Clara County Bd. of Supervisors (2010)
48 Cal.4th 32, 55.)
2. Analysis
It is undisputed that the City prepared an environmental
impact report regarding the Superstore. Because the activity at
issue in this case is not a change to the Superstore itself but
instead the Ordinance amending the SNAP (to create a new
subzone and to place the Superstore in that subzone), the
question arises: Is the amendment of the SNAP a project for
which there has been prior CEQA review (which would make
section 21166 applicable), or is it an entirely new project (which
would call for the initiation of CEQA’s three-step analysis)?

17
 As our Supreme Court recently held, the answer to this
question does not turn on “any abstract characterization of the
project as ‘new’ or ‘old.’” (San Mateo Gardens, supra, 1 Cal.5th at
p. 944.) Instead, it turns on “whether the previous
environmental document retains any relevance in light of the
proposed changes . . . .” (Ibid.)
A prior environmental document will in most cases remain
relevant when the prior CEQA analysis and the current CEQA
analysis pertain to related projects at the same level of
generality—that is, when both deal with a “specific development”
or both deal with a more generalized “program” (such as a
general plan or a specific plan). (San Mateo Gardens, supra,
1 Cal.5th at pp. 943-944 [prior and current actions deal with
community college district’s district-wide facilities improvement
plan]; Latinos Unidos, supra, 221 Cal.App.4th at pp. 196-197,
203-205 [same, as to city’s general plan]; Citizens for a Megaplex-
Free Alameda, supra, 149 Cal.App.4th at pp. 102-104 [prior and
current actions deal with development of theater complex]; Mani
Brothers Real Estate Group v. City of Los Angeles (2007) 153
Cal.App.4th 1385, 1392 (Mani Brothers) [same, as to residential
development]; Bowman v. City of Petaluma (1986) 185
Cal.App.3d 1065, 1070-1071 [same]; Santa Teresa Citizen Action
Group v. City of San Jose (2003) 114 Cal.App.4th 689, 704 [same,
as to water recycling development]; Fund for Environmental
Defense v. County of Orange (1988) 204 Cal.App.3d 1538, 1544
(Fund for Environmental Defense) [same, as to medical research
and laboratory complex development]; River Valley Preservation
Project v. Metropolitan Transit Development Bd. (1995)
37 Cal.App.4th 154, 166-167 [same, as to light rail development];
Benton v. Board of Supervisors (1991) 226 Cal.App.3d 1467, 1477-

18
1478 [same, as to winery development]; see generally Cal. Code
Regs., tit. 14, §§ 15161 [defining “specific development”
environmental impact report], 15168 [defining “program”
environmental impact report].)
But what if the related projects operate at different levels
of generality? What if, as here, the prior CEQA analysis
pertained to a specific development while the current project
deals with a more generalized program? Or vice versa? Does this
difference render section 21166 inapplicable?
We conclude that the answer is “no,” and do so for three
reasons. First, the primary consideration as to whether section
21166 applies is whether “the previous environmental document
retains any relevance in light of the proposed changes . . . .” (San
Mateo Gardens, supra, 1 Cal.5th at p. 944; cf. Sierra Club v.
County of Sonoma (1992) 6 Cal.App.4th 1307, 1320-1321 [new
development-level project would develop agricultural lands
exempted from development (and thus not studied) under the
prior, program-level environmental impact report; section 21166
inapplicable].) That consideration looks to the continued
relevance of the information provided by the prior CEQA
analysis, not the type of project for which it was generated.
Second, courts have more generally declined to “attach[] too much
significance” to the “‘“semantic label”’” a project bears. (See
Citizens for a Sustainable Treasure Island v. City and County of
San Francisco (2014) 227 Cal.App.4th 1036, 1048 [“the ‘fact that
this [environmental impact report] is labeled a “project” rather
than a “program” [report] matters little . . .’ for purposes of its
sufficiency as an informative document”]; Cal. Code Regs., tit. 14,
§ 15160 [granting agencies discretion how to classify
environmental impact reports—as between program- and

19
development-level].) Lastly, placing definitive weight on the
label would lead to an absurd result. If the City had enacted the
Ordinance first (and, consistent with CEQA, studied its
environmental effects, which would at a minimum have studied
the effects of building the Superstore), there is little doubt that
section 21166 would govern whether the City needed a further
report if there was a subsequent change to the Superstore project;
we see no reason why the result should be any different just
because the Superstore’s CEQA review came first. In both
scenarios, section 21166 applies because the prior CEQA analysis
“retains . . . relevance in light of the proposed changes . . . .” (San
Mateo Gardens, at p. 944.)
As discussed below, the dispute in this case centers on how
the City should have examined the environmental impact arising
from Subarea F’s potential to encourage further large commercial
developments. By definition, the environmental impact of the
Superstore as a large commercial development placed in Subarea
F is part of that analysis. As a result, the prior environmental
impact report that studied the Superstore “retains . . . relevance.”
(San Mateo Gardens, supra, 1 Cal.5th at p. 944.) Indeed, the
CEQA guidelines themselves specify that projects that could be
categorized either as a change to a general or specific plan or as
the approval of a specific development be evaluated under CEQA
as a specific development (Cal. Code Regs., tit. 14, § 15378, subd.
(d); Christward Ministry v. Superior Court (1986) 184 Cal.App.3d
180, 195-196 (Christward Ministry)), which reinforces the
propriety of evaluating the Ordinance—which operates at both a
program and development level—by reference to the
development, including prior analyses of that development.

20
 Plaintiffs suggest that it may be inappropriate to rely upon
the previously prepared environmental impact report for the
Superstore because, in their view, that report is defective.
However, the accuracy of the information in the prior CEQA
analysis does not affect its relevance under section 21166.
(Melom, supra, 183 Cal.App.4th at p. 49 [section 21166 applies
“‘even if the initial review is discovered to have been inaccurate
and misleading in the description of a significant effect or the
severity of its consequences’”].) What is more, plaintiffs
challenged the prior report, and the trial court rejected their
challenges. The trial court’s final judgment affirming the validity
of the prior CEQA analysis that was left intact after the La
Mirada I appeal is now final and cannot now be collaterally
attacked. (Kabran v. Sharp Memorial Hospital (2017) 2 Cal.5th
330, 339 [“‘collateral attack on a final judgment’” is only
permissible where the prior judgment is “‘void because of an
absence of “fundamental jurisdiction”’”]).
For these reasons, we will examine the propriety of the
City’s conduct under section 21166.
C. Did the City comply with section 21166?
1. What is the standard for further environmental
review under section 21166?
a. When do changes or new information
require major revisions to a prior CEQA analysis?
As explained above, section 21166 provides that, where an
agency has engaged in a prior CEQA review that retains
relevance to the project currently under consideration, the agency
must file an addendum (either to a prior environmental impact
report or prior negative declaration) unless (1) there have been
“[s]ubstantial changes” in either the project or the circumstances
“under which the project is being undertaken” “which will require

21
major revisions” of the prior environmental impact report or
negative declaration, or (2) there is “[n]ew information” that was
“not known and could not have been known” at the time of the
prior CEQA review. (§ 21166.) If these conditions exist, the
agency must prepare a “subsequent or supplemental” report.
(Ibid.)
CEQA itself provides no further guidance on what these
standards mean, but the Guidelines interpreting CEQA do.
Those Guidelines indicate that “major revisions” to a CEQA
review document will be required, and that “new information”
will warrant a new document, when the project currently under
consideration “involve[s] . . . new significant environmental
effects or a substantial increase in the severity of previously
identified significant effects” or the “new information” shows the
same. (Cal. Code Regs., tit. 14. § 15162, subd. (a).) This inquiry
into whether a prior CEQA review of a project is sufficient in
scope vis-à-vis subsequent changes to that project is, in our view,
functionally indistinguishable from the question whether a
current CEQA review of a project is sufficient in scope vis-à-vis
possible future actions flowing from that project. In both
instances, the fundamental question is the same: Does the
existing CEQA document encapsulate all of the environmentally
significant impacts of the project? In the latter instance, further
CEQA analysis is required only (1) if the “future expansion or
other action . . . is a reasonably foreseeable consequence of the
initial project,” and (2) if that “future expansion or action will be
significant in that it will likely change the scope or nature of the
initial project or its environmental effects.” (Laurel Heights
Improvement Assn. v. Regents of University of California (1988)
47 Cal.3d 376, 396 (Laurel Heights).) We hold that the same test

22
should be applied in both instances, including under section
21166.
b. When is a consequence reasonably
foreseeable?
The inquiry into whether a consequence of a project is
reasonably foreseeable (and thus requires further CEQA review)
depends on how broadly CEQA construes the concept of
reasonable foreseeability. Although that concept could be defined
very broadly (because, as courts have noted in other contexts, on
a “clear judicial day[,] . . . a court can foresee forever” (Thing v.
La Chusa (1989) 48 Cal.3d 644, 668)), the courts have taken a
more Goldilocks-esque approach when defining the concept of
reasonable foreseeability under CEQA.
On the one hand, construing reasonable foreseeability too
narrowly means that a consequence may not be evaluated until it
is “too late.” This is problematic because the failure to consider a
consequence (1) can violate CEQA’s mandate that agencies
consider the cumulative and total effect of a project rather than
“chopping a large project into many little ones[,] each with a
minimal potential impact on the environment” (Bozung v. Local
Agency Formation Com. (1975) 13 Cal.3d 263, 283-284 (Bozung);
Cal. Code Regs., tit. 14, § 15378, subd. (a) [defining “project” as
“the whole of an action”]; (2) risks that the agency will not
consider that consequence until after the project has been
approved, at which point the “steamroller effect of development”
makes it nearly impossible to deflect the “momentum” for that
project (Environmental Council of Sacramento v. City of
Sacramento (2006) 142 Cal.App.4th 1018, 1031 (Environmental
Council)); and (3) risks that the agency will have already
otherwise made up its mind, rendering any study of the
consequence little more than “‘a burdensome reconsideration of

23
decisions already made’” or a “‘“post hoc rationalization[] to
support action already taken” [citation]’” (Banning Ranch
Conservancy v. City of Newport Beach (2012) 211 Cal.App.4th
1209, 1221-1222 (Banning Ranch); Laurel Heights, supra,
47 Cal.3d at pp. 394-395). (Accord, Cal. Code Regs., tit. 14,
§ 15004, subd. (b) [environmental impact reports “should be
prepared as early as feasible in the planning process to enable
environmental considerations to influence project[,] program[,]
and design”].)
On the other hand, construing reasonable foreseeability too
broadly means that a consequence may be evaluated “too early.”
This is problematic because “‘[w]here future development is
unspecified and uncertain, no purpose can be served by requiring
an [agency] to engage in sheer speculation as to future
environmental consequences.’” (Laurel Heights, supra, 47 Cal.3d
at p. 395, quoting Lake County Energy Council v. County of Lake
(1977) 70 Cal.App.3d 851, 854-855 (Lake County); Environmental
Council, supra, 142 Cal.App.4th at pp. 1031-1032.) Such
“premature environmental analysis,” our Supreme Court has
held, is both “meaningless and financially wasteful.” (Laurel
Heights, at p. 396.)
i. When it is
In trying to balance these competing concerns and to
fashion a definition that is “just right” for CEQA, courts have
deemed a consequence of a project to be reasonably foreseeable
only when that consequence is, as a practical matter, sufficiently
certain to happen. (Accord, Laurel Heights, supra, 47 Cal.3d at
p. 398 [CEQA “do[es] not require prophecy”].) The degree of
certainty has been found to be sufficient in five different
situations.

24
 First, a consequence is reasonably foreseeable when the
agency has already committed itself to undertake the
consequence. (Cal. Code Regs., tit. 14, § 15165 [CEQA review
required where the responsible “agency” “commits . . . to” the
consequence].)
Second, a consequence is reasonably foreseeable when the
project under review presupposes the occurrence of that
consequence—that is, when the consequence is a “necessary” and
essential component of the project itself. (Banning Ranch, supra,
211 Cal.App.4th at p. 1223 [review of consequence required when
“reviewed project legally compels or practically presumes
completion” of that consequence]; see, e.g., Santiago County
Water Dist. v. County of Orange (1981) 118 Cal.App.3d 818, 829-
830 [agency, when evaluating sand and gravel mining project,
must also analyze water delivery system necessary for operation
of the mining project]; San Joaquin Raptor/Wildlife Rescue
Center v. County of Stanislaus (1994) 27 Cal.App.4th 713, 729-
732 [agency, when evaluating residential development, must also
analyze the sewer expansion necessary for that development].)
Third, a consequence is reasonably foreseeable when it is
itself under environmental review. (City of Santee v. County of
San Diego (1989) 214 Cal.App.3d 1438, 1452 (City of Santee)
[“‘[r]elated projects currently under environmental review
unequivocally qualify as probable future’” consequences “‘to be
considered’”]; San Franciscans for Reasonable Growth v. City and
County of San Francisco (1984) 151 Cal.App.3d 61, 75
[“experience and common sense indicate that projects which are
under review are ‘reasonabl[y] foreseeable future projects’”]; see,
e.g., Tuolumne County Citizens for Responsible Growth, Inc. v.
City of Sonora (2007) 155 Cal.App.4th 1214, 1218-1224 [agency,

25
when evaluating construction of home improvement center, must
also examine road realignment consequence that it approved to
effectuate (and was a condition of) the home improvement
center]; Friends of the Eel River v. Sonoma County Water Agency
(2003) 108 Cal.App.4th 859, 869 [agency should consider
consequence that was, at the time of the agency’s review, being
reviewed by a federal agency].)
Fourth, a consequence is reasonably foreseeable when the
agency subjectively “intends” or “anticipates” the consequence,
and the project under review is meant to be the “first step”
toward that consequence. (Bozung, supra, 13 Cal.3d at p. 274;
Laurel Heights, supra, 47 Cal.3d at p. 394; Banning Ranch,
supra, 211 Cal.App.4th at pp. 1222-1223; see, e.g., City of
Carmel-by-the-Sea v. Board of Supervisors (1986) 183 Cal.App.3d
229, 243-244 [agency, when evaluating rezoning ordinance,
should have also examined an anticipated development project
for which rezoning was the “first step”]; Bozung, at p. 281
[agency, when evaluating annexation of land, should have also
examined housing development that was “the impetus for
the . . . annexation”]); City of Santee, supra, 214 Cal.App.3d at
p. 1454 [agency, when evaluating temporary use of interim
detention center for seven years, should have also examined the
indefinite use in light of evidence that the use may be more
permanent]; Laurel Heights, at p. 398 [agency, when evaluating
lease of 100,000 square feet of a building, should have also
examined lease of remaining square footage that would soon
become available for lease]; Fullerton Joint Union High School
Dist. v. State Bd. of Education (1982) 32 Cal.3d 779, 797 [agency,
when evaluating secession from existing school district, should
have also examined construction of new high school for which

26
succession was “an essential step”]; cf. Kings County Farm
Bureau v. City of Hanford (1990) 221 Cal.App.3d 692, 738-739
[agency, when evaluating use of facility for 20 years, need not
examine further use absent “credible and substantial evidence” of
use beyond 20 years].)
Lastly, a consequence is reasonably foreseeable if the
project under review creates an incentive that is all but certain to
result in the consequence. (See, e.g., City of Antioch v. City
Council (1986) 187 Cal.App.3d 1325, 1335-1338 [agency, when
evaluating construction of road and sewers, should also consider
future residential development because “the sole reason to
construct the road and sewer project is to provide a catalyst for
further development in the immediate area”]); Napa Citizens for
Honest Government v. Napa County Bd. of Supervisors (2001)
91 Cal.App.4th 342, 352-353, 367-370 (Napa Citizens) [agency,
when evaluating industrial park development, should also
examine the residential development that will be necessary to fill
the new jobs created by the businesses using the industrial park];
California Unions for Reliable Energy v. Mojave Desert Air
Quality Management Dist. (2009) 178 Cal.App.4th 1225, 1244-
1246 [agency, when evaluating new rule allowing for paving of
roads in the desert, should also examine effect of paving projects
when the agency “intended at least some actual road paving to
occur”]; Terminal Plaza Corp. v. City and County of San
Francisco (1986) 177 Cal.App.3d 892, 904-905 (Terminal Plaza)
[agency, when evaluating zoning amendment that would require
residential hotel owners to relocate tenants if the owners convert
their property to other uses, should also examine the construction
impacts necessary to relocate displaced tenants because those
impacts are “undeniable”].)

27
 If a consequence falls into any of these categories and is
sufficiently certain to come to pass that it warrants evaluation
under CEQA, it does not matter that the consequence might be
subject to later CEQA review when its contours become more
concrete. (Bozung, supra, 13 Cal.3d at p. 282.) Nor does it
matter that the consequence’s contours are hazy and thus its
impact “cannot be gauged with exactitude.” (Terminal Plaza,
supra, 177 Cal.App.3d at pp. 904-905; Cal. Code Regs., tit. 14,
§ 15151 [agencies should proceed “in the light of what is
reasonably feasible” information]; Napa Citizens, supra,
91 Cal.App.4th at p. 367 [“great detail” not required when
analyzing future consequence]; see Stanislaus Audubon Society,
Inc. v. County of Stanislaus (1995) 33 Cal.App.4th 144, 158
(Stanislaus Audubon Society) [“The fact that the exact extent and
location of such growth cannot now be determined does not
excuse the [agency] from preparation of an [environmental
impact report]”].)
ii. When it is not
Conversely, a consequence is not reasonably foreseeable
when it is entirely independent of the project under
consideration. (Banning Ranch, supra, 211 Cal.App.4th at
p. 1223 [“two projects may properly undergo separate
environmental review . . . when the projects have different
proponents, serve different purposes, or can be implemented
independently”]; see, e.g., Christward Ministry v. County of San
Diego (1993) 13 Cal.App.4th 31, 42-44) [agency, when considering
expansion of landfill, need not consider “independent” landfill
projects]; City of Richmond, supra, 184 Cal.App.4th at pp. 75-76,
100-101 [agency, when considering expansion to refinery’s

28
gasoline output, need not consider expansion to refinery’s
hydrogen pipeline because the two “are not interdependent”].)
A consequence is not reasonably foreseeable simply because
the project under consideration makes that consequence a
possibility—even when the public agency is subjectively aware of
that possibility (that is, even when it is “a gleam in [the]
planner’s eye”). (Laurel Heights, supra, 47 Cal.3d at p. 398; see,
e.g., Pala Band of Mission Indians v. County of San Diego (1998)
68 Cal.App.4th 556, 575-576 [agency, when adopting waste
management plan, need not evaluate impact of future landfills
just because plan identifies 10 tentative landfill sites, when there
is no evidence any site will be developed]; National Parks &
Conservation Assn. v. County of Riverside (1996) 42 Cal.App.4th
1505, 1518-1519 [agency, when evaluating a landfill project, need
not evaluate possible pre-dumping processing facilities because it
is unknown whether they will be built inside agency’s
jurisdiction]; Lake County, supra, 70 Cal.App.3d at pp. 855-856
[agency, when evaluating exploratory drilling, need not evaluate
commercial drilling that will follow because it is unknown
whether site being explored will be favorable]; Towards
Responsibility in Planning v. City Council (1988) 200 Cal.App.3d
671, 680-681 [agency, when evaluating rezoning project, need not
evaluate impact of new sewage treatment plant when the project
only makes the need for such a plant possible]; Save Round
Valley Alliance v. County of Inyo (2007) 157 Cal.App.4th 1437,
1450-1451 (Save Round Valley) [agency, when evaluating
residential development project, need not evaluate impact of
future owners’ decision to build second units on each lot because,
while possible, there is no evidence this will occur]; Topanga
Beach Renters Assn. v. Department of General Services (1976)

29
58 Cal.App.3d 188, 195-196 (Topanga Beach Renters) [agency,
when considering project to restore beach to natural state, need
not consider impact of future residential development on nearby
properties that might seek to capitalize on pristine beach absent
any “evidence” such development will occur]; Berkeley Keep Jets
Over the Bay Com. v. Board of Port Cmrs. (2001) 91 Cal.App.4th
1344, 1362 [agency, when evaluating airport development plan,
need not consider expanded runway capacity that is merely
possible]; Friends of the Sierra Railroad v. Tuolumne Park
& Recreation Dist. (2007) 147 Cal.App.4th 643, 647, 651 [agency,
when considering transfer of railroad right-of-way, need not
consider development of surrounding property that is possible
when nature of that development is unknown]; Kaufman &
Broad-South Bay, Inc. v. Morgan Hill Unified School Dist. (1992)
9 Cal.App.4th 464, 470-475 [agency, when adopting taxation
district to finance future schools, need not consider impact of
building those schools where adoption of district will not create
need to do so].) Indeed, it is not enough to show that the
consequence is a probability. (Brentwood Assn. for No Drilling,
Inc. v. City of Los Angeles (1982) 134 Cal.App.3d 491, 502
[agency, when examining exploratory drilling, need not consider
subsequent commercial drilling when results of exploratory
drilling are unknown, even though exploratory drilling reveals
favorable sites for commercial drilling 55 percent of the time].)
And, more to the point here, a consequence is not
reasonably foreseeable merely because the project creates an
incentive for that consequence to come to pass (unless, as noted
above, that incentive makes the consequence all but certain).
(See Aptos Council v. County of Santa Cruz (2017) 10 Cal.App.5th
266, 274-275, 294-295 [agency, when considering ordinance

30
changing zoning rules regarding permissible hotel density, need
not consider impact of future developments—even though new
rules create incentive for future development—because “it is
unclear whether the ordinance will in fact induce future
development”].)
In these situations, CEQA does not exempt the
consequence from environmental review; it merely postpones that
review until the consequence is sufficiently certain. (See Lake
County, supra, 70 Cal.App.3d at pp. 856-857 [so noting].)
2. Does substantial evidence support the City
Council’s finding that no further environmental review is
warranted under section 21166?
Because we are applying section 21166, our task is not to
assess for ourselves whether there is a fair argument that a
particular consequence is reasonably foreseeable. (See
Stanislaus Audubon Society, supra, 33 Cal.App.4th at pp. 152-
159.) Instead, as we discuss above, our task is to assess whether
substantial evidence supports the City Council’s finding that no
large-scale commercial developments beyond the Target
Superstore are a reasonably foreseeable consequence of the SNAP
Amendment’s creation of Subarea F (which, in turn, means that
there is no need for major revisions in the previously
promulgated environmental impact report for the Superstore,
and that the City Council’s use of an addendum complies with
CEQA).
Substantial evidence is defined as “evidence”—that is, as
the “facts, reasonable assumptions predicated upon facts, and
expert opinion supported by facts”—presented in the record.
(§ 21082.2, subd. (c); Wal-Mart Stores, Inc. v. City of Turlock
(2006) 138 Cal.App.4th 273, 291 (Wal-Mart); Save Round Valley,
supra, 157 Cal.App.4th at pp. 1450-1451; Topanga Beach Renters,

31
supra, 58 Cal.App.3d at pp. 195-196.) Substantial evidence does
not include “[a]rgument, speculation, unsubstantiated opinion or
narrative.” (§ 21082.2, subd. (c).) In assessing whether
substantial evidence supports an agency’s finding, we must
“‘indulge all reasonable inferences from the evidence that would
support the agency’s’” finding as well as “‘resolve all conflicts in
the evidence’” and “‘all reasonable doubts’” “‘in favor of’” that
finding. (Mani Brothers, supra, 153 Cal.App.4th at p. 1397;
Citizens for a Megaplex-Free Alameda, supra, 149 Cal.App.4th at
p. 112.)
Substantial evidence supports the City Council’s finding
that the sole reasonably foreseeable consequence of creating
Subarea F was the construction of the Superstore. The evidence
in the administrative record indicates that the City Council has
not committed itself to any other large-scale commercial
development on the two other parcels currently meeting Subarea
F’s size and proximity-to-transit requirements; that such further
development is neither essential nor necessary to the creation of
Subarea F; that no such development is currently under review;
that no such development is either “intended” or “anticipated”;
and that the creation of Subarea F does not create an incentive
that makes further large-scale commercial development all but
certain (either on the two potential existing parcels or on other
parcels that might be “cobbled together”). Indeed, the evidence
suggests that the Food 4 Less store on one of the other existing
potential Subarea F parcels has no plans to expand beyond its
current, 70,000 square-foot size, which is 30,000 square feet too
small to qualify for transfer into Subarea F.
Christward Ministry, supra, 184 Cal.App.3d 180 is directly
on point. There, the agency amended its community-wide land

32
use plan to allow for the designation of landfills, but only
designated a single landfill. The agency’s environmental impact
report examined the environmental impacts of the designated
landfill, but not any of the other possible sites that could be—but
were not—designated. This complied with CEQA. (Id. at p. 189.)
This case is no different: The City created a new subzone and
rezoned only one development into that subzone; updating its
prior report analyzing that development also complies with
CEQA.
The trial court held that section 21166 did not apply
because the City Council’s amendment of the SNAP altered the
method by which the Superstore was approved (that is, by
amending the SNAP rather than granting variances from it), and
thus constituted a substantial change “with respect to the
circumstances under which [the Superstore] is being
undertaken,” thereby falling into one of section 21166’s
exceptions. (§ 21166, subd. (b), italics added.) This analysis is
incorrect because it ignores that the exception for changed
circumstances by its terms only applies when that change “will
require major revisions in the” agency’s CEQA analysis (§ 21166,
subd. (b)); a change in circumstances, by itself, is not enough. As
explained above, major revisions are required only when the
change creates reasonably foreseeable consequences that are not
addressed by prior CEQA review; and here, there are no such
consequences.
Plaintiffs make four arguments as to why the creation of
Subarea F necessitates further CEQA review beyond an
addendum.
First, Citizens Coalition asserts that the Addendum does
not discuss the creation of Subarea F. This is factually incorrect,

33
as the Addendum defines the “Revised Project” it assesses as
including both the creation of Subarea F and the completion of
the Superstore.
Second, plaintiffs argue that the City intended further
Subarea F developments beyond Target, as proven by (1) the
amended SNAP’s use of the plural (rather than the singular) in
setting forth the requirements of new Subarea F, and (2)
language in a report by the Department of City Planning
Commission, which states that “amending the SNAP to reclassify
the [Superstore] in the new Subarea F . . . recognizes that the
nature of ‘superstore’ retail is changing” and that “there need to
be new regulations in place” “for the SNAP to appropriately
capture this new development typology and the jobs and
economic development that come with it.” The City’s use of the
plural versus the singular is part and parcel of setting forth new
eligibility criteria and in no way calls into question the City’s
finding that development beyond the Superstore is not
reasonably foreseeable. (Accord, Larsen v. San Francisco (1920)
182 Cal. 1, 10 [noting that ordinance’s use of the plural is of no
consequence where, as here, “the context does not limit the
meaning”].) And the language in the report explains why
amending the SNAP was necessary to effectuate the Superstore
project as well as to spell out the eligibility criteria for Subarea F.
When considered in conjunction with the other evidence that the
sole Subarea F project was the Superstore and that no other
projects were being contemplated, substantial evidence still
supports the City’s finding that development beyond the
Superstore is not reasonably foreseeable.
Third, plaintiffs argue that the creation of Subarea F
creates incentives for retailers to build large retail projects in

34
either (i) the other two parcels within the SNAP meeting Subarea
F’s size and proximity-to-transit requirements, or (ii) in new
parcels meeting those requirements that can be cobbled together
from smaller parcels. Plaintiffs effectively rely on the precursor
principle to Field of Dreams’ “if you build it, they will come”—
namely, “if you zone it, they will build.” We need not
independently delve into whether Subarea F’s requirements
create a powerful incentive to build (given that those
requirements also obligate retailers to build pedestrian-focused
facilities and space for other retailers) because, as we explain in
detail above, the City Council had substantial evidence upon
which to conclude that any incentives created by Subarea F do
not make development all but certain.
Lastly, plaintiffs ask us to abandon substantial evidence
review in favor of independent review because ordinances (like
the SNAP Amendment) are to be construed de novo. While
courts independently interpret the meaning of statutes (of which
ordinances are obviously a subspecies) (Meyers v. Board of
Administration etc. (2014) 224 Cal.App.4th 250, 256), we are not
interpreting the meaning of the SNAP Amendment, but rather its
environmental impact; the question of impact is, under section
21166, evaluated for substantial evidence.
II. Is There Impermissible Spot Zoning?
Plaintiffs argue in the alternative that the Ordinance
constitutes impermissible spot zoning by putting the
Superstore—but not other parcels—into the less restrictively
zoned Subarea F.
“Spot zoning” occurs when a parcel of land is rezoned to
give it fewer or greater rights than the parcels surrounding it.
(Foothill Communities, supra, 222 Cal.App.4th at pp. 1307, 1311-

35
1312; Arcadia Development Co. v. City of Morgan Hill (2011)
197 Cal.App.4th 1526, 1536 (Arcadia Development).) Although
spot zoning traditionally refers to the creation of “islands” with
more restrictive zoning (e.g., Wilkins v. City of San Bernardino
(1946) 29 Cal.2d 332, 340 (Wilkins); Hamer v. Town of Ross
(1963) 69 Cal.2d 776, 781-782; Avenida San Juan Partnership v.
City of San Clemente (2011) 201 Cal.App.4th 1256, 1268-1269
(Avenida San Juan), it can also refer to the creation of “islands”
with less restrictive zoning (Foothill Communities, at pp. 1307,
1311-1314). Because local bodies enjoy broad legislative
discretion when it comes to zoning (id. at pp. 1309-1310; Wilkins,
at pp. 337-338), however, spot zoning is not necessarily invalid.
(Foothill Communities, at p. 1314 [“spot zoning may or may not
be impermissible, depending on the circumstances”].) The
burden is on the party challenging the spot zoning to show that
the spot zoning was invalid and hence an abuse of that discretion.
(Foothill Communities, at p. 1309; Wilkins, at pp. 338-339.)
The creation of a “spot zone” is invalid only when it is not
in the public interest—that is, when it is “arbitrary,” “irrational,”
and “unreasonable.” (Foothill Communities, supra, 222
Cal.App.4th at pp. 1309, 1314; Wilkins, supra, 29 Cal.2d at
p. 339; Avenida San Juan, supra, 201 Cal.App.4th at pp. 1268-
1269). A spot zone is in the public interest as long as “there is a
reasonable basis for the belief that the [spot zone] has substantial
relation to the public health, safety, morals or general welfare.”
(Wilkins, at p. 339; Arcadia Development, supra, 197 Cal.App.4th
at p. 1536 [spot zone valid if any “‘rational reason in the public
benefit exists for such a classification’”].) And, if the spot zone is
part of a specific plan, the spot zone must also—like all parts of a
specific plan—be “compatible” with the general plan of which the

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specific plan is a part. (Gov. Code, §§ 65454 [“No specific plan
may be adopted or amended unless [it] is consistent with the
general plan”], 66473.5 [same].) A specific plan is compatible if it
is “‘“in agreement or harmony with”’ the terms of the applicable
[general] plan, not in rigid conformity with every detail thereof.”
(San Franciscans Upholding the Downtown Plan v. City and
County of San Francisco (2002) 102 Cal.App.4th 656, 678.)
Plaintiffs have not carried their burden of showing that the
City Council engaged in impermissible spot zoning. At the
outset, it is unclear whether Subarea F amounts to less
restrictive zoning because it imposes many special requirements
upon developments within its confines; it is somewhat of a mixed
bag.
But even if we assume that Subarea F is on the whole less
restrictive, and that the creation of Subarea F for just the
Superstore consequently amounts to spot zoning, it is not
impermissible. To begin, there is a “reasonable basis” for the
City Council’s “belief” that the creation of Subarea F “has
substantial relation to the public health, safety, morals or general
welfare.” (Wilkins, supra, 29 Cal.2d at p. 339.) The City’s staff
exhaustively documented why building a Target Superstore as
part of a complex with smaller retail spaces and a pedestrian
plaza near subway and freeway access is in the public interest:
Among other reasons, the development will “provide a much
needed, convenient, high quality retail shopping center that will
serve the existing community in a location that contains under-
utilized commercial uses,” will “provide excellent access for goods
movement with a minimum disruption to adjacent residential
and lower intensity neighborhoods,” and will “provid[e] attractive
public streetscapes” by requiring the developer to widen the

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surrounding sidewalks, plant trees, and install bike racks and
benches. Further, and as the Addendum explains and as the
City’s staff also exhaustively documented, the Ordinance (as a
SNAP amendment) is “compatible” the City’s General Plan, the
Hollywood Community Plan, and the SNAP itself because
Subarea F provides for development that is “urban scaled,
pedestrian friendly, [and] transit oriented.”
Rather than attack the specific findings of the City’s staff
as to how the Ordinance is in the public interest and is
compatible with the other applicable plans, plaintiffs make what
amount to five other challenges.
First, they contend that the City never made a finding that
the Ordinance was in the public interest. We reject this
argument. The law requires a “reasonable basis” for such a
finding (Wilkins, supra, 29 Cal.2d at p. 339), not an express
finding. What is more, and as detailed above, the City’s staff did
make such a finding and, more to the point, explained its basis
for that finding.
Second, plaintiffs assert that the Ordinance is not in the
public interest because it was enacted to legitimize what the trial
court previously held was an invalid project and to “allow[]
Target to benefit from its arrogant . . . construction of the Project
during the pendency of litigation.” However, the City Council’s
motive for enacting the Ordinance is irrelevant because “the
validity of legislative acts must be measured by the terms of the
legislation itself, and not by the motives of, or [the] influences
upon, the legislators who enacted the measure.” (City and
County of San Francisco v. Cooper (1975) 13 Cal.3d 898, 913;
Wal-Mart, supra, 138 Cal.App.4th at p. 302.)

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 Third, plaintiffs argue that the City staff’s findings
regarding public benefit are “boilerplate” (and thus presumably
entitled to no weight), that the Superstore complex confers no
greater benefits than the original store Target originally
proposed to build, and that the sole beneficiary of the Ordinance
is Target. By these arguments, plaintiffs ask us to second-guess
the City Council’s assessment of what is in the public interest.
We must decline this request because “‘the wisdom or good policy
of a zoning ordinance is for a municipality to determine and the
courts have nothing to do with it.’ [Citations.]” (Tandy v. City of
Oakland (1962) 208 Cal.App.2d 609, 612; Fund for
Environmental Defense, supra, 204 Cal.App.3d at p. 1545 [“it is
not our task to judge the wisdom of the [agency’s] action”].)
Fourth, plaintiffs suggest that the reasons that justify
placing the Superstore in Subarea F would justify—if not
compel—the development of other large-scale commercial
projects, which taken as a whole is not in the public interest.
This suggestion overlooks the fundamental rationale of the law
underlying spot zoning. “The essence of spot zoning,” like the
essence of equal protection, “is irrational discrimination.”
(Avenida San Juan, supra, 201 Cal.App.4th at p. 1268 [spot
zoning]; Gerawan Farming, Inc. v. Agricultural Labor Relations
Bd. (2017) 3 Cal.5th 1118, 1142-1143 [equal protection].) The law
of equal protection recognizes that legislatures may lawfully
proceed by taking one step at a time. (Kasler v. Lockyer (2000)
23 Cal.4th 472, 488.) The same is true for spot zoning. The City
Council retains the power to assess whether future large-scale
commercial developments are in the public interest; nothing in
the Ordinance robs the City Council of that power.

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 Lastly, plaintiffs intimate that the Ordinance is
incompatible with the SNAP because it alters it. The plain
import of this argument is that a SNAP may never be amended.
That is clearly not the law. (Gov. Code, §§ 65453, 65454; Foothill
Communities, supra, 222 Cal.App.4th at p. 1310 [“The approval
of a specific plan does not create a vested right to develop
property in a manner consistent with the specific plan, or to
prevent development inconsistent with it”].)
DISPOSITION
The judgment is reversed. Target and the City are entitled
to their costs on appeal.
CERTIFIED FOR PUBLICATION.

______________________, J.
HOFFSTADT
We concur:

_________________________, Acting P. J.
ASHMANN-GERST

_________________________, J.
CHAVEZ

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