11A - 2ND READ ORD - THE HERITAGE

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DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND HERITAGE VILLAGE OC, LLC, a Delaware limited liability company This DEVELOPMENT AGREEMENT is entered into between THE CITY OF SANTA ANA, a charter city and municipal corporation duly authorized under the Constitution and laws of the State of California ( "City") and Heritage Village OC, LLC, a Delaware limited liability company ( "Owner "). The City and Owner are referred to jointly within this Development Agreement as the "Parties" and individually as a "Party." RECITALS. The Development Agreement is entered into with reference to the following facts: 1.1 The Property. The real property which is the subject of this Development Agreement is located at 2001 East Dyer Road in Santa Ana, California ("Property"). The Property is more particularly described in Exhibits A and B to this Development Agreement. The Property is an 18.84 acre parcel that is located at the northwesterly corner of East Dyer Road and Red Hill Avenue. The property contains a single building approximately 355,000 square feet in size that was constructed in 1972. The building is currently occupied by a variety of uses, including a data center that is occupying approximately 10,000 square feet, and various temporary uses utilizing a small portion of the existing warehouse space. Approximately 430 parking spaces are currently on -site. Regional access to the project site is generally provided via State Route 55 at the Dyer Road exit. Access to the project site is provided by Red Hill Avenue and Dyer Road, the latter of which becomes Barranca Parkway in the City of Irvine. The project site is located within the City of Santa Ana limits; however it is adjacent to the Cities of Irvine and Tustin. Areas across from Red Hill Avenue (to the east) are within the City of Tustin and are part of the former Tustin Marine Corps Air Station, now known as the Tustin Legacy. Areas across from Dyer Road (to the south) are in the City of Irvine within the Irvine Business Complex. 1.2 Purpose of this Development Agreement. (a) The purpose of this Development Agreement is to facilitate the development of the Property. (b) Owner's proposed project would redevelop the project site to provide three mixed used buildings that would provide 1,221 multi- family apartments, 12,675 square feet of retail commercial space and 5,415 square feet of restaurant space. The existing 355,000 square foot officelwarehouse building would be reduced in size by removing the warehouse portion of the structure to provide a two- 11A-20