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HomeMy WebLinkAboutNS-2193 - Adopting Specific Development Plan No. 59 for Said Property, and Approving a Development Agreement Between the City of Santa Ana ...ORDINANCE NO. NS-2193 AN ORDINANCE OF THE CITY OF SANTA ANA REZONING CERTAIN PROPERTY LOCATED AT THE NORTHEAST CORNER OF MAIN STREET AND OWENS DRIVE FROM THE Ri (SINGLE-FAMILY RESIDENCE) AND C2 (GENERAL COMMERCIAL) DISTRICTS TO THE SD (SPECIFIC DEVELOPMENT) DISTRICT, ADOPTING SPECIFIC DEVELOPMENT PLAN NO. 59 FOR SAID PROPERTY, AND APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND ORIENT CORPORATION OF AMERICA, INC., PERTAINING TO SAID PROPERTY WHEREAS, Amendment Application No. 1055 has been filed with the city of Santa Ana by Orient Corporation of America, Inc., to change the zoning district designation of certain real property located generally at the northeast corner of Main Street and Owens Drive in the City of Santa Ana, and more specifically delineated in Exhibit A, attached hereto and incorporated herein by reference, from the Ri (Single-family residential) and C2 (General Commercial) Districts to the SD (Specific Development) district, and to adopt Specific Development Plan No. 59, in the form set forth in Exhibit B, attached hereto and incorporated herein by reference, for said property; and WHEREAS, the applicant Orient Corporation of America, Inc. proposes to develop said property in accordance with Specific Development Plan No. 59 and in this regard has requested to approval of a Development Agreement with the city of Santa Ana in the form set forth in Exhibit C, attached hereto and incorporated herein, in accordance with sections 65864-65869.5 of the Government Code of the State of California; and WHEREAS, the Planning Commission of the City of Santa Ana held a duly noticed public hearing on March 22, 1992, on the said Amendment Application, Specific Development Plan, and Development Agreement, and, based thereon, determined that the development as proposed therein is consistent with the general plan of the City of Santa Ana, and, subject to certain modifications, recommended that the city Council approve the Amendment Application, Specific Development Plan No. 59, and Development Agreement; and WHEREAS, prior to taking action on this ordinance, the city Council of the City of Santa Ana has reviewed and considered the information contained in that certain "Main Street Concourse" environmental impact report pertaining to the development of the abovesaid property in accordance with amended Specific Development ORDiNAnCE NS-219 090 Page 2 Plan No. 59 and the Development Agreement, and has certified said environmental impact report as having been prepared in accordance with the California Environmental Quality Act and has adopted environmental findings regarding the project; and WHEREAS, this Council, prior to taking action on this ordinance, has held a duly noticed public hearing, on the said Amendment Application, Specific Development Plan No. 59, and Development Agreement; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: 1. The SD (Specific Development) district designation and Specific Development Plan No. 59, as proposed in Amendment Application No. 1055, and the Development Agreement are hereby found and determined to be consistent with the general plan of the city of Santa Aha and otherwise justified by the public necessity, convenience and general welfare; 2. Those parcels of real property located generally at the northeast corner of Main Street and Owens Drive and more specifically delineated in Exhibit A, attached hereto and incorporated herein, are hereby reclassified from the Ri (Single- family residential) and C2 (General Commercial) Districts to the SD (Specific Development) district. Amended Sectional District Map number 31-4-9 showing the said change in use district designation is hereby approved. 3. Amended Specific Development Plan No. 59, set forth in Exhibit B, attached hereto and incorporated herein, is hereby approved and adopted for the abovesaid property. 4. That certain Development Agreement between the City of Santa Ana and Orient Corporation of America, Inc., in the form set forth in Exhibit C, attached hereto and incorporated herein, is hereby approved, and the Mayor is authorized to execute said Agreement on behalf of the city of Santa Ana following its execution by Orient Corporation of America, Inc., and the Clerk of the Council to attest to the same. 5. The Clerk of the Council is directed to cause a copy of the said Development Agreement to be recorded in the official records of Orange County, California, within ten days following its effective date. As use herein effective date means the date thirty days after the date of adoption of this ordinance. ORDINANCE NS-2193 Page 3 ADOPTED this 3rd ATTEST: COUNCILMEMBERS: Young Aye Pulido Aye Lutz Aye Mills Aye Moreno Aye Norton Aye Richardson Aye day of 5~a¥ , 1993. Mayor APPROVED AS TO FORM: city Attorney CERTIFICATE OF ORIGINALITY & PUBLICATION State of California County of Orange I, JANICE C. GUY, Clerk of the Council, do hereby certify the attached Ordinance~ ~/~/~.~ to be the original ordinance adopted by the City Council of the City of Santa Ana on /~.~d~ ~,,/~f~ ; and that said ordinance was published in accor ance with the Charter of the City of Santa Ana. k oS the Coun il, 7 e city of Santa Aha ORDINANCE NS-2193 94 MAIN PLACE (RETAILI OFFICE RETAIL )WENS OFFICE OFFICE SANTIAGO PARK OFFICE CHAPEL SENIOR'S RESIDENTIAL AMENDMENT APPLICATION 1055/SD 59 (GPA 92-3/DEVELOPMENT AGREEMENT 92-1/ TENTATIVE TRACT MAP 14408/CUP 92-9/VARIANCE 92-4) SHIMIZU AMERICA FOR ORIENT CORPORATION MAIN STREET CONCOURSE 2775 NORTH MAIN STREET EXHIBIT A 095 ORDiNAnCE ~S-2~3 THE MAIN STREET CONCOURSE Specific Development Plan No. 5 g City of Santa Aha EXHIBIT B DRAFT 12-10-92 ORDINANCE 096 TABLE OF CONTENTS PART I. GOALS~ OBJECTIVES AND POLICIES pART II. PERMITTED LAND USES · A. Professional And Business office Uses (ZONE II AND ZONE III) 1. Permitted Uses B. Retail/Restaurant Uses (ZONE II, ZONE III, ZONE IV 1. Permitted Uses C. Recreation/Entertainment Uses (ZONE II) 1. Permitted Uses D. Hotel/Conference Uses (ZONE III) 1. Permitted Uses E. Residential Uses (ZONE I) 1. Permitted Uses F.Mass Transportation 1. Permitted Uses G. Conditional Use Permit PARTIII. DEVELOPMENT STANDARD A. Floor Area Ratio/Density 1. Professional and Business office Space 2. Retail and Restaurant Space 3. Recreation/Entertainment space 4. Residential Space 5. Hotel/conference Space B. Density Conversion · C. CC&R's PAGE 1 3 3 4 4 5 5 5 5 5 5 6 6 6 8 8 8 8 8 8 9 9 9 097 ORDINANCE NS-2193 De E. F. G. H. I. J. K. M. PART A. B. C. D. E. Building Height Setbacks Site Coverage and Open Space Parking Loading Areas Storage Areas/Mechanical Equipment Refuse Collection Area Telephone, Electrical, Water, Gas Cable TV, Storm Drains and Sewer Service . Public Transit Maintenance IV. DESIGN STANDARDS Interior Street Building Mass, Form and Architectural Style Materials Color Public Art Detail PART V. LANDSCAPE MATERIALS AND DESIGN A. Main Street, Owens Drive and Lawson Way Setback Area 1. Main Street - Phase I la. Main Street - Phase II 2. Owens Drive - Phase I 2a. Owens Drive - Phase II 3. Owens Drive and Lawson Way Intersection 4. Lawson Way 10 10 11 12 14 15 16 16 17 17 18 18 19 20 21 22 22 23 23 24 25 27 29 3O 30 ii ORDINANCE NS-2193 098 De E. F. G. H. I. General Notes PART VI. SIGNAGE A. Intent B. C. D. E. Main Street and Owens Drive Planted Medians 1. Main Street 2. Owens Drive Residential Areas 1. Recreation Areas 2. Interior Common Open Space 3. Private Open Space Concourse Drive Pedestrian Oriented Public Plaza Hotel Entry Court Parking Structure Screen · Temporary Landscape Adjacent To Undeveloped Parcels Sign Massage Categories Physical Sign Types General Criteria Criteria For Individual Sign Types 1. Freestanding Signs · 2. Wall/Canopy Signs · 3. Projecting Signs 4. Marquee Signs 5. Signs Under Canopies And Marquees 6. Major Building Identification Signs 7. Temporary Identification signs 8. submission of Main Street Concourse Plan Signing Design Program 31 31 31 31 31 32 33 33 33 33 34 34 35 37 37 37 38 38 39 39 39 40 40 40 40 41 41 iii 099 ORDINANCE NS-21 PART VII. Street Lighting/Exterior To the Project (Public Right-of-Way) ; · On-site Parking Lot, Pedestrian Lighting, Concourse Drive C. On-Site Building Lighting D. Required Minimum Maintained Illuminance Levels PART VIII. OPERATIONAL STANDARDS . PART IX. CONCEPTUAL PLAN APPROVAL ATTACHED EXHIBITS Exhibit A - Land Use Zones Exhibit B - Interior Zone for Signage Locations Exhibit C - Conceptual Site Plan (Proposed Phase I) Exhibit D - Conceptual Site Plan (Proposed Phase II) 44 44 45 45 48 50 iv ORDINANCE NS-21~3 100 PART I. GOALS, OBJECTIVES AND POLICIES The MAIN STREET CONCOURSE is intended to be an exciting new community where people can work, live, shop, and enjoy top quality recreation and entertainment opportunities. By design, the project will meet the goals and objectives of a quality, balanced and community-sensitive master planned mixed use development. The objectives of this MAIN STREET CONCOURSE Specific Development Plan includes the provision of the following: 1. A long-term development that is of the highest architectural quality and design; 2. A landscaping plan that is complementary to a large scale mixed use development; 3. An exciting and visually cohesive development as viewed both internally and externally; 4. A bold but integrated sign program suitable for a mixed use project of this scale and scope; 5. A development that is consistent with the District Center designation of the General Plan and which implements the spirit and intent and policies of the General Plan; 6. Concentrated and internally integrated development rather than development that spreads activities into adjacent residential neighborhoods; 7. A development that with office and supporting uses provides special special design themes which are expressed in building appearance and configuration, street and pedestrian area design, landscaping, lighting and signage, and also provides.~or pedestrian linkages internally and to the surroundl g neighborhood, traffic and service buffering and transitions in architectural scale and character; 8. Provision of off-street parking sufficient to service the development, consistent with the mix of uses contained in the project; 9. Provision or replacement of public streets, sidewalks, sewers, storm drains, traffic signals, lighting systems, and other public facilities and improvements, as necessary; and 10. Opportunities for cultural amenities and facilities serving the visual and performing arts which are open for public patronage. '101 ORDINANCE NS-21q3 10. Opportunities for cultural amenities and facilities serving the visual and performing arts which are open for public patronage. 2 ORDINANCE NS-21~3 I0~ PART II. PERMITTED L~%_ND USE~ the project area The categorle of land uses to be included within ........ iness offices, Retail (including . L are: Professional anu ..... ~-~ retail%- Recreation/Entertainment, restauran~S,e~p~ ~n~ ~ial (inclUding attached single family Hotel/Conzer n e - housing and a high-rise residential tower). Attached hereto as Exhibit A is a map showing the Land Use Zones for the project. The uses permissible in each zone are set forth below. If a use is for any reason omitted from those specified as permissible in any zone, or if ambiguity arises concerning the approximate classification of a particular use within the meaning and intent of this Plan, the determination shall be at the discretion of the Planning Manager. such decision may be appealed to the Planning Commission whose decision is final. A. Professional And Business office Uses (ZONE II AND ZONE Permitted Uses. a. General office uses providing professional and administrative services including but not limited to employment agencies; advertising agencies; banks; escrow agencies; accountant, medical, insurance, tax, real estate, legal, consulting, and travel services; tourist information; trade contractors; architects; engineers; planner; surveyors; research and development; stock brokers; state, county, municipal or other public offices, and other similar uses. b. Incidental support uses within an office building, corporate art displays and exhibits, museum space, day care centers, and other uses ancillary to the primary use; provided such incidental uses are limited to 10% of the total floor area. (ZONE II, ZONE III, ZONE IV). Retail/Restaurant Uses Permitted Uses. a. Retail sales and service uses including but not limited to: department stores, and other establishments for retail merchandise; banks and . . · · clothing stores or other financial institutions, boutiques; cafes; delicatessens; food stores; florists; news-stands; pet stores; photography studios; video stores; office and computer 3 © ORDINANCE NS-2193 Ce equipment; outdoor, eat-in or take-out restaurants; book and stationery store; camera shop; shoe store or repair shop; tailor; tobacco store; office equipment rental and repair; tourist information and travel agencies and ticket reservation services; sporting goods store; art gallery; craft store; cultural displays and related merchandising; pet store; bicycle store; pharmacies and drug stores; fabric shops; jewelry shops; furriers, formal wear stores (sales or rental); hair styling shops; design and furniture centers; cookware and gourmet specialty shop; office furniture store; interior decorator shop; private club with food and beverage service (excluding public assembly halls and subject to obtaining a Conditional Use Permit if alcoholic beverages are served); and dry cleaner. A maximum of five permanent outdoor sales kiosks and 5 portable outdoor pushcarts or other portable vendor sales facilities. The size and location of each Kiosk and pushcart shall be approved on a masterplan of such uses by the Planning Commission. Temporary outdoor activities or special events, not occurring as part of the normal course of the operations of the retail area, such as bazaars, fiestas, fundraising events, art fairs, festivals, outdoor music concerts and similar uses provided that the project operator shall file an application for a Land Use Certificate with the Planning Manager as provided for in Section 41-675 of the Code. A peak traffic event operating plan shall be submitted for approval concurrently with the land use certificate application and shall include provision for special signing, a flat entry fee at all gates, opening of all entry gates and a use of parking directors, if any are necessary. Parking control at all site intersections must be provided. Recreation/Entertainment Uses (ZONE II). 1. Permitted Uses. aJ Health and Exercise centers, including health clubs, gyms, tennis courts, swimming pools and other similar uses. ORDINANCE NS-21~3 i~4 De Cinemas or multi-plex movie theaters and live performance theater, up to a combined maximum seating of 1,500 seats. The live performance theater may be freest&~dl g, or may be provided as a dual-use theater in connection with a cinema. Hotel/Conference Uses (ZONE III). Permitted Uses. a. Full service high rise hotel. b. Full service all-suites, high rise hotel. c. such ancillary uses as are typically found in a full service hotel, including but not limited to: conference/meeting space and banquet facilities, recreational facilities such as spas, pools, training rooms, and other similar uses, restaurants, retail shops, nightclubs, cocktail lounges, cafes, travel services, and other commercial uses which have direct access to the hotel use. Residential Uses (ZONE I). Permitted Uses. a. Attached single-family · b. Multi-family Residential as condominiums units Type I construction residential tower. in a Temporary residential model complex and leasing office. Uses incidental or ancillary to any residential use, such as swimming pool, sauna, jacuzzi, benches, playgrounds, BBQ and other outdoor recreational facilities. Mass Transportation. Permitted Uses. Monorail station or other rail rapid transit passenger station (ZONE IV). 105 ORDINANCE NS -21~3 Conditional Use Permit. The following uses are permitted upon approval of a Conditional Use Permit in accordance with the Code, provided that the only conditions which may be imposed upon any Conditional Use Permit shall be conditions directly related to the nature of the proposed use, and the characteristics of the operation of the business; a. Helistop (Zone II) b. Wine and fine liquor store (Zone II, Zone III, Zone IV). Farmer's Market for the sale of vegetables, fruits, and other agricultural products on weekends and holidays only from 6 a.m. to 2 p.m. and only in Phase II within the interior of the project (Zone II, Zone III and Zone IV). Antique store operated by a certified antique dealer selling antiques or vintage clothing and memorabilia (not including thrift stores) (Zone II, Zone III, Zone IV). Automobile support facilities providing services within parking structures such as: gas/fuel sale; auto servicing; auto detailing and other similar uses (Zone II and Zone III). Community oriented live performance theater (Zone II). Indoor entertainment that charge an admission fee. (Zone II, Zone III, Zone IV) On and off-premise sale of alcoholic beverages. (Zone II, Zone III, Zone IV) i. Chapel or church (Zone II, Zone III). ORDINANCE NS-21~3 106 PART III. DEVELOPMENT STANDARDS The following General Development Standards are applicable to all uses in the Main Street concourse project. The requirements of the Santa Aha Municipal Code (the "Code") including development standards of general application throughout the City, shall govern the development of the MAIN STREET CONCOURSE project, except as otherwise provided for in this Plan, and subject to such vested rights as the developer may have pursuant to any development agreement with the City. All terms not otherwise defined in this Plan shall have the meanings set forth in the Code. In the event of a conflict between the terms, conditions, requirements or provisions of this Plan and the Code, the terms of this Plan shall govern. A. Floor Area Ratio/Density. The following sets forth the maximum allowable floor areas for the various permitted use classifications of the project, subject to any density conversion as allowed by Section C of this Part III. Increases in the aggregate density as set forth herein requires an amendment to this Plan, and would be subject to appropriate environmental review. The aggregate development density corresponds to an overall Floor Area Ratio ("FAR") of the Main Street Concourse project of approximately 2.54, based upon a net site area of 774,446 square feet and 1,964,770 total gross square feet of development. This FAR represents the maximum intensity of development for the site. Parking areas and structures are not to be included in the calculation of density. 1. Professional and Business office Space. 931,075 square feet. Retail and Restaurant Space· 234,160 square feet. Recreation/Entertainment Space. 56,400 square feet. x07 ORDINANCE NS-2193 4. Residential Space. 427,660 square feet comprised of 216 units of high-rise condominium and 64 units of attached single family housing. This density reflects a site wide maximum aggregate density of 16 Dwelling Units per acre. A minimum of 6.1 acres of the site shall be devoted to residential uses, provided such 6.1 acres may be parcelized into any number of parcels. 5. Hotel/Conference Space. 315,475 square feet comprised of a minimum of 250 hotel rooms (including suites) and a minimum of 11,000 square feet of associated restaurant space, 20,000 square feet of convention facilities/meeting/banquet rooms, and 30,000 square feet of support retail. Density Conversion. Upon application to the Planning Department and approval by the city Council, the developer may seek to convert square footage allocated to a particular land use category to another category. Such conversion may be granted only if all of the following requirements are met: (i) the developer establishes that the environmental impacts associated with the revised square footage allocation are less than or equal to the impacts associated with the development permitted by this Plan, (ii) developer has completed a minimum of 548,392 square feet of Professional and Business office space, 86,580 square feet of retail space, 8,280 square feet of restaurant space, a cineplex/community theater, and a health club and (iii) there will be no increase in residential density. CC&Rs. Reciprocal easements and Conditions, Covenants, and Restrictions (CC&RS) tying the overall project together as an integrated development and providing for joint access, ingress, egress, drainage, property maintenance standards, trash pick-up operations, circulation and parking management shall be recorded with the first final map prior to for the first phase of development. The residential and non- residential portions may be described in separate sections but they must be tied together by a single master document. The Master CC&R's shall address trash and reciprocal use rights in Phase I and Phase II for the residential and commercial uses. 8 O D ANCE NS-21" 10 8 Buildin Hei bt. 1. On any lot or portion of a lot in Zone I of the Specific Development Plan area no building or structure shall exceed 210 feet in height, as measured from the lowest adjacent finished grade. 2. On any lot or portion of a lot in Zone II of the Specific Development Plan area no building or structure shall exceed 450 feet in height, as measured from the lowest adjacent finished grade. 3. On any lot or portion of a lot in Zone III of the Specific Development Plan area no building or structure shall exceed 315 feet in height, as measured from the lowest adjacent finished grade. 4. On any lot or portion of a lot in Zone IV of the Specific Development Plan area no building or structure shall exceed 45 feet in height, as measured from the lowest adjacent finished grade. 5. Flagpoles and other incidental appurtenances on a building such as aircraft warning lights, beacons, and architectural features, may exceed the height limit. Se__tbacks. 1. Except as otherwise indicated, all setbacks shall be measured from the street side property line to the first building element or structure. No building, structure, or parking facility shall encroach into any required perimeter setback either at or below grade. For the purpose of this Plan, a street side property line is that line created by the ultimate right-of-way line of the adjoining public street. Minimum setbacks are as follows: a. Main Street (perimeter): Fifteen (15) feet Lawson Way (perimeter): Twenty seven (27) feet, 12 ft. for patio walls, fences, or similar structures enclosl g uncovered residential private open space, Owens Drive (perimeter): Fifteen (15 feet, twelve (12) feet to any patio. Concourse Drive (interior street set backs): fourteen (14) feet. 9 ORDINANCE NS--21~3 Required on-site perimeter landscaped setbacks shall not exceed an aggregate 33% slope. Within the interior of the project, retail canopies may project five (5) feet into setback area. Due to the integrated mixed-use nature of the development, subject to applicable fire safety standards in the Code, and except as otherwise provided in this Section F, or as may be required for traffic safety (i.e. line-of-sight requirements), there shall be no interior lot line setbacks (i.e., a "zero lot line setback" will be allowed). Site Coveraqe And Open Space. For purposes of this Section G, open space shall not include private streets or driveways, roadways or parking stalls. Open space does include landscaping, walkways, and covered arcades. The entire project shall devote a minimum of 25% of the aggregate gross area of the non-residential parcels in the site to open space. The site shall devote an aggregate minimum of 11.5 acres to non-residential purposes. The project shall devote a minimum of 35% of the aggregate gross area of the site used for residential purposes to open space. The site shall devote an aggregate maximum 6.1 acres to residential purposes. Residential open space may be private common area or private yard but shall in no event include any space provided in balconies or required setback areas. The CC&Rs shall require that all residents be allowed access to all residential common areas in the project, subject to reasonable restrictions as may be imposed for security and safety by property management. No required setback area shall be calculated as required open space. Individual parcels or lots will not be limited in site coverage. Each parcel shall have a minimum 120 feet of street frontage. 10 ORDINANCE NS-21q3 Single family attached residential shall provide a minimum of 225 square feet of ground level private yard open space per unit, which open space shall be adjacent to the living, dining or kitchen area of each unit. Perimeter fence shall be provided and shall not exceed five feet in height on the exterior and 42 inches on the interior. Both the attached single family housing and condominium units shall contain a balcony of not less than 90 square feet of private open space area. Pathways from the common area through the private yard open space shall not be included in the calculation of private open space area. Parkinq. 1. All parking, including valet parking or shared parking, shall be as provided per the Santa Ana Municipal Code (SAMC) or any parking variance approved pursuant to the Code. 2. Non-reflective glass storefronts with open visibility shall be utilized at all pedestrian corridor areas providing access to parking structures. 3. All ramps throughout the project shall not exceed 12% slope if no parking occurs on the ramp and 5% maximum slope if parking is on the ramp. 4. Vertical pedestrian circulation from below grade and structured parking shall incorporate elevators, escalators and stairs. 5. Vehicular site access points will be provided from Lawson Way, Main Street and two points from Owens Drive, as defined on the site plan. 6. All underground parking shall have mechanical smoke control/removal· 7. Parking operator shall prepare, submit, and comply with a parking control plan to the city for review, pursuant to which the operation of the parking facilities and duties of the parking operator staff will be described. Plan shall also include event parking controls and description or bollard controls. 11 ORDINANCE NS-21~ 3 10. 11. 12. 13. 14. 15. 16. There shall be no sharing of residential parking. Parking gate locations and stacking distances shall comply with applicable Department of Public Works policies. No partitions, walls or other obstructions shall be built or placed with the attached single family, four- car garage preventing the spaces from being used by residents and guests for the parking of vehicles. Recreational vehicle storage is prohibited on-site. Ail ramps throughout the project shall not exceed 12% slope if no parking occurs on the ramp and 5% maximum slope if parking is on the ramp. The townhouses shall be designed with vertical roll-up garage doors. All paved areas shall be sloped to drain. Finished slope of areas paved with asphalt concrete (AC) shall be not less than one percent. Finished slope of areas paved with portland concrete cement (PCC) shall not be less than one-half of one percent. Portland Cement concrete gutters shall be installed to receive drainage from asphalt concrete paved areas; such gutters shall be not less than three feet in width. Residential parking is calculated separate from commercial designated parking and no provision is made for shared parking consideration. Ail parking areas shall be surfaced with material so as to provide a permanent surface capable of withstanding the type of vehicular traffic to which such an area is likely to be subjected as follows: Covered Parking Areas - Passenger vehicle parking areas within or under building shall be paved with Portland Cement Concrete with a minimum compressive strength of 2,000 p.s.i. Open Parking Areas (Phase I) - Parking areas other than those within a building may be paved with asphalt concrete. Asphalt concrete pavement shall be a minimum thickness of three and one-half for passenger vehicle parking areas. Thickness of asphalt concrete may be reduced to a minimum thickness of two inches for passenger vehicle only 12 17. 18. 19. traffic, provided an approved aggregate base course is constructed under the asphalt pavement. The minimum thickness of such base course shall be four inches. c. Surfacing, Parking or Drive Aisles - Ail off-street parking, vehiole maneuvering areas, turn-around areas, driveways, and private streets, shall be surfaced, and thereafter maintained with Portland Cement Concrete poured to a minimum thickness of 5% inches. Paved areas shall be designed to carry surface water to the nearest practical street, storm drain, or natural watercourse. Concentrated flows of water from parking areas shall not flow by gravity over any public property or pedestrian walkway, but shall be collected in an appropriate manner within the property confines and conducted under the sidewalk. All parking areas shall be maintained in a safe and sanitary condition free of dust, mud, or trash, and shall be kept in good repair. Any alteration, enlargement, maintenance or repairs shall be pursuant to the aforementioned standards. All parking spaces shall be double striped in a manner clearly showing the layout of the intended parking stall, such striping shall be maintained in a clear, visible and orderly manner. Loadin Areas. 1. Entrances and exits to loading facilities should be limited in number and shall not interfere with the flow of traffic along the perimeter streets. 2. Loading areas should be located so as to minimize potential for intrusion into residential portions of the project and adjacent neighborhoods while allowing for efficient utilization by commercial users. 3. Loading areas shall be located and designed to minimize direct exposure to public view. These areas shall be screened with landscaping and walls to reduce visual impacts. 4. Loading areas shall be visibly separated from public entrances and parking areas. .113 ORDIN/~NCE N$-21~2 Loading stalls shall be designed to not interfere with circulation or parking, and to permit trucks to fully maneuver on the property without backing up from or onto a public street. Loading areas shall be graded to drain surface water to an alley, street or public storm drain. Surface water shall be conducted under any intervening public sidewalk by a drain approved by the Public Works Department and in accordance with a valid NSDES Permit. Under no circumstances shall surface water be allowed to collect in pedestrian areas. The surface area used for any loading activity shall be paved with not less than 4 inches of asphaltic concrete on 8 inches of crushed rock base, or with 5 ½ inches of Portland concrete cement. Soil conditions or the nature of the trucking activity may necessitate greater requirements as determined by the Division of Building and Safety and a soils report prepared by a licensed soils engineer. Each loading space aligned with and directly adjacent to a parking space shall be clearly designated, "LOADING ONLY." At a minimum, separate loading areas shall be designated on the approved site plan or any modification thereto, for each office building and adjacent retail shops/restaurants; the cineplex, health club and adjacent shops/restaurants; the hotel and conference facility; and the high-rise residential tower (2 service truck stalls plus one stall for trash removal). 10. Ail loading areas for the project shall be able to accommodate a 55 foot semi-trailer. Storaqe Areas/Mechanical Equipment. Ail mechanical equipment shall be screened below parapets and situated to minimize visual impacts viewed from the office towers. 2. No outdoor storage shall be permitted. There shall be no exposed television, ham radio, dish or other antenna. 14 ORDINANCE NS-21~3 ~4 Refuse collection Area. 1. A refuse collection area shall be located at each loading dock per approved site plan. 2. Ail outdoor refuse collection areas shall be visually screened from access streets and adjacent property by a complete opaque screen or by rolldown screened doors, or by landscaping and fencing. 3. No refuse collection areas shall be permitted between a frontage street and the building line, unless adequate screening is provided. 4. Except for the attached single-family residential uses, all trash and refuse shall be collected, compacted and stored internally at centralized areas. Refuse will be picked up at truck loading areas in accordance with the city's vendor's schedule, trash pick-up operation agreement and the CCR'S for the project. 5. The attached single-family residential uses in the project will incorporate a trash pick up mechanism whereby trash will be collected at each unit and carted to a centralized area. No heavy trucks shall be used on the internal road between the single family attached residential units for trash collection, trash pick-up operation agreement and this provision shall be included in the CC&R's for the project. 6. Each trash enclosure shall have a minimum of six inch concrete slab in front of the enclosure that is at least the same dimension as the trash enclosure. 7. Townhouse unit trash vestibules shall be designed with a hose bib for washing out the area. 8. All trash enclosures throughout the project shall be designed with metal doors. Telephone, Electricalt Watert Gas Cable Tvt Storm Drains And Sewer Service. 1. All .on-site" utilities shall be placed underground. 2. Transformers or terminal equipment shall be visually screened from view from streets and adjacent properties and may be located in concrete vaults below grade. 15 115 ORDINANCE NS-21~3 There shall be no exposed downspouts, scupper drains, electrical or mechahical limes on the building. All mechanical equipment shall be screened from view in an architecturally integrated manner. Ail residential units shall be separately metered for electrical, gas and water service. Sanitary sewer, storm drainage and water service shall be designed as a private system on-site. There shall be private water meters as outlined in Section 34-313.5 of the Santa Ana Municipal Code. The utility lines in the townhouse drive aisle shall be laid out so as to not prevent the planting of trees and other landscape material in the drive aisle area. Public Transit. A bus turnout lane and bus shelter shall be incorporated along Main Street. Bus shelters may be free-standing pergolas, arcades or recessed covered waiting areas, all as consistent with the Orange County Transit Districts: Desiqn Guidelines for Bus Facilities and the Code. A monorail station or other rail rapid transit passenger station may be located adjacent to or incorporated into retail uses on the site. Maintenance. The entire project shall be maintained to exceed community standards for attractive and sanitary conditions. The CC&Rs for the project shall set forth the maintenance procedures applicable to the project. A maintenance agreement approved by the Executive Director of Public works Agency shall be executed with the city for the maintenance of special pavement treatment, planting, street lights, etc. in the public right-of-way and in required easement areas. This agreement shall be executed with the City prior to recordation of any subdivision map and included or referenced in the CC&Rs for the project. 16 ORDINANCE NS-2193 ils PART IV. DESIGN STANDARDS Interior Streets 1. Comcourse Drive. The tone and pedestrian experience of the project will be largely determined by ,,Concourse Drive," a wide interior street which will meander through the project. The concourse is intended to lend a unifying component to the project as well as link different uses together. a. Concourse Drive will consist of a 34' road bed with minimum 14 feet walkways on either side covered arcades may count up to nine rectalinear feet of the walkway. b. Concourse Drive will not be a public street, but will be open to the public subject to parking management rules and regulations as approved by the city and contained in the CC&Rs for the project. c. Ail pedestrian walkways will be separated from the vehicular areas by curbs and gutters. d. Handicapped access ramps will be provided per the Code. e. Concourse Drive will be designed to accommodate fire trucks, semi-trucks, and other service vehicles. f. Concourse Drive, including all roadways, walkways, landscaping, furniture and fixtures will incorporate high quality materials and enriched paving. The overall effect should include dramatic lighting of landscaping, signs and buildings. g. Street furniture and pedestrian shelters are elements that would contribute well to the unified street edge. One style will be used throughout Concourse Drive in order to create a unique sense of place. Seats, benches, trash receptacles, bicycle racks, telephones, light fixtures, potted plants, signage and banners consistent with the architectural themes and concepts and other miscellaneous street furniture shall be included in a coordinated manner throughout the Concourse area. 17 Tree wells shall be a minimum of three feet by three feet with protective tree grates and collars. 2. Sinqle Family Residential Internal Streets. The internal circulation road within the residential component of the project will have a minimum 22' wide pave roadbed and a minimum 3 ft. of landscaping on either side. The road is intended to serve as an internal road open to residents and their guests, Property management, garbage carts, etc., but it will not be a publicly dedicated street. No heavy trucks will be allowed on the internal road. The internal circulation road will incorporate high quality masonry paved materials between residential units. The internal residential road will be secured from general public access through the use of decorative gates and other security devices, as indicated on the site plan. 3. Vehicular Loadinq Access Roads. Service roads will incorporate asphaltic concrete paving with curbs and gutters. Ail service roads will be accessible by semi-trucks (wheel base 50) and service vehicles. Colored paving materials and concrete may be used as accent materials at entry locations (not including public right-of-way or required easement areas) on the property to visually define entryways. Buildinq Mass, Form And Architectural Style. One critical component of the Main Street Concourse design is the consideration of architectural style, mass and form. Architectural style shall impart a distinct building image. Mass shall relate to the desired scale and form shall be used to lend interest to the overall effect of the mixed use development. Building masses shall be simple in form and composed of strong geometric shapes including rectilinear forms with facade variations, round, columnar, stepped (terraced) 18 ORDINANCE NS-2193 or pyramidal shapes. Building mass forms may be composed of ornate historical building styles or a combination thereof. General building form shall be indicative of the functions that take place within. Pedestrian spaces and entrances should be apparent and ceremonial. Internal building structure shall be delineated with clear definition of floors and vertical supports. Large flat unarticulated building faces shall be avoided. window fenestration must be carefully orchestrated to complement the basic masses, provide scale and modulation of building surfaces and to allow perferation of solid shapes. The mass form and orientation of commercial buildings must be sensitive to adjacent residential areas and pedestrian linkages. Building forms may be exaggerated to express a particular style. Special architectural enhancement shall be included at the pedestrian level of all commercial and retail buildings by utilizing added facade articulation and detail variation. Materi&ls. The use of quality materials and detailing on highly visible surfaces will add elegance and maximize the statement of the style of the development. The Main Street Concourse development will embrace innovative uses of contemporary architectural materials. 1. Colored ceramic tiles, glass blocks, stucco, plaster, masonry, stone, and colored wood or high quality metallic trims are acceptable finish materials. 2. Textured and smooth concrete, decorative or textured concrete blocks, or steel and high quality metallic panels are appropriate building materials. 3. Non-reflective glass shall be used at pedestrian level for viewing and window shopping purposes. Reflective glass at upper levels is acceptable, but shall be 19 ORDINANCE NS-2193 compatible with the design style of the rest of the Main Street Concourse project. The use of cloth awnings, fixed canopies, metal hand rails and other elements which cover and protect windows and pedestrian areas are encouraged. Signage on such elements must be consistent with the sign requirements contained in this Plan. Monolithic glass surfaces may be used with other accent materials in a visually harmonious manner in special applications as accent but should not be used as the dominant architectural theme. Structures utilizing glass curtain walls as the predominant design element are not permitted. High rise buildings (including office buildings, the high rise hotel and high residential) shall incorporate multi-faceted exterior facades and varied rooftops with set-back lines. Glass storefronts shall be provided facing all streets, Concourse Drive, the major pedestrian oriented public plaza adjacent to Concourse Drive, and the elevated pedestrian system. Ail building and site finish materials, colors and designs shall be reviewed and approved by the Planning Division prior to submittal to Building Division Plan Check. Security gates for storefronts, if provided, shall be designed inside of the buildings. Color. Choices of color should promote a lively, festive and warm atmosphere. Dull colors should be avoided or used in limited amounts. In general warm contrasting colors should prevail with bright colors and pastels used for accent and detailing. A sense of pageantry shall be promoted through the use of color on signs, lighting, flags and banners and other devices. Public Art. Various forms of public art may be integrated into public spaces (not including public right-of-way) throughout the project. 20 ORDINANCE NS=2193 .20 Detail. 1. Reveals, recesses and other architecturally sculptural elements shall be used to accent key features of the architectural design. 2. Upgraded light fixtures, door and window details and other feature items are encouraged. 3. Banners, flags and other colorful devices may be used to accentuate linear relationship at outdoor areas but only when approved in conjunction with the signage program as set forth herein. 4. Ail buildings shall incorporate architectural detail, multiple materials, generous landscaping, lighting effects and strong architectural design themes to soften building mass. 5. Ail architectural elements including building components shall be part of an integrated design. The entire project shall have a cohesive statement of theme and style. 21 PART V. LANDSCAPE MATERIALS AND DESIGN The design guidelines outlined here will assist in achieving a distinctive development character for the project while ensuring compatibility between commercial and adjacent residential land uses. These plants are recommended, however, actual plant choices may be substituted depending on experience and actual soil conditions. The high quality of the development is reinforced through the coordinated design and selection of landscape and paving materials, and emphasis on unique landscape features. The following categories are addressed: 1. Main Street, Owens Drive and Lawson Way setback areas. la. Main Street, Owens Drive and Lawson Way setback areas - (Phase II) 2. Main Street, Owen Drive and Lawson Way street frontage areas. 3. Main Street and Owens Drive planted medians. 4. Residential areas. 5. Interior pedestrian street. 6. Multi-use office forecourt. 7. Hotel entry court. 8. Parking structure screen planting. 9. Temporary landscape adjacent to undeveloped parcels. 10. General notes. As phases are implemented, landscape plans (including landscape plans for any temporary parking areas) shall be approved which are consistent with and implement these concepts. Detailed landscaping plans prepared by a landscape architect, shall be submitted to and approved by the City of Santa Ana Planning Department and Public Works Agency (for public right-of-way areas) prior to issuance of a building permit and installed prior to issuance of a certificate of Use and Occupancy for the phase in question. Off-site landscaping shall be approved by the Department of Public Works as part of any street improvement plans. A. Main Street, Owens Drive And Lawson Way Setback Areas. To create a unifying element surrounding the project area, a landscaped edge will be maintained adjacent to Main Street, Owens Drive and Lawson Way rights-of-way. The edge will contain formal street tree plantings with turf and paving below. 22 ORDINANCE NS-2193 1. Main Street - Phase !. The Main Street parkway area designated in Phase I will incorporate a formal row of street trees planted in a three foot square planter within the standard city sidewalk and parkway of 10 feet as measured from the face of curb. The installed street trees will continue throughout the entire length of the project. An additional area of landscape, inside the property line, will contribute to create a consistent urban landscape image. This area, varying in size from 15' minimum to 95 feet maximum, of large sculptural ground cover berms with trees planted in formal alternating patterns will provide a beautiful green buffer from the adjacent traffic and creates a pleasant, pedestrian scaled transition for the office tower employees and visitors. A large evergreen hedge occurring along the total length of the Main Street site functions as a visual screen from the required on grade parking lot. A very special sculptural garden with large informal canopy trees will become the major focus during Phase I. Turf will be consistently used as the ground plane landscape treatment along the northwest frontage. At the corner of Main Street and Owens Drive, a large sculptural groundcover berm with formal, alternating arrangement of trees becomes the strong landscape transitional element. A continuation of the same landscape vocabulary occurs around the corner of Owens Drive. Suggested minimum elements of this streetscape area are as follows: (a) Street Tree: Arecastrum romanzoffianum - Queen Palm. size: 15' tall (brown trunk height). spacing: Planted at 30' on-center when not prevented by traffic sitelines, BCR and ECR setbacks, light standards and fire hydrant clearances or underground utility lines, i.e. lighting, gas, electrical, water, sewer, etc. (b) Perimeter Backdrop Tree: Gleditsia triacanthos inermis - Skyline Honey Locust. Size: 36" box. Spacing: 30' on-center spacing. 23 ORDINANCE NS-2193 (c) Parking Lot Tree: Brachychiton populnous - Bottle Tree. Size: 24" box. Spacing: spaces. One tree every four to five parking Note: Trees are to be planted in over-sized boxes to facilitate future reuse of the trees on the project. (d) Sculpture Garden: Koelreuteria bipinnata - Chinese Flame Tree. Size: 48" to 60" Box. Spacing: Informal. (e) Parking Lot Hedge Shrub: Ligustrum japonicum "Texanum" - Waxleaf Privet. Size: 5 gallon. Spacing: 30" on-center. (f) Landscaped Berm: Beard. Hypericum calycinum - Aaron's Size: Flats. Spacing: 8" on-center, triangular spaced. (g) Turf: Marathon Fescue II - Fescue blend. Size; Sodded. la. Main Street - Phase II The Main Street streetscape will be landscaped with 15 feet of turf adjacent to the curb and an additional 10-15 feet of accent paving along the retail building frontage. Traditional parkway sidewalks shall occur at all locations not adjacent to a retail building. The sidewalk area will accommodate pedestrian traffic along Main Street, and provide easy access to retail businesses. Turf planting extends five feet inside of the property line. A water feature on-site will draw visitors into the project and provide a major focus. A wide range of landscape features such as seatwall rings and accent pots with topiary trees will animate the street, all per the approved site plan. 24 ORDINANCE NS -2193 At the corner of Main Street and Owens Drive, a ring of accent paving and turf provide a base for a sculptural accent feature - the feature occurs inside the property line and acknowledges the importance of this corner as a pedestrian access point. A allee of orchid trees leads pedestrians into the Central Court. Detailed right-of-way improvement plans containing the above descriptive scenario will be presented to the Public Works Agency for approval. That plan may be altered subject to requirements of that Agency. Suggested minimum elements of this streetscape are as follows: (a) Street Tree - Arecastrum rosanzoffianum, Queen Palm, Size: 15' tall (brown trunk). Spacing: 30' on-center. (b) Secondary Mall Tree - Gleditsia triacanthos inermis ,,Skyline"; Honey Locust. Size: 48" Box Spacing: 30' on-center. (c) Seatwall Rings - 18" high x 20" wide, poured-in-place concrete. Tree: Gleditsia triacanthos inermis - Skyline Honey Locust. Size: 48" Box. Groundplane: Annual color. size: 4" pots. Spacing: 8" on-center. (d) Bus Drop Off Area - Koelreuteria bipinnata, chinese Flame Tree. size: 48" to 60" Box. Spacing: Informal. Center Court - Bauhinia variegata, Purple Orchard Tree. (f) Size: 24" Box. Spacing: 10' on- center, planted in raised seat planters. Accent Pots/Small Topiary Tree - Syzygium paniculatum, Brush Cherry. 25 . 25 Size: 24" Box. Spacing: 24' on-center, planted in pots in a formal row. (g) Turf: Marathon Fescue II Fescue blend. Size: Sodded (h) Landscaped Berm - Marathon Fescue II - Fescue blend. Size: Seeded. Note: Architectural berm (less than 3') to screen any interim parking. 2. Owens Drive - Phase I. The Owens Drive setback area in Phase I will be landscaped in a formal row of street trees planted in three foot square planters with approved root barriers within the typical City of Santa Ana sidewalk standards and a 10 foot parkway for the portion of street frontage between Main Street and the Hotel site. From the Hotel site eastward to Lawson Way the spacing of trees will be informally spaced to accentuate the park-like spacing found in the adjacent medians and Santiago Park streetscape. The installed street trees will remain planted where there will be no circulation conflicts with future phasing. A large sculptural ground cover berm planted with a formal row of alternating perimeter trees will screen the required on-grade parking lot. Turf and groundcover areas expand significantly at the residential area. Easy pedestrian access is provided along the street, and buffered from adjacent vehicles. Service entrances and utilities are screened from view with buffer planting. Suggested minimum elements of this streetscape area as follows: (a) Street Tree: Platanus acerfolia - London Plane Tree. Size: 24" Box. Spacing: 35' on-center spacing when not prevented by traffic sitelines, BCR and ECR setbacks, light standard and fire hydrant clearances or underground utility lines, i.e. lighting, gas, electrical, water, sewer, etc. 26 2ao (b) Perimeter Tree: Gladitsia triacanthos inermis - Skyline Honey Locust. (c) Size: 36" Box. Spacing: 30' on-center. Parking Lot Tree: Brachychiton populneus Tree. - Bottle (d) size: 24" Box. Spacing: One tree every four to five parking lot spaces. Landscaped Berm: Hypericum calycinum - Aaron's Beard. (e) size: Flats. Spacing: 8" on-center, triangular spaced. Note: Architectural berm (less than 3') to screen any interim parking. Frontyard Tree: Bauhinia variegata - Purple Orchard Tree. (f) (g) size: 24" Box. Spacing: 15' on-center. Groundcover: Myaporum parvafolium Drought tolerant variety. size: Flats. Spacing: 12" on-center, triangular spaced. Turf: Marathon Fescue II - Fescue blend. size: sodded. The landscape treatment for development categories to 9 will be the same application for Phase I and Phase II. owens Drive - Phase II The Owens Drive streetscape area will be landscaped with 15 feet of turf adjacent to the curb (five feet inside of the property line) and an additional 14 feet of accent paving adjacent to retail building frontage. Traditional full width sidewalks are required in all areas not adjacent to retail area. Turf and groundcover areas expand significantly at the residential area. Easy pedestrian access is provided along 27 ORDINANCE NS-2193 the street, and buffered from adjacent vehicles. Service entrances and utilities are screened from view with buffer planting, per the approved site plan. The street setback of the project along Owens Drive a4jacent to Santiago Park shall be designed to match plant material and design concepts of Santiago Park. A detailed specific plan containing the above descriptive scenario will be presented to the Public Works Agency for approval. That plan may be altered subject to requirements of that Agency. Suggested minimum elements of this streetscape area are as follows: (a) Street Tree: Platanus Acerfolia - London Plane Tree. Except at retail Size: 24" Box. Spacing: 35' on-center when not prevented by traffic site lines, BCR and ECR setbacks, light standard and fire hydrant clearances or underground utility lines, i.e. lighting, gas, electrical, water, sewer, etc. (b) Secondary Mall Tree - Gleditsia triacanthos "Skyline", Honey Locust; size: 48" box @ 30'-0" on center in formal row. (c) Screen Tree - Eucalyptus sideroxylon "Rosea", Red Ironbark; size: 24" box @ not less than 12'-0" on center spacing informal arrangement. (d) Frontyard Tree - Bauhinia variegata, Purple Orchard Tree; size: 24" box @ 12'-0" on center diagonal spacing. (e) Garage Vent Screening (a dense vertical hedge screening and buffering garage vents from the public): Syzgium paniculatum, Bush Cherry, size: 15 gal. @ 15'-0" on center planted in a formal hedge row. (f) Groundcover - myaporum parvafolium drought tolerant variety, flats @ 4' on center spacing, triangular spacing. (g) Turf Types - Marathon II, Fescue blend sodded; shall be consistent throughout project. 28 Be Owens Drive and Lawson Way Interseotlo~. Suggested minimum element of this streetscape are as follows: (a) Street Tree - Platanus acerfolia, London Plane Tree; size: 24" box @ 35t-0" on center spacing in a formal row. (b) Secondary Tree - Schinus molls, California Pepper; size: 24" box @ 20~-0" to 40~-0" on center informal spacing. (c) Shrub Types - Bougainvillea ~Raspberry Icet, size. § gal. informal spacing. Ceanothus ,Julia Phelps~, size: 5 gal., informal spacing. Myoporum ,Pacificum', size: 5 gal., informal spacing. (d) Turf: Marathon Fescue II - Fescue blend sodded Suggested minimum elements of the streetscape are as follows: (a) Street Tree - Melaleuca leucodendron quinquenervia, Cajeput Tree; size: 24" box @ 30'-0" on center, planted in a formal row. (b) Front Yard Tree - Bauhinia variegata, Purple Orchard Tree; size: 24" box @ 12'-0" on center diagonal spacing. (c) Residential Arrival Court '- Lagerstroemia indica (multi-stem), Crape Myrtle; size: 24" box @ 15'-0" triangular spacing, informal. (d) Turf Types - Marathon II, Fescue blend sodded. Shall be consistent throughout project. Main street ~%nd Owens Drive Planted Medians. Main street. (a) Street Tree - Pinus canariensis, canary Island Pine, · · 24" box @ 35'-0" on center spacing. slze. (b) Turf Types - Marathon Fescue II, sodded, with berm shall be consistent throughout project. 29 ORDINANCE NS-2193 2. Owens Drive. (s) Street Tree - Platanus Acerfolia, London Plane Tree, size: 24" box nUmbe~ spacing and arrangement as specified. (2) Turf Types - Marathon Fescue II, sodded. Turf blend to match with existing turf. Residential Areas. 1. Recreation Areas. (a) Trees Euealyptus sideroxylon "Rosea", Red Ironbark; size: 24"-60": box, 15'-0" to 20~-0'', informal spacing. Brachychiton populneus, size: 24"-60" box, 15'-0" to 25'-0", informal spacing. Schinus terebinthifolius, Brazillian Pepper, size: 24"-60" box, 15'-0" to 35'-0", informal spacing. (b) Accent Trees Archontophoenix cynninghamiana, King Palm; size: 20'-0", brown trunk, 12'-0" to 20'-0", informal spacing. Washingtonia filifera, California Fan Palm, size: 20'-0", brown trunk, 12'-0" to 20'-0", informal spacing. (c) Barbecue kiosk/recreation building 20'x20' square. (d) Pool and Spa - 25'x50' pool and 10' diameter spa. Formal character. 2. Interior Common Open Space. (a) Interior Walk Tree - (i) Tristania conferta, Brisbane Box; size: 36" box, 25'-0" on center spacing; (ii) Heteromeles arbutifolis, size: 36" box, 25'-0" on center spacing. (b) Turf Types - Marathon Fescue II, Fescue blend seeded. Shall be consistent throughout project. 3O ORDINANCE NS-2193 (c) Vine Pockets - all three-story wall, hebertia scandens or antignon leptopus, 15 gal., 15'-0" on center. (d) Groundcovers - drought tolerant variety, flats @ 4" on center, triangular spacing. (e) Accent Paving - At base of building at pool areas, path system, auto courts and arrival court. Saw cut concrete with integral color. (f) Stream Water Feature - informal character, linking pool ~rea with hotel porte cochere. Multiple accent planting. (g) Lattice Trash Enclosure (Phase I only) - vine covered trellis structure. Bougainvillea 'San Diego Red', 15 gal. @ 15'-0" on center spacing. wisteria sinensis, chinese Wisteria; size. 15 gal. @ 15'-0" on center spacing. (h) Residential Internal Road - - Grewia cafra, 15 gallon, espallier Liriope spicata, 4" pots Heteromeles arbutifolia or lagerstroemia indica, 15 gallon. Private Open Spacg= (a) Patio Tree - Heteromeles arbutifolis or Rapheolepis Indica tree form cultivar, size: 24" box, informal spacing. Concourse Drive. . . california Fan Palm; 1. Street Tree - washlngtonla filifera, . size: 25'-0", brown trunk @ 30'-0" on center spacing, planted in a formal arrangement. 2. Ornamental Street Lighting - size. 20'-0" high @ 30'-0" triangular spacing with plan trees. 3. Ornamental Pots - planted with annual color. Pot to match size furnishing selection. Flats @ 4" on center spacing. 4. Garage Vent Screening (a dense vertical hedge screening and buffering underground garage vents from the public): 31 Syzygium paniculatum, Bush Cherry, size: 15 gal. @ 3'-0" on center, planted in a formal hedge row. Accent Paving - throUgh ihterior street. concrete, with integral color. Saw cut Pedestrian Oriented Public Plaza. Formal arrangement in tree grates. Palm Bosquet - Washingtonia filifera, California Fan Palms, size: 25'-0", brown trunk, 20'-0" on center spacing. Central Fountain - formal circular water feature with vertical spray jets. Accent Paving - saw cut concrete, integral color, throughout forecourt area, exclusive of public rights-of- way or required easements. Hotel Entry Court. Street Tree - Washingtonia filifera, California Fan Palms, size: 25'-0", brown trunk, 35'-0,, on center, planted in formal arrangements in tree grates. Entry Drive Tree - Jacaranda mimosifolia, Jacaranda; size: 60' box planted in formal arrangement. 3. Ornamental Pots - planted with annual color. Turf Types - Marathon II, Fescue blend sodded; shall be consistent throughout project. Accent Paving - throughout saw cut concrete, integral color. Parkinq Structure Screen. Landscaping shall be used to soften visual impact of all parking structures. The use of vines is encouraged. 1. Screen Trees: (a) Eucalyptus Citriodora, lemon scented gum, size: 36" box, 15'-0" on center spacing, informal spacing. (b) Podocarpus macrophyllus, Yew Pine, size: 36" box, 15'-0" on center spacing, formal arrangement in a row. Screen shrubs at groundplane. Syzygium paniculatum, Bush Cherry; size: 15 gal. @ 15'-0" on center spacing. 32 He 3. Ornamental groundcovers. Drought tolerant groundcovers, flats 4" on center, triangular spacing. 4. Vines: Suggested types: Parthenocisns Tricuspidata, size. 15 gal. @ 15'-0" on center spacing; Bouganvilla species, size: 15 gal. @ 15'0" on center spa~lng; Ficus Pumila, size. 15 gal. @ 15'0" on center spaclng; Antigonon Ceptopus, 15 gal at 15 ft. c.c.. Temporary Landscape ~d~acent To Undeveloped Parcels. Areas of the site not developed in the initial phase shall be developed as surface parking and shall comply with the following standards. A temporary landscape will be installed in all undeveloped areas. 1. setback Areas - Will be fully planted with turf, trees and ornamental groundcover. 2. Parking Areas - Trees equal in number to one (1) per each ten (10) parking stalls, size: minimum 15 gallon. (These trees shall be arranged in eight and one-half (8-1/2) feet by eighteen (18) feet minimum planting bays surrounded by 6" high curb). 3. Berm - Architectural berm of sufficient height (but no greater than 3 feet) to screen surface parking lots shall be installed along Main Street and Owens Drive. Berm will be fully landscaped, and the size, number and type of planting shall be in accordance with the city's commercial development standards. Turf areas shall not exceed four to one slope. 4. Canopy Trees - Planted informally will supplement streetscape plantings, size: minimum 24" box. Species to be determined. The size, number and spacing shall be in accordance with the city's commercial development standards. 5. Turf Types Shall be consistent throughout project. (Marathon II) 6. Shrubs - Shall be used for screening of parking areas and for special effects at building entries. 7. Special Sculptural Features - Will accent undeveloped parcels, prior to project buildout. 33 General Notes. 9. 10. 11. 12. Ail landscaping shall be maintained in a healthy and attractive condition. Maintenance should be carried out in accordance with established horticulture practices. Irrigation problems must be resolved promptly to assure plant survival. Prior to planting soil must be property prepared to assure plant survival. Textured concrete paving in the short term parking will be sealed for ease of maintenance and protection from vehicle oil leaks. Planter areas in the slab over underground parking will be sealed for water proofing with asphalt coating and a liner. No use of Queen Palms for the project interior areas. No electrical, mechanical or plumbing apparatus shall be located in required setback areas. Vine pockets and/or fenestration shall be provided at all three-story walls of single family attached housing to minimize the blank garage walls. Ail landscaped areas shall be irrigated using an automatic irrigation system. A schematic irrigation system employing pop-up type sprinkler heads, backflow preventer, automatic time clock, and where applicable, a quick coupler adjacent to all trash enclosures shall be provided. On site trees will be spaced in coordination with required existing parkway trees. The development will provide double-staking for all newly planted trees (on and off site). Only low shrubs and/or ground cover shall be planted in landscape areas used for parking overhang. Planting and landscape walls shall be used to screen all appurtenances, such as transformers, meters, trash enclosures, air conditioning units, etc. Phasing of landscape implementation shall be compatible with the construction schedule for the entire project, as per the approved site plan. 34 13. Ail fountains and water features throughout the project shall be plumbed for non-potable "gray water" for conversion when such water is available. 14. A xeriphytic landscaping materials and irrigation design shall be used for this project. In addition, the plant palette shall mirror that of Santiago Park, where the park is adjacent to the project. 35 ORDINANCE NS-2193 PART VI. SIGNAGE A. Intent. Every sign in the Main Street Concourse project will be part of a planned sign program which will be submitted for planning department review and approval in accordance with the criteria set forth in this Plan and Divisions 3 and 4 of Ordinance No. NS-2116 (Sections 41-880 through 41-894 of the Code adopted March 18, 1991). The purpose of this section is to set forth permitted sign types and provide minimum standards for signs within the Main Street Concourse Specific Development Plan. Consequently, this document identifies and specifies those design criteria for the planned sign program which are different than those set forth in the Code. In considering the planned sign program, the provisions of the Plan shall control. The Main Street Concourse project is envisioned as a superior quality urban-style mixed-use complex, architecturally spectacular but commercially restrained. Environmental graphic design will be innovative and attractive but never excessive. Tenant identification on the perimeter of the project (i.e. external signage) will be held to a practical minimum. However, it is critical that the internal signage, particularly the signage along the Concourse, be compatible with the kind of exciting dynamic environment which is intended to be created. For the purposes of this Plan, the "interior" of the Main Street Concourse project is depicted on Exhibit B attached hereto, and incorporated herein. Sign Messaqe Categories. The project sign program shall address the following categories of information: Project and major facilities identification at site entries Tenant identification signage Regulatory vehicular signage Directional vehicular signage Street identification Informational pedestrian signage Directional pedestrian signage Building identification signage Site directories and orientation maps Service signage Parking level and area identification signage Visitor directional and informational signage Building address signage 36 ORDINANCE NS-2193 136 C® Building/site directories Elevator identification and fire/life safety office tenant identification signage Typical door identification signage Restroom and telephone ldentlflcatl n signage Operation information signage Electronic cinema marquee Loading dock information Loading dock numbers Bus and taxi identification Bus and taxi loading and unloading information Construction barricade Fixed Guideway signage (future) Physioal sign Types. Physical classification of project signage will be by the following categories: 2. 3. 4. 5. 6. Freestanding signs. Wall/canopy signs. Projecting signs. Marquee signs. Under canopy/window/hanging signs. Major building identification. General criteria. The following design guidelines generally address the design criteria for the sign program. 1. color and typography of signs will be evaluated on the basis of aesthetics and legibility rather than conformance to strict criteria. 2. intermittent lights, bare bulbs, neon, illusions of motion, or other mechanical movement are acceptable only within the interior of the project, such signage could be used with respect to the theatre, health club, or restaurants. Such signs shall not be visible from the perimeter public right-of-way or the residential development in the project. 3. Well designed pageantry systems consisting of flags and banners, festoons, flag canopies and related displays' will be permitted on the interior of the Main Street Concourse project, provided they are consistent with the overall design of the signage plan, and do not create a safety hazard and do not adversely affect adjacent land uses. 37 The sign program shall acknowledge approval of carefully worded parking garage signage and on-site circulation directional signage for Phase I and Phase II per the EIR and the Ampco parking study. Criteria For Individual Siqn Types. 1. Freestanding Signs· ae Exterior to the Project. The project may incorporate a maximum of seven freestanding double-faced signs which are visible from the exterior of the project, with five signs having a maximum sign face of 60 square feet and a maximum height of 15 feet. There may be a total of two freestanding signs measuring no more than 30 feet high with a 120 square foot face which are visible from the exterior of the project. A free standing sign for each related address, such that the project address shall be located on a sign which can be easily seen from the street. Such freestanding signs need not be placed in planters but may be located along or across a public or private street. b. Interior to the Project. 1. Within the interior of the project, there may be six freestanding signs. Such signs may be for individual tenants, project identification or directions. Interior freestanding signs shall not exceed 7 feet high and 45 sq. ft. maximum sign area. Signs located in the interior shall only be oriented for viewing from the interior. 2. Wall/Canopy Signs. ae Wall signs interior to the project may be placed higher than the second floor on an area where there are three stories of retail and the third story of retail space has a separate third floor access. Ail signs need not replicate a specified shape, design or materials. Diversity will be allowed, provided that the signs relate to each other well even though they are configured differently. Signs within the interior of the project which use mirrors reflecting a direct light source or utilize flashing, blinking or sequence lights may be used provided they do not visually predominate from the ORDINANCE NS-2193 exterior of the project so as to create a safety hazard, or so as to adversely affect adjacent land uses. Projecting signs. a. Within the interior portions of the project, such as along the Concourse, one projecting sign per pedestrian level tenant may be provided. b. The project may provide any number of such signs with mixed types so long as the style of the signs area aesthetically compatible. Projecting signs shall be located no closer than 15 feet from one another. Projecting signs may be located on all stories of retail uses in the project. c. The sign face of each projecting sign shall be compatible with the scale of the space being identified. d. External to the project there may be one major projecting entrance sign for each side of a pedestrian or vehicular entrance. Each such projecting entrance sign may not exceed 24 feet in vertical dimension. Marquee signs. The cineplex may have a major marquee sign at the cineplex entrance. The marquee sign may be large enough to accommodate the informational requirements of the uses being identified, and may employ changeable copy. signs Under Canopies And Marquees. The area of any sign under a canopy or marquee shall not exceed 24 square feet. Such signs shall meet all minimum Building Code height clearances. Major Building Identification Signs. Major building identification signs need not be located at the top story of a building, but should be limited to the top five stories. With respect to letter height, for structures within the Main Street Concourse Plan area with fifteen or more floors, the letters used for major building identification signs will be calculated at 4 inches per floor over 18 floors plus a base allowance of 12 inches. Thus, for the planned 39 ORDINANCE NS-2193 32-story office structure, the height of the letter permitted will be approximately 140 inches. Signs shall not exceed 40% of the width of the signable area. Major building identification signs shall not be permitted on residential buildings. There shall be a maximum of one sign per elevation and four signs per building maximum. Temporary I4entifioation Signs. Sale or Lease Sign: One sign per street not to exceed eighty (80) square feet in area advertising the sale, lease, or hire of the site will be allowed. The sign may be illuminated. The sign may not exceed 16 feet in height. Construction Sign: One sign not to exceed eighty (80) square feet in area denoting the architects, engineers, contractor, brokers, designers and other related subjects will be allowed at commencement of construction. Said sign will be removed within thirty (30) days after issuance of an occupancy permit for the building. The sign may be illuminated. The sign shall not exceed 20 feet in height. Temporary Future Tenant Sign: One sign allowing the identification of future tenants will be allowed. Such signs shall not exceed twenty (20) square feet in area. Submission Of Main Street Concourse Plan Signing Design Program. Project applicant shall submit a planned project sign program for review by the Planning Department in accordance with the standard planning department procedures and this Plan. The following Code provisions have been identified as being incompatible with the overall goals and objectives of the Main Street Concourse Plan and therefore these Code sections shall not be applicable to the sign program for the Main Street Concourse. The relevant Code sections are: *Section 41-860(a) (3) (prohibits moving signs); 41-861(2)-(prohibits flags and banners); 41-862(a)(1)-(limits size of freestanding signs); 41-862(b)(2)-(signage must be in a planter); 41-862(b) (4)-(limits signs near residential uses); 41-862(b)(5)-(spacing limits on freestanding signs); 41-862(c) (2)-(height limits); 4O 41-862(c) (3)-(limits site to one freestanding sign); *41-862(d)(4)-(no mirrors or flashing, blinking, sequenced lights); 41-862(d)(5)-(limits location of project address); .41-863(d) (1)-(4)-(limits on location of wall or canopy signs); 41-863(e) (1)-(all signs consistent in shape, type and materials); 41-863(e) (4)-(no mirrors or flashing, blinking or sequenced lights); 41-864(a)-(limit projecting signs); 41-864(b) (2)-(no projecting sign may be within 50 feet of another); 41-864(b) (3)-(no projecting sign higher than ground level); 41-864(c) (2)-(face of projecting sign shall not exceed 25 sq. ft.); 41-864(c) (4)-(face of projecting sign must be less than 4 feet from wall); 41-864(c) (5)-(face of projecting sign must be less than 7 vertical feet); 41-864(d) (1)-(sign copy may not exceed 50% of sign face); .41-864(d) (3)-(no blinking, flashing, unshielded or sequenced lights); 41-865(b)-(limits on sign face and copy area of marquee signs); 41-865(c)-(limits on dimensions for marquee signs); 41-866(d)-(limits signs under canopy or marquee to 4 sq. ft.); 41-866(e)-(limits letters on signs under canopy or marquee to 8 inches); 41-867(d)-(requires building identification signs to be on top story); 41-867(e)-(letter height limits for building identification signs); 41-868(a) (3)-(sign face limits for residential identification signs); 41-868(a) (4)-(height for residential identification sign cannot exceed 6 feet); 41-868(a) (5)-(width for residential identification sign cannot exceed 8 feet); 41-868(b)-(limits on directory type signs); *41-872(a)-(limits on directional signs); and 41-872(e)-(limits on construction signs). An "*" denotes regulations which are applicable only to the exterior of the project. 41 ORDINANCE NS-2193 PART VII. LIGHTING Street lighting can be used to help unify the Main Street Concourse and add to the "festive" atmosphere being sought. On-site parking lot and building light fixtures may vary from one sub-area to the next but illumination levels shall remain consistent and not compete with street lighting and signage. Appropriate special lighting effects that will be compatible with the overall design concept are encouraged. Street lighting and parking lot parking contribute to the safety and security of the project. Unique lighting fixtures may provide easy identification of the project for motorists. Lighting potentially visible from adjacent property shall be subdued and incorporate cut-off shields or be oriented to the interior of the project. Lighting shall not interfere with vehicular traffic. A. Street Liqhting/Exterlor To The Project. (Public Right-of-Way) Ail street lighting along Main Street, Owens and Lawson shall be of singular design placed at regular intervals, mounted atop concrete or metal standard and installed per City specifications as required. Light standards, poles, and ballards shall be of common design with durable finishes and materials to create unity along the project perimeter, in accordance with the City's commercial development standards. On-Site Parkinq Lot, Pedestrian Liqhtinq, Concourse Drive. Pedestrian scale lighting should illuminate entry ways, courtyards, parking lots and other such areas. Lighting should be used to enhance landscaping and reinforced architecture, with dramatic uplighting or wall shadow effects with plant materials encouraged. Parking lot light fixtures and bollards shall be consistent in styling with the design theme proposed for that sub-area of the project. The use of neon and other specialized lighting effects that would reinforce the attractiveness of the project to pedestrian traffic and incorporate the design theme of the project may be used. The use of white or clear string lighting in trees around outdoor pedestrian areas may be used. 42 Washing large wall areas with light to create shadows from landscape materials may be used. Lighting along the Concourse Drive shall be carried out as part of the unified scheme to help create festive recreational atmosphere. On-Site Buildina Liahtlnq. Service area lighting for large uses shall be contained within service yard boundaries with light sources concealed. Building illumination and architectural lighting will be creative and reinforce the design theme. Indirect wall lighting or "raw wall washing" overhead downlighting, will be utilized throughout the commercial development. In residential areas, warm simple lighting will be employed. These components could include uplighting of building entrances and courtyard trees, subtle soft lighting effects, washing of walls with light from concealed ground sources. In residential areas the use of specialized lighting effects such as neon and internally illuminated signs shall be avoided as shall any blinding, bright or flashy effects. Lighting shall not cast any glare onto adjacent lots and streets outside the perimeters of the Main Street Concourse project in such a manner as to decrease the safety of pedestrian and vehicular movement. Architectural lighting should be used to articulate the particular building design. Required Minimum Maintained Illuminance Levels. Classification Minimum Maintained Horiz. F.C. at Ground Min. Avg. Vert, F.C. 43 ORDINANCE N$-2193 Walkways Adjacent to Roadways 1.0 F.C. 2.2 F.C. 8 feet Intermediate Areas 0.6 F.C. 1.1 F.C. 5 feet Residential Areas 1.0 F.C. 0.5 F.C. 8 feet Walkways Distant to Roadways 1.0 F.C. 0.5 F.C. Open Facility (Parking Lot) 1.0 F.C. 4:1 Covered Facility (Parking Structure) 5.0 F.C. (daytime) (sum of electric + daylight) 4:1 Ramp and Corners 5.0 F.C. (nighttime) 10.0 F.C. (daytime) 44 S-2193 Entrance Areas 50.0 F.C. (daytime) The minimum to average uniformity ratio of illuminance levels on non-residential pathways should not exceed 5:1. In residential areas, a ratio of 10:1 is acceptable. Ail enclosed corridors shall be illuminated to a minimum one (1) footcandle of light. Lighting designs for each phase of development including Photometric footcandle calculations of all parking lots and walkways shall be reviewed by the Police Department of the City of Santa Ana for consistency with this Plan. The use of low-pressure sodium as a lighting source is prohibited. 45 145 O D NANCE NS-2 9 8e PART VIII. OPERATIONAL STANDARDS Unless herein permitted to the contrary, all commercial activity shall be conducted within a building. Ail activity on the site shall be designed, built, operated, and verified in compliance with the mitigation monitoring program of the certified final Environmental Impact Report for this project. Should special assessment, Mello Roos, or other financing be utilized, written disclosure of such financing shall be disclosed in writing to all purchasers and lessees within the project. The following studies reviewed, approved and from time to time modified and approved by the city shall be implemented and maintained throughout the project: Trash operations plan Security plan Shared parking analysis Parking operations plan Ail residential units within the project shall be built subdivided and sold for individual ownership. Ail trash consolidation areas within the project including residential shall be maintained and operated for the recycling of solid waste materials to the satisfaction of the Public Works Agency. The trash pick-up operational plan (letter agreement with the City) shall be incorporated into the CC&R's of the project. In addition, funding for private cart pick-up of trash from the individual townhouses to a central point shall be established prior to building occupancy. Ail circulation and parking operational procedures for the entire project including but not limited to the bollards, securitY gates, loading zones, reverse traffic lanes, parking management, valet and trash pick-up shall be maintained by the project management and included by reference in the CC&R's. 46 e The CC&R's shall include ~visions to prohibit the construction of walls in t~e townhouse four car garage that will disrupt the ability to park resident and guest vehi¢ies in all four spaces. 10. 11. The CC&R's shall prohibit recreational vehicle parking or storage on-site. The CC&R's shall contain provisions to preclude exposed television, ham radio, dish, or other antenna and mechanical equipment. 12. The proposed non-residential parking requirement relief shall not be greater than proportional to phase size no mo~e than a 20% maximum reduction and subject to conditions of a parking reduction variance. Prior to Phase II, the parking requirement may be reexamined at the developers option. The parking requirement as determined through a parking demand study of occupied Phase I, may be readjust (up or down) by the Planning Commission as a condition of Phase II building permit. 47 147 ORDINANCE NS-2193 PART IX. CONCEPTUAL PLAN APPROVAL The city hereby approves these certain conceptual site plans for Main Street Concourse prepared by Johannes Van Tilburg & Partners, approved in the city's Site Plan Review process and illustrated on Exhibit C-1 and C-2 attached hereto (hereinafter the "Conceptual Plan"). Approval(s) of non-material amendments or modifications to the Conceptual Plan or any final Plans approved by the City may be made by the city of Santa Ana Directors of Public Works and Planning. The Owner shall have the right to appeal any adverse decision, first to the Planning Commission and then, if necessary, to the city Council. A "non-material" change shall be a minor site plan alteration in harmony with this Plan and any development agreement which may then affect the property. The Conceptual Plan assumes the eventual acquisition by the developer of the Main Street Concourse project of the Polly's Pie site at the corner of Main and Owens. Consequently: No building permit shall issue for any development of the subject property until one of the following conditions has been satisfied: (1) The developer of the Main Street Concourse Project shall have acquired the Polly's Pies site. (2) The developer of the Main Street Concourse Project shall have entered into an agreement with the Community Redevelopment Agency of the City of Santa Ana whereby the developer agrees to purchase the Polly's Pies site from the Redevelopment Agency if it is acquired by the Redevelopment Agency, and the Redevelopment Agency either shall have acquired title to the Polly's Pies site or shall have obtained a right of possession of that site pursuant to an action in eminent domain. (3) The developer of the Main Street Concourse Project shall have obtained approval by the city (subject to reasonable conditions) of (a) a tentative subdivision map which does not include the Polly's Pies site, and (b) a development plan for the Main Street Concourse Project, in accordance with the zoning regulations applicable to the SD district, which assumes the non-acquisition of the Polly's Pies site by the developer. 48 O~NANCE NS -2193 14 8 Ail Phase II improvements shall be submitted to Site Plan Review and the Planning Commission for review and approval in conformance with this Specific Development and any Development Agreement, tract map conditions, conditional use permit or variance applicable to this site. All material amendments or modifications to the conceptual plan shall be reviewed and approved by the Planning Commission. 49 ZONE II ONE I ZONE IV ZONE III EXHIBIT A LAND USE ZONES MAIN STREET CONCOURSE FOR SHIMIZU AMERICA CORPORATION NTERIOR zoNE EXHIBIT B I_N'l~ikIOR ZONE FOR $IGNAf~ LOCATIONS MAIN STREET CONCOURSE ~'~ '~' ~"~ ~ ~'~'~'~'~'~'~ C A C 0 R P 0 R A TI 0 N FOR sHIMIZU Am~ All SITE PLAN co~co~st EDAW MAIN STREET CONCOURSE FOR SHIMIZU AMERICA CORPORATION A12A EDAV,' EXHIBIT D PHASE II tlLLUSTRATIVE SITE PLAN MAIN STREET CONCOURSE F'OR S~ H~rM i Z II" ,~ M r. r~ J ~. A CORPORATION A3 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza Santa Ana, Ca. ATTN: Clerk of the Council DEVELOPMENT AGREEMENT by and between THE CITY OF SANTA ANA and ORIENT CORPORATION OF AMERICA, DATED: May 3, 1993 INC. 0 0 155.2 3. 4. 5. 6. 9. 10. 11. CONTENTS Binding Effect of Development Agreement. Relationship of the Parties Term o Development Standards and Phasing Processing of Applications and Permits Development Review utility capacity Reservations and Dedications; Subdivision Development Rights . (a) (b) (c) (d) (e) of the Property; Vesting of Development General Statement Existing Developme;t'R~g&l~tions . Exclusion from Definition of Existing Development Regulations Subsequent "Slow/No Growth" Measures . . Rent Control and Condominium Conversion (Office) Contributions by Developer (a) Monorail or other Fixed-GUideWay Station (b) Live Theater (c) Santiago Park Improvements~ · · (d) Neighborhood Traffic Mitigation . EIR Mitigation Measures - (a) Developer's ObligatiOns · (1) Owens Drive Improvements Obligations (2) Main street Improvements . (3) Lawson Way Improvements (4) Signalization (5) Storm Drain Improvements . (6) Transportation Demand Management Program (7) Other EIR Mitigation Measures (b) City's Obligations (c) Cummulative Impacts . (2) Use of Transportation Impact Fees (d) Residential density limitation and Sewer 12. Municipal Financing 3 4 4 5 6 6 7 7 8 8 8 8 9 9 9 10 10 11 13 15 15 15 16 17 17 17 '18 .18 18 18 18 19 19 19 i 153.3 13. 14. 15. ].6. 17. 18. 19. 20° 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. EXHIBITS: No. NO. 2 No. 3 Subsequent Environmental Review Assignment . Periodic Review of Compliance Amendment or Cancellation Supersession of Development Agreement by changes in State or Federal Law Enforced Delay and Extension of Times of Performance Notices Default and Remedies Estoppel Certificate Recordation of Agreement Severability Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders Right to Cure Cooperation in the Event of Legal Challenge Enforceability of Agreement Cooperation; Execution of Documents Justifiable Reliance . Entire Agreement; Waivers Effective Date . Rules of Construction; Section Headings Time of the Essence Counterparts . Legal Description of the Property Map of the Property Phases of Development 20 21 22 23 23 23 24 24 25 26 26 26 27 28 28 28 29 29 29 29 3O © ii D~v~LOPM~'NT AGREEMENT BY AND B~Tw~EN THE CITY OF SANTA ANA AND ORIENT CORPORATION OF AM~w,ICA, INC. THIS DEVELOPMENT AGREEMENT ("Development Agreement") is made and entered into this 3rd day of May , 1993, by and between the CITY OF SANTA ANA, a municipal corporation organized and existing under the laws of the State of California ("city"), and ORIENT CORPORATION OF AMERICA, INC~ a California corporation ("Developer"). c~0~/~/~ RECITALS A. California Government Code Sections 65864 et seq. provide that the legislative body of a city may enter into a development agreement for the development of real property in order to, among other things: (i) vest certain rights in the developer; (ii) provide certainty in the approval of development projects in order to avoid the waste of resources; (iii) encourage investment in and commitment to comprehensive planning which will make maximum efficient utilization of resources at the least economic cost to the public; (iv) strengthen the public planning process and encourage private participation in comprehensive planning; and (v) reduce the economic costs of development by providing assurances to the developer that the developer may proceed with its projects in accordance with existing policies, rules, and regulations. B. Pursuant to California Government Code Section 65865, the city has adopted its Resolution No. 82-92, establishing procedures and requirements for the approval of development agreements. Developer has applied to city pursuant to California Government Code Sections 65864-65869.5, and pursuant to said Resolution for approval of the Development Agreement set forth herein. C. The City desires to enter into this Development Agreement with the Developer in order to facilitate the development of certain property (the "Property") known as "Main Street Concourse" (the "Development"), more fully described in Exhibit "A" and shown on the map set forth on Exhibit "B", both attached hereto. Such development shall be in accordance with (i) the Specific Development Plan No. 59 , adopted by the same ordinance by which this Development Agreement was approved by the City and on file with the City Clerk and incorporated herein by reference (the "Plan"), and (ii) Existing Development Regulations (as defined below). The City has given notice of its intention to adopt this proposed Development Agreement, has conducted public hearings thereon pursuant to Government Code Section 65867, and city's Resolution No. 82-98 and has found that the provisions of this Development Agreement and its purposes are consistent with the objectives, policies, general land uses and programs specified in the city's General Plan, the Plan, and Existing Development Regulations. In connection with its approval of the Development, a Final Environmental Impact Report ("EIR") was prepared and certified by the City Council on April 19 , 1993. Vesting Tentative Map No. 14408 (authorized pursuant to Government Code Section 66498.1 et seq.), designed for multiple phased final maps (authorized pursuant to Government Code Section 66456.1) was approved by the City on April 19 , 1993 (the "Map"). The Plan, the Map, and all other discretionary land use approvals granted by the City prior to the Effective Date (as hereinafter defined) of this Development Agreement are collectively referred to herein as the "Approvals." D. Development of the Property, which is a largely vacant area almost totally lacking in required infrastructure improvements, requires the construction of substantial public improvements in various phases, many of which improvements will benefit both the Development and surrounding areas. Certain development risks and uncertainties associated with the long term nature of the Development, including the cost of the portion of these public improvements, could discourage and deter Developer from making the long term commitments necessary to fully develop the Property; therefore, the parties desire to enter into this Development Agreement in order to reduce or eliminate uncertainties to such development over which the City has control. E. This Development Agreement will assist in achieving the city's goal of ensuring development of a vital and visually exciting project of the highest quality architecture. As permitted by law, the City and the Developer desire to use this Development Agreement to establish high quality design and development standards for the entire build-out period of the Development, including all phases thereof, the permitted uses for the Develop- ment, and to identify the scope of public infrastructure improve- ments to be required for and as a result of, the Development. F. The City recognizes that Developer may sustain substantial losses if the city were to default in its obligations herein undertaken, including the substantial investment made by Developer to plan the Development. G. The city, by electing to enter into contractual agreements such as this one, acknowledges that the obligations of city shall survive beyond the term or terms of the present city Council members, that such action will serve to bind the City and future City Councils to the obligations thereby undertaken, and this Development Agreement might limit the future exercise of certain governmental and proprietary powers of the City. By approving this Development Agreement, the city Council has elected '153.& to exercise certain governmental powers at the time of entering into this Development Agreement rather than deferring its actions to some undetermined future date. The terms and conditions of this .Development Agreement have undergone extensive review by the neighboring community, the City Planning staff, the Planning Commission and the City Council and have been found to be fair, just and reasonable, and the City has concluded that the pursuit of the Development will serve the best interests of its citizens and the public health, safety and welfare will be best served by entering into this obligation. City acknowledges that Developer would not consider or engage in the Development without the assurances of development entitlement which this Development Agreement is designed to provide. H. The mutual undertakings, assurances, and covenants provided for in this Development Agreement provide public benefits to the city and its residents, including the promotion of compre- hensive planning, private and public cooperation and participation in the provision of public benefits, the increase in the City'tax revenues from the Development, and the effective and efficient development of public facilities and infrastructure supporting the Development which was contemplated and promoted by Government Code Sections 65864 et seq. I. This Development Agreement will promote and encourage the development of the Property by providing the Developer and its creditors with a greater degree of certainty of the Developer's ability to expeditiously and economically complete the development effort, and the parties agree that the consider- ation to be received by the City pursuant to this Development Agreement and the rights secured to the Developer hereunder constitute sufficient consideration to support the covenants and agreements of the City and the Developer. By entering into this Development Agreement, city desires to vest in Developer, to the fullest extent possible under the law, the development entitlements specified herein in order to promote the completion of the Development. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties do hereby agree as follows: 1. Binding Effect of Development Agreement. This Development Agreement pertains to the Property as described in Exhibit "A", provided, however, that with regard to any portion of the Property as to which the Developer does not have a legal or equitable interest on the date of this Development Agreement, this Development Agreement shall apply to such portion only if and when the Developer acquires such an interest in such portion. The burdens of the Development Agreement are binding upon, and the benefits of the Development Agreement inure to all successors in interest of the parties to the Development Agreement, .and constitute covenants which run with the Property, and in order to provide continued notice thereof, this Development Agreement will be recorded by the parties. The assurances provided to Developer in this Development Agreement are provided pursuant to and as contemplated by Govern- ment Code Sections 65864 et seq., and in consideration for the undertakings of Developer as set forth in this Development Agreement, and are intended by the City to be and have been relied upon by Developer to its detriment in undertaking the obligations and covenants provided in this Development Agreement and in expending monies and making improvements pursuant to this Develop- ment Agreement. The parties agree that the consideration to be received by the City pursuant to this Development Agreement and the rights secured to Developer hereunder constitute sufficient consideration to support the covenants and agreements of the City and Developer. Relationship of the Parties. It is hereby specifically understood and acknowledged that the Development is a private project and that neither the City nor Developer will be deemed to be the agent of the other for any purpose whatsoever. City and Developer and its successors and assigns mutually deny any intention to form a joint venture or partnership between city and Developer, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making the city and Developer, or its successors and assigns, joint venturers or partners. 3. TO~L'~. (a) Unless the term is otherwise modified or extended by the parties as set forth in this Development Agreement, the term ("Term") of this Development Agreement is twenty (20) years from the Effective Date (defined below), subject to earlier termination as hereinafter provided. (b) Pursuant to Section 66452.6(a) of the California Subdivision Map Act, the Map, including any lot line adjustment or merger of lots (or any other tentative map filed subsequent to the Effective Date of this Agreement), shall also be extended for a period equal to the period this Development Agreement remains in effect. (c) Notwithstanding subsections (a) or (b) hereof, if, at the end of the original or modified term, the Property is in the process of being developed, the term of this Development Agreement © 0 © © 4 shell be further extended until such construction in process is completed, not to exceed an additional three years after expiration of the original or modified term. (d) The termination of this Development Agreement shall not affect any right or duty arising independently from entitle- ments to use issued by City or other land use approvals approved concurrently with or subsequent to the approval of this Development Agreement. (e) Upon the expiration or termination of this Develop- ment Agreement for any reason, the City end Developer and its successors and assigns agree to cooperate and execute any document reasonably requested by the other party to remove this Development Agreement from the public records as to the property or any applicable portion thereof. 4. Development Standards end Phasing. In connection with the development of the Property by the Developer, the City hereby agrees that the permitted uses of the Property, density of use, intensity of use, maximum height and size of proposed buildings shall be those set forth in the Plan. The type, level and phasing of proposed development for the Property is set forth in Exhibit C, attached hereto and incorporated herein. Prior to the issuance of a certificate of occupancy for any residential building on the Property, the Developer shall have: (i) secured building permits for all buildings stated in Exhibit C to comprise the nonresidential portion of Phase I of the development of the Property (the "Phase Nonresidential portion"), to not less than the minimum square footage for such buildings nor more than the maximum square footage for such buildings, as set forth in said Exhibit C; (ii) provided the City with a certificate from the Developer that financing (including but not limited to owner financing) is available with respect to the Phase I Nonresidential portion, such certificate to be accompa- nied by customary documentation of the availability of funds, including letters from any lenders and investors in the customary form used by lenders and investors'in similar projects in southern California to express their willingness to finance the Phase I Nonresidential portion; and (iii) commenced construction of the Phase I Nonresidential Portion at least to the extent that the poured foundation of all buildings shall have been completed. The City's Executive Director of Planning and Building shall, upon 5 request of Developer, issue whatever documentation may be required to evidence Developer's satisfaction of the aforesaid condition. Except as provided hereinabove, the Developer may draw building .permits for any part of Phase I of the Development of the Property at Developer's discretion. The ultimate order and timing of Phase II of the development of the Property shall be left to the discretion of the Developer. Subject only to the aforesaid condition on Phase I of the Development and to the requirements for a live performance theater in Section 10 of this Agreement, the Developer may determine to build all or none or only a portion of the Development, and at density less than the maximum density allowed in the Plan. In the event that the total square footage of nonresidential buildings in Phase I, as finally constructed, is less than the maximum square footage allowed for nonresidential buildings in Phase I by Exhibit C, the maximum square footage allowed in Exhibit C for nonresidential buildings in Phase II shall be increased by the amount of the difference. 5. Processing of Applications and Permits. The City will accept and process, review and grant, without undue delay, all applications for grading permits, building permits, land use approvals, final site plans, tentative maps, parcel maps, final maps, resubdivisions, map amendments, lot line adjustments, encroachment permits, sewer and water connection permits, business licenses, temporary and permanent certificates of occupancy, or other entitlements or permits with respect to the development and the use of the Property which are in conformity with this Development Agreement, the Approvals, the Existing Development Regulations, and other applicable requlations. Throughout the term of this Development Agreement, Developer shall have the right, at its election and without risk to the entitle- ments vested by the Development Agreement, to apply for revisions to any approved site plan for the Development, and such applica- tions shall be reviewed as set forth in this Section 5 and in Section 6 of this Agreement. It is understood by the parties to this Development Agreement that pursuant to existing law, develop- ment review approvals shall not remain valid for the term of this Development Agreement, but only for the term of such development review approvals. Accordingly, throughout the term of this Development Agreement, the Developer shall have the right, at its election, to file new development review applications on portions of the Development where any previously approved development review approvals have expired. Any new development review applications filed for the Development shall be r~viewed in accordance with this Section 5 and in Section 6 of this Agreement. 6. Development Review. Nothing set forth herein shall impair or interfere with the right of the City to require the processing of building permits as required by law and to conduct its development review of any 6 0 0 153.1o specific improvements proposed for the Development pursuant to the applicable provisions of Chapter 41 of the City's Municipal Code; provided, however, no such review shall authorize or permit the .City to impose any condition and/or withhold approval to any proposed building the result of which would be inconsistent with any term or provision of this Development Agreement or the Approvals. In the event the Developer requests any density conversion or changes to the conceptual site plan approved for the Development as part of the Plan, the City may impose conditions on its approval of such request which, in the reasonable and good faith judgment of the City, are designed to mitigate or avoid new or increased adverse effects which might otherwise occur because of the conversion or change. It is further agreed that City in all events shall promptly provide in writing clear reasons for any disapproval in the event that the City disapproves any building as proposed. 7. Utilit~ oapacity. It is hereby agreed that City will not undertake any act or neglect to perform any act or duty which would impair or inhibit Developer*s receipt of water, sewer service or storm drain, the fees for which Developer has paid or is willing to pay to City for such service. The City hereby represents that it currently has, or will have, sufficient sewer, water and storm drain capacity for the entire development of the Property. Reservations and Dadioations~ subdivision. It is hereby further understood and agreed that no reserva- tions or dedications of land will be required by the city during the Term (as herein defined) except as part of the conditions imposed in connection with the approval of the Map, or as otherwise agreed to in writing by the city and Developer, except that, (a) in the event the City installs traffic signals at an intersection adjacent to the Property, Developer agrees to provide the city with an easement for the installation of underground traffic signal appurtenances, if it is necessary for such appurtenances to encroach into the Property, or (b) in the event that Developer applies for a revised site plan for the Development which reasonably requires the relocation of turn-lane right-of-way indentations into the Property, the city may condition ite approval of such revised site plan on the dedication of such new right-of- way indentations. Nothing herein shall be construed to limit the City's power of eminent domain. The City agrees, upon application by the Developer, to allow for a resubdivision of the Property or the modification of the boundary lines between proposed phases or parcels of development pursuant to a lot line adjustment, provided Developer complies with the Subdivision Map Act and City procedures adopted pursuant to that Act. The City agrees not to impose any new or additional requirements or conditions upon any such resubdivision or lot line adjustment, other than those imposed upon 7 -,, 153.1J the Map, except to the extent that such new requirements or conditions are necessitated by the new location of the lot lines because of Building Code requirements or other requirements of law. ~. Development of the Propsrty; Vesting of Devslopmsnt Rights. (a) Oenerel at&t~aent. Notwithstanding any subsequent changes to the General Plan, the Plan, the Redevelopment Plan, the Zoning of the Property, or any other change affecting the development or use of the Property, including without limitation any changes imposed by any initiative approved by the voters, and except as specifically set forth herein, Developer shall have the vested right to proceed with the development of the Property in accordance with the Approvals and all Existing Development Regulations, as defined below. As a material inducement to the Developer and its lenders to continue its diligence to promote the development of the Property, the City desires to cause all development rights which may be required to develop the Property to completion with buildings and related improvements consistent with the Approvals, to be deemed vested as of the date of this Development Agreement and to be free of all discretionary rights of the City, except as herein provided. Notwithstanding the foregoing, nothing set forth in this Develop- ment Agreement shall be deemed to require Developer to complete the Development. (b) Existing Davslopmsnt RsgUlations. In accordance with the terms of Government Code Section 65866, the city and the Developer agree that the ordinances, rules, regulations and official policies of the City, including the Plan (collectively, the "Existing Development Regulations") in effect as of the date of this Development Agreement governing the design, density, height, permitted land uses, timing and phasing, and other improvement and construction standards applicable to the Develop- ment shall govern during the Term of this Development Agreement. Except as otherwise provided in this Development Agreement, without Developer's written approval, no amendment to or revision of, or addition to any of the Existing Development Regulations or the Plan, whether adopted or approved by the City Council or any office, board, commission or other Agency of the City, or by the people of the city through charter amendment or initiative measure, shall be effective or enforceable by the city with respect to the Development, its design, grading, construction, remodeling, use or occupancy, or schedule of development. (o) Exclusion from Dsfinition of Existing Dsvalopmsnt agulations. As used herein, Existing Development Regulations shall not 8 J.53,/z include municipal laws and regulations which do not interfere with Developer's vested rights to develop and use the Property in accordance with the Approvals. Developer and its successors and .assigns and all persons and entities in occupation of any portion of the Property shall comply with such non-conflicting laws and regulations as may from time to time be enacted or amended hereafter. Specifically, but without limitation on the foregoing, such non-conflicting laws and regulations include the following: (1) Taxes, assessments, fees and charges, except as otherwise specifically provided in this Development Agreement; (2) Building, electrical, mechanical, fire and simi'lsr codes based upon uniform codes incorporated by reference into the Santa Aha Municipal Code; (3) Laws, including zoning code provisions, which regulate the manner in which business activities may be conducted or which prohibit any particular type of business activity on a city-wide basis; and (4) Procedural rules of general City-wide application. (d) subsequent "Blow/No Growth" Measures. In furtherance of clauses (a) and (b), above, the City and Developer specifically agree that any subsequently enacted initiatives, referendums, or amendments to the City's General Plan and/or Zoning Code which contain "slow/no growth" measures or which by their terms are intended to, or by operation have such effect, including but not limited to measures governing the timing or sequence of growth, shall have no application to the Development. Notwithstanding any such measures, the mitigation measures required for the Development are limited to those established by this Development Agreement. (e) Rent Control and Condominium Conversion (Office). During the Term of this Development Agreement, any ordinance, regulation, or condition which would (i) directly or indirectly artificially control or otherwise restrict commercial or office rents charged within the Development or (ii) apply directly or indirectly to the conversion of office rental units to office condominiums within the Development, shall not be applicable to the Development. 10. Contributions by Developer. In consideration of the City entering into this Develop- ment Agreement, Developer has agreed to provide certain contribu- tions with respect to improving the Property and the general area 9 surrounding the Property which contributions will have an overall benefit to the entire city of Santa Ana. These contributions exceed the level of mitigation otherwise required by the EIR and are being .provided in exchange for the benefits provided by the City to Developer under this Development Agreement. These contributions are ss follows: (a) Monorail or other Fixed-Guidewey Rail Transit station. Developer agrees to grant' an easement for the purpose of locating a future monorail or other fixed-guideway rail transit station on the Property, such grant to be to either the City or to such entity as may have jurisdiction over the passenger stations serving such a future fixed-guideway transit system and to be without cost to the grantee, provided the following conditions are satisfied: (1) The development of the fixed-guideway transit systemhas progressed to the stage where the construction of stations servicing the system is appropriate. (2) The fixed-guideway transit system is so designed as to be serviceable by a transit station on the Property. (3) A suitable site for the construction of a transit station in a timely manner and without excessive cost (in comparison with possible alternative locations) exists on the Property. (4) Mutually acceptable easement and construction agreements pertaining to a transit station on the Property are entered into between the Developer and the City or other entity having jurisdiction over transit stations servic- ing the fixed-guideway system. (h) Live Theater. The Developer will construct a theater designed for live theatrical perfomances. The live performance theater may be provided as a component of the 1,500-seat cinema complex (in which case the theater may be (i) dual use, allowing for both cinema use and live theatrical performances, or (ii) dedicated solely to live theatrical performances) or, in the alternative, the live perfor- mance theater may be provided in a stand-alone structure utilized solely for live theatrical performances. In any case, the cinema complex and the live performance theater shall contain no more than 1,500 seats in the aggregate. The minimum contribution required by Developer with respect to the live performance theater, including physical improvements necessary to accommodate live performance such as the installation of special lighting, stage facilities, seating, showers, dress%ng rooms, offices, storage, and elevators 10 153. # for the transportation of stage equipment, shall be $1,000,000. Any expenditure of funds beyond $1,000,000 shall be at the discretion of the Developer. The live performance theater shall .satisfy the following standards: It shall have its own main entrance doors with a foyer inside the main entrance. (2) It shall have not less than 150 nor more than 300 seats. (3) The seats shall be oriented across the length rather than the narrower width of the theater space. (4) If a dual-use theater is constructed, it shall have a retractable cinema screen at the rear of a partial thrust stage. (5) It shall have side stage access from small holding areas. (6) It shall have dressing rooms which include restrooms. (7) It shall have a prop storage room. (8) It shall have a basic sound and lighting system with expansion capabilities. No certificate of occupancy shall be issued for any nonresidential building on the Property until construction of the live performance theater has been completed. The Developer shall make a good faith effort to assure that the live performance theater shall be used for live theatrical performances by groups affiliated with the Santa Aha Council of Arts and Culture or such other organization of Santa Ana-based theatrical groups as may be approved by resolution of the City Council of the city for purposes of this Agreement, to the extent this can be done without the payment by Developer of any rental or operating subsidies. In this regard, it is understood that all tenants of the live performance theater will be expected to pay fair market rent on a net lease basis plus all taxes and operating costs. As used herein, "theatrical" is not limited to plays, but also includes other live, on-stage performances. (o) Santiago Park Improvements. The Developer shall contribute a maximum of Three Million Two Hundred Thirty Thousand Dollars ($3,230,000) to the city for the improvement of Santiago Park. The City shall work with the community residents in determining the appropriate allocation of these funds for necessary or desirable park improvements, provided that all funds must be expended on park improvements (but not operation and maintenance). Subject to approval by the City after 11 - 153.15 consultation with community residents, the anticipated park improvements may include, but are not limited to= installation of an automatic irrigation system; renovation of the existing .landscaping; renovation of walkways, picnic facilities and shelters; renovation of jogging course, exercise station and eignage; renovation of sand lot and play equipment; renovation of the ball field area and backstop; provision of new and improved park signage; improvements to the security lighting at the key locations; installation of pedestrian improvements; facilitation of access to the Property from Santiago Park; and installation and restoration of a creek recirculation system. The contribution towards Santiago Park shall be paid at the rate of one dollar sixty-four cents ($1.64) per square foot for each square foot of development. This corresponds to One Million Four Hundred Seventy Two Thousand Eight Hundred Eighty Dollars ($1,472,880) for Phase I, and an additional One Million Seven Hun- dred Fifty Seven Thousand One Hundred Twenty Dollars ($1,757,120) for Phase II, assuming Phase II is built to its maximum allowable development. As used herein, "Phase I" and "Phase II" refer to the phases set forth in Exhibit C of this Agreement. Payments shall be made as follows: (a) (b) For Phase I: Payments shall be made as a condition to the issuance of each building permit and shall be based on the square footage of the development for which the permit is issued. For Phase II: Payments shall be due in the same manner as for Phase I, except that a payment or payments in the total amount of $1,250,000 must be made as a condition to the issuance of the first certificate of occupancy. To the extent such payment exceeds the amount due based on the square footage of the development for which building permits have been issued, it shall be a nonrefundable credit on the payments that would otherwise be due for the issuance of future building permits. The City agrees that, as to each payment made by Developer pursuant to this Subsection (c), the City shall expend such money for Santiago Park improvements within five (5) years of receipt, or, if it fails to do so, refund the unexpended portion to Developer upon demand. If the City has incurred an enforceable obligation to pay funds to a contractor for such improvements, such funds shall be deemed expended for purposes of this section. It is understood and agreed by the parties hereto that the contribution made by Developer under this subsection (c) is in addition to any tax or fee imposed by the City on residential development for the acquisition and development of parks in the city. 12 153, (d) Neighborhood Traffic #it~qation. Although the EIR prepared for the Development concludes that there will be no adverse impact on the adjacent residential 'neighborhoods commonly known as Parker Batavia, Northeast, Northwest and Floral Park (the "Neighborhoods"), the Developer and the City acknowledge that existing traffic modeling methodology cannot predict with absolute certainty that there will be no impacts on the Neighborhoods. Accordingly, the Developer agrees as follows: (1) Prior to the issuance of any building permit for the first phase of the Development, the Developer will deposit with the City $20,000, to be used by the City for. a traffic study or studies by city staff or by a traffic consultant or consultants selected by the City, which study or studies will: (i) create an "existing conditions database" describing traffic conditions existing in the Neighborhoods after completion of the I-5 Improvements but before initial occupancy of the first phase; (ii) entail average daily trip counts, turning movement counts, speed surveys and license plate surveys, as determined appropriate by the City; and (iii) at the City's election, evaluate the effectiveness and continued need for the traffic control measures implemented as part of the I-5 Improvements. Any portion of the amount of the said $20,000 deposit which is not expended for the abovesaid study shall be refunded to the Developer. (2) Prior to the issuance of the first building permit for any nonresidential building in Phase I of the Development, the Developer agrees to deposit with the City $50,000, to be used by the City for an additional traffic study or studies by city staff or by a traffic consultant or consultants selected by the City, which study or studies will identify traffic impacts in the Neighborhoods, if any, attributable to Phase I of the Development. Any portion of the said $50,000 deposit which is not expended for Phase I traffic studies will be refunded to the Developer. (3) Prior to the issuance of a building permit for any building in Phase II of the Development, the Developer agrees to deposit with the city an additional $50,000, to be used by the City for an additional traffic study or studies by City staff or by a traffic consultant or 13 consultants selected by the City, which study will identify additional traffic impacts in the Neighborhoods, if any, attributable to development occurring during Phase II of the Development. If any traffic study done pursuant to paraqraDhs (2) or (3) identifies traffic intrusion into the Neighborhoods attributable to the Development, the study sba11 also develop suitable mitigation measures which could alleviate the identified adverse traffic impacts in the Neighborhoods. With regard to any such traffic study, Developer shall be provided the opportunity to review and comment on the findings and recommendations contained within it prior to any determination by the City to implement those findings and recommendations. The Developer agrees to contribute a maximum total amount of $750,000 for the implementation, construction and/or completion of the mitigation measures identified in the abovesaid studies, subject to the following terms and conditions: (a) Any such mitigation measure to be funded by the Developer must be approved by the city of Santa Aha, if located in the city of Santa Ana, or by the city of Orange, if located within the City of Orange. Each city shall have complete discretion to determine whether a mitigation measure within its jurisdiction has adequate resident support and is otherwise warranted. (b) Any such corrective measures must be selected and approved in accordance with subsection (a) above, not later than the date occurring ten (10) years following (i) the completion of Phase II of the Development, or (ii) the end of the Term specified in Section 3 of this Development Agreement (without regard to any termination of this Agreement earlier than the end of said Term), whichever first occurs. (c) The issuance of building permits, certificates of occupancy and/or licenses and permits necessary -to initiate and complete the construction of the Development in accordance with the Plan shall not be in any manner denied, delayed or conditioned due to any impact identi- fied in the traffic studies and/or the failure of the City or the city of Orange to agree to or implement any corrective measures identified in the studies, provided Developer has deposited funds as required by this subsection. (d) To secure its obligations hereunder, prior to the issuance of a certificate of occupancy for the first office building in Phase I of the Development, the Developer shall deposit $750,000 with the City, to be 14 0 ,1'53.{8 used solely to fund mitigation measures which have been identified in any traffic study pursuant to this subsection and which have been approved and agreed to in accordance with paragraph (a) hereof. (e) To the extent the City of Santa And has not agreed on how to allocate or implement the traffic mitigation measures identified in any study done pursuant to this subsection and approved such mitigation measures in accordance with paragraph (a) hereinabove within the time period specified in paragraph (b) hereinabove, the City shall promptly refund any of the deposit made by developer pursuant to paragraph (d) in excess of amounts which have been allocated and approved. (f) The use of the Developer's deposit to fund mitigation measures in the City of Orange shall be by agreement between the cities of 'Santa And and Orange, using funds deposited with the City of Santa And by the Develdper pursuant to this subsection. The City of Santa Aha shall be responsible for assuring that use of such funds in the City of Orange is subject to paragraph (e) hereinabove and shall be liable to Developer for the refund due Developer under that paragraph regardless of any transfer of any portion of such funds from the City of Santa And to the City of Orange. It is understood and agreed that $250,000 of the deposit made by Developer pursuant to paragraph (d) may be used for traffic mitigation measures located in either the City of Santa And or the City of Orange, and that the balance of the deposit made pursuant to paragraph (d) shall be used solely for mitigation measures located in the City of Santa And. The City shall immediately upon receipt of any payment from Developer pursuant to this section, place the funds paid in a trust fund account established for the purpose for which the payment was made. The City shall invest such funds in such investments as it shall, in its sole discretion, determine. All investment earnings on funds in the trust fund account shall accrue to that account and be subject to the same limitations as the principal amount of the desposit. City agrees to maintain separate accounting records for the use of the monies paid to it hereunder. Mitigation Measures. (e) Developer's Obligations. (1). Owens Drive Improvements and sewer Obligations. The Developer's obligations with respect to the widening of Owens Drive and with respect to the installation of new sewer lines serving the Development shall be as set forth in that certain 15 Construction Funding Agreement, dated April 6, 1992, between the city and the Developer; provided, however, that: (i) In the event funds deposited with the City for the 'Developer's share of the cost of the Owens Drive widening are refunded to the Developer pursuant tot he said Construction Funding Agreement, the Development shall' not proceed until alternative provision for the Developer's participation in the costs of the widening of Owens Drive is agreed upon in writing by the City and the Developer. (ii) In the event funds deposited with the City for the Developer's share of the cost of the .Memory Lane Interceptor Sewer Pro]ect" are refunded to the Developer pursuant to the said Construction Funding Agreement, the Development shall not proceed until alternative provision for the Developer's participation in the costs of the installation of new sewer improvements serving the Development is agreed upon in writing by the City and the Develop- er. It is stipulated and agreed by the parties hereto that the Developer's payment of the. Developer's share of the cost of the "Memory Lane Interceptor Sewer Project" pursuant to the said Construction Funding Agreement is the sole and complete charge to be imposed on the Developer for sewer improvements as a condition of construction of the Development. In particular, the Developer shall not be required to pay the sewer connection fee established by section 39-53 of the Santa Aha Municipal Code or the Memory Lane Interceptor Sewer development fee established by section 39-82 of the Santa Aha Municipal Code as a condition of construction of the Development or any part thereof. (2) Main street Improvements. It shal% be the obligation and responsibility of the Developer to design, bid, construct certain improvements and dedicate certain right of way easements along Main street as more specifically described in the conditions of approval of the Map ("Main Street Improvements"). Developer agrees that all such construction of the Main Street Improvements will be completed prior to May, 1993 (except for such portion thereof as is not located on land owned by either the Developer, the City, or the Community Redevelopment Agency of the City of Santa Ana), or else that the construction of the Main Street Improvements must be delayed until following the reopening of the Main Street bridge over the I-5 (Santa Ana) Freeway after the widening of that freeway at that point by the State Department of Transportation. In this regard, it is understood that the completion of the construction of the Main Street improvements is a condition precedent to the issuance of building permits for the Development or any portion thereof. 16 ,153.Zo The City agrees not to issue any permit to any person other than Developer for a bus shelter in the Main Street sidewalk adjacent to the Property, except in either of the following circumstances: (a) The Developer has not installed a bus shelter, either in the Main Street sidewalk adjacent to the Property or on the Property adjacent to such sidewalk, within one (1) year after the date of this Agreement; (b) The Developer has removed the previously constructed bus shelter as part of the reconstruction of the Main Street sidewalk at the time Developer proceeds with Phase II of the Development and has failed to construct a new bus shelter, either in the Main Street sidewalk adjacent to the Property or on the Property adjacent to such sidewalk, at the time Developer completes such sidewalk reconstruction. Any bus shelter constructed by Developer in the sidewalk adjacent to the Property shall comply with City standards for bus shelters in the public right-of-way in effect at such time. (3) Lawson Way Improvements. It shall be the obligation and responsibility of Developer to design, bid and construct certain street improvements to and along Lawson Way as more particularly specified in the conditions of approval of the Map ("Lawson Way Improvements"). Developer's construction of the Lawson Way Improvements shall occur concurrently with the construction of Phase I development. (4) Signalization. The Developer shall be responsible for the design, and/or construction and/or reconstruction of traffic signals and bear the cost with respect thereto, all in accordance with and as more specifically set forth in the conditions of approval of the Map. (5) Storm Drain Improvements. The Developer shall design, bid, construct (in coordina- tion with the Owens Drive Improvements) and bear the expense of the construction of storm drain improvements to handle drainage and water runoff from the Property in accordance with and subject to the terms of the conditions of approval of the Map. The Developer shall receive full credit against any drainage assessment fee imposed on the Development. 17 (6) ~ransportation Demand Management Program. The Developer agrees to comply with the Transportation Management regulations set forth in Article XIII of chapter 36 of 'the Santa Aha Municipal code, including, but not limited to, the requirement to obtain City approval of a TDM strategy plan concurrently with City approval of the Development and the requirement to obtain city approval of a TDM program prior to occupancy of the first nonresidential building in the Development. (7) Other BIR Mitigation Measures. Subject to the provisions of subsection (c) of this section, theDeveloper agrees to comply with the other mitigation measures for the Development set forth in the final EIR and determined feasible to implement by the City in connection with approval of the Development. To the extent that Developer develops the Development, Developer hereby agrees to implement the various mitigation measures, at such phase of development as required to be implemented by Developer in the mitigation monitoring program of the EIR. It is understood and agreed that the costs of implement- ing the mitigation measures are to be borne by Developer unless otherwise stated in this Development Agreement or in the mitigation monitoring program of the EIR, subject to such reimbursements to Developer,if any, as are provided for in this Development Agreement or as may be otherwise agreed to by the city. (b) City's Obligations. Subject to the provisions of paragraph (1) of subsection (a) of this section, the Cityts obligations with respect to the widening of Owens Drive and with respect to the installation of new sewer lines serving the Development shall be as set forth in that certain Construction Funding Agreement, dated April 6, 1992, between the City and the Developer. (c) Cummulative Impacts. (1) Payment of Transportation Zmpaot Fees. In accordance with Santa Ana Municipal Code Section 8-44, which provides for the payment of transportation system improvement development fees on an area-wide basis, the Developer agrees that the Developer shall pay such "Transportation System Improvement Fees." It is understood that the Transportation System Improvement Fees which are paid in the area in which the Property is located are administered by a joint powers agency between the cities of Santa Ana and Orange, entitled the Transportation System Improve- ment Authority, which was established to provide for transportation system improvements located within, or benefitting, an area consisting partly of territory of the City of Santa Aha and partly of territory of the City of Orange. To the extent that bond sale 18 0 0 153.22 revenues are allocated to the Transportation Improvement Authority pursuant to that certain "Cooperation Agreement, City of Santa Ana Community Facilities District No. 92-1 (Main Street Councourse .Public Improvements)," dated September 8, 1992, between the City and the Transportation System Improvement Authority, such alloca- tion shall constitute the advance payment of transportation system improvement development fees by the Developer for purposes of this Agreement in accordance with the said Cooperation Agreement. (2) USO of Transportation Impoot Foes. It is understood that the costs of implementation of the cumulative mitigation measures which have been identified in the EIR for the Development are to be paid by Transportation System Improvement fees which are paid by Developer and by developers of other development projects which are within the area which is the responsibility and jurisdiction of the Transportation System Improvement Authority, a joint powers agency of the City of Santa Aaa and the City of Orange. In the event the regional public improvements contemplated as cumulative mitigation measures in the EIR are not completed, the City agrees that it will not withhold or delay the processing or granting of any-apPlications, permits or approvals, including without limitation building permits or certificates of occupancy, so long as the Developer has otherwise satisfied its obligations under this Development Agreement as they relate to the particular portion of the Development for which the application, permits or approvals are being sought. (d) Residential density limitation. In order to assure that the residential units included in the Development do not become so densely populated as to impose an unreasonable burden on the public infrastructure in the area of the Development, Developer agrees to assure that the Covenants, Conditions, and Restrictions pertaining to occupancy of such dwel- ling units contain a standard limiting the number of persons who are allowed to occupy each such dwelling unit at any given time. Such standard shall not be less restrictive than the following: for the first two (2) occupants of any dwelling unit, there shall be at least one hundred fifty (150) square feet of net floor space; there shall be at least one hundred (100) square feet of net floor space for every additional occupant thereafter; 'with fractional quotients to be raised to the next highest integer. As used herein, '"net floor space" means the total number of square feet of floor space in a dwelling unit based upon that dwelling unit's interior dimensions, excluding stairwells, halls, closets, bathrooms, kitchens and garages. lZ. Munioipal Financing. It is anticipated that the cost of some or all of the public infrastructure improvements which are to be constructed in 19 '-' 155.2 3 connection with the Development will be financed through one or more Municipal Financing(s). For purposes of this Development Agreement, a "Municipal Financing" shall mean a sale of municipal .bonds secured by special taxes pursuant to the Mello-Roos Facili- ties Act of 1982, being Chapter 2.5 of Division 2 of Title V of the California Government Code, commencing at Section 53311 ~hereof. If, as anticipated, the city does establish a Community Facilities District consisting of the Property pursuant to said Act, City hereby agrees to use its best efforts to sponsor the issuance of one more Municipal Financing(s) to assist in the completion and installation of such public infrastructure improvements ~m]essthe Developer and the City mutually agree to not issue such Municipal Financing(s). In the event the City shall be responsible for completing one or more portions of such improvements, city agrees to act promptly to so complete such improvements in order to avoid delays to the Development. It is anticipated that notwithstanding any Municipal Financing(s), the initial cost of the installation of the required public improvements may be borne in part byDeveloper. 13. Subsequent Environmental Review. In exercising its legislative discretion to enter into this Development Agreement and to commit the City to the completion of the Development, the city has reviewed and considered the potential adverse environmental impacts related to all aspects of the contemplated project, including, without limitation, the potential demands the Development will make on local and regional streets, highways, parks and recreation areas, water capacity and water lines, sewer capacity and sewer lines, flood and storm drain systems, and energy conservation, and the effect on school capacity, traffic, pedestrian safety, noise and air quality impacts. The city has further reviewed and considered from a variety of perspectives, and has analyzed pursuant to a variety of assumptions, the projected future regional and cumulative environ- mental demands that will compete with the Development for available capacities and cumulatively add to potential adverse impacts. In so doing, the City has considered among other things, the~ossibil- ities that: (a) Federal, local, regional and state plans, if any, for provision of new infrastructure systems'or expansion of existing infrastructure'systems may be delayed, modified or abandoned; (b) The types, intensities, and amount of future regional development may exceed or otherwise be different from that currently being planned by the City and other local agencies; and (c) Demands generated by the Development and otherwise generated in the region on infrastructure and utility improvements to be constructed as a part of the 20 0 Development may exceed in either the short run or the long run the allocated capacities for such demands. After assessing these and other potential adverse environmental impacts associated with the development of the Property, the City has imposed mitigation measures through the EIR, the subdivision review process, and this Development Agreement to the fullest extent the city considers feasible and necessary. The City has determined that phased completion of the Development in the manner contemplated will itself provide the mitigation measures needed to contribute to alleviate short run and long run potential adverse environmental impacts, and that the public benefits of the Development override any potential adverse environmental impacts which may arise during the development period; therefore, the city agrees that, except as otherwise required by California Public Resources Code Section 21166, no subsequent or supplemental environmental impact report shall be required by the city for the subsequent discretionary approvals which are a part of the entire Project contemplated by this Development Agreement. 14. Assig~ment. Developer (including the owner of any Transferred Property (as defined below)) shall have the right from time to time and on such number of occasions as it may.choose, to sell, assign, or transfer ("Transfer") all of its interest in the Property, or any portion thereof, along with all of its right, title and interest in and to this Development Agreement as applicable to the Property, or the portion thereof which is the subject of the Transfer ("Transferred Property") to any person, firm or corpora- tion ("Transferee") at any time during the term of this Development Agreement without the consent of City. Nothing herein shall be construed to allow the Developer to transfer a portion of the Property is such a manner as to deprive any building or building site of its necessary parking or access rights. Developer's rights and obligations hereunder shall run with the land, and shall be binding upon and inure to the benefit of the Property and each portion thereof, provided that upon a Transfer, Developer and the Transferee shall enter into and record an Assignment and Assumption Agreement, setting forth the executory mitigation measures, exactions and conditions, if any, associated with the Transferred Property ("Transferred Property Exactions and Conditions") and pursuant to which the Developer shall assign, and the Transferee shall assume the Transferred Property Exactions and Conditions. The City shall be furnished with a recorded copy of such Assignment and Assumption Agreement and from and after the effective date of such Assignment and Assumption Agreement, the Developer shall cease to have any liability or responsibility with respect to the Transferred Property Exactions and Conditions. All executory exactions or conditions which are not part of the Transferred Property Exactions and Conditions shall remain with the balance of the Property. 21 Subsequent to a Transfer of any separate legal parcel within the Property to a Transferee, no default by Developer hereunder with respect to the balance of the Property shall .constitute a default by such Transferee with respect to the Transferred Property, and no default by such Transferee (or any successor or assigns of such Transferee) with respect to the Transferred Property shall constitute a default hereunder by Developer with respect to the balance of the Propertyl After the effective date of an Assignment and AssumptiOn Agreement, the party then owning the Transferred Property shall have full authority hereunder to deal directly with the City with regard to all matters relating to the Transferred Property with respect to the Develop- ment Agreement or otherwise, including but not limited to, entering into any agreement or modification of this Development Agreement as may be mutually approved by the city without the necessity to obtain any consent or authorization from the owner of any other parcel(s) within the Property, provided, however, that no such amendment shall apply to any other parcel(s) within the Property without the approval or consent of the owner(s) thereof. Wherever the term ,'Developer" is used herein, such term shall also include any assignee of, or successor to, the.interest of Orient Corpora- tion of America, Inc., a California corporation, in the Property or the owner of any Transferred Property which has executed an Assignment and Assumption Agreement with respect to the Transferred Property. Notwithstanding the foregoing, whenever this Development Agreement or the Approvals impose conditions precedent to the development of the Property beyond a specified limit, development of the Property beyond those limits shall not proceed until such conditions have been satisfied, regardless of any complete or partial transfer of responsibilities for the performance of such conditions pursuant to this Section. Also, in the event funds are deposited with the City pursuant to this Development Agreement and the city thereafter becomes obligated to make a whole or partial refund of such funds, such refund shall be due to the person or entity that made the deposit unless a written assignment of such right to another person or entity, signed by the person or entity making such deposit and making specific reference to such deposit, is delivered to the city, regardless of any change in ownership of the Property or any part thereof. 15. Perio4ic Review of Compliance. In accordance with Government Code Section 65865.1, the City shall review this Development Agreement at least once each calendar year hereafter. At such periodic reviews, Developer must demonstrate its good faith compliance with the terms of this Development Agreement. Developer agrees to furnish such evidence of good faith compliance, as the City, in the reasonable exercise of 22 ,153. its discretion and after reasonable notice to Developer, may require. Developer shall be deemed to be in good faith compliance with this Development Agreement if the City is not entitled by the terms and provisions of this Development Agreement to terminate 'this Development Agreement. A failure of the City to timely conduct a periodic review pursuant to this Section 15 shall not in any manner constitute a default by the City or the Developer hereunder or invalidate this Development Agreement or diminish, impede, or abrogate the rights and privileges of either party or its successors and assigns hereunder. 16. ~msndment or Cancellation. This Development Agreement may be amended or canceled in whole or in part only by mutual consent of the parties and in the manner provided in Government Code Sections 6§866, 65867 and 6§867.5. 17. Supersession of Development Agreement by changes in stats or Federal Law. In the event that State or Federal laws or regulations enacted after this Development Agreement have been entered into or the action or inaction of any other affected governmental jurisdic- tion prevents or precludes compliance with one or more provisions of this Development Agreement so that required changes in plans, maps or permits need to be approved by the City, the parties shall: (a) Provide the other party with written notice of such State or Federal restriction, provide a copy of such regulation or policy as a statement of conflict for the provisions of this Development Agreement; and. (b) Promptly meet and confer with the other party in a good faith and make a reasonable attempt to modify or suspend this Development Agreement to comply with such federal or State law or regulation. Thereafter, regardless of whether the parties reach agreement on the effect of such Federal or State law regulation upon this Development Agreement, the matter shall be scheduled for a hearing before the City Council, upon thirty (30) days notice, for the purposes of determining the exact modification or suspension which is required by such Federal or State law or regulation, 19. Enforced Delay and Extension of Times of Perfor~anoeo In addition to specific provisions of this Development Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are demonstrated to be due to acts of God, war, acts or omissions of third parties which are not a party to this Development Agreement, including but not limited to, other governmental agencies, or other causes beyond 23 the reasonable control of Developer. Furthermore, performance by either party will be excused if the failure to perform results from an act or omission of the other party in breach of this Development .Agreement. (The foregoing references in the previous two sentences are collectively referred to as a "Cause of Delay"). An extension of time in writing for any such Cause of Delay shall be granted for the period of the delay which results from such Cause of Delay or longer as mutually agreed upon, which period shall commence to run from the time of commencement of such Cause of Delay. 19. Mottoes. Any notice or instrument required to be given or delivered toeither party to the Development Agreement may be given or delivered by depositing the same in the United States mail, certified mail, postage prepaid, addressed to: City: City of Santa Aha 20 civic Center Plaza P.O. Box 1988 Santa Aha, California 92702 Attention: city Manager Developer: Orient Corporation of America, Inc. c/o Shimizu America Corporation 1055 West 7th Street, Suite 1800 Los Angeles, California 90017 Attention: Michael A. Cutri With copy to: Gibson, Dunn & Crutcher 333 South Grand Avenue Los Angeles, California 90071 Attention: Russell L. Johnson Notice of a change of address shall be delivered in the same manner as any other notice provided herein, and shall be effective three days after mailing by the above-described proce- dure. 20. Default and Remedies. (a) Notwithstanding any provision of this Development Agreement to the contrary, Developer shall not be deemed to be in default under this Development Agreement, and the City may not terminate Developer's rights under this Development Agreement unless the city Council of the City finds and determines, on the basis of substantial evidence, that Developer has not complied in good faith with one or more of the material terms or conditions of this Development Agreement and the City shall have first delivered a written notice of any alleged default to Developer, which notice shall set forth with specificity the nature of such alleged default and the manner in which said default may be satisfactorily cured. 24 Agreement, events: (b) The City shall be deemed to be in default under this upon the occurrence of one or more of the following (i) The imposition by the city upon Developer of any ordinance, rule, regulation, policy or moratorium in conflict with Existing Development Regulations or the terms of this Development Agreement. The City shall not be deemed to be in default by reason of subsequent change of laws, rules, regulations, or policies of another local agency or governmen- tal entity not created or controlled by City which prevents or precludes compliance by City or Developer with this Develop- ment Agreement; the city agrees not to initiate or promote any such changes without Developer's express written consent. (ii) The failure by the City to perform any covenant or obligation required by this Development 'Agreement in the time and manner set forth herein, including, without limita- tion, completing the public improvements required to be constructed by the City as set forth above in Section ll(a). (c) Subject to extensions of time by mutual consent in writing or as set forth in Section 18 above, if a default as defined in subsection (a) or (b) above, .is not cured by the defaulting party within ninety (90) days of service of a notice of default, or with respect to defaults which cannot be cured within such period, the defaulting party fails to commence to cure the default within thirty (30) days after service of the notice of default, or thereafter fails to diligently pursue the cure of such default until completion, the non-defaulting party may terminate the defaulting party's rights under this Development Agreement. In the event of a default by either party which is not cured within the time prescribed hereinabove, the non-defaulting party may undertake one or more of the following remedies: (i) Terminate this Development Agreement bywritten notice stating the grounds for such action; or (ii) Institute an action for specific performance of this Development Agreement, it being expressly agreed that, in the event of a breach of this Development Agreement, irrepara- ble harm is likely to occur to the nonbreaching .party and damages are not an available remedy. (d) In no event shall either party be entitled to damages against the other party based on the other party's default under this Agreement. 2~. Bstoppel Certificate. Either party may, at any time, and from time to time, deliver written notice to the other party requesting such party to ¸25 certify in writing that, to the knowledge of the certifying party, (i) this Development Agreement is in full force and effect and a binding obligation of the parties, (ii) this Development Agreement .has not been amended or modified, and if so amended, identifying the amendments, and (iii) the requesting party is not in default in the performance of its obligations under this Development Agree- ment, or if in default, to describe therein the nature and amount of any such defaults. The party receiving a request hereunder shall execute and return such certificate w-thin ten days following the receipt thereof. The City acknowledges that a certificate hereunder may be relied upon by transferees and mortgagees of Developer. 22. Neoordstion of &g~eemsnt. This Development Agreement and any amendment and cancellation hereof shall be recorded in the official Records of the County of Orange by the Clerk of the City within the period required by Section 54868.5 of the Government Code. 23. Ssverebilit¥. If any term, provision, condition, or covenant of this Development Agreement, or the application thereof to any party or circumstances, shall to any extent be held invalid or unenforce- able, the remainder of the instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Development Agreement shall be valid and enforceable to the fullest extent permitted by law. 24. Notice of Default to softgage, Deed of Trust or other Security Interest Holders Right to Cure. Whenever the city shall deliver any notice or demand to the Developer with respect to any breach or default~ by the Developer, the City shall at the same time deliver to each holder of record of any mortgage, deed of trust or other security interest and the lessor under a lease-back or grantee under any other conveyance affecting the Property (individually each of the foregoing are referred to as a "Financer") a copy of such notice or demand, providing that the Financer has given prior written notice of its name and address to the city. Each Financer shall (insofar as the rights of the City are concerned) have the right at its option within ninety (90) days after the receipt of the notice, to cure or remedy or commence to cure or remedy any such default and to add the cost thereof to the security interest debt and the lien of its security interest or to the obligations of the lessee under any lease-back or of the grantor under any other conveyance for financing. If such default cannot be cured within such sixty (60) day period, the Financer shall have such additional period as may be reasonably required within which to cure same, provided that the 26 O O 153. Financer shall have delivered written notice to the City of its intention to cure and shall have commenced to cure such default within sixty (60) days, and shall thereafter diligently prosecute .such cure to completion. The City shall not terminate this Development Agreement by reason of the Developer's default without first serving the Financer with notice of default and allowing the Financer that period to cure same as specified in the first paragraph above, and such further period to foreclose or otherwise acquire the Property so long as the Financer notifies the City that it will commence foreclosure or other proceedings to acquire the Property, and thereafter diligently prosecutes same to completion. If a default by the Developer shall be cured by the Financer, the Financer shall not be obligated to continue any foreclosure, possession or other proceedings which it may have instituted. Should the Financer or any party claiming through the Financer succeed to the interest of the Developer in the Property, or any portion thereof, the City shall recognize such party as the Developer and shall not disturb its use and enjoyment of the Property pursuant to this Development Agreement, provided that such party cures any default by Developer which may be satisfied by the payment of money, and performs all of the obligations of Developer set forth in this Development Agreement which accrue thereafter. Breach of any of the covenants or restrictions contained in this Development Agreement shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value as to the Property or any part thereof or interest therein, whether or not said mortgage or deed of trust is subordi- nated to this Development Agreement; but unless otherwise herein provided, the terms, conditions, covenants, restrictions and reservations of this Development Agreement shall be binding and effective against the holder of any such mortgage or deed of trust and any owner of the Property, or any part thereof, whose title thereto is acquired by foreclosure, trustee's sale, or otherwise. 25. Cooperation in the Event of Legal Challenge. In the event of any legal action instituted by any third party challenging the validity or enforceability of any provision of this Development Agreement, the Plan, or any of the other Approvals for the Development, as the same maybe amended from time to time, or the adequacy of the EIR, the parties hereby agree to cooperate in defending said action as set forth in this Section 25. The city shall have the right, but not the obligation, to defend any such action; provided, that without the Developer's (and its successors' and assigns') prior written consent, which consent shall not be unreasonably withheld, city shall not enter into any settlement or compromise of any claim which has the effect, directly or indirectly, of prohibiting, preventing, delaying, or 27 further conditioning or impairing the Developer's development, use, or maintenance of any portion of the Property or impairing any of the Developer's rights hereunder. In addition, City shall provide reasonable assistance to Developer in defending any such action, such assistance to include (i) making available, upon reasonable notice and compensation, City officials and employees who are or may be witnesses in such action, and (ii) provision of other information within the custody or control of City that is relevant to the subject matter of the action and capable of disclosure, upon payment or appropriate arrangements for payment of the costs of duplicating documents. Developer and its successors and assigns shall have the right but not the obligation to defend any such action. In this regard, Developer's (and its successors' and assigns') right to defend shall include the right to hire attorneys and experts necessary to defend, the right to process and settle reasonable claims, the right to enter into reasonable settlement agreements and pay amounts as required by the terms of such settlement agreements, and the right to pay any judgments assessed against Developer or city. Notwithstanding the foregoing, Developer and its successors and assigns shall not settle or compromise any claim or action filed against City without City's prior consent. Developer shall indemnify and hold harmless City from and against any claims, losses, liabilities, or damages assessed or awarded against either of them by way of judgment, settlement, or stipulation arising out of this Development Agreement aD./or the Approvals. 25. Enforceability of Agreement. The City and Developer and its successors and assigns agree that unless this Development Agreement is amended or terminated pursuant to the provisions of this Development Agree- ment, this Development Agreement shall be enforceable by either party hereto notwithstanding any change hereafter in any applicable General Plan, redevelopment plan, specific plan or zoning ordi- nance. 27. Cooperation; ~xecution of Documents. Each party shall execute and deliver to the other all such other further instruments and documents as may benecessary to carry out this Development Agreement in order to provide and secure to the other party the full and complete enjoyment of its rights and privileges hereunder. 28. Justifiable Reliance. city and Developer and its successors acknowledge that, in investing its time, money, and assigns each and expertise for 28 the development of the Project, it will be reasonably and justifi- ably relying upon the other party's covenants contained in this Development Agreement. City further acknowledges that the Development is and shall be considered a single integrated development project, and that the Developer's (and its successors' and assigns') development of each component of the Development is dependent upon its right to complete and occupy each other component, and that the economic viability of each component of the Development is and shall be dependent upon the Developer's (and its successors' and assigns') right to complete and occupy each other component and upon the city's full performance of its obligations under this Development Agreement. 29. Entire Agreement; Naivete. This Development Agreement is executed in two duplicate originals, each of which is deemed to be an original. This Development Agreement consists of twenty-five (25) pages and four (4) exhibits which constitute the entire understanding and agreement of the parties. This Development Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and super- sedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof, excepting only the other agreements referenced herein. Ail waivers of the provisions of this Development Agreement shall be in writing and signed by the appropriate authorities of the City and Developer and its successors and assigns, and all amendments hereto must be in writing and signed by the appropriate authorities of the City and Developer and its successors and assigns. 30. Effective Date. The Effective Date of this Development Agreement shall be the date that the City Council ordinance adopting this Development Agreement becomes effective, which date shall be thirty (30) days after the City Council meeting at which such ordinance is adopted. 31. Rules of Construction; Section Headings. The singular includes the plural and the masculine gender includes the feminine. Section headings used in this-Development Agreement are for convenience of reference only and shall not constitute a part of this Development Agreement for any other purpose or affect the construction of this Development Agreement. 32. Time of the Essence. Time is of the essence regarding each provision of this 29 3.53. Development Agreement of which time is an element. 33. Counterparts. This Development Agreement has been executed in one or more counterparts each of which has been deemed an original, but all of which constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Development Agreement as of the day and year first above written. ATTEST: J~n~~ APPROVED AS TO FORM: CITY OF SANTA ANA b~a~ie1 H. Y ng Mayor Y~ng/ Edwar~-~. ~CQ_~er city Attorney ORIENT CORPORATION OF AMERICA, INC. City 30 MiNT State of County of ( NAME TITLE OF ~cFICER E G 'JANE D E~OTARY PUBLIC" [] personally known to me - OR - [~5~oved-to me on the Basis of satisfactory evidence to Be the person(s) whoso name(s) is/are subscribed to the within instrument and ac- ....~ ~s~u-z-- 'i knowledged to me that he/she/they executed '~ ~ ~ G the same in his/her/their authorized ~~,'~;~ ~_~=~/'-¢'~¢f'~'t'~''~*~'~ No~3c/COMM' 11953929puUi¢ ealilomi4 ~Z capacity(ies), and that by his/her/their ~ ~ ORANGE COUNTY % signature(s) on the instrument the person(s), i~cO t~OmR .A eNxGp lEI ecs (~ A N 26, ~ 996 ~ or the entity upon behalf of which the person(s)N^u~SIGNERoF ~.~SONIs)IS REPRESENTING:o. ENm'~N~Sl .,¢.,~,~.-~:~,¢a acted, executed the instrument. Witness my hand and official seal. / SI~NA*URE OF ATTENTION NOIARY: Although the informaBon requested below is OPTIONAL, it could preverl~ fcaudutent alta¢~lment of lh~s certificate to unauihorized documenE THIS CERTIFICATE Title or Type of Document ~~ MUST BE ATTACHED Da~t of Documon~ ~-~%~L~ 7'2., \~ TO THE DOCUMENT Number of Pages ~ ~ ~"~ ~ DESCRIBED AT RIGHT: Signer(s) Other Than Named Above CAPACITY CLAIMED BY SIGNER [] INDIVIDUAL{S) [~,"~ R P©RATE OFFICER(S) TITLEIS) [] PARTNER(S} [] ATTORNEY-IN-FACT [] TRUSTEE(S} [] SUBSCRIBING WITNESS [] GUARDIAN/CONSERVATOR [] OTHER: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange On ~ - ¢- ¢.~ betbre me, ~'2c.~¢~.-~ ~, ~ DATE AIDA E, RENrrA, DEPUTY CLERK ~ Ti~ CO~CIL personally appeared ~~ 7./. ~;~a ~ ~.~ ~~ ~personally known to me - OR - [] proved to me on the basis of satisfactory evidence to be the person(s) whose name(z) is/ar..~e subscribed to the within instrument and ac- knowledgedto me that he/she/th_g.v executed the same in his/her/the_.~ir authorized capacity~, and that by his/her/1hcir signature.(~ on the instrument the person(s), or the entity upon behalf of which the person(s__) acted, executed the instrument. WITNESS my hand and official seal. EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY All that certain real property in the State of California, County of Orange, City of Santa Aha, described as follows: Parcel l That portion of Section 31, Tomaship 4 South, range 9 West allotted to Abel Stearns as described in the FINAL DECREE OF PARTITION OF THE RANCHO SANTIAGO DE SANTA ANA, which was entered September 12, 1868 in Book B, page 410 of JUDGMENTS OF THE DISTRICT COURT OF THE 17TH JUDICIAL DISTRICT IN AND FOR LOS ANGELES COUNTY, CALIFORNIA, described as follows: Beginning at the Northwest corner of land formerly of G. W. Vance; running thence North 10.50 chains to the Southeast corner of land formerly of 3. M. King; thence East 25.23 chains to the Southeast corner of said land of J. M. King; thence South 10 chains to the Towl~ship line, and thence West along the Township line to the point of beginning, and being in the Southwest quarter of Section 31, Township 4 South, range 9 West, San Bernardino base and meridian; Excepting therefrom the East 6 acres; Also excepting therefrom the following: Beginning at the intersection of the East line of North Main Street, with the South line of Section 31, Township 4 South, range 9 West, San Bernardino base and meridian; Running thence North on the East line of North Main Sgrest 150.00 feet; thence East parallel to the South line of said Section 31, 145.25 feet; thence South 150.00 feet; thence West 145.25 feet to the point of beginning; Also excepting a strip of land along the Southerly line of said land as granted to County of Orange by deed recorded December 9, 1987, in Book 915, page 422, records of Orange County, described as follbws: Beginning at the Southwest corner of that certain property described in deed to J. A. Engel and Dora A. Engel recorded in Book 683, page 337 of official records of Orange County, California, and running thence from said point of beginning along the Northerly city limits of the City of Santa Aha, South 88'39'50" West 451.82 feet to a point in a curve, concave Southeasterly, and having a radius of 140.30 feet, a radial line from said point in said curve bears South 29'41'40# East; thence Northeasterly along said curve, through a central angle of 25°59'00'', 63.63 feet to a line tangent; thence North 86'17'20" East, along said tangent line, 392.96 feet, more or less, to a point in the West line of the above mentioned property described in deed to J. A. Engle and Dora Engel, which point bears North 1'30'20" East, 33.04 feet from the point of beginning; thence South 1'30'20" West, 33.04 feet along said West line to the point of beginning; Together with that portion of Lot 7 of Tract No. 721, as shown on a map recorded in Book 22, page 4 of Miscellaneous Maps, records of Orange County, California, described as follows: Beginning at a point in the Northerly line of said Lot 7, distant thereon South 88°28, West, 242.O1 feet from the Northeast corner of said Lot 7, and running thence Southwester]y along a curve concave Southeasterly and having a radius of 250 feet, a radial line through said point of beginning bearing South 30°25' East, a distance of 86.39 feet to a point of reverse curve, thence Southwesterly along said curve, concave Northwesterly and having a radius of 203 feet, a distance of 71.05 feet, more or less, to a point which is 104.99 feet Northeasterly, measursd along said curve from the Southeast corner of Lot 6 of said Tract No. 7211 thence; North 0°45' East, parallel Northerly line said Lot 7 which is distant thereon North 88'28' East, 100.08 feet from the Northeast corner of said Lot 6; thence North 88°28, East, along said Northerly line 118.40 feet to the point of beginning; Together with Lot 5 of Tract No. 721, as shown on a map recorded in Book 22, page 4 of Miscellaneous Maps, records of Orange County, California. Psreg! 2 That portion of Lot 1 and 3 in Block A of Tract No. 315 as shown on a map recorded in Book 14, page 49 of Miscellaneous Maps of said County, together with that portion of Lot 7 of Tract No. 721 as shown on a map recorded in Book 22, page 4 of Miscellaneous Maps of said County, said portions lying Northerly of the following described line: Beginning at a point in the Southerly line of Lot 2, Block A of Tract No. 315, distant South 89'27'02" East, 66.00 feet from the centerline of Main Street; thence North 1°05'18" East, 71.00 feet Northerly from and measured aC right angles to said South line; thence parallel with the South line of said Lots 1 and 3 South 89°27'02'' East, 274.27 feet to the beginning of a tangent curve concave Northerly having a radius of 933.00 feet; thence Easterly along said curve through a central angle of 6°30'13" an arc length of 105.90 feet to a point of reverse curve concave Southerly having a radius of 60.00 feet; thence Easterly along said curve through a central angle of 13°56'16" an arc length of 14.60 feet; thence tangent to said curve South 82°00'59'' East, 33.91 feet to the beginning of a tangent curve concave Northsrly, having a radius of 42.00 feet; thence Easterly along said curve through a central angle of 17°35'00" an arc length of 12.89 feet to a point of compound curve, concave Northerly, having a radius of 946.00 feet; thence Easterly along said curve through a central angle of 1'47'47", an arc length of 29.66 feet; thence Northerly 23'48'48" East, 27.78 feet; thence Northerly 74'26'48" East, 51.73 feet; thence Southerly 68°14'13" East, 21.12 feet to the beginning of a curve concave Northerly having a radius 935.00 feet; thence Easterly along said curve through a central angle of 1'43'35" an arc length of 28.17 feet; thence tangent to said curve Northerly 71'38'39" East, 13.06 feet to the North line of said Lot 7, Tract No. 721; thence along said North Line North 88'48'12" East, 158.23 feet to the North line of Owens Drive as shown on map of record of survey filed in record of Survey Book 10 page 21 records of said County being a point in a curve concave Southeasterly having a radius of 250.00 feet; said line shall be extended Westerly, intersect the West line of said Loc 1; Excepting therefrom that portion of said Lot 1 lying Westerly of a line parallel with and 66.00 feet East of the centerltne of Main Street as shown on said map of Tract No. 315; Also excepting therefrom that portion of said Lot 1 enclosed within a triangular shaped arcs bounded Westerly by the South 25.00 feet of ' 15 7 said line 66.00 feet East of Main Street cencerline; bounded Southerly by the West 25.00 feet of the line firs~ above described having a bearing and distance of 5.89'27'02" East, 274.27 feet; and bounded Northeasterly by a straight line connecting the North and East end poin=s of said boundary lines. ~arcel 3 'll~e HorCherl~ 100.00 feeC, cogeCher ~ith che SouCherl¥ 50.00 feeC, of chac porCion of che land alloCCed Co Abel SCearns, as described in che FINAL DECREE OF PARTITION OF THE RANCHO SANTIAGO DE SANTA ANA, which was encered Sepcember 12, 1868 in Book B, page 410 of JUDGMENTS OF THE DISTRICT COURT OF THE 17TH JUDICIAL DISTRICT IN AND FOR LOS ANGELES COUNTY, CALIFORNIA, described as follows: Beginning aC the intersection of the East line of North Hain Street, as said. East line existed on January 10, 1922, with the South line of Section 31, Township 4 South, range 9 West, San Bernardtno Meridian; thence North on the East line of said Hain Street 150.OO feet; thence East parallel co the South line of said Sec=ion 145.25 feet; thence South 150.00 feet; thence Wes~ 145.25 feet to the point of beginning; Excepting therefrom the Westerly 31.O0 feet thereof, as granted Co the City of Santa Aha by deed recorded June 15, 1970 in Book 9316, page 748, and recorded in Book 5299, page 389, and in Book 110970 page 559, and in Book 11097, page 557, all of official records of said County. EXHIBIT B MAP OF THE PROPERTY C%7~~ Ii, ~ : ., . i 'i ~. i'll: , I! ,.,, ....!1~ '~", t !II Il:'- , '153.Sq EXHIBIT C PHASES OF DEVELOPMENT Gross Proposed Souare Feet Parkina Minimu~ Maximum Phase X Phase I Commercial Total 694,012 771,125 3,772 32 story office tower Retail commercial Restaurant space Cineplex, 1,500 seats; in- cluding dual-use theatre, of 150 to 300 seats Health Club 548,392 609,325 86,580 96,200 8,280 9,200 24,660 27,400 26,100 29,000 Residential 64 attached single family housing units Phase I Totals 0 128,000 256 694,012 899,125 4,028 (412 Temp) Phase II Commercial Total 0 765,985 1,090 · 20 story office tower · Retail space 0 321,750 0 128,760 Hotel (350 rooms) and Conference Facility 0 315,475 Residential 0 299,660 755 (19 story high rise, 216 condominium units and temporary surface parking) Phase II Totals 0 1,065,645 1,848 Cumulative Phass I and II Totals 694,012 1,964,770 5,464* 0 0 i 0 * Note: 412 temporary surface parking developed in Phase I will be eliminated-in Phase II.