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DEVELOPMENT AGREEMENT NO. 2023-02 This Development Agreement("Agreement") is entered into as of this 15'1' day of November, 2024 by and between the City of Santa Ana, California("City") on the one hand, and RCR BRISTOL, LLC, a Delaware limited liability company("Owner"or"RCR"), on the other hand. City and Owner may be referred to in this Agreement individually as a"party" or collective as the"parties." RECITALS A. City is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864, et sec. of the Government Code. RCR has an option to enter into a long-term ground lease to the Property,which ground lease constitutes an equitable interest in the Property. B. This Agreement constitutes a current exercise of City's police powers to provide predictability to RCR in the development approval process by vesting the permitted uses, density, intensity of use, timing and phasing of development, and applicable ordinances consistent with the Development Plan in exchange for RCR's commitment to provide significant public benefits to City as set forth in Section 4 below. C. RCR has requested that City enter into this Agreement and proceedings have been taken in accordance with applicable State law and the rules and regulations of the City in furtherance thereof. D. The best interests of the citizens of the City of Santa Ana and the public health, safety and welfare will be served by entering into this Agreement. E. The City Council hereby finds and determines that this Agreement is of major significance because it will provide significant economic benefit to the City through additional jobs created by the construction and operation of the Project, property and sales tax revenue to the City, infrastructure improvements, neighborhood revitalization, and general economic benefit. F. The provision by RCR of the public benefits as set forth in Section 4 below allows the City to realize significant economic, recreational, open space, educational, social, and other public benefits to City. These public benefits will advance the interests and meet the needs of Santa Ana residents and visitors to a significantly greater extent than would development of the Property without this Agreement. G. The physical effects, if any, of the Project and this Agreement have been analyzed pursuant to the California Environmental Quality Act as amended to date and as documented in the Final Environmental Impact Report entitled"Related Bristol Specific Plan Final Supplemental Environmental Impact Report"(State Clearinghouse House No. 2020029087 and City of Santa Ana DP No. 2022-31 ("Project FEIR"). H. This Agreement and the Project are consistent with the Santa Ana General Plan. I. All actions taken and approvals given by City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters. -1-