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HomeMy WebLinkAboutItem 25 - Related Bristol Specific Plan Ordinances Second Readings (3600 S Bristol Street)Planning and Building Agency www.santa-ana.org/planning-and-building Item # 25 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report October 15, 2024 TOPIC: Related Bristol Specific Plan Amendment Application and Development Agreement Ordinances Second Readings (3600 S Bristol Street) AGENDA TITLE Amendment Application No. 2023-03 and Development Agreement No. 2023-02 for Related Bristol Specific Plan Amendment Application and Development Agreement Ordinances (3600 S Bristol Street) (Second Readings) First reading October 1, 2024 City Council meeting and approved by a vote of (6-0-1, Phan abstaining due to recusal). RECOMMENDED ACTIONS 1. Conduct a second reading and adopt an ordinance approving Amendment Application (AA) No. 2023-03. ORDINANCE NO. NS-3070 entitled AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2023-03 TO ESTABLISH THE RELATED BRISTOL SPECIFIC PLAN (SP NO. 5) AND TO APPROVE A ZONE CHANGE FOR THE 41-ACRE SITE GENERALLY LOCATED AT 3600 BRISTOL STREET FROM GENERAL COMMERCIAL (C2) AND COMMERCIAL RESIDENTIAL (CR) TO RELATED BRISTOL SPECIFIC PLAN (SP NO. 5) 2. Conduct a second reading and adopt an ordinance approving Development Agreement No. 2023-02. ORDINANCE NO. NS-3071 entitled AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DEVELOPMENT AGREEMENT NO. 2023-02 FOR A MIXED -USE DEVELOPMENT, KNOWN AS THE RELATED BRISTOL SPECIFIC PLAN PROJECT, AT 3600 BRISTOL STREET BETWEEN THE CITY OF SANTA ANA AND GREENVILLE RANCH LLC, BSG WEST BRISTOL LLC, AND MCG BRISTOL WEST LLC Related Bristol Specific Plan Ordinances Second Readings (3600 S Bristol Street) October 15, 2024 Page 2 3. Determine that, pursuant to the California Environmental Quality Act (CEQA), the ordinances' second readings are covered by the Final Supplemental Environmental Impact Report (SEIR) No. 2022-01 (SCH No. 2020029087), including environmental findings of fact pursuant to the California Environmental Quality Act, the Statement of Overriding Considerations, and the Mitigation Monitoring and Reporting Program that were certified and adopted by the City Council on October 1, 2024 for the project (Notice of Determination filed on October 2, 2024). DISCUSSION At its September 17, 2024, regular meeting, the City Council held a public hearing and considered the staff report, recommendations by staff, and public testimony concerning the subject applications. Following closure of the public hearing, City Council posed questions for answer by staff and the applicant, and continued the item to the October 1, 2024 regular meeting. During the October 1, 2024 meeting, the City Council deliberated the following topics: 1. Formation of a citizen oversight committee. During its August 12, 2024 public hearing and recommendation to the City Council, the Planning Commission unanimously voted to recommend City Council approval of the requested entitlements and Development Agreement (DA), but with a recommendation to form a citizen oversight committee to make recommendations on the spending of the $22 million community benefit payment required by the DA. Following deliberation on this topic, the City Council voted to approve the requested entitlements and DA without the citizen oversight committee. However, the City Council did emphasize to the City Manager that consideration be given towards allocations of these funds in future annual budgeting processes for a new community center/library in Ward 4, and with equitable dispersal of the same funds in other City Council wards with consideration on affordable housing, libraries, and education. 2. Select modifications to the Specific Plan. During the October 1, 2024 City Council meeting, the City Council, as part of its motion to approve the project, took into consideration select modifications to the Specific Plan, including: a. Requiring a Class IV (protected) bike path on Bristol Street, MacArthur Boulevard, and Sunflower Avenue; b. Increasing residential bicycle parking from minimum four spaces per building to minimum 10 locker spaces in each multifamily building, which may be in garages, and for other use types to have bicycle parking either on primary frontages or in open space areas; Related Bristol Specific Plan Ordinances Second Readings (3600 S Bristol Street) October 15, 2024 Page 3 c. Requiring a conditional use permit for alcohol sales, both on- (restaurants) and off- (stores) site sales; d. In the Specific Plan design guidelines, requiring screening ("shall" instead of "may") on any blank garage or building walls, for architectural enhancement; e. Specifying that "iconic" architecture is required for all new buildings; f. Requiring private security officers to be on site 24 hours per day, 7 days per week, and to routinely patrol the site; and g. Specifying the approved truck hauling route in the Specific Plan as recommended by Staff. Regarding truck routes, following City Council consideration and approval of the item with stipulations specifying the approved truck hauling routes as recommended by Staff, Planning and Building Agency staff worked diligently with the Public Works Agency to include additional clarifying language to aid the future implementation of the included restrictions in the Specific Plan. The language has been drafted to clearly require the submission of a truck route for review and approval by the City for each of the three major construction phases of the project and the approved route for each phase prioritizes the protection of existing, established residential communities surrounding the project site and minimizes noise impacts onto surrounding properties. The additional language also clarifies that the included restrictions are for the protection of existing known residential developments at the time of the adoption of the Specific Plan. This is to ensure adequate future access to the site for construction purposes in the event future residential uses are established at locations conflicting with these restrictions. The modifications have been included in the updated Specific Plan that is posted to the City's project webpage and are included in this staff report as Exhibit 3. In addition to the two items deliberated above, staff recommended that the City Council consider a modification to Condition No. 13(g) on the resolution approving Vesting Tentative Tract Map No. 2023-01 for the project. The modification clarifies and requires coordination with the City of Costa Mesa for a project driveway on Sunflower Avenue. The modification has been included in the resolution's conditions of approval and is included in this staff report as Exhibit 4. Lastly, following approval of the first reading of the ordinance for the DA, staff modified the DA to: 1. Address a minor, non -substantive typo in Section 3.1.4, which referenced Section 1.1.19 (Ground Lease) instead of Section 1.1.18 (Future Project Approvals). The correct section to be referenced is Section 1.1.18 (Future Project Approvals). The DA has been corrected with this new reference; and 2. Add ordinance and resolution numbers to fields in the DA that were left blank prior to the ordinance's first reading. Related Bristol Specific Plan Ordinances Second Readings (3600 S Bristol Street) October 15, 2024 Page 4 The requested entitlements and DA were unanimously approved on October 1, 2024 (6- 0-0-1) with Mayor Pro Tern Phan abstaining. As the requested entitlements include two ordinances, they require second readings pursuant to Section 413 of Division 2 of Article IV (City Council) of the City's Charter. ENVIRONMENTAL IMPACT General Plan Update (GPU) Final Program Environmental Impact Report (Final PEIR) In April 2022, the City certified the GPU Final PEIR (SCH No. 2020029087) and adopted the GPU. The GPU Final PEIR is a Program Environmental Impact Report (PEIR) that examines the existing environment and the total scope of environmental effects that would occur as a result of buildout of the GPU land uses. As a Program EIR, the document comprehensively evaluated the potential environmental impacts stemming from adoption of the General Plan Update and subsequent implementing projects. Moreover, this type of EIR allows subsequent implementing activities, such as the proposed Specific Plan, to be evaluated through "tiering." Tiering refers to the coverage of general matters in broader EIRs, such as the GPU Final PEIR, with subsequent narrower EIRs or ultimately site -specific EIRs incorporating by reference the general discussions and concentrating solely on the issues specific to the EIR subsequently prepared, such as in the case of the Related Bristol Specific Plan's Supplemental EIR, which has been prepared for the Project. Tiering is appropriate when the sequence of EIRs is (1) from a general plan, policy, or program EIR to a program, plan, or policy EIR of lesser scope or to a site -specific EIR, (2) from an EIR on a specific action at an early stage to a subsequent EIR or a supplement to an EIR at a later stage. The Project site is located within the South Bristol Street Focus Area and has a land use designation of District Center -High (DC-5), which has a maximum Floor Area Ratio (FAR) of 5.0, or 125 dwelling units per acre (du/ac) and a maximum height of 25 stories that allows up to 8,958,114 SF of mixed uses, inclusive of residential uses, within the Project site. This level of redevelopment was included in the GPU Final PEIR buildout, and applicable mitigation measures were identified, as necessary, to reduce impacts. A project is consistent with the GPU if the development density does not exceed what was contemplated and analyzed for the parcel(s) in the certified GPU EIR and complies with the associated standards applicable to that development density (State CEQA Guidelines Section 15183(i)(2)/Public Resources Code Section 21000 et seq.). Development density standards can include the number of dwelling units per acre, the number of people in a given area, FAR, and other measures of building intensity, building height, size limitations, and use restrictions. Supplemental Environmental Impact Report (SEIR) In compliance with the California Environmental Quality Act (CEQA), and as required by Public Resources Code (PRC) section 21166 and CEQA Guidelines section 15162, the Related Bristol Specific Plan Ordinances Second Readings (3600 S Bristol Street) October 15, 2024 Page 5 City of Santa Ana has prepared a Supplemental EIR (SEIR) that evaluates the potential of the proposed Project to result in new or substantially greater environmental impacts than previously identified in the GPU Final PEIR. The City's certified PEIR examines the impacts associated with buildout of the Santa Ana General Plan. Once a Program EIR is prepared, subsequent activities within the program or changes to the program must be evaluated to determine whether additional CEQA documentation needs to be prepared. The Project site is within the South Bristol Street Focus Area and development of the site was analyzed in the FEIR at a programmatic level at 5.0 floor area ratio and 125 dwelling units per unit assumption per the General Plan District Center -High (DC-5) designation. The Related Bristol Specific Plan proposes the phased redevelopment of site, consistent with the General Plan District Center -High (DC-5) land use designation, and the City conducted project -level analysis to determine if the development of the Project would involve new significant environmental effects or a substantial increase in the impacts that were previously identified GPU Final PEIR. Following this project -level analysis, the City of Santa Ana prepared an SEIR that evaluated the potential of the proposed Project to result in new or substantially greater impacts than previously identified; applied the mitigation measures prescribed in the GPU FEIR; and where new or more significant impacts were identified, included Project specific mitigation measures. In addition, where impacts could not be mitigated to below a less than significant level, the SEIR made new significant and unavoidable findings. The Project's SEIR also provides information regarding short-term, long-term, direct, indirect, and cumulative environmental effects of the Project. It identifies feasible mitigation measures and alternatives that would minimize or eliminate the potentially significant impacts associated with implementation of the Project. SEIR's Notice of Preparation (NOP) On March 17, 2023, the City sent to the Office of Planning and Research and each responsible trustee agency a Notice of Preparation (NOP), stating that a Supplemental Environmental Impact Report (SEIR) would be prepared. A total of 20 comments were received during the 30-day NOP period which began on March 17, 2023, and ended on April 17, 2023. Pursuant to PRC section 21083.9 and CEQA Guidelines Sections 15082(c)(1) and 15083, the City hosted a public scoping meeting on March 30, 2023, to solicit comments on the scope of the environmental review of the proposed Project. Approximately 60 residents attended the meeting and raised concerns about traffic, pedestrian safety, population growth, aesthetics, and if cumulative impacts would be adequately considered. These issues were addressed in the Draft SEIR. Related Bristol Specific Plan Ordinances Second Readings (3600 S Bristol Street) October 15, 2024 Page 6 SEIR Scoping Meeting The City hosted a public scoping meeting for the draft SEIR on March 30, 2023, to solicit comments on the scope of the environmental review of the proposed Project. Approximately 60 residents attended the meeting and raised concerns about traffic, pedestrian safety, population growth, aesthetics, and if cumulative impacts would be adequately considered. Participants were encouraged to submit comments on paper or via email to ensure inclusion in the draft SEIR and environmental analyses. Draft and Final SEIR Public Review and Availability The City determined at the onset of review and preparation based on analyses, the General Plan Final PEIR, existing site conditions, setting, and responses to the NOP, that the Project would have no impact or a less than significant impact on the following environmental topic areas and that no further, detailed analysis of these topics was required in the SEIR: Aesthetics, Agriculture and Forestry Resources, Biological Resources, Mineral Resources, and Wildfire. In particular with respect to aesthetics, Public Resources Code Section 21099 provides that "aesthetic and parking impacts of a residential, mixed -use residential, or employment center project on an infill site within a transit priority area shall not be considered significant impacts on the environment." Here, the proposed Project is located in a Transit Priority Area and therefore the SEIR did not include a detailed analysis of aesthetics. However, a discussion on the topic is included in the Land Use and Planning section of the SEIR. For each topical area of potential significance, the SEIR evaluates impacts of the project, what was evaluated by the GPU Final PEIR, mitigation measures already in place and adopted by the GPU Final PEIR's MMRP, and project -specific mitigation measures. Section 15126.2(b) of the CEQA Guidelines requires an EIR to describe "any significant impacts, including those which can be mitigated but not reduced to a level of insignificance." Potential environmental effects of the proposed project and mitigation measures are discussed in detail throughout Chapter 5 of the SEIR. The Draft SEIR determined that mitigation measures were required to mitigate impacts to a less than significant level for the following resource areas: air quality, cultural resources, geology and soils, greenhouse gas emissions, hazards and hazardous materials, noise, and tribal cultural resources. However, the Draft SEIR concluded that despite the incorporation of all feasible mitigation measures, the proposed Project would nonetheless result in significant and unavoidable impacts to air quality and parks and recreation. Air Quality. Implementation of the proposed Project would result in short-term emissions of criteria air pollutants during Project construction and long-term emissions of criteria air pollutants from vehicular emissions, natural gas consumption, landscaping, applications of architectural coatings, and use of Related Bristol Specific Plan Ordinances Second Readings (3600 S Bristol Street) October 15, 2024 Page 7 consumer products. The emissions from the proposed project are primarily from vehicle trips and use of consumer products that emit nitrous oxide or reactive organic gasses. The majority of the Project's emission exceedances are from consumer product and mobile sources and cannot feasibly be reduced by either the City or Project Applicant below the SCAQMD thresholds. Emissions from both consumer products and motor vehicles are controlled by State and federal standards and the City and applicant have no control over these standards. Due to the Project exceedance of the thresholds, impacts would be cumulatively considerable and significant and unavoidable. Parks and Recreation. As detailed in Section 5.12 of the SEIR (Parks and Recreation), the City currently has approximately 1.2 acres of public park and/or recreational space per every 1,000 residents, which is below the City's parkland aspirational standard of three (3) acres of parkland per 1,000 residents. Based on the City's parkland aspirational standard of three (3) acres of public park and/or recreational space per 1,000 residents, buildout of the project in the SP results in a need for approximately 27.7 additional acres of parkland to serve the estimated 9,238 new residents of the project site. The 13.1 acres of publicly accessible open space within a required 17.21 acres of common or private open space for residents provided by the project would be approximately 10.49 acres less than the City's parkland aspirational standard, which would exacerbate the existing citywide parkland deficiency. Although the proposed Project and cumulative projects would be required to provide park and recreational facilities, private open space, and/or pay in -lieu fees as required by the Santa Ana Municipal Code, the impacts related to the amount of parkland within the City would be cumulatively considerable and cumulative impacts related to parks and recreational facilities would be significant. The SEIR also evaluated the following alternatives to the proposed Project that would feasibly avoid or lessen the proposed Project's significant environmental impacts while attaining most of the proposed Project's objectives: Alternative 1 (No project/No build), Alternative 2 (Reduced project alternative that reduces the commercial component to 250,000 square feet and eliminates the 250 hotel room keys), and Alternative 3 (Building of the existing zoning designations of C2 and CR, producing a maximum total of 1,032,774 square feet of commercial uses, 1,375 multi -family units, 250 hotel room keys, and 200 senior continuum of care living units). A detailed analysis of environmental impacts and feasibility of each alternative is included in the Final SEIR. A Mitigation Monitoring and Reporting Program (MMRP) has been prepared and is attached to the resolution certifying the Final Supplemental Environmental Impact Report No. 2022-01. A Statement of Overriding Considerations will be necessary should the City Council decide to approve the Project because of the significant and unavoidable impacts to air quality and parks and recreation. The Statement of Related Bristol Specific Plan Ordinances Second Readings (3600 S Bristol Street) October 15, 2024 Page 8 Overriding Considerations and Findings for the Project is attached as Exhibit A to the same resolution. As required by CEQA Guidelines section 15087(a), the City filed a Notice of Completion with the Governor's Office of Planning and Research, State Clearinghouse, indicating that the Draft SEIR had been completed and was available for public review. On July 6, 2023, a Notice of Availability of the Draft SEIR was published and the Draft SEIR was circulated for at least a 45-day public review and comment period from July 6, 2023 through August 21, 2023. During the public comment period, copies of the Draft SEIR and technical appendices were available for review and inspection at City Hall, on the City's project webpage, and at the City of Santa Ana Public Library (Civic Center location). The City received a total of 15 comments from various individuals, organizations, or government agencies during this period, and one comment after the public review period. On August 1, 2024, the City released the Final SEIR, which contains the Draft SEIR, all technical appendices prepared in support of the Draft SEIR, all written comment letters received on the Draft SEIR, written responses to all written comment letters received on the Draft SEIR, and errata to the Draft SEIR and technical appendices. In accordance with PRC Section 21092.5, copies of the written responses to public agencies that submitted comments during the 45-day review period will be forwarded to those agencies at least 10 days prior to certification of the Final SEIR by the City Council, with copies of the Final SEIR document. Pursuant to CEQA Guidelines Section 15089(b), lead agencies may provide an opportunity for review of the Final SEIR by the public or by commenting agencies before a project is approved, but is not required to do so; the Final SEIR is available for review on the City's website at vww.santa-ana.org/related- california-bristol-specific-plan/, at the City of Santa Ana Newhope Public Library, and at City Hall. On October 1, 2024, the City Council adopted a resolution certifying the Final Supplemental Environmental Impact Report (SEIR) No. 2022-01 (SCH No. 2020029087), including adopting environmental findings of fact pursuant to the California Environmental Quality Act, the Statement of Overriding Considerations, and the Mitigation Monitoring and Reporting Program. A Notice of Determination was filed on October 2, 2024 for the Project. EXHIBIT(S) 1. Amendment Application Ordinance 2. Development Agreement Ordinance 3. Specific Plan Redlines 4. Link to Updated (Clean) Specific Plan 5. Vesting Tentative Tract Map Resolution with Updated Conditions of Approval 6. Link to October 1, 2024 City Council Meeting. Related Bristol Specific Plan Ordinances Second Readings (3600 S Bristol Street) October 15, 2024 Page 9 Submitted By: Minh Thai, Executive Director, Planning and Building Agency Approved By: Alvaro Nunez, City Manager ORDINANCE NO. NS- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2023-03 TO ESTABLISH THE RELATED BRISTOL SPECIFIC PLAN (SP NO. 5) AND TO APPROVE A ZONE CHANGE FOR THE 41-ACRE SITE GENERALLY LOCATED AT 3600 BRISTOL STREET FROM GENERAL COMMERCIAL (C2) AND COMMERCIAL RESIDENTIAL (CR) TO RELATED BRISTOL SPECIFIC PLAN (SP NO. 5) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows: A. Steven Oh, with RCR Bristol, LLC ("Applicant"), on behalf of Greenville Ranch LLC, BSG West Bristol LLC, and MCG Bristol West LLC ("Property Owners"), is seeking to construct a mixed -use development ("Project"), known as the Related Bristol Specific Plan Project, at 3600 Bristol Street ("Project Site"). B. The Project entails, among other things, (1) demolition of the existing sixteen (16) structures on the Project Site; (2) the establishment of a new Related Bristol Specific Plan (SP No. 5) and a change of zone for the Project Site to the new Related Bristol Specific Plan (SP No. 5) designation; (3) redevelopment of the Project Site into 3,750 residential units, up to 350,000 square feet of commercial space, 250 hotel rooms, and 200 senior care units, including 6,520 onsite parking spaces, and 13.1 acres of onsite open space; and (4) approval of Vesting Tentative Tract Map ("VTTM") No. 2023-01. C. The general northern portion of the Project Site is currently in the General Commercial (C2) zoning district and the general southern portion of the Project Site is in the Commercial Residential (CR) zoning district. D. The Applicant is requesting approval and adoption of Amendment Application No. 2023-03 to: (1) establish the new Related Bristol Specific Plan (SP No. 5) and (2) approve a change of zone for the entire Project Site from General Commercial (C2) and Commercial Residential (CR) to Related Bristol Specific Plan (SP No. 5) (the "Zone Change"). E. Pursuant to Section 27-13 of the Santa Ana Municipal Code ("SAMC"), the City Council must approve a proposed plan adoption and amendment. Moreover, pursuant to Section 27-12 of the SAMC, prior to being submitted to the City Council, each proposed plan adoption or amendment shall be submitted to the Planning Commission for its review and Ordinance No. NS- Page 1 of 16 recommendation after the Planning Commission holds at least one (1) duly -noticed public hearing on the proposed plan adoption or amendment. F. Pursuant to Section 41-667 of the SAMC, the City Council must hold a hearing on and approve any proposed amendment of any sectional district map ("Zone Change"). Moreover, pursuant to Sections 41-664 and 41- 666 of the SAMC, prior to being submitted to the City Council, a public hearing on the proposed Zone Change must be held before the Planning Commission and the Planning Commission must transmit its recommendation on the proposed Zone Change to the City Council. G. On August 12, 2024, the Planning Commission of the City of Santa Ana held a duly -noticed public hearing on the entirety of Amendment Application No. 2023-03, including both the proposed adoption of the Related Bristol Specific Plan (SP No. 5) and the proposed Zone Change, recommending approval of the Amendment Application No. 2023-03 to the City Council. H. Based on the entire record before the City Council and all written and oral evidence presented, the City Council finds that the entirety of Amendment Application No. 2023-03, including both the proposed adoption of the Related Bristol Specific Plan (SP No. 5) and the proposed Zone Change, is consistent with the General Plan, including, but not limited to, its goals and policies, as follows: The Project and requested Amendment Application No. 2023-03 to establish Specific Plan No. 5 are consistent with the following General Plan goals and policies: • Goal CM-1: Recreation and Culture. Provide opportunities for public and private recreation and cultural programs that meet the needs of Santa Ana's diverse population. o Policy CM-1.6 Recreation on Private Property. Promote the development and use of privately -owned recreation and entertainment facilities that help meet the needs of Santa Ana residents. • Goal CM-3- Active Living and Well-being. Promote the health and wellness of all Santa Ana residents. o Policy CM-3.2 Healthy Neighborhoods. Continue to support the creation of healthy neighborhoods by addressing public safety, land use conflicts, hazardous soil contamination, incompatible uses, and maintaining building code standards. o Policy CM-3.5 Community Spaces. Encourage positive community interactions and neighborhood pride to create secure communities and promote safe public spaces. Ordinance No. NS- Page 2 of 16 o Policy CM-3.8 Underutilized Spaces. Repurpose underutilized spaces and City -owned vacant land as a strategy to improve community health and increase the number and accessibility of opportunities for health and recreation activities. Prioritize the redevelopment of such sites within environmental justice area boundaries and other areas underserved by parks and recreation opportunities The Project is consistent with these General Plan Community Element goals and policies, as it provides for publicly -accessible recreation opportunities on the Project Site through its 13.1 acres of publicly - accessible, programmable open space areas. The Project results in the redevelopment of a 41-acre site by introducing a mixed -use, urban village that encourages active and passive recreation. While the existing commercial development has no onsite open space acreage, the proposed specific plan requires the provision of onsite open space for both publicly -accessible and private open space areas. • Goal M-1: Comprehensive Circulation. A comprehensive and multimodal circulation system that facilitates the safe and efficient movement of people, enhances commerce, and promotes a sustainable community. o Policy M-1.6 Complete Streets. Transform travelways to accommodate all users through street design and amenities, such as sidewalks, trees, landscaping, street furniture, and bus shelters. • Goal M-3: Active Transportation. A safe, balanced, and integrated network of travelways for nonmotorized modes of transportation that connects people to activity centers, inspiring healthy and active lifestyles. o Policy M-3.2 Nonmotorized Travelway Amenities. Enhance nonmotorized travelways with amenities such as landscaping, shade trees, lighting, benches, crosswalks, rest stops, bicycle parking, and support facilities that promote a pleasant and safe experience. o Policy M-3.7 Complete Streets Design. Enhance streets to facilitate safe walking, bicycling, and other nonmotorized forms of transportation through community participatory design. • Goal M-4: Transportation, Land Use, and Design. Coordinated transportation planning efforts with land use and design strategies that encourage sustainable development and achieve broader community goals. Ordinance No. NS- Page 3 of 16 o Policy M-4.1 Intense Development Areas. Program multimodal transportation and public realm improvements that support new development in areas along transit corridors and areas planned for high intensity development. o POLICY M-4.2 Project Review. Encourage active transportation, transit use, and connectivity through physical improvements and public realm amenities identified during the City's Development Review process. o Policy M-4.5 Land Use Development Design. Ensure that building placement and design features create a desirable and active streetscape, by prioritizing pedestrian access directly from the street and placing parking lots to the rear of a development site. o Policy M-4.7 Parking. Explore and implement a flexible menu of parking options and other strategies to efficiently coordinate the response to parking demands. • Goal M-5: Sustainable Transportation. A transportation system that is attractive, safe, state-of-the-art, and supports community, environmental, and conservation goals. o Policy M-5.1 Enhanced Street Design. Improve the beauty, character, and function of travelways with amenities such as landscaped parkways and medians, bike lanes, public art, and other amenities. The Project is consistent with these General Plan Mobility Element goals and policies, as it provides for redevelopment of an existing, auto -oriented commercial center with a new mixed -use urban village that encourages multi -modal transit. Moreover, the proposed specific plan will introduce a walkable grid of streets and paseos, further encouraging pedestrian, bicycle, and alternate means of transportation both within and to/from the Project Site. • Goal EP-1: Job Creation and Retention. Foster a dynamic local economy that provides and creates employment opportunities for all residents in the city. o Policy Attract Business business attraction efforts employment potential. Strengthen and expand citywide in order to achieve the city's full • Goal EP-3: Business Friendly Environment. Promote a business friendly environment where businesses thrive and build on Santa Ana's strengths and opportunities. Ordinance No. NS- Page 4 of 16 o Policy EP-3.4 Complete Communities. Encourage the development of "complete communities" that provide a range of housing, services, amenities, and transportation options to support the retention and attraction of a skilled workforce and employment base. o Policy EP-3.10 Rethinking Strip -Commercial. Promote the creation of distinctive neighborhood serving districts through the renovation or redevelopment of existing strip -commercial development. The Project is consistent with these General Plan Economic Prosperity Element goals and policies, as it provides for redevelopment of an existing, auto -oriented commercial center with a new mixed -use urban village. The Project will contain a diverse range of employment opportunities for the commercial, senior continuum care, hotel, and residential communities that will take shape on the Project Site. • Goal OS-1: Parks, Open Space, and Recreation. Provide an integrated system of accessible parks, recreation facilities, trails, and open space to serve the City of Santa Ana. o Policy OS-1.2 Parks and Recreation System. Provide and support a comprehensive and integrated network of parks, recreation facilities, trails, and open space that is diverse, with a variety of active and passive recreational opportunities. o Policy OS-1.5 Park and Open Space Types. Provide a mix of community, neighborhood, and special use parks, along with greenway corridors, natural areas, and landscape areas, to meet community needs for greenspace, recreation space, social space, and trail connectivity. o Policy OS-1.9 New Development. Require all new development to provide adequate parks and open space, including via parkland dedication or development fees, in order to meet the City's park standard. Ensure that new development includes pedestrian and multi -modal travelways to promote a quality living environment. For new development within park deficient and environmental justice areas, prioritize the creation and dedication of new public parkland over the collection of impact fees. o Policy OS-1.10 Creative Solutions for Deficiencies. Develop creative and flexible solutions to provide greenspace and recreation activities in park -deficient neighborhoods. Encourage private and commercial recreational facilities that are physically Ordinance No. NS- Page 5 of 16 open to the public and are affordable to residents of surrounding neighborhoods, and serve community needs. The Project is consistent with these General Plan Open Space Element goals and policies, as it provides for redevelopment of an existing, auto -oriented commercial center with a new mixed -use urban village. The Project will contain 13.1 acres of total onsite public open space, which will be maintained for public access and enjoyment through both the Specific Plan's goals and development standards, as well as the Project's proposed Development Agreement (No. 2023-02). The 13.1 acres of onsite open space comprise almost one-third of the entire site's 41 acres, and will be programmed for both passive and active uses, with a minimum of four community events per year. Moreover, the Project's street frontages will contain new bike lanes, with stretches built as protected bike lanes, encouraging active recreation to and from the Project Site. • Goal LU-1: Growing Responsibly. Provide a land use plan that improves quality of life and respects our existing community o Policy LU-1.1 Compatible Uses. Foster compatibility between land uses to enhance livability and promote healthy lifestyles. o Policy LU-1.3 Equitable Creation and Distribution of Open Space. Promote the creation of new open space and community serving amenities in park -deficient areas that keeps pace with the increase in multi -unit housing development, with priority given to those that are also within environmental justice area boundaries. o Policy LU-1.5 Diverse Housing Types. Incentivize quality infill residential development that provides a diversity of housing types and accommodates all income levels and age groups. o Policy LU-1.6 Transit Oriented Development. Encourage residential mixed -use development, within the City's District Centers, Urban Neighborhoods, and adjacent to high quality transit. o Policy LU-1.8 Development Tradeoffs. Ensure that new development projects provide a net community benefit. o Policy LU-1.9 Public Facilities and Infrastructure. Evaluate individual new development proposals to determine if the proposals are consistent with the General Plan and to ensure that they do not compound existing public facility and service deficiencies. Ordinance No. NS- Page 6 of 16 • Goal LU-2: Land Use Needs. Provide a balance of land uses that meet Santa Ana's diverse needs. o Policy LU-2.1 Employment Opportunities. Provide a broad spectrum of land uses and development that offer employment opportunities for current and future Santa Ana residents. o Policy LU-2.2 Capture Local Spending. Encourage a range of commercial uses to capture a greater share of local spending, and offer a range of employment opportunities. o Policy LU-2.3 Supportive Spaces. Provide a diversity of land uses that support residents, visitors, and businesses, such as open space, areas for community gatherings, and outdoor entertainment venues o Policy LU-2.4 Cost and Benefit of Development. Balance the benefits of development with its fiscal impacts on the city and on quality of life for the community. o Policy LU-2.5 Benefits of Mixed -Use. Encourage infill mixed -use development at all ranges of affordability to reduce vehicle miles traveled, improve jobs/housing balance, and promote social interaction. o Policy LU-2.7 Business Incubator. Support land use decisions that encourage the creation, development, and retention of businesses in Santa Ana. o Policy LU-2.8 City Image. Encourage land uses, development projects, and public art installations that promote the city's image as a cultural, governmental, and business -friendly regional center. o Policy LU-2.10 Smart Growth. Focus high density residential in mixed -use villages, designated planning focus areas, Downtown Santa Ana, and along major travel corridors. • Goal LU-4: Complete Communities. Support a sustainable Santa Ana through improvements to the built environment and a culture of collaboration. o Policy LU-4.5 VMT Reduction. Concentrate development along high quality transit corridors to reduce vehicle miles traveled (VMT) and transportation -related carbon emissions. The Project is consistent with these General Plan Land Use Element goals and policies, as it provides for redevelopment of an existing, auto -oriented commercial center with a new mixed -use urban village. Ordinance No. NS- Page 7 of 16 The Project has been thoroughly evaluated for environmental impacts, as well as for market, fiscal impact, economic impact, and community benefits through multiple analyses. The proposed specific plan establishes a foundation for future developments within the specific plan area that provide a balance of commercial and residential land uses, conforming to the General Plan's DC-5 land use designation and the South Bristol Street Focus Area's goals. The infill nature of the Project encourages smart growth by conserving resources and locating new development in an already -urbanized, transit -oriented area adjacent to or near major employment centers. The Project conforms to all Vehicle Miles Travelled (VMT) guidelines adopted by the City and enhances the City's image at a major intersection leading into Santa Ana. • Goal UD-1: Physical Character. Improve the physical character and livability of the City to promote a sense of place, positive community image, and quality environment. o Policy UD-1.1 Design Quality. Ensure all developments feature high quality design, materials, finishes, and construction. o Policy UD-1.2 Public Art. Require public art as part of major developments and the public realm improvements. o Policy UD-1.4 Safety Through Design. Incorporate public safety design features into private and public developments to prevent loitering, vandalism, and other undesirable activities. o Policy UD-1.5 Attractive Public Spaces. Encourage community interaction through the development and enhancement of plazas, open space, people places, and pedestrian connections with the public realm. o Policy UD-1.6 Active Transportation Infrastructure. Support the creation of citywide public street and site amenities that accommodate and promote an active transportation -friendly environment. • Goal UD-2: Sustainable Environment. Improve the built environment through sustainable development that is proportional and aesthetically related to its setting. o Policy UD-2.1 Enhanced Public Realm Experience. Encourage development to enhance the existing environment through the use of creative architectural design and sustainable streetscape treatments that are consistent on each corridor. Ordinance No. NS- Page 8 of 16 o Policy UD-2.2 Compatibility and Use With Setting. Employ buffers and other urban design strategies to encourage the compatibility of new development with the scale, bulk, and pattern of existing development. o Policy UD-2.4 Intentional Design. Encourage design and architecture on private and public property that accentuate focal points, activity nodes, and historic areas. o Policy UD-2.5 Relation to Surroundings. Ensure new development exhibits a functional, comfortable scale in relation to its neighborhood. o Policy UD-2.7 Building and Strengthening Identity. Collaborate with community stakeholders to strengthen and foster development of community and neighborhood identity and district character through complementary architecture, unique streetscapes, and programming. o Policy UD-2.10 Greening the Built Environment. Promote planting of shade trees and require, where feasible, preservation and site design that uses appropriate tree species to shade parking lots, streets, and other facilities, with the goal of reducing the heat island effect. • Goal UD-3: Attractive Travelways. Create and maintain safe and attractive travelways through coordinated streetscape design. o Policy UD-3.3 Foster Community Building. Promote a safe environment that facilitates social interaction and improves active transportation along corridors. o Policy UD-3.4 Improvements to Streetscape. Promote streetscape improvement plans that are responsive to community needs, the nature of adjacent uses, path characteristics, street classification, pedestrian scale, and view corridors. o Policy UD-3.6 Linear Park System. Support open space improvements along roadways and nonvehicular paths, such as bike or multiuse trails, to create linear open space that connect to a network of parks and activity areas throughout the city. o Policy UD-3.8 Pleasant Travel Experience. Maximize the use of street trees and parkway landscaping to create a pleasant travel experience and positive city image. • Goal UD-4: Nodes and People Places. Create nodes and urban hubs throughout the City to foster community, education, arts and culture, Ordinance No. NS- Page 9 of 16 business activities, entertainment, and establish Santa Ana as a vibrant center. o Policy UD-4.1 Intentional Development. Support development growth in nodes consistent with the City's vision as the dynamic urban center of Orange County. o Policy UD-4.2 Image Making Through Architecture. Promote development within nodes to reflect the significance of the area and cultivate a positive image of Santa Ana through high quality architecture. o Policy UD-4.3 Activate Open Space. Ensure architectural and landscape design activates open space as a means to promote community interaction and enhance the aesthetic quality of development. o Policy UD-4.4 Vibrant Street Life. Encourage development within nodes that promotes pedestrian activities, enhanced amenities, and engaging designs that allow for discovery, excitement, and social interaction. • Goal UD-5: Focus Intersections. Create focal points at major intersections to enhance community identity and open space. o Policy UD-5.1 Building Presence at Intersections. Create a strong presence at focus intersections by locating intense building mass and open space areas along the street that include high quality design and materials. • Goal UD-7: Gateways. Create and strengthen gateways into the City that promote a sense of arrival. o Policy UD-7.1 First Impression. Strengthen the architectural design of developments near gateways to communicate a sense of arrival and inspire positive images of the City. o Policy UD-7.2 Streetscape Improvements. Enhance Santa Ana's gateways to include unique and distinctive streetscape improvements. The Project is consistent with these General Plan Urban Design Element goals and policies. The Project improves a major site at a gateway intersection leading into Santa Ana by redeveloping an outdated, auto - oriented strip -commercial center with a dynamic, mixed -use urban village that complements the scale an intensity of existing developments surrounding the Project Site. Through onsite private streets and improvements to public streets along the site's street frontages, the specific plan will create attractive travelways and establish activity nodes Ordinance No. NS- Page 10 of 16 at the intersections of Bristol Street and Sunflower Avenue, and Bristol Street and MacArthur Boulevard, near the interchange of Bristol Street and the San Diego (1-405) Freeway. The redevelopment of the existing site will establish a new gateway into Santa Ana that is consistent with the South Bristol Street Focus Area's vision for the Project Site. • Goal HE-1: Livable and affordable neighborhoods with healthy and safe housing conditions, community services, well -maintained infrastructure, and public facilities that inspire neighborhood pride and ownership. o Policy HE-1.3 Complete Neighborhoods. Improve neighborhood quality by locating or providing access to complementary services and public facilities, including the integration of community gardens and access to healthy food options in neighborhoods. o Policy HE-1.4. Healthy Neighborhoods. Create and maintain parks and open spaces; plant trees, green parkways, and medians; support access to healthy food options; and maintain a continuous pattern of pathways that encourage an active and healthy lifestyle. o Policy HE-1.10. Parking Management. Support innovative and creative strategies that proactively minimize parking impacts and deficiencies within residential neighborhoods, including parking management requirements, installation of parking lifts, and incentives for active transportation. • Goal HE-2. Foster an inclusive community with a diversity of quality housing, affordability levels, and living experiences that accommodate Santa Ana's residents and workforce of all household types, income levels, and age groups. o Policy HE 2.3. Urban Villages. Create higher intensity, mixed - use urban villages and pedestrian -oriented experiences that access and support the office centers, commercial services, and cultural activities within District Centers and Urban Neighborhood designated areas. o Policy HE-2.4. Rental Housing. Facilitate the construction of rental housing for Santa Ana's residents and workforce, with a commitment to provide rental housing for extremely low-, very low-, and low-income residents as well as moderate income Santa Ana workers. o Policy HE-2.6. Housing Design. Require excellence in architectural design through the use of materials and colors, Ordinance No. NS- Page 11 of 16 building treatments, landscaping, open space, parking, and environmentally sensitive ("green") building and design practices. • Goal HE-4. Provide sufficient rental and ownership housing opportunities and supportive services for seniors, people with disabilities, families with children, and people experiencing homelessness. o Policy HE-4.1. Senior Housing. Support development of affordable senior rental and ownership housing, readily accessible to support services; provide assistance for seniors to maintain and repair their homes to facilitate the maximum independent living. The Project is consistent with these General Plan Housing Element goals and policies. The Project will provide high -quality diversity of rental housing for Santa Ana's residents and workforce. Through the Project's Development Agreement, the Project will provide inclusionary housing fees that will be used by the City to provide onsite affordable housing opportunities in the community. Through innovative use of land, the Project will provide for healthy communities with 13.1 acres of onsite open space, a full -service grocer, and underground parking, freeing up valuable acreage for the development of community -serving commercial, residential, and open space land uses. Moreover, the SP and requested entitlements address General Plan consistency for the South Bristol Street Focus Area in the following manners: • The District Center -High is a mixed -use designation identified in the General Plan as including "high density urban villages consisting of visually striking and dynamic buildings and spaces with a wide range and mix of residential, live -work, commercial, hotel, and employment - generating uses." • Table LU-2 of the General Plan (Buildout) identifies an assumed housing growth of 5,272 units in the District; the proposed 3,750 falls within the assumed growth. • Table LU-8 of the General Plan identifies the DC-5 area as allowing a maximum Floor Area Ratio of 5.0, or 125 dwelling units per acre and a maximum height of 25 stories. The General Plan allows the FAR to be calculated on a gross basis for an individual development Project. • The General Plan's District Center designation would allow up to 8,733,780 square feet of mixed uses, inclusive of residential uses, based on the maximum FAR of 5.0 over the 41.13-acre (gross) site. As proposed, the Related Bristol will result in an FAR of 2.7, well within the maximums allowed in the General Plan. No General Plan Amendment is required nor proposed. Ordinance No. NS- Page 12 of 16 • The General Plan envisions "urban villages", "an intense multistory presence" and "mixed use opportunities". The Development Plan implements this vision with a range of building heights and configurations in two mixed -use Districts/Villages, with heights and intensities within the limits identified in the General Plan. • The General Plan requires fiscal neutrality (Policy LU 2.4). The Project results in positive fiscal impacts. • The General Plan calls for community involvement (Policy LU 3.2). Significant outreach has occurred as outlined in Specific Plan Section 2.5, Community Engagement. • The General Plan encourages areas for community gathering and outdoor entertainment (Policy LU 2.3). The Specific Plan includes approximately 13 acres of open space, which includes public plaza areas and a central park, accessible to the public and allowing for outdoor entertainment. • The Specific Plan area is not within an Environmental Justice area. However, as designed, the provision of nearly one-third of the 41-acre site for publicly accessible open space with active and passive recreation opportunities is a means of addressing open space deficiencies prevalent in many portions of Santa Ana. G. The City Council has weighed and balanced the General Plan's policies and has determined that, based upon this balancing, the Project at 3600 Bristol Street and Amendment Application No. 2023-03, including the Related Bristol Specific Plan (SP No. 5) and the Zone Change, are consistent with the purpose of the General Plan. H. The City Council also adopts as findings all facts presented in the Request for City Council Action dated September 17, 2024 and October 1, 2024 and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. For these reasons, and each of them, Amendment Application No. 2023-03 is hereby found and determined to be consistent with the General Plan of the City of Santa Ana and otherwise justified by the public necessity convenience and general welfare. Section 2. The City prepared a Draft Supplemental Environmental Impact Report ("SEIR") that analyzed the Project's environmental impacts in accord with the California Environmental Quality Act (Public Resources Code, §§ 21000 et seq., "CEQA"), the regulations promulgated thereunder (14 Cal. Code of Regulations, §§ 15000 et seq., the "CEQA Guidelines"), and the City's Local CEQA Guidelines. The Draft SEIR was made available for public review for 45 days between July 6, 2023 and August 21, 2023. The document was made available online at the City of Santa Ana website and available for review at City Hall and the City of Santa Ana Public Library in hard copy form. In response to comments received on the Draft SEIR, the City prepared a Final SEIR and released it to the public on August 1, 2024. The Final SEIR in the City Council Resolution approving the Final SEIR is incorporated herein by reference. The City Council Resolution recommends certification of the Final SEIR (SCH No. Ordinance No. NS- Page 13 of 16 2020029087), adoption of findings under CEQA, and adoption of the Mitigation Monitoring and Reporting Program and the Statement of Overriding Considerations, and among other things, properly assesses the environmental impact of the Project in accordance with CEQA. This Resolution incorporates by reference the environmental findings and analysis set forth in the Resolution for the Final SEIR (SCH No. 2020029087) as if fully set forth herein. Section 3. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves the Amendment Application No. 2023-03, and specifically, approves and adopts the Related Bristol Specific Plan (SP No. 5), a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by this reference. This approval is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: The Request for City Council Action dated September 17, 2024 and October 1, 2024, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. Section 4. The City Council of the City of Santa Ana, after conducting the public hearing, also hereby approves the Zone Change for the Project Site from General Commercial (C2) and Commercial Residential (CR) to Related Bristol Specific Plan (SP No. 5), as set forth in Amended Sectional District Map No. 35-5-10, a true and correct copy of which is attached hereto as Exhibit B and incorporated herein by this reference. This approval is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: The Request for City Council Action dated September 17, 2024 and October 1, 2024, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. Section 5. The documents and materials associated with this Ordinance that constitute the record of proceedings on which these findings are based are located at Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, CA 92701. The City Clerk is the custodian of records for the record of proceedings. Section 6. Pursuant to Government Code Section 66020, the Applicant may protest the imposition of fees, dedications, reservations, or other exactions imposed on this development Project by taking the necessary steps and following the procedures established by Sections 66020 through 66022 of the California Government Code. Section 7. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or Ordinance No. NS- Page 14 of 16 concerning the Project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 8. If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this Ordinance and each section, subsection, sentence, clause, phrase, or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this 1st day of October, 2024. Valerie Amezcua Mayor APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Q -0-'k. Laura A. Rossini Chief Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Ordinance No. NS- Page 15 of 16 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Jennifer L. Hall, City Clerk, do hereby attest to and certify the attached Ordinance No. NS-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on October 1, 2024. Date: Jennifer L. Hall City Clerk City of Santa Ana Ordinance No. NS- Page 16 of 16 The Final Draft Related Bristol Specific Plan document is available: Online on the City's project webpage at: https://www.santa-ana.org/related- california-bristol-specific-plan/ Physically at: City Hall, Planning Counter 20 Civic Center Plaza Santa Ana, CA 92701 or Santa Ana Newhope* Library 122 N. Newhope Street Santa Ana, CA 92703 Copies of the Related Bristol Final Supplemental Environmental Impact Report (SEIR) are also available for viewing online and in print at the same locations. *Please note that the Final Draft Related Bristol Specific Plan and the Draft SEIR were originally posted at the Santa Ana Main Library, but due to a temporary closure of the facility stemming from renovations, the Final SEIR and related materials are physically available at the Newhope Library Exhibit A — Link to Specific Plan Document 0 ry6�f�26-S-10 0 N Al 0 26-5 �Ill KI OARRYAV Ki A7 A7 m A7 A7 % c A7 w A7 W R1-PRD g R1-PRD 9wY u o R1-PRD O M1 R7 C4 rn a Cl 0 s Q s a MOORE AV M1 A'1 R1-PRD R1 O UPRR 0 O O O WALTONAV SD4 0l iw SD51 ; MCA120MROOKD a U R3 PICASSO REMBRANDT IELD RD W MACARTHU ~ R1 ZONING DISTRICTS SD5 C4 R BLVD y O � Q y � WEST W IND m m yF y C2 F R1-PRD gSD7 03 WIND WIND BAY rc x CREST°I ' R Q O R6 U w aq0 6 CR — •. �.. �.. �'pKNNM1iM �.. �.. �� ' R7 ••.••."."...... 1RFEMERAV_••�••�•• m N O PAINT D— 7/30/24 N/A Al GENERAL AGRICULTURAL CSM SOUTH MAIN STREET COMMERCIAL DIST. R2 TWO-FAMILY RESIDENCE -B PARKING MODIFICATION Cl COMMUNITY COMMERCIAL GC GOVERNMENT CENTER R3 MULTIPLE -FAMILY RESIDENCE -OZ OVERLAY ZONE Cl-MD COMMUNITY COMMERCIAL - MUSEUMDIST. M1 LIGHT INDUSTRIAL R4 SUBURBAN APARTMENT PLANNED RESIDENTIAL PRO DEVELOPMENT C2 GENERAL COMMERCIAL M2 HEAVY INDUSTRIAL RE RESIDENTIAL ESTATE C4 PLANNED SHOPPING CENTER 0 OPENSPACE SO SPECIFIC DEVELOPMENT -HD2 HEIGHT DISTRICT II C5 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECIFICPLAN CR COMMERCIAL RESIDENTIAL R1 SINGLE-FAMILY RESIDENCE OZ1 I METRO EAST OVERLAY ZONE SECTIONAL DISTRICT MAP: 35-5-10 e CITY OF SANTA ANA, CALIFORNIA Exhibit: B ORDINANCE NO. NS- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DEVELOPMENT AGREEMENT NO. 2023-02 FOR A MIXED -USE DEVELOPMENT, KNOWN AS THE RELATED BRISTOL SPECIFIC PLAN PROJECT, AT 3600 BRISTOL STREET BETWEEN THE CITY OF SANTA ANA AND GREENVILLE RANCH LLC, BSG WEST BRISTOL LLC, AND MCG BRISTOL WEST LLC BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows: A. Steven Oh, with RCR Bristol, LLC ("Applicant"), on behalf of Greenville Ranch LLC, BSG West Bristol LLC, and MCG Bristol West LLC ("Property Owners"), is seeking to construct a mixed -use development ("Project"), known as the Related Bristol Specific Plan Project, at 3600 Bristol Street ("Project Site"). B. The Project entails, among other things, (1) demolition of the existing sixteen (16) structures on the Project Site; (2) the establishment of a new Related Bristol Specific Plan (SP No. 5) and a change of zone for the Project Site to the new Related Bristol Specific Plan (SP No. 5) designation; (3) redevelopment of the Project Site into 3,750 residential units, up to 350,000 square feet of commercial space, 250 hotel rooms, and 200 senior care units, including 6,520 onsite parking spaces, and 13.1 acres of onsite open space; and (4) approval of Vesting Tentative Tract Map ("VTTM") No. 2023-01. C. The City of Santa Ana ("City") is authorized, pursuant to Government Code Sections 65864 through 65869.5, to enter into development agreements with persons having legal or equitable interests in real property for the purpose of establishing certainty for both City and owner in the development process. D. Because of the logistics, magnitude of the expenditure and considerable lead time prerequisite to planning and developing the Project, Applicant has proposed to enter into a development agreement concerning the Project ("Development Agreement No. 2023-02") to provide assurances that the Project can proceed without disruption caused by a change in the City's planning policies and requirements except as provided in the Development Agreement No. 2023-02, which assurance will thereby Ordinance No. NS- Page 1 of 5 55394.00062\42643158.1 reduce the actual or perceived risk of planning for and proceeding with development of the Project. E. On August 12, 2024, the Planning Commission of the City of Santa Ana held a duly -noticed public hearing on the proposed Development Agreement No. 2023-02, recommending City Council approval of Development Agreement No. 2023-02. F. Entering into this Development Agreement No. 2023-02 would provide the City with extraordinary and significant benefits that are of regional significance, relate to existing deficiencies in public facilities, require the Property Owners to contribute a greater percentage of benefits than would otherwise be required, and represent benefits which would not otherwise be required as part of the development process. G. The Project and the use that the Property Owners propose in connection with the Project have been extensively reviewed and considered by the City Council, and such proposed development and use have been found to accommodate the City's recommendations and suggestions in order to protect the public's interest to enhance the desirability of such proposed development and use. The terms and conditions of this Development Agreement No. 2023-02 are fair, just and reasonable, and the City Council has concluded that the pursuit of the Project will serve the interests of the City. H. Based on the entire record before the City Council and all written and oral evidence presented, the City Council finds the Development Agreement No. 2023-02 in the public's interest and results in substantial community benefits because it meets and facilitates the fulfillment of many of the City's adopted General Plan "Issues, Goals and Policies" for each individual element, as further documented in the Ordinance of the City Council approving Amendment Application No. 2023-03 to establish the Related Bristol Specific Plan (SP No. 5) and approve the Zone Change. Section 2. The City prepared a Draft Supplemental Environmental Impact Report ("SEIR") that analyzed the Project's environmental impacts in accord with the California Environmental Quality Act (Public Resources Code, §§ 21000 et seq., "CEQA"), the regulations promulgated thereunder (14 Cal. Code of Regulations, §§ 15000 et seq., the "CEQA Guidelines"), and the City's Local CEQA Guidelines. The Draft SEIR was made available for public review for 45 days between July 6, 2023 and August 21, 2023. The document was made available online at the City of Santa Ana website and available for review at City Hall and the City of Santa Ana Public Library in hard copy form. In response to comments received on the Draft SEIR, the City prepared a Final SEIR and released it to the public on August 1, 2024. The Final SEIR in the City Council Resolution approving the Final SEIR is incorporated herein by reference. The City Council Resolution recommends certification of the Final SEIR (SCH No. 2020029087), adoption of findings under CEQA, and adoption of the Mitigation Ordinance No. NS- Page 2 of 5 55394.00062\42643158.1 Monitoring and Reporting Program and the Statement of Overriding Considerations, and among other things, properly assesses the environmental impact of the Project in accordance with CEQA. This Resolution incorporates by reference the environmental findings and analysis set forth in the Resolution for the Final SEIR (SCH No. 2020029087) as if fully set forth herein. Section 3. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves the Development Agreement No. 2023-02, a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by this reference, and authorizes the City Manager and Clerk of the Council to execute it on behalf of the City with such non -substantive changes as may be authorized by the City Manager and City Attorney. The Clerk of the Council is hereby authorized and directed to cause this Development Agreement No. 2023-02 to be recorded with the County Recorder's Office. Section 4. This Ordinance shall not be effective unless and until the City Council Resolution for Final SEIR No. 2020029087, the Planning Commission Resolution for VTTM No. 2023-01, the City Council Ordinance for AA No. 2023-03, and the City Council Resolution to Overrule the Orange County/John Wayne Airport Land Use Commission's determination of inconsistency are adopted and become effective. If said resolutions and ordinance are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise do not go into effect for any reason, then this Ordinance shall be null and void and have no further force and effect. Section 5. This Ordinance shall not be effective unless and until the City receives a fully executed copy of the Development Agreement No. 2023-02, including the executed Joinder of the Fee Owners of the Property. If the fully executed copy of the Development Agreement No. 2023-02 is not received by the City Clerk within 30 days of the approval of this Ordinance by the City Council, then this Ordinance shall be null and void and have no further force and effect. Section 6. The documents and materials associated with this Ordinance that constitute the record of proceedings on which these findings are based are located at Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, CA 92701. The City Clerk is the custodian of records for the record of proceedings. Section 7. Pursuant to Government Code Section 66020, the Applicant may protest the imposition of fees, dedications, reservations, or other exactions imposed on this development project by taking the necessary steps and following the procedures established by Sections 66020 through 66022 of the California Government Code. Section 8. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such Ordinance No. NS- Page 3 of 5 55394.00062\42643158.1 other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the Project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 9. If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this Ordinance and each section, subsection, sentence, clause, phrase, or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. Section 10. This Ordinance shall be effective thirty days after its adoption provided the conditions precedent set forth above have been satisfied. The City Clerk shall certify the adoption of this Ordinance and shall cause the same to be posted as required by law. Pursuant to Government Code Section 65868.5, within 10 days following the entering into of the Development Agreement, as evidenced by full execution thereof, the City Clerk shall record with the Orange County Recorder a copy of the Development Agreement. ADOPTED this 1st day of October, 2024. Valerie Amezcua Mayor Ordinance No. NS- Page 4 of 5 55394.00062\42643158.1 APPROVED AS TO FORM: City Attorney iaun-o- �. Vg for Sonia R. Carvalho City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Jennifer L. Hall, City Clerk, do hereby attest to and certify the attached Ordinance No. NS-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on October 1, 2024. Date: City Clerk City of Santa Ana Ordinance No. NS- Page 5 of 5 55394.00062\42643158.1 Exhibit A Development Agreement No. 2023-02 55394.00062\42643158.1 RECORDED AT REQUEST OF AND WHEN RECORDED RETURN TO: ) City of Santa Ana ) 20 Civic Center Plaza (M-30) ) Santa Ana, CA 92702 ) Attention: Clerk of the Council ) Exempt from filing fees pursuant to Government Code §27383 DEVELOPMENT AGREEMENT NO. 2023-02 A DEVELOPMENT AGREEMENT BETWEEN CITY OF SANTA ANA and RCR BRISTOL, LLC A DELAWARE LIMITED LIABILITY COMPANY Exhibit 4 DEVELOPMENT AGREEMENT NO. 2023-02 This Development Agreement ("Agreement") is entered into as of this � day of 2024 by and between the City of Santa Ana, California ("City") on the one hand, and RCR BRISTOL, LLC, a Delaware limited liability company ("Owner" or "RCR"), on the other hand. City and Owner may be referred to in this Agreement individually as a "party" or collective as the "parties." RECITALS A. City is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864, et seq. of the Government Code. RCR has an option to enter into a long-term ground lease to the Property, which ground lease constitutes an equitable interest in the Property. B. This Agreement constitutes a current exercise of City's police powers to provide predictability to RCR in the development approval process by vesting the permitted uses, density, intensity of use, timing and phasing of development, and applicable ordinances consistent with the Development Plan in exchange for RCR's commitment to provide significant public benefits to City as set forth in Section 4 below. C. RCR has requested that City enter into this Agreement and proceedings have been taken in accordance with applicable State law and the rules and regulations of the City in furtherance thereof. D. The best interests of the citizens of the City of Santa Ana and the public health, safety and welfare will be served by entering into this Agreement. E. The City Council hereby finds and determines that this Agreement is of major significance because it will provide significant economic benefit to the City through additional jobs created by the construction and operation of the Project, property and sales tax revenue to the City, infrastructure improvements, neighborhood revitalization, and general economic benefit. F. The provision by RCR of the public benefits as set forth in Section 4 below allows the City to realize significant economic, recreational, open space, educational, social, and other public benefits to City. These public benefits will advance the interests and meet the needs of Santa Ana residents and visitors to a significantly greater extent than would development of the Property without this Agreement. G. The physical effects, if any, of the Project and this Agreement have been analyzed pursuant to the California Environmental Quality Act as amended to date and as documented in the Final Environmental Impact Report entitled "Related Bristol Specific Plan Final Supplemental Environmental Impact Report" (State Clearinghouse House No. 2020029087 and City of Santa Ana DP No. 2022-31 ("Project FEIR"). H. This Agreement and the Project are consistent with the Santa Ana General Plan. I. All actions taken and approvals given by City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters. -I- Exhibit 4 Development of the Property in accordance with this Agreement will provide substantial benefits to City, as set forth in Section 4 below, and as stated Sections 1.4 and 2.1 of the Specific Plan. will further important policies and goals of City. K. This Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Section 65864, et sec.. of the Government Code are intended. L. On August 29, 2023, the City Council held a public hearing and authorized the City's Planning Division to draft findings and issue a determination overruling the County of Orange Airport Land Use Commission's Determination of Inconsistency associated with the Project and to provide notice of same in accordance with Section 21676(b) of the Public Utilities Code to the County of Orange Airport Land Use Commission and the State of California Department of Transportation's Division of Aeronautics. M. On August 12, 2024 City's Planning Commission held a public hearing on this Agreement, made findings and determinations with respect to this Agreement, and recommended to the City Council that the City Council approve this Agreement. N. On September 17, 2024, the City Council held a public hearing introducing this Agreement and considered the Planning Commission's recommendations and the testimony and information submitted by City staff, RCR, and members of the public. On F, consistent with applicable provisions of State law and the rules and regulations of the City, the City Council adopted Ordinance No. M finding this Agreement consistent with the City's General Plan and approving and adopting this Agreement. COVENANTS NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, City and Owner hereby agree as follows: 1. DEFINITIONS AND EXHIBITS. 1.1. Definitions. The following terms when used in this Agreement (including in the recitals above) shall be defined as follows: I.I.I. "Assigned Rights" has the meaning set forth in Section 2.5.1 hereof. 1.1.2. "Assignment and Assumption Agreement" has the meaning set forth in Section 2.5.1 hereof. 1.1.3. "Assumed Obligations" has the meaning set forth in Section 2.5.1 hereof. 1.1.4. "Agreement" means this Development Agreement. 1.1.5. "City" means the City of Santa Ana, a charter city and California municipal corporation. -2- Exhibit 4 1.1.6. "City Attorney" means the City of Santa Ana City Attorney. 1.1.7. "City Council" means the duly elected city council of the City of Santa Ana. 1.1.8. "Development" means the improvement of the Property for the purposes of completing the structures, improvements, and facilities comprising the Project including, but not limited to: grading; construction of infrastructure and other public facilities; construction of buildings and structures; installation of landscaping consistent with this Agreement. "Development" does not include the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof. 1.1.9. "Development Impact Fee" means a monetary exaction other than a tax or special assessment, whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis, that is charged by a local agency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development project, but does not include fees for processing applications for governmental regulatory actions or approvals. 1.1.10. "Development Plan" means the plan for development of the Property pursuant to the Project Approvals as set forth in Exhibit "C." 1.1.11. "Development Project Review Approvals" refers to the administrative review of all projects meeting the requirements of Division 3 of Article V of Chapter 41 (Zoning) of the Santa Ana Municipal Code as may be required by the Project Approvals. 1.1.12. "Discretionary Action" or "Discretionary Approval" means an action that requires the exercise of judgment, deliberation, or discretion on the part of the City, including any board, agency, commission, or department and any officer or employee thereof, in the process of approving or disapproving Development of the Project, as distinguished from an activity that is defined herein as a Ministerial Permit or Ministerial Approval (i.e., Development Project Review Approvals). 1.1.13. "Effective Date" means the date the ordinance approving and authorizing this Agreement becomes effective. 1.1.14. "Executive Director" has the meaning set forth in Section 2.5.1 hereof. 1.1.15. "Existing Land Use Regulations" means the Land Use Regulations that are in effect on the Effective Date, pursuant to California Government Code Section 65866. 1.1.16. "Existing Project Approvals" means all Project Approvals approved or issued on or before the Effective Date. 1.1.17. "Fee Owners" shall collectively mean Greenville Ranch, LLC, BSG West Bristol, LLC, and MCG Bristol West, LLC, and their respective successors and assigns. 1.1.18. "Future Project Approvals" means Project Approvals for the Project that are adopted, approved, or issued after the Effective Date. -3- Exhibit 4 1.1.19. "Ground Lease" means the long term ground lease to be entered into by and between the Fee Owners, as ground lessors, and Owner, as ground lessee. 1.1.20. "Land Use Regulations" means all ordinances, laws, resolutions, codes, rules, regulations, policies, requirements, guidelines, or other actions of City, including but not limited to the provisions set forth in the City's General Plan, Municipal Code, that affect, govern, or apply to the Development of the Project and use of the Property in a manner consistent with this Agreement, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the Development of the Property, subject to the terms of this Agreement, whether adopted by the City Council or the voters in an initiative. "Land Use Regulations" does not include any City ordinance, resolution, code, rule, regulation or official policy, governing: (a) the conduct of businesses, professions, and occupations; (b) taxes (special or general) and assessments; (c) the control and abatement of nuisances; (d) the granting of encroachment permits and the conveyance of rights and interests that provide for the use or the entry upon public property; (e) the exercise of the power of eminent domain. 1.1.21. "Leasehold Estate" means the leasehold estate to be created under the Ground Lease. 1.1.22. "Owner" means RCR or, as to each Project Phase that is the subject of a Sub Ground Lease, the Sub Ground Lessee under such Sub Ground Lease, and their successors in interest to all or any part of the applicable leasehold estate. 1.1.23. "Ministerial Approval," or "Ministerial Act" means the nondiscretionary permits, plans, inspections, certificates, documents and licenses required to be taken, issued, or approved by the City in order for Owner to develop the Project, including, without limitation, building permits, grading permits, Development Project Review Approvals, and other similar permits and approvals. Any approval or act that is not a Discretionary Approval is a Ministerial Approval. 1.1.24. "Mortgagee" means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender, and their successors and assigns. 1.1.25. "Project" means the development of the Property, as more specifically described in Exhibit "A" and shown on Exhibit "B," pursuant to the Project Approvals and the Development Plan, as such Development Plan may be further defined, enhanced, or modified pursuant to the provisions of this Agreement. 1.1.26. "Project Open Space" means the approximately 13.1 acres of publicly accessible open -space areas, as defined in the Specific Plan, to be ground leased and maintained by Owner. -4- Exhibit 4 1.1.27. "Project Phase" shall mean a portion of the development of the Property as contemplated by the Project Approvals. To avoid confusion, a "Project Phase" may include one or more Development phases and shall not be limited to any single Specific Plan Phase and may consist of a portion of a Specific Plan Phase. 1.1.28. "Project Approvals" means all site -specific (meaning specifically applicable to the Project only and not generally applicable to some or all other properties within the City) plans, maps, permits, entitlements, approvals (including Development Project Review Approvals), and entitlements of every kind and nature that are sought or agreed to in writing by Owner in its sole and absolute discretion for Development of the Project and that are approved by the City. Project Approvals include, but are not limited to, general plan amendments, specific plan approvals or amendments, site plans, development project review approvals, tentative and final subdivision maps, design guidelines, variances, zoning designations, conditional use permits, grading, building, and other similar permits, the site -specific provisions of general plans, environmental assessments, including environmental impact reports and negative declarations. A list of the Project Approvals is set forth in Exhibit "C." 1.1.29. "Property" means the real property described in Exhibit "A" and shown in Exhibit `B" to this Agreement. The Property is approximately 41.13 gross acres in size and is occupied by the Metro Town Square commercial development as of the Effective Date. It is composed of nine Assessor Parcel Numbers (APNs): 412-131-12, 412-131-13, 412-131-14, 412- 131-16, 412-131-17, 412-131-22, 412-131-24, 412-131-25 and 412-131-26. 1.1.30. "Public Benefit" refers to those benefits provided to the City and the community by Owner pursuant to Section 4 below. 1.1.31. "Reservation of Rights" means the rights and authority excepted from the assurances and rights provided to Owner under this Agreement and reserved to City under Section 3.3 of this Agreement. 1.1.32. "Specific Plan Phase" means any one of the three phases as shown on Figure 6-2 (Conceptual Phasing Plan) of the Related Bristol Specific Plan. 1.1.33. "Sub Ground Lease" shall mean a sub ground lease entered into by Owner with a third party pursuant to the terms of which Owner sub ground leases to such third party the portion of the Property referenced therein. 1.1.34. "Sub Ground Lessee" shall mean the lessee under any Sub Ground Lease. 1.1.35. "Sub Leasehold Estate" means the leasehold estate created under any Sub Ground Lease. 1.1.36. "Term" has the meaning ascribed thereto in Section 2.4.1 below. 1.2. Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: Exhibit "A" — Legal Description of the Property Exhibit `B" — Map showing Property and its location -5- Exhibit 4 Exhibit "C" — Development Plan and list of Project Approvals 2. GENERAL PROVISIONS. 2.1. Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out in accordance with the terms of the Development Plan, the Project Approvals, and this Agreement. This Agreement shall be recorded against the Property, subject to the terms and conditions of the Joinder attached hereto, which shall be executed by the Fee Owners and shall also bind the fee title to the Property subject to the terms and conditions of the Joinder attached hereto. 2.2. Ownership of Property. Owner represents and covenants that it has an option to enter into the Ground Lease, which Ground Lease constitutes an equitable interest in the Property. The Property's fee simple owners are the Fee Owners as defined in Section 1.1.18. Owner does not have a fee simple interest in the Property. 2.3. City Council Findings. The City Council finds that: 2.3.1. This Agreement is consistent with the City's General Plan. 2.3.2. This Agreement ensures a desirable and functional community environment, provides effective and efficient development of public facilities, infrastructure, and services appropriate for the development of the Project, and enhances effective utilization of resources within the City. 2.3.3. This Agreement provides public benefits beyond those that are necessary to mitigate the development of the Project, as set forth in Section 4 below. 2.3.4. This Agreement strengthens the public planning process, encourages private participation in comprehensive planning, and reduces costs of development and government. 2.3.5. The best interests of the citizens of the City and the public health, safety, and welfare will be served by entering into this Agreement. 2.4. Term. 2.4.1. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of twenty (20) years thereafter (the "Initial Term"), unless modified or extended pursuant to the provisions of this Agreement. Together, the Initial Term and any extension under this Agreement shall constitute the "Term." The Term, including all possible extensions, shall not exceed twenty -five -years unless this Agreement is amended to allow further extensions. Owner shall execute this Agreement which shall be recorded against the Property no later than ten (10) days following Owner's receipt of the fully -executed, recordable Agreement from the City. If Owner fails to enter into the Ground Lease within one (1) year of the Effective Date then this Agreement shall be null and void and of no further force or effect and the parties shall record a "Termination Release" as set forth in Section 10.1 below. (a) Owner has represented to City that Fee Owners are aware and understand of all of the terms of this Agreement and have consented to recordation of this Agreement against the Property subject to the terms and conditions of the Joinder attached hereto. Fee Owner shall -6- Exhibit 4 execute the Joinder attached to this Agreement and the properly executed Joinder shall be provided to City no later than ten (10) days after approval of this Agreement by the City Council. (b) It is anticipated that Parties will sign the Development Agreement upon approval of the Agreement by the City Council. Owner and Fee Owner shall cause this Agreement to be timely recorded against the Property no later than ten (10) days following Owner's receipt of the fully -executed, recordable Agreement from the City. (c) Failure of Owner to record this Agreement against the Property within ten (10) days following the receipt of the fully -executed, recordable Agreement from the City shall constitute an event of default by Owner under this Agreement. 2.4.2. The Initial Term of this Agreement shall be automatically extended by up to five (5) years if Owner achieves the following milestones: grading permits have been issued and construction has commenced on: (i) no less than 250,000 square feet of non-residential floor area (e.g., grocer, retail, restaurants); and (ii) a hotel, subject to financial feasibility. Owner shall remain eligible for the five (5) year extension if Owner determines that a hotel is financially infeasible and City, employing a commercial reasonableness standard, affirms same. Owner shall within 30 days reimburse City for the reasonable cost of the City's review of the hotel financial feasibility study. 2.4.3. If Owner fails to satisfy the prerequisites to securing the automatic extension, the City Council may nonetheless elect, in its sole discretion, to grant one or more extensions if Owner provides the City with a plan that includes a Development timeline and specific Development milestones. 2.4.4. When the Term ends, Owner shall have no vested right under this Agreement, regardless of whether or not Owner has paid City any Development Impact Fee. 2.4.5. If any party other than Owner initiates litigation that challenges the Project, this Agreement (and/or the ordinance approving this Agreement), or any of the Existing Project Approvals, the Owner will have the right to toll commencement of the Term, except for the duty to record this Agreement within ten (10) days of receipt of the fully -executed, recordable Agreement from the City, and any obligations of Owner under this Agreement during the period of such litigation. The tolling shall commence upon receipt by the City of written notice from Owner invoking this right to tolling. The tolling shall terminate when the action, including any appeal, is finally resolved, whether by entry of a final, non -appealable judgment that upholds the Project and the Existing Project Approvals or voluntary or involuntary dismissal of the entire action (and the passage of time required to appeal an involuntary dismissal) by the moving party. Owner shall similarly have the right to toll commencement of the Term, except for the duty to record this Agreement within ten (10) days of receipt of the fully -executed, recordable Agreement from the City, and any obligations of Owner under the Agreement in the event a referendum petition challenging the Project, the ordinance approving this Agreement, or any of the Project Approvals is submitted to the City Clerk. The tolling shall terminate if and when: (1) the City Clerk determines the referendum petition did not receive sufficient signatures to qualify for the ballot; or (2) the election results of the referendum uphold the Project and the Existing Project Approvals and are certified by the City Council. This Agreement shall be null and of no further force and effect in the event that the City Council rescinds the challenged action. -7- Exhibit 4 2.5. Assi ng ment. 2.5.1. Right to Sell, Transfer, Assign and Sub Ground Lease. Owner shall have the right, from time to time, to transfer all or portions of its interest in the Leasehold Estate and any Sub Leasehold Estate (including through the entering into of one or more Sub Ground Leases) (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410, et seq.) to any person, partnership, joint venture, firm, limited liability company, or corporation and, in connection therewith, to assign its rights under this Agreement, in whole or in part, to said person, partnership, joint venture, firm, limited liability company (collectively, the "Assigned Rights"); provided, however, that any such assignment of any rights and obligations under this Agreement shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement that pertain to the Project Phase that is the subject of such transfer, and be made in compliance with the following conditions precedent: (a) No transfer or assignment of any right or interest under this Agreement (in whole or in part) shall be made unless made together with the transfer of all or a part of the Leasehold Estate or Sub Leasehold Estate, as applicable, to which such rights or interests apply. (b) In connection with any such assignment of an Owner's rights and obligations under this Agreement (in whole or in part), Owner shall notify City in writing at least sixty (60 days) in advance of any sale assignment and shall provide City with a draft assignment and assumption agreement ("Assignment and Assumption Agreement"), in a form reasonably satisfactory to City, to be entered into by Owner, such assignee, and the City, pursuant to the terms of which such assignee shall expressly and unconditionally assume those duties, obligations, agreements, covenants, and waivers of Owner under this Agreement that are applicable to the Project Phase that is the subject of the portion of the Leasehold Estate, or Sub Leasehold Estate, as applicable, being transferred, including, without limitation, the covenants not to sue and waivers contained in Sections 7.3.1 and 9.5.1 hereof (collectively, the "Assumed Obligations"). Notwithstanding the failure of any assignee to execute the Assignment and Assumption Agreement, as required by Section 2.5.1(b) above, the burdens of this Agreement (as they relate to the Project Phase that is the subject of the Leasehold Estate or Sub Leasehold Estate being transferred) shall be binding upon such transferee, but the benefits of this Agreement shall not inure to such transferee unless the Assignment and Assumption Agreement is executed. (c) The Executive Director for the Planning and Building Agency (the "Executive Director") shall have the administrative authority to approve of the Assignment and Assumption Agreement and to determine whether Owner has complied with the above conditions, which approval and determination shall not be unreasonably withheld or conditioned. The Executive Director shall use best efforts to approve of the Assignment and Assumption Agreement and to determine whether the Owner has complied with the above conditions within five (5) business days following receipt of Owner's written request. The Executive Director's failure to approve or disapprove the foregoing within thirty (30) days following the Executive Directors receipt of Owner's written request shall constitute City's approval of the same. (d) Owner shall include the following sentence in each assignment, transfer or other conveyance document: "The Parties agree and acknowledge that no building permits will be issued by the City for a particular Project Phase unless and until the Community Benefit -8- Exhibit 4 Payment has been made for the applicable Specific Plan Phase which the particular Project Phase is in." 2.5.2. No Release of Transferring Owner. Notwithstanding any sale, transfer or assignment as provided in any Assignment and Assumption Agreement delivered in accordance with the provisions of Section 2.5.1 above, a transferring Owner shall continue to be obligated to comply with all of the terms and conditions set forth in this Agreement (and such transferring Owner shall not be released from any of such obligations) with respect to the transferred Leasehold Estate or Sub Leasehold Estate, or any transferred portion thereof, as applicable, and following any such transfer the transferring Owner and the transferee under the Assignment and Assumption Agreement shall be jointly and severally liable with respect to all of the obligations assumed by such transferee under such Assignment and Assumption Agreement. 2.6. Administrative Changes and Modifications. 2.6.1. Owner and City acknowledge that further planning and development of the Project may demonstrate that refinements and changes are appropriate with respect to the details and performance of the parties under this Agreement. The parties desire to retain a certain degree of flexibility with respect to the details of the Project development and with respect to those items covered in general terms under this Agreement, the Project Approvals, the Existing Land Use Regulations, and, once issued, any Future Project Approvals. 2.6.2. If and when the parties find that "Substantially Conforming Changes," as herein defined, are necessary, desirable or appropriate, they may, unless otherwise required by law, effectuate such changes or adjustments through an administrative operating memorandum that is executed by Owner and the Executive Director of the City's Planning and Building Agency or the Director's designee. As used herein, a "Substantially Conforming Change" is a minor change, modification, or adjustment that is deemed to be in substantial conformance with the Development Plan at the City's sole and absolute discretion. The following are excluded from the definition of "Substantially Conforming Changes": (1) changes to the timing or amount of the Project's Twenty -Two Million dollar ($22,000,000) Community Benefit Payment; (2) changes to the In -Lieu Fee; (3) changes to the Project Open Space; and (4) changes to the Timing of Development as set forth in Sections 3.5.1 and 3.5.2. A Substantially Conforming Change is not considered an amendment to this Agreement or to Development Plan and so does not require prior notice or hearing by the Planning Commission or City Council. 2.7. Amendment or Cancellation of Agreement. Except for Substantially Conforming Changes as defined by Section 2.6.2 above, this Agreement may be amended or modified from time to time only with the written consent of Owner and the City or their successors and assigns, and only upon approval of an amendment by the City Council after a public hearing in accordance with Government Code Section 65868. This provision shall not limit any remedy of City or Owner as provided by this Agreement. For avoidance of doubt, no modification of the Development Agreement pursuant to this Section 2.7 shall limit or impair the rights of Fee Owners under the attached Joinder without the consent of Fee Owners. 2.8. Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events: 2.8.1. Expiration of the stated Term of this Agreement as set forth in Section 2.4, including any extension(s). -9- Exhibit 4 2.8.2. Entry of a final judgment by a court of competent jurisdiction setting aside, voiding, or annulling the adoption of the ordinance approving this Agreement and/or any Project Approvals as set forth in Exhibit C. 2.8.3. The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement and/or any Project Approvals. In the event a referendum petition challenging the ordinance approving this Agreement and/or any Project Approvals is submitted to the City Clerk, Owner shall deposit with the City Ten Thousand Dollars ($10,000) ("Petition Deposit") to cover the actual cost incurred by the City examining the petition and verifying signatures. Should the referendum qualify for the ballot, Owner may request, at or prior to the Council meeting at which the Council will take up the referendum issue, that the City Council repeal the ordinance and/or any Project Approvals rather than submitting it to the voters. If Owner does not request that the City Council repeal the ordinance and/or any Project Approvals and the City Council submits the referendum to the voters, Owner shall deposit Fifty Thousand Dollars ($50,000) ("Referendum Deposit") with the City. City may use the Referendum Deposit to pay any and all costs associated with the said referendum measure (e.g., legal fees for outside counsel). Any funds remaining in the Petition Deposit may be put toward the Referendum Deposit at the Owner's request. If at any time the Referendum Deposit account has Five Thousand Dollars ($5,000) or less remaining, Owner shall, within three (3) business days of receiving notice from the City, deposit with the City Twenty -Five Thousand Dollars ($25,000) as requested by the City to cover necessary costs and expenses associated with the referendum and holding the related election. Following certification of the election results, any funds remaining in the Petition Deposit or the Referendum Deposit account shall be returned to the Owner within thirty (30) days of certification of the election results. In the event Owner requests that the City Council repeal the ordinance and the City Council nonetheless determines to submit the ordinance to the voters, Owner shall have no financial responsibility for the costs associated with holding the election, including any obligation to make a Referendum Deposit. 2.8.4. Completion of the Project in accordance with the terms of this Agreement, which is hereby defined to be: (i) issuance by the City of all required occupancy permits and final approvals for occupancy for the Project's 3,750 multi -family residential units, 350,000 square feet of commercial uses, 250 room hotel, and 200 senior living/continuum of care units; (ii) acceptance by City or applicable public agency of all required dedications in connection with same; and (iii) written notification by City to Owner that the Project is complete. 2.8.5. Termination of the Agreement as provided under this Agreement, including but not limited to Section 7.4 herein, shall not constitute termination of any other Project Approvals. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement that has occurred prior to such termination or with respect to any obligations that are specifically set forth as surviving this Agreement. Upon such termination, any Development Impact Fees paid by Owner to City on which construction has not yet begun shall be refunded to Owner by City. 2.9. Notices. 2.9.1. As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. -]0- Exhibit 4 2.9.2. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below. All notices shall be addressed as follows: If to City: City Clerk 20 Civic Center Plaza, 8" Floor PO Box 1988 M-30 Santa Ana, Ca 82702 Copies to: City Manager City Attorney Executive Director of Planning and Building Agency If to Owner: Related California Residential, LLC 18201 Von Karman Avenue, Ste 900 Irvine, CA 92612 Attn: Steven S. Oh E-mail: Steven.Oh@Related.com Copies to: Sean Matsler, Esq. Cox, Castle & Nicholson LLP 3121 Michelson Drive, Ste 200 Irvine, CA 92612 E-mail: smatsler@coxcastle.com If to Fee Owners: Greenville Ranch, LLC 8856 Sutter Circle, Unit 526b Huntington Beach, CA 92646 Attn: Alice Z. Callens And BSG West Bristol, LLC c/o Eide Bailly LLP 1505 Madrona St. N., Ste 800 Twin Falls, ID 83301 Attn: Jeff Spackman -1 ]- Exhibit 4 And MCG Bristol West, LLC 6618 Avenida Bizarro La Jolla, CA 92037 Attn: David Cortney 2.9.3. Either party may, by written notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 2.9.4. Consistent with the Joinder attached hereto, Fee Owners shall receive notice of any default and have the right, but not obligation, to cure any default as permitted in Sections 9.1.2 and 9.1.3 below. Fee Owners and their lenders shall also be entitled to receive a Certificate of Compliance upon request as provided in Section 10.20. 3. DEVELOPMENT OF THE PROPERTY. 3.1. Rights to Develop. Subject to the terms of this Agreement, including the Reservation of Rights in Section 3.3 below, Owner shall have a vested right to develop the Property in accordance with, and to the extent of, this Agreement, and the Project Approvals, and the Development Plan for the duration of the Term. Owner may proceed with demolition permits prior to pulling building permits provided Owner has provided proof of financing for that portion of the Project that demolition permits are being sought for. From the commencement of demolition until issuance of the Certificate of Occupancy, Owner shall ensure that the Property is secured and that all construction walls are maintained in a good condition and repair with no graffiti. 3.1.1. Except as expressly provided otherwise herein, the Project shall remain subject to all Existing Land Use Regulations and Project Approvals for the Term. Except as otherwise provided in this Agreement, and notwithstanding the authority of the City to further revise the Land Use Regulations pursuant to Government Code Section 65866, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Existing Land Use Regulations and Project Approvals. 3.1.2. In accordance with Government Code Section 66452.6(a), any subdivision map approved which relates to all or a portion of the Property shall be extended for the greater of (i) the Term of this Agreement or (ii) expiration of the tentative map pursuant to Section 66452.6. 3.1.3. Owner shall comply with all mitigation measures required to be undertaken pursuant to any document prepared in compliance with the California Environmental Quality Act with respect to the Project. 3.1.4. Notwithstanding Section 3.1.1 above, Owner acknowledges and agrees that the Project requires additional Project Approvals (the Future Project Approvals identified in Section 1.1.19). These Future Project Approvals shall be consistent with the Existing Project Approvals and this Agreement as to the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication -12- Exhibit 4 of land for public purposes; however the Future Project Approvals may include additional conditions that are lawful and appropriate to the type of Project Approval. 3.2. Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement including the Reservation of Rights in Section 3.3 below, the rules, regulations and official policies governing, inter alia, permitted uses and Development of the Property, the density and intensity of use and of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property, shall be the Existing Land Use Regulations and Project Approvals. In connection with any subsequent Project Approvals and except as specifically provided otherwise herein, City may exercise its discretion as set forth in Section 3.3.2. 3.2.1. City shall reasonably strive to complete: (a) its initial review of individual development projects within 30 days after the application is deemed complete, (b) any second plan review within 15 days after submission, and (c) any third plan review within 10 days after submission. 3.2.2. Notwithstanding the foregoing, the City does not guarantee that the timelines above will be met, and failure to meet these timelines does not constitute a default. 3.2.3. To help ensure expedited review of its development approvals, Owner may elect to pay for City to use a contract planner. City agrees to retain a contract planner to expedite review, if Owner so elects. 3.3. Reservation of Rights. 3.3.1. Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following are not Existing Land Use Regulations, but shall apply to the development of the Property as they are in effect at the time of application for Development Project Review Approvals, provided such regulations and/or fees (as applicable) are not designed in a manner such that they are applicable only, to the Project and/or Property: (a) Processing fees and charges of every kind and nature imposed by City to cover the actual costs to City of processing applications for Project Approvals or for monitoring compliance with any Project Approvals granted or issued. (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure, provided that such procedural regulations do not conflict with the Project Approvals. (c) Regulations, policies, and rules governing engineering and construction standards and specifications applicable to public and private improvements, including, without limitation, all uniform codes adopted by the City and any local amendments to those codes adopted by the City, including, without limitation, the City's Building Code, Plumbing Code, Mechanical Code, Electrical Code, and Grading Ordinance. -13- Exhibit 4 (d) Regulations that are in material conflict with this Agreement but that are reasonably necessary to protect the residents of the Project or the immediate community from a condition perilous to their health or safety. To the maximum extent possible, any such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided under this Agreement. (e) Regulations that are not in material conflict with this Agreement or the Development Plan. For avoidance of doubt, any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of development of the Property shall be deemed to materially conflict with the Development Plan and shall therefore not be applicable to the development of the Property. (f) Regulations that are in material conflict with the Development Plan; provided Owner has given written consent to the application of such regulations to Development of the Property. (g) Regulations that impose, levy, alter or amend fees, or charges relating to consumers or end users, including, without limitation, trash can placement, service charges and limitations on vehicle parking. (h) Regulations of other public agencies, including Development Impact Fees adopted or imposed by such other public agencies, although collected by City. 3.3.2. Subsequent Project Approvals. This Agreement shall not prevent City from exercising its rights under Government Code Section 65866 when acting on subsequent Project Approvals provided that such City actions do not materially conflict with this Agreement, the Development Plan, the Existing Land Use Regulations, and/or the Project Approvals. 3.3.3. Modification or Suspension by State or Federal Law. In the event that State, County or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations; provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. 3.3.4. Intent. The parties acknowledge and agree that City is restricted in its authority to limit certain aspects of its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to City all of its police power that cannot be or are not expressly so limited. This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to City all such power and authority that cannot be or is not by this Agreement's express terms so restricted. 3.4. Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of City may possess authority to regulate aspects of the development of the Property separately from or jointly with City and this Agreement does not limit the authority of such other public agencies. 3.5. Timing of Development. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal. 3d 465 (1984), that the failure of the parties in that -14- Exhibit 4 case to provide for the timing of development resulted in a later -adopted initiative restricting the timing of development to prevail over the parties' agreement, it is the specific intent of the parties to provide for the timing of the Project in this Agreement. To do so, the parties acknowledge and provide that Owner shall have the right, but not the obligation, to complete the Project in such order, at such rate, at such times, and in as many development phases and sub -phases as Owner deems appropriate in its sole subjective business judgment, except for the following: 3.5.1. No building permits for residential units shall be issued in excess of 1,875 residential units unless and until Owner commences construction activities for at least 175,000 square feet of commercial development. Owner may construct commercial square footage beyond 175,000 square feet if and when such additional commercial development is supported by market conditions, as determined by Owner in its sole discretion. Owner understands that commercial development is a priority to the City and agrees to exercise its discretion in good faith. 3.5.2. No less than 35,000 square feet of commercial development in Phase 1 or Phase 2 (as shown on Specific Plan Figure 6-2) shall consist of a grocer. 3.6. Moratoria. Except as specifically set forth in this section, City agrees that to the extent permitted by law, no moratorium or other similar limitation (whether relating to the rate, timing, or sequencing of the development of the Project or any part thereof and whether or not enacted by local initiative or otherwise) affecting subdivision maps, grading or building permits, occupancy certificates, or other entitlements approved, issued, or granted within the City, after the Effective Date of this Agreement, shall apply to the Project. Owner acknowledges and agrees that the provisions hereof shall not preclude the application to the Project of a moratorium or other similar limitation (of the type described in the preceding sentence) enacted in order to protect an imminent threat to the public health or safety. 3.7. Development Agreement/Project Approvals. In the event of any inconsistency between any Existing Land Use Regulation and a Project Approval, the provisions of the Project Approval shall control. In the event of any inconsistency between any Existing Land Use Regulation or Project Approval and this Agreement, the provisions of this Agreement shall control. 4. PUBLIC AND COMMUNITY SAFETY BENEFITS. 4.1. Public Benefits. The Project is expected to bring significant fiscal benefits to the City. The Project will also serve to implement the City's General Plan vision for the Property, which has long been designated as a District Center where intense mixed -use development is encouraged. hi addition, Owner has committed by this Agreement to contribute the public and community safety benefits, as provided below. 4.2. Community Benefits. 4.2.1. Santa Ana Police Department Substation: Prior to or concurrent with the construction completion of the Project's Phase 1, as contemplated by the Development Approvals), Owner shall provide City, upon the City's written request, with exclusive use of a 500 square foot space and 3 dedicated parking stalls within the Property for use by the Santa Ana Police Department as an administrative substation. This substation space and parking stalls will be owned by Owner but improved (tenant improvements), operated and maintained by the Santa Ana Police Department. The final location of the substation and its parking stalls are -15- Exhibit 4 envisioned to be located in one of the buildings along Plaza Drive or MacArthur in Phase 3 of the Project, as contemplated by the Development Approvals, but may be temporarily located anywhere on the Property, including potentially within existing commercial center. The substation and its parking stalls may be relocated within the Property subject to the mutual agreement of the parties. For the Term of the Agreement, Owner shall maintain private onsite security to monitor all areas of the Property. 4.2.2. Project Community Benefit Package: The Project will provide significant economic benefit to the City through additional jobs created by the construction and operation of the Project, property and sales tax revenue to the City, infrastructure improvements, neighborhood revitalization, and general economic benefit. In addition, Owner has agreed to provide the City with a Twenty -Two Million dollar ($22,000,000) payment ("Community Benefit Payment"), which Community Benefit Payment shall be allocated at the City's sole discretion. The Community Benefit Payment shall be paid to City by Owner pursuant to the following schedule: (1) Eight Million dollars ($8,000,000) prior to or concurrent with the issuance of the first demolition permit in furtherance of the Project's first Specific Plan Phase ("Community Benefit Payment No. 1"); (2) Six Million dollars ($6,000,000) prior to the issuance of the first building permit in furtherance of the Project's second Specific Plan Phase ("Community Benefit Payment No. 2"); and (3) Eight Million dollars ($8,000,000) prior to the issuance of the first building permit in furtherance of any component of the Project's third Specific Plan Phase except for building permits in furtherance of the Project Open Space ("Community Benefit Payment No. 3"). If the City has not received Community Benefit Payment No. 2 on or before the date that is 36 months and 1 day from the date of the Community Benefit Payment No. 1 payment, then Community Benefit Payment No. 2 shall accrue simple interest at a rate of five percent (5%) per annum until such time as it is paid to the City. Similarly, if the City has not received Community Benefit Payment No. 3 on or before the date that is 36 months and 1 day from the date of the Community Benefit Payment No. 2 payment, then Community Benefit Payment No. 3 shall accrue simple interest at a rate of five percent (5%) per annum until such time as it is paid to the City. Developer may commence construction of the Specific Plan Phases in any order. Notwithstanding the Specific Plan Phase order, Community Benefit Payment No. 1 shall be paid prior to or concurrent with the issuance of the first demolition permit in furtherance of any Specific Plan Phase; Community Benefit Payment No. 2 shall be paid prior to or concurrent with the issuance of the first building permit in furtherance of a different Specific Plan Phase; and Community Benefit Payment No. 3 shall be paid prior to or concurrent with the issuance of the first building permit in furtherance of the final Specific Plan Phase. 4.2.3. Business Retention and Local Vendors. Owner assumes the risk and shall be solely liable for any and all relocation benefits that are payable to any existing tenants in accordance with Government Code Sections 7260 et. seq. (See also Kong v. City of Hawaiian Gardens Redevelopment Agency (2002) 101 Cal.AppAth 1317). Owner shall defend and indemnity the City against any and all relocation claims. 4.2.4. Hotel Economic Benefits. The hotel(s) shall be operated under a recognized hotel flag or by a boutique hotel operator with a demonstrated track record of success operating similar hotels. Owner shall employ commercially reasonable efforts to secure a four -star hotel or above out of a five-star rating system as widely recognized and commonly used in the hospitality industry. 4.2.5. Project Open Space. In accordance with the Specific Plan, Owner shall construct, own, and maintain the Project Open Space. -16- Exhibit 4 (a) Owner shall design the Project Open Space to promote biodiversity, extend thermal comfort, and to promote biophilic design, health, and wellness. (b) Owner shall provide a total minimum of 4 free on -site events per year for the general public (e.g., concerts or farmers markets) including programming on sustainability and wellness, subject to Force Majeure events, as follows: (a) a minimum of two (2) free events per year shall be provided commencing one year after the completion of the southern Mixed- Use/Village Core district as set forth in the Specific Plan; and (b) a minimum of two (2) free events per year shall be provided commencing one year after the completion of the northern Mixed-use/Residential district as set forth in the Specific Plan. Owner's obligation under this Section shall terminate after 25 years after the commencement of the first free on -site event or upon termination of this Agreement whichever occurs later. (c) Owner shall record one or more open space easements against the Property for the benefit of the City concurrent with the recordation of the subdivision maps that implement a given Project Phase or Development phase, as contemplated by the Project Approvals. (d) City shall provide Owner a credit against its park and open space fee obligations (e.g., Park Acquisition and Development Fee) for the hard and soft cost of all land, improvements, operation, and maintenance associated with the Project Open Space. In the event the Project Open Space is less than 13.1 acres, Owner must satisfy any required park and recreation fees or other obligations (including those specified in Chapter 35, Article IV of the Santa Ana Municipal Code) for the amount of the acreage shortfall as calculated by the City. 4.2.6. Construction Standards. (a) Leadership in Energy and Environmental Design (LEED). The Project shall be constructed to a minimum LEED Silver standard, as established by the U.S. Green Building Council. (b) Water Conservation. The Project shall include high -efficiency irrigation, native drought -tolerant plantings, low -flow plumbing fixtures, and Energy Star equipment and appliances. (c) Electric Vehicle ("EV") Parking. No less than 5% of all structured parking stalls in the Project shall be equipped with EV chargers. No less than 10% of all parking stalls located within the parking structures shall be EV ready with sufficient electrical infrastructure to enable the future installation of EV conduit and chargers. (d) Signage Program. Owner shall implement a signage program to promote mass transit, provide ride -share infrastructure & bike/e-mobility facilities. (e) Electrical Appliances: All individual residential units within the Project shall utilize electric or induction stoves, ovens, and clothing dryers. This obligation shall not apply to commercial, common area, hotel, or other non-residential uses. (f) Photovoltaic Panels: The Project shall incorporate photovoltaic panels on all residential components of the Project -17- Exhibit 4 (g) Ecology & Wellness. Owner shall exercise commercially reasonable efforts to implement a single use plastic or non -biodegradable plastic use reduction program with retail tenants where feasible, with the exception of the grocer. (h) Carbon Sequestering. Owner shall exercise commercially reasonable efforts to incorporate carbon sequestering vegetation in the landscaping plans (i) Fitwell. Owner shall exercise commercially reasonable efforts to obtain Fitwell certification for the residential components of the Project. 0) Bike Lockers. With issuance of each building permit, Owner shall provide for and maintain and secure bike lockers or bike storage rooms on the Property. At least half of the lockers shall be made available for free to Project residents and employees. 4.2.7. Orange County Flood Control District Parcel: The Orange County Flood Control District owns an approximately 0.2 acre parcel (APN 412-131-27) adjacent to, and immediately northeast of, the Property ("OCFCD Parcel"). Owner shall make a reasonable and good faith effort to work cooperatively with City and the Orange County Flood Control District to improve and maintain the OCFCD Parcel. 5. HOUSING OPPORTUNITY ORDINANCE COMPLIANCE. 5.1. Owner Exemption. During the Term of this Agreement, as such Term may be extended, Consistent with Santa Ana Municipal Code Section 41-1903(a), Owner is exempt from Santa Ana Municipal Code Article XVIII.I inclusionary housing requirements (i.e., the Affordable Housing and Opportunity Ordinance) because Owner is entering into this Agreement. In lieu of compliance with Article XVIII.I, Owner commits to the In -Lieu Fee as set forth in Section 5.1.1, below, which may be paid at the time of building permit issuance for each market rate residential unit contemplated by a given building permit or in the aggregate, at Owner's sole discretion. In - Lieu fees paid in excess of the requirements for a particular building permit may be accrued and used by Owner to satisfy future in lieu fee requirements. Upon expiration or termination of this Agreement, Owner shall be subject to Santa Ana Municipal Code Article XVIII.I for any unit that has not received a Certificate of Occupancy. 5.1.1. In -Lieu Fee. Upon timely payment of the Twenty -Two Million dollar ($22,000,000) Community Benefit Payment as provided in Section 4.2.2, Owner shall make an in -lieu fee payment at the time of building permit issuance for each market rate residential unit contemplated by the building permit equal to five dollars ($5.00) per habitable square foot of each market rate residential unit (excluding Senior Assisted Living Community units, identified in Section 4.1.3 of the Specific Plan as Congregate Housing, Assisted Living or Memory Care units). At Owner's sole discretion, Owner may convert any Senior Assisted Living Community units to Independent Living units (as defined in Section 4.1.3 of the Specific Plan) and/or multifamily market rate units by paying the in -lieu housing fee in accordance with this Agreement. 6. REVIEW FOR COMPLIANCE. 6.1. Periodic Review. -18- Exhibit 4 6.1.1. The City shall review this Agreement annually, on or before July 1, 2025, and annually thereafter until the expiration of this Agreement, in order to ascertain the compliance by Owner with the terms of this Agreement ("Annual Review"). Owner shall timely submit an Annual Monitoring Report, in a form acceptable to the City Manager on or before the first anniversary of the Effective Date and annually thereafter until the expiration of this Agreement. If the Annual Review is not submitted within thirty (30) days after written notice from the City Manager, then Owner shall be in breach of this Agreement. The failure of the City to conduct the Annual Review shall not constitute a default by Owner. The Annual Monitoring Report shall be accompanied by an "Annual Review and Administration Fee" sufficient to defray the estimated costs of review and administration of the Agreement during the succeeding year. The amount of the Annual Review and Administration Fee" shall be set annually by resolution of the City Council. 6.1.2. The Annual Review shall include a progress report on the status of the implementation of the Project and the new tax revenue generated by the Project, including, but not limited to, the following: components: (a) Development and construction progress of the following uses and Project (i) Site development (ii) Public infrastructure, (iii) Project design features, (iv) Community benefits, (v) Plaza, (vi) Hotel, (vii) Residential, (viii) Commercial, (ix) Office (x) Parking (xi) Philanthropic activities (education, culture, arts) (b) Reporting for items listed in Section 6.1.2(a) shall be include a table substantially similar to the following: An example of a compliance report for site development and can be applied to other above criteria and metrics. Reporting Period: 2025 —1 st Report Year 1 of 20 of Agreement -19- Exhibit 4 Use Approved Total Cumulative Remaining to Status & Look Ahead SF/Units/Rooms Completed In Total Be Period Completed Completed Residential 3,750 100 200 3,550 On target with 300 to be completed in the next period Hotel 250 250 250 0 Completed Commercial 350,000 150,000 150,000 200,000 150k completed for Tenant X. New 20-Year lease. Negotiating with Tenant Y for a 15 year lease. (c) Progress relative to economic projections of- (i) Increases in property tax, (ii) Property Tax In -Lieu of VLF received by the City, (iii) Sales tax received from the Project, (iv) Business tax received from the Project, (v) Hotel Visitors Tax (HVT) (vi) Utility User Tax received from the Project, (d) Reporting for items listed in Section 6.1.2(c) shall be include a table, prepared by Owner with City's cooperation, substantially similar to the following: Reporting Period: 2024 — Year 1 of 20 of Agreement Revenue Total for Period Cumulative to Percentage Status & Look Ahead date increase over 2018 Base Year Property Tax Property Tax In -Lieu of VLF Sales Tax TOT (HVT) Business Tax Franchise Tax UUT -20- Exhibit 4 6.2. Special Review. The City Council may order a special review of compliance with this Agreement at any time commencing one year following the issuance of the Project's first building permit, but not more than once during any 12-month period. The City Manager, or his or her designee, shall conduct such special reviews. 6.3. Review Procedure. 6.3.1. During either an Annual Review or a special review, Owner shall be required to demonstrate good -faith compliance with the terms of this Agreement. The burden of proof on this issue shall be on Owner. 6.3.2. Upon completion of an Annual Review or a special review, the City Manager, or the City Manager's designee, shall submit a receive and file report to the Planning Commission if he or she finds that Owner is in good -faith compliance with the terms of this Agreement. If the City Manager, or the City Manager's designee, finds on the basis of reasonable evidence that Owner is not in good -faith compliance with the terms of this Agreement, he or she shall set the matter for hearing before the Planning Commission and shall submit a report setting forth said evidence concerning compliance by Owner with the terms of this Agreement and his or her recommended finding on that issue. 6.3.3. If the Planning Commission finds on the basis of substantial evidence that Owner is in good -faith compliance with the terms of this Agreement, it shall confirm same and formally conclude the review by resolution. If the Planning Commission finds and determines on the basis of substantial evidence that Owner has not complied in good faith with the terms and conditions of this Agreement: (a) The Planning Commission shall provide written notice to Owner of such findings setting forth the nature of the problem and the actions, if any, required of Owner to cure such problem. (b) If the problem can be cured and Owner fails to take such actions and cure such problem within sixty (60) days after of the effective date of the Planning Commission's notice or, in the event that such problem cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such problem within such sixty (60) day period and to diligently proceed to complete such actions and cure such problem, then the Planning Commission may recommend to the City Council modification or termination of this Agreement. (c) Owner may appeal a Planning Commission determination pursuant to this Section 6.3.3 pursuant to City's rules for consideration of appeals in zoning matters then in effect. If a Planning Commission determination is appealed, any cure ordered by the Planning Commission shall be tolled until a decision is reached by the City Council on the appeal. Notice of default as provided under Section 7 of this Agreement shall be given to such Owner prior to or concurrent with proceedings under Section 6.4 and Section 6.5. 6.4. Proceedings Upon Modification or Termination. If, upon a finding under Section 6.3, City determines to proceed with modification or termination of this Agreement, City shall give -21- Exhibit 4 written notice to Owner of its intention so to do. The notice shall be given at least ten (10) calendar days prior to the scheduled hearing and shall contain: 6.4.1. The time and place of the hearing; 6.4.2. A statement as to whether or not City proposes to terminate or to modify this Agreement; and, 6.4.3. Such other information that the City considers necessary to inform Owner of the nature of the proceeding. 6.5. Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination, Owner shall be given an opportunity to be heard. Owner shall be required to demonstrate good -faith compliance with the terms and conditions of this Agreement. The burden of proof on this issue shall be on Owner. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this Agreement, the City Council may terminate this Agreement or, in lieu of termination and with the consent of Owner, modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final. 6.6. Certificate of Agreement Compliance. 6.6.1. If, at the conclusion of a Periodic or Special Review, Owner is found to be in compliance with this Agreement, City shall, upon request by Owner, issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent Periodic or Special Review and based upon the information known or made known to the City Manager and City Council that: (1) this Agreement remains in effect; and (2) Owner is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a Periodic or Special Review and shall state the anticipated date of commencement of the next Periodic Review. Owner may record the Certificate with the County Recorder. 6.6.2. Whether or not the Certificate is relied upon by assignees or other transferees or Owner, City shall not be bound by a Certificate if a default existed at the time of the Periodic or Special Review, but was concealed from or otherwise not known to the City Manager or City Council. 6.7. Conditions of Discretionga Approvals. The requirements imposed as conditions of any discretionary approval received through the City's existing regulatory process shall be governed by the terms of those approvals, and in no event shall such conditions be affected by the termination, cancellation, rescission, revocation, or default or expiration of this Development Agreement (although such conditions must comply with the Applicable Rules). 7. DEFAULT AND REMEDIES. 7.1. Remedies in General. It is acknowledged by the parties that City and Owner would not have entered into this Agreement if either party were to be liable in damages arising out of a breach or default under this Agreement and, therefore, each of the parties hereto hereby acknowledge and agree that the sole remedies that either party hereto may pursue and enforce against the other arising out of a default or breach under this Agreement by the other party (and -22- Exhibit 4 the expiration of all applicable notice and cure periods) shall be an action for specific performance or a termination of this Agreement by such non -defaulting party's obligations under this Agreement (subject to the terms and provisions of Section 6.3.3), and each party hereto expressly waives any other remedy they might otherwise be entitled to pursue, at law or in equity, against the other, and each party hereto expressly waives any right to sue the other for damages or claim any damages. 7.2. Release. 7.2.1. Except for specific performance, Owner, for itself, its successors and assignees, hereby releases City, its officers, agents and employees, from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, because it entered into this Agreement or because of the terms of this Agreement. Owner hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.." By initialing below, Owner hereby waives the provisions of Section 1542 in connection with the matters that are the subject of the foregoing waivers and releases. Owner's Initials 7.2.2. Except for specific performance, City, for itself, its successors and assignees, hereby releases Owner, its officers, agents and employees, from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, because it entered into this Agreement or because of the terms of this Agreement. City hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.." By initialing below, City hereby waives the provisions of Section 1542 in connection with the matters that are the subject of the foregoing waivers and releases. City's Initials 7.3. Termination or Modification of Agreement for Default of an Owner. City may terminate or modify this Agreement for any failure of Owner to perform any material duty or obligation of -23- Exhibit 4 Owner under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as "default"); provided, however, City may terminate or modify this Agreement pursuant to this Section 7.4 only after providing written notice to Owner of default setting forth the nature of the default and the actions, if any, required by Owner to cure such default and, where the default can be cured Owner has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 7.3.1. No Cross Default. Parties agree and acknowledges that, notwithstanding anything stated to the contrary in this Agreement: (a) the failure of RCR to comply with or satisfy any of RCR's obligations under this Agreement shall not limit or impair a transferee's rights and benefits under this Agreement with respect to its Assigned Rights (as they apply to the Project Phase owned by such transferee) under Section 2.5.1 of this Agreement and (b) the failure of any transferee to satisfy such transferee's Assumed Obligations as provided for under Section 2.5.1 of this Agreement shall not, as to the Project Phase to which those Assumed Obligations apply, limit or impair any of the Assigned Rights of any other transferee as to the Project Phase owned by such other transferee. 7.4. Voluntary Termination of Agreement by In the event RCR determines, in its sole discretion, prior to issuance of the first demolition permit implementing the first Specific Plan Phase, that it no longer wishes to proceed with the Project pursuant to the terms of this Agreement, RCR may terminate this Agreement by providing the City with 30 days written notice. Notwithstanding this or other provisions herein, RCR's indemnity and defense obligations shall survive such termination for the later of twelve (12) months or expiration of the statute of limitations on any and all potential causes of action against the City as set forth in Section 8 of this Agreement. 7.5. Notice and Cure Rights. Notwithstanding anything stated to the contrary in this Agreement, City shall have no right to terminate any of the rights of any Owner under this Agreement unless such Owner has failed to cure any default under this Agreement giving rise to any such termination right within the cure periods expressly provided for above in this Section 7. 8. LITIGATION 8.1. Third -Party Litigation Concerning Agreement. Owner shall defend, at its expense, including attorneys' fees, indemnify, and hold harmless City, its agents, officers and employees from any claim, action or proceeding against City, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement, any document prepared for the Project in compliance with the California Environmental Quality Act, or the approval of any permit or entitlement granted pursuant to this Agreement for the Project. City shall promptly notify Owner of any claim, action, proceeding or determination included within this Section 8.1 no later than fourteen (14) business days and City's receipt of service of process and City shall cooperate in the defense. If City fails to promptly notify Owner of any such claim, action, proceeding or determination as required by this Section, or if City fails to cooperate in the defense, Owner shall not thereafter be responsible to defend, indemnify, or hold harmless City as to that claim, action, proceeding, or determination. City may in its discretion participate in the defense. 8.2. Environmental Assurances. Owner shall indemnify and hold City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of -24- Exhibit 4 Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. City may in its discretion participate in the defense. 8.3. Reservation of Rights. With respect to Section 8.1 and Section 8.2 herein, City reserves, the right to either (1) approve the attorney(s) that the indemnifying party selects, hires or otherwise engages to defend the indemnified party hereunder, which approval shall not be unreasonably withheld, conditioned, or delayed; or (2) conduct its own defense; provided, however, that the indemnifying party shall reimburse the indemnified party forthwith for any and all reasonable expenses incurred for such defense, including attorneys' fees, upon billing and accounting therefor. 8.4. Challenge to Existing Land Use Approvals. By accepting the benefits of this Agreement, Owner, on behalf of itself and its successors in interest, hereby expressly agrees and covenants not to sue or otherwise challenge any land use approval affecting the Property and in effect as of the Effective Date. Such agreement and covenant includes, without limitation, the covenant against any direct suit by Owner or its successor in interest, or any participation, encouragement or involvement whatsoever that is adverse to City by Owner or its successor in interest, other than as part of required response to lawful orders of a court or other body of competent jurisdiction. Owner hereby expressly waives, on behalf of itself and its successors in interest, any claim or challenge to any land use approval affecting the Property and in effect as of the Effective Date. 8.5. Survival. The provisions of Sections 8.1 and 8.2 shall survive the termination of this Agreement. 9. MORTGAGEE PROTECTION. 9.1. The parties hereto agree that this Agreement shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. City acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. In furtherance of the foregoing, and notwithstanding anything stated to the contrary in this Agreement, any Mortgagee of the Property shall be entitled to the following rights and privileges: 9.1.1. Default under Agreement Does Not Impair Lien of any Mortgage. Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property, the Leasehold Estate, or any Sub Leasehold Estate made in good faith and for value, unless otherwise required by law. 9.1.2. Request for Notices of Default by Mortgagee. The Mortgagee of any mortgage or deed of trust encumbering the Property, the Leasehold Estate, or Sub Leasehold Estate, or any -25- Exhibit 4 part thereof, which Mortgagee, has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by the applicable Owner in the performance of such Owner's obligations under this Agreement. 9.1.3. If City timely receives a request from a Mortgagee requesting a copy of any notice of default given to Owner under the terms of this Agreement, City shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to Owner. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. 9.1.4. Lender Protection Provisions. (a) Notices to Mortgagees; Mortgagee'sght to Cure. (i) Notices to Mortgagees. City shall send to each Mortgagee which has provided City written notice of its name and address, in the manner provided by Section 9.1 above, a true, correct and complete copy of any written notice sent to Owner or any Sub Ground Lessee, as applicable, of a default by Owner or any Sub Ground Lessee under this Agreement at the same time as and whenever any such notice of default shall be given by City to Owner or any Sub Ground Lessee, addressed to such Mortgagee at the address last furnished to City by such Mortgagee. Owner and each Sub Ground Lessee, as applicable, irrevocably directs that City accept, and City agrees to accept, performance and compliance by any such Mortgagee of and with any term, covenant, agreement, provision, condition or limitation on Owner's, or any Sub Ground Lessee's, part to be kept, observed or performed hereunder with the same force and effect as though kept, observed or performed by Owner and/or any such Sub Ground Lessee, as applicable, provided that such performance and/or compliance is made in accordance with the provisions of Section 10.1.4 below. (ii) Mortgagee's Right to Cure. Notwithstanding anything stated to the contrary in this Agreement, this Agreement shall not be terminated as to any Project Phase because of a default or breach hereunder on the part of Owner or any Sub Ground Lessee until and unless: (1) written notice of any such default or breach has been delivered to Mortgagee in accordance with the provisions of Section 10.3 above, (2) with respect to a default or breach that is curable solely by the payment of money, Mortgagee, Owner and any applicable Sub Ground Lessee have failed to cure such default or breach within thirty (30) days following the expiration of any of Owner's and/or any Sub Ground Lessee's, as applicable, notice and cure periods set forth herein, and (3) with respect to a default or breach that is not curable solely by the payment of money, Mortgagee, Owner and/or any applicable Sub Ground Lessee have failed to cure such default or breach within ninety (90) days following the expiration of any of Owner's and/or any applicable Sub Ground Lessee's notice and cure periods set forth herein or, if such default or breach is curable but cannot be cured within such time period, (i) Mortgagee has failed to notify City within such ninety (90) day time period that Mortgagee intends to cure such default or breach, (ii) Mortgagee fails to commence to cure such default or breach within such ninety (90) day period, or (iii) Mortgagee fails to diligently prosecute such cure to completion. It is expressly understood and agreed that no Mortgagee shall have any obligation -26- Exhibit 4 hereunder to cure or complete any cure of any breach or default by Owner or any applicable Sub Ground Lessee hereunder. (b) Permitted Transfers to Mortgagee. (i) Notwithstanding anything stated to the contrary in this Agreement, the following transfers shall be permitted and shall not require the approval or consent of City: (1) A transfer of the Owner's or any Sub Ground Lessee's Leasehold Estate or Sub Leasehold Estate, as applicable (and the concurrent transfer of the Owner's or any Sub Ground Lessee's rights under this Agreement with respect to the Project Phase that is the subject of the Leasehold Estate or Sub Leasehold Estate provided the conditions in Section 2.5.1 hereof have been complied with as to such Project Phase), at a foreclosure sale under a Mortgage, whether pursuant to the power of sale contained therein or a judicial foreclosure decree, or by an assignment in lieu of foreclosure, or (2) Any subsequent transfer by a Mortgagee (or its nominee or designee if the Mortgagee, or such nominee or designee, is the purchaser at such foreclosure sale or under such assignment in lieu of foreclosure) with respect to the Leasehold Estate or any Sub Leasehold Estate, and the concurrent transfer of the Owner's or any Sub Ground Lessee's rights under this Agreement with respect to the Project Phase that is the subject of the Leasehold Estate or Sub Leasehold Estate so transferred, provided that the conditions in Section 2.5.1 hereof have been complied with as to such Project Phase. (ii) Any transferee arising from any transfer permitted above shall be liable to perform the obligations of Owner or any Sub Ground Lessee, as applicable, under this Agreement only so long as such transferee holds title to the Leasehold Estate or Sub Leasehold Estate, provided that upon any such conveyance of title, such transferee's transferee expressly assumes and agrees to perform all of the obligations of this Agreement first arising after the date of such conveyance to the extent applicable to the Project Phase to which such Leasehold Estate or applicable Sub Leasehold Estate applies. (iii) Following the transfer, if any, described in Section 10.1.3(b)(i) above, all non -curable defaults existing under this Agreement prior to such transfer shall be deemed waived without further notice or action of any party. (c) Rights of Mezzanine Lender. Any lender that makes a loan to Owner or to any Sub Ground Lessee, or to any entity holding an interest in Owner or any Sub Ground Lessee, direct or indirect, that is secured by a pledge of equity interests in Owner or any applicable Sub Ground Lessee, direct or indirect, shall be entitled to all of the rights and remedies under this Section 10.1.3 that are afforded to a Mortgagee under this Agreement, (i) provided that Owner or any applicable Sub Ground Lessee shall have provided to City written notice setting forth the name and address of any such lender, and (ii) except that such rights and remedies shall be subject and subordinate to the rights of any Mortgagee, and shall not impair any of the rights and remedies afforded any Mortgagee, hereunder. 9.1.5. Obligations of Mortgagee Under Agreement. Any Mortgagee who comes into possession of the Leasehold Estate, or a Sub Leasehold Estate, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Leasehold Estate or Sub Leasehold Estate=as applicable, or part thereof, subject to the terms of -27- Exhibit 4 this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of an Owner's obligations or other affirmative covenants of an Owner hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by an Owner is a condition precedent to the performance of a covenant by City, the performance thereof shall continue to be a condition precedent to City's performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.5 of this Agreement. (a) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property as applicable, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of an Owner's obligations or other affirmative covenants of an Owner hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by an Owner is a condition precedent to the performance of a covenant by City, the performance thereof shall continue to be a condition precedent to City's performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.5 of this Agreement. 9.1.6. Fee Owners' Right to Encumber Property. Fee Owners shall have the right to encumber the fee title in the Property by any mortgage, deed of trust or other security device securing financing for the fee title in the Property to the extent permitted pursuant to the terms of (and subject to all the terms and conditions set forth in) the Ground Lease, and nothing in this Agreement shall impair such right. Any Mortgagee of the fee title in the Property shall have all the benefits of a Mortgagee provided in this Agreement, including the right to receive notice of default and the right, but not obligation, to cure any default as permitted hereunder. Notwithstanding anything to the contrary in this Section 9.1, a Mortgagee of the fee title shall have no obligations under this Agreement except that upon any conveyance of fee title to such Mortgagee, the Mortgagee shall assume the express obligations of the Fee Owners under this Agreement. 10. MISCELLANEOUS PROVISIONS. 10.1. Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the Orange County Recorder by the Clerk of the City Council against the Property within ten (10) days following Owner's receipt of the fully -executed, recordable Agreement from the City. If the parties to this Agreement or their successors in interest amend or cancel this Agreement, or if the City terminates or modifies this Agreement as provided herein for failure of the Owner to comply in good faith with the terms and conditions of this Agreement, the City Clerk shall cause notice of such action recorded with the Orange County Recorder, and in connection with any termination of this Agreement, in such form or by such recordable instrument, that will allow a reputable title company to remove the Agreement as an exception to title of the Property (a "Termination Release"). 10.2. Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall -28- Exhibit 4 be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 10.3. Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the Public Benefits set forth in Section 4 of this Agreement, including the payment of the Development Impact Fees set forth therein, are essential elements of this Agreement and City would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever. 10.4. Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California, with venue in Orange County. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof. 10.5. Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 10.6. Singular and Plural. As used herein, the singular of any word includes the plural. 10.7. Joint and Several Obligations. If at any time during the Term of this Agreement the Property is owned, in whole or in part, by more than one owner, all obligations of such owners under this Agreement shall be joint and several, and the default of any such owner shall be the default of all such owners. Notwithstanding the foregoing, no owner of a single lot that has been finally subdivided and sold to such owner as a member of the general public shall have any obligation under this Agreement except as expressly provided for herein. 10.8. Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 10.9. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter. 10.10. Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns, and no other person shall have any right of action based upon any provision of this Agreement. 10.11. Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by: (1) strikes, lockouts or labor disputes; (2) inability to obtain labor or materials or reasonable substitutes therefor (including as a result of freight embargos); (3) inclement weather which delays or precludes construction; (4) acts of God, including but not limited to earthquakes, or the public enemy or civil commotion; (5) condemnation, (6) fire or other casualty; (7) shortage of fuel, electricity or -29- Exhibit 4 natural gas; (8) action or nonaction of public utilities or of local, state or federal governments, affecting the work, including, but not limited to, any delays in the permitting process as a result of the action or inaction of such governmental authorities including government shutdown for a period of time of one (1) week or more; (9) criminal acts or acts of terrorism; or (10) pandemic or government imposed quarantine (11) other conditions similar to those enumerated above which are beyond the reasonable anticipation or control of such Party, or other causes beyond the Parry's reasonable control. If any such events shall occur, the term of this Agreement and the time for performance shall be extended for the duration of each such event, provided that the Term of this Agreement shall not be extended pursuant to this section for more than five (5) years. 10.12. Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 10.13. Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and (c) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof. 10.14. Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 10.15. Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 10.16. Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Owner is that of a government entity regulating the development of private property and the owner of such property. 10.17. Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 10.18. Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain. -30- Exhibit 4 10.19. Afzent for Service of Process. In the event any Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, Owner shall file with the City Manager, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process and such service shall constitute valid service upon Owner. Owner is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. 10.20. Certificate of Compliance. At any time during the term of this Agreement, any lender or either Party may request either Party to this Agreement to confirm that (1) this Agreement is unmodified and in full force and effect (or if there have been modifications hereto, that this Agreement is in full force and effect as modified and stating the date and nature of such modifications); (2) to the best of such Party's knowledge, no defaults exist under this Agreement or if defaults do exist, to describe the nature of such defaults; and (3) any other information reasonably requested. Each Party hereby agrees to provide a Certificate to such lender or other Party within thirty (30) days of receipt of the written request therefor. 10.21. Authority to Execute. The person or persons executing this Agreement on behalf of Owner warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind Owner to the performance of its obligations hereunder. [Signatures on following pages] -31- Exhibit 4 IN WITNESS WHEREOF, the parties hereto have executed this Development Agreement on the last day and year set forth below. OWNER RCR BRISTOL, LLC, a Delaware limited liability company By: Name: Title: Dated: CITY City OF SANTA ANA, a California municipal corporation By: Mayor Dated: ATTEST: By: City Clerk Dated: APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP City Attorney Dated: -32- Exhibit 4 JOINDER Unless expressly defined herein, all capitalized terms used herein shall have the meanings ascribed to such terms in the Development Agreement (the "Development Agreement") to which this Joinder is attached. The undersigned Fee Owners are hereby entering into this Joinder for the sole purpose of subjecting their fee title to the Property to the burden and effect of the Development Agreement and, upon the recording of the Development Agreement in the Official Records of Orange County, fee title to the Property shall be encumbered by all of the terms and conditions of the Development Agreement; provided, however, notwithstanding the foregoing, the City acknowledges and agrees that unless the Fee Owners hereafter execute an Assignment and Assumption Agreement in a form approved by Fee Owners and the City in the manner described in Section 2.5.1 of the Development Agreement (the "Approved Form"), the Fee Owners (including members, partners, officers, agents or representatives of Fee Owners) shall have no liability, rights or obligations under the Development Agreement except for such rights or obligations expressly set forth for the benefit or burden of Fee Owners under the Development Agreement. Unless and until an Assignment and Assumption Agreement, in the Approved Form, is executed by the Fee Owners and City, City shall have no recourse against the Fee Owners or the fee title to the Property. Fee Owners shall receive notice of default and have the right, but not obligation, to cure any default as permitted in Sections 9.1.2 and 9.1.3 of the Development Agreement. Fee Owners and their lenders shall be entitled to receive a Certificate of Compliance upon request as provided in Section 10.20 of the Development Agreement. In addition, in the event that the Ground Lease is terminated, Fee Owners shall thereafter have the right to terminate the Development Agreement upon written notice to City, in which event the City shall cause to record a Termination Release with the Orange County Recorder. For avoidance of doubt, no modification of the Development Agreement pursuant to Section 2.7 of the Development Agreement shall limit or impair the rights of Fee Owners under this Joinder without the consent of Fee Owners. Greenville Ranch, LLC, a California limited liability company Alice Z. Callens, President Louise A. Callens, Secretary/Treasurer Executed as of , 2024 -33- Exhibit 4 MCG Bristol West, LLC, a California limited liability company David W. Cortney, Manager Executed as of 2024 BSG West Bristol, LLC, a California limited liability company Robert Bradley Gisler, Manager Susan E. Gisler, Manager Executed as of .2024 -34- Exhibit 4 EXHIBIT "A" (Legal Description of the Property) LEGAL DESCRIPTION: PARCEL 1: PARCELS 1 AND 2. IN THE CITY OF SANTA ANA. COUNTY OF ORAME, STATE OF CAUFORNVAS SHOWN ON A MAP FILED IN BDDK 40. PAGE'S 5 AND 6 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, CAUFORN[k EXCEPTING FROM SAID PARCEL 2 THAT PORMN THEREOF CONVEYED TO THE CITY OF ANTA ANA BY DEED RECORDED MAY 17, 1972 IN BOOK 10130, PAGE 417. OF QFFICIAL RECORDS. DESCRIBED AS FOLLOWS: BEGINNING AT THE WESTERLY TERMINUS OF THAT CERTAIN COURSE IN THE NORTHERLY BOUNDARY OF PARCEL 2 OF SAID MAP THAT READS NORTH 87 03' 58" WEST 74.47 FEET: THENCE CONTINUING ALONG SA O NORTHERLY BOUNDARY NORTH 89' 12" 27" 41fEV 75.11 FEET TO A POINT ON A W )N—TANGENT CURVE CONCAVE SOUTHEMTERLY HAVING A RADius or 30.00 FEET, A RADIAL AT SAID POINT BEARS NORTH 39` 01' 25' WEST; THENCE OONTINVINO ALW SAID NORTHERLY BMNOARY SOUTHWESTERLY 5.30 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 10' 07' 33' TO A POINT ON A LIKE PARALLEL WITH AND 59.00 FEET SOUTHERLY FROM 7NE CENTERLINE OF hW ,ARTHUR BOULEVARD As SHOWN ON SAID MAP, A RADIAL AT SAID POINT BEARS NORTH 49' 08' 58" WEST; THENCE LEAVING, SAID CURVE ALONG SAID PARALLEL UNE SOUTH 89' 03' 58" EAST A DISTANCE OF 78.76 FEET TO THE POINT OF BEGINNING. PEEL 2: PARCELS 1. 2, 3 AND 4 IN THE CITY OF SANTA MIA, COUNTY OF ORANGE. STATE OF CAUFORNLA, AS SHOWN ON A MAP FILED IN BOOK 79, PAGES 19 AND 20 OF PARCEL MPS, IN THE OFFICE OF 7HE COUNTY RECORDER OF SAIO COUNTY_ Exhibit 4 u Project Site EXHIBIT "B" (Map of the Property) Exhibit 4 EXHIBIT "C" Development Plan and list of Project Approvals Development Plans and entitlement applications as presented in the City Staff Report Dated September 17, 2024 are incorporated herein by reference. Project Approvals include, but may not be limited to the following entitlements: 1. The Final Supplemental Environmental Impact Report entitled "Related Bristol Specific Plan Final Environmental Impact Report" (State Clearinghouse House No. 2020029087 and City of Santa Ana Development Project No. 2022-31 ("Project FEIR"), which tiers off the GPU FEIR (SCH# 2020029087) that was certified by the City on April 19, 2022. 2. The "Related Bristol" Specific Plan, dated July 2024, adopted by the City Council on 2024, by way of Ord. No. 0 3. The Vesting Tentative Tract Map, dated July 29, 2024, approved by the City Council on September 17, 2024, by way of Resolution No. 4. The Zoning Map Amendment dated -2023, adopted by the City Council on _, 2024, by way of Ord. No. 084542\17991095v1 Exhibit 4 Exhibit 3 Redlined Changes to the Specific Plan Document ISSUE: Require Class IV bike path (protected) on Bristol, MacArthur, and Sunflower (revise Chapter 3.0 - Development Plan and elsewhere in SP as needed) 3.0 1 DEVELOPMENT PLAN 3.3.5 Bristol Street Expanded Parkway Existing Bristol Street includes a widened sidewalk and minimal curb -adjacent parkways. There are two parkway improvement types based on location. The proposed expansion of this area would include a zone with a streetscape buffer and Class4+-er IV Bike Trail, and variable setback with planted areas, variable sidewalks, and street trees. RESIDENTIAL RETAIL PARKING BELOW RESIDENTIAL RETAIL PARKING BELOW PA PATH PA BIKELANE MEDIAN MIN8' MI N 4' S' 4' VARI E5.35' - 38' S' TYP- I ! PA PATH PA BIKE LANE Bus S'1 o MIN A, MA 4' 8' ff � VARIES,E9'-35' Bristol Street with Floating Bus Stop 3-17 1 Page Related Bristol Specific Plan Adopted October 2024 3.0 1 DEVELOPMENT PLAN 3.4 Circulation and Mobility Vehicular circulation is comprised of two components: peripheral public streets and internal private roadways. The Circulation Plan provides standards and guidelines that provide for the safe and efficient movement of people and vehicles into and through the Specific Plan area, addressing light trucks and passenger vehicles, heavy trucks, public transit, and non -vehicular circulation (pedestrians and bicycles). All on -site roadways are anticipated to be constructed by phase. A Traffic Circulation Analysis (TCA) was prepared by LLG, dated June 28, 2023, and will be adopted along with the Tentative Tract Map and with recommendations noted in the TCA made a condition of approval. This report outlines required improvements. 3.4.1 Vehicular Circulation Regional Circulation Interstate 405 (1-405) provides regional access to the Specific Plan area via Bristol Street. This north -south -oriented regional freeway provides regional access to Los Angeles and San Diego. State Route 55 provides additional regional access to the Specific Plan area via MacArthur Boulevard. SR 55 provides access to northern Orange County and the Inland Empire. Local Circulation (Periphery) The circulation components of the plan include the following (see Figure 3-7, Circulation Plan and Figures 3-9 through 3-17, Cross Sections). A. South Bristol Street (Public) Bristol Street forms the Specific Plan area's eastern edge. Bristol Street is a paved, six lane public roadway with raised landscaped medians. It is classified as a Major Arterial in the Santa Ana General Plan, defined as a street with six travel lanes and a center median with a 120-140-foot right-of-way, 104-124-foot paved width and 14-foot median. Presently there are pedestrian sidewalks, streetlights, bulb -outs for public transit stops, and Class II bike lanes in both directions in the vicinity of the Specific Plan area. The intersections with Sunflower, Callens Common, and MacArthur Boulevard are signalized. Three bus stops are present along the frontage of the Specific Plan area, one of which includes a shelter. Improvements for Bristol Street public right-of-way include the following: • Widened parkway, street trees, and planted setback areas • New curb cuts for ingress/egress to/from Bristol Street • Right-of-way dedication and vacation for removal of deceleration lanes, and bikeway and bus stop improvements • Median modifications • Driveway deviation for truck access • Signalization of the driveway between Callens Commons and Sunflower, and • Installation of a Class i+e�IV bike lane per the City mobility element. 3-18 1 Page Related Bristol Specific Plan Adopted October 2024 3.0 1 DEVELOPMENT PLAN B. West MacArthur Boulevard (Public) West MacArthur Boulevard forms the Specific Plan area's northern edge. MacArthur Boulevard is a paved, six lane roadway with both raised landscaped medians and striped medians. It is classified as a Major Arterial in the Santa Ana General Plan, defined as a street with six travel lanes and a center median with a 104-1 18-foot right-of-way, 88-102- foot paved width and 14-foot median. Presently, there are pedestrian sidewalks, streetlights, and public transit stops (no pull- outs). One bus stop is present along the frontage of the Specific Plan area. The intersections at Bristol Street and Plaza Drive are signalized. Improvements for MacArthur Boulevard include the following: ■ Addition of an intersection for a new north/south local neighborhood street (Bristol Paseo) • Curb cut at the intersection of the residential shared street • Right-of-way dedication and vacation for removal of a deceleration lane and bikeway and bus stop improvements ■ Installation of a Class4IV bike lane per the City mobility element • Construction of new landscaped median between Plaza Drive and Bristol Street ■ Planted setback areas and street trees C. Plaza Drive (Public) Plaza Drive is a paved, four lane roadway with raised landscaped medians designated as a Local Street in the City of Santa Ana General Plan, defined as a street with two travel lanes serving residences and businesses. Typically, these streets include pedestrian sidewalks and on -street parking. Presently there are sidewalks, streetlights, curb, and gutters along the roadway in both directions. Speed Limit is 25 mph. No on -street street parking is allowed. Plaza Drive provides access to the Project site and nearby multi -family land uses. The intersections of Sunflower Avenue and MacArthur Boulevard are signalized, and the intersection with Callens Common is stop controlled. Improvements for Plaza Drive on the Specific Plan frontage include the following: • New curb cuts for ingress/egress • Signalization of Callens Commons and Plaza Drive ■ Planted setback areas, new sidewalks, and street trees D. Sunflower Avenue (Public) Sunflower Avenue is a paved, six lane roadway that has a jurisdictional boundary near the centerline, with Santa Ana on the north, and Costa Mesa on the south. The roadway includes raised landscaped medians on the City of Costa Mesa portion of the roadway. The street is designated as a Major Arterial in the Costa Mesa General Plan, defined as a 3-19 1 Page Related Bristol Specific Plan Adopted October 2024 3.0 1 DEVELOPMENT PLAN six -lane divided (raised or painted median) roadway, with a 120-foot right of way, 104- foot curb -to -curb, 4-foot median and 8-foot sidewalk. Presently, westbound lanes include three travel lanes, one public transit stop (no dedicated pull-outs), pedestrian sidewalks, streetlights, and mature landscaping. Eastbound lanes include three travel lanes with streetlights. No sidewalk or transit facilities are located along eastbound lanes. Both directions contain a left turn pocket lane for access to South Coast Plaza or Metro Town Center. One bus stop and shelter is present along the frontage of the Specific Plan area. The intersections with Bristol Street and Plaza Drive are signalized. Improvements for Sunflower Avenue include the following: ■ Potential median modification and/or signalization of the proposed Bristol Paseo driveway, subject to improvements/realignment of South Coast Plaza driveway • Right-of-way dedication and vacation for removal of deceleration lanes and bikeway and bus stop improvements ■ Installation of a Class4+ IV bike lane per the City mobility element E. Callens Common (Private) Callens Common roughly bisects the Specific Plan area designated as a Local Street in the City of Santa Ana General Plan, defined as a street with two travel lanes serving residences and businesses. Typically, these streets include pedestrian sidewalks and on - street parking. Presently, Callens Common is a paved four -lane road with no medians. Its intersection with Bristol is signalized. There are presently no pedestrian sidewalks, streetlights, or transit stops. This roadway primarily serves as an internal access road within the Metro Town Square. No on -street parking is allowed. Improvements for Callens Common include the following: ■ Expanded parkway improvements with street trees and improved sidewalk conditions • Greenlink pedestrian crossing • Reduction of travel lanes to a two-lane street between Plaza Drive and the Bristol Paseo to allow for on -street parking ■ Drop-off and loading areas ■ Addition of a six- to eight -foot wide sidewalk on both sides of the roadway ■ Signalization of Callens Commons and Plaza Drive 3.4.2 Local Circulation (Internal) The planned circulation internal to the Specific Plan area is designed to be highly pedestrian oriented and utilizes several roadway typologies. All internal roadways will be constructed as private roadways. Realignment or elimination of secondary entryways and reconfiguration of portions of the internal circulation system may occur as part of individual development projects. 3-20 1 P a g e Related Bristol Specific Plan Adopted October 2024 3.0 1 DEVELOPMENT PLAN Residential Shared Roadways. Designed to create a sense of community and prioritize pedestrians, these private roadways provide access to residential uses on site and connect residents to the Village Center and primary streets. Narrow lanes will promote slower traffic, on -street parking will be short-term, and these roadways may incorporate flexible design elements to support potential short- term closure for neighborhood events. See Figure 3-6, Roadway Typologies below for location for these private roadways. C. Programmable Roadways Several of the private roadways within the Specific Plan area, Bristol Paseo (the primary north/south roadway), the looped road ringing Bristol Green and Bristol Plaza areas, and the Shared Roadways will be "Programmable". These roadways, or portions thereof, will be designed with technologies such as retractable hydraulic bollards to enable them to be closed off for special pedestrian events such as farmers' markets, seasonal festivals, music events, etc. As such, these roadways have been included as part of common open space acreage within the Specific Plan. 3.4.3 Pedestrian and Bicycle Mobility Pedestrian mobility is currently provided via existing sidewalks located along MacArthur Boulevard, Bristol Street, Sunflower Avenue and Plaza Drive. Crosswalks are provided at all signalized intersections adjacent to the Project site and will also be provided at potential traffic signals on Bristol Street and Plaza Drive. The Project plans to reconstruct this pedestrian infrastructure. Bicycle mobility is currently provided via Class II bike lanes located along Bristol Street. Proposed Bristol Street improvements include PeteR "~" y upgrading the southbound bike lane to a Class IV bike _ lane, which includes a planted buffer separation between vehicular and bicycle circulation (refer to cross sections). Bicycle - racks will be provided in conjunction with _ commercial, office, and residential -- - - Implementing Projects. Proposed ,_.. MacArthur Boulevard and Sunflower -' Avenue improvements also include potential construction of a Class IV protected bike lane. A GIGSs11fa ;ego � Bristol Street Existing Condition 3-22 1 P a g e Related Bristol Specific Plan Adopted October 2024 3.0 1 DEVELOPMENT PLAN MACARTHUR BOULEVARD I rl 1 - - I j 1 Q, B w CALLEN'S COMMON - � I � NOTE WAS REMOVED Figure 3-9 Road Section Key Map 3-28 1 P a g e Related Bristol Specific Plan Adopted October 2024 5.0 1 DESIGN GUIDELINES MACARTHUR B VD I o � L �J i I I , i i I r �J D� I D j r 0 1 ' i mI uN W i K J W CALLEN'S COMMON ' Q ' m i I ' I � I R ' Ii I P ' ' L4—J I ' ' I SUNFLOWER AVENUE 5-37 1 P a g e Related Bristol Specific Plan DrGf� AdoptedjulyOctober 2024 ISSUE Require private security officers to be on site 24 hours per day, 7 days per week, and to routinely patrol the site (revise Section 4.1.6(A)). 4.0 1 DEVELOPMENT REGULATIONS 4.1.6 Performance Standards A. Security Residential units shall be designed to ensure the security of residents through the provision of secured entrances and exits that are separate from the non-residential uses and are directly accessible to parking areas. Non-residential and residential uses shall not have common entrance hallways or common balconies. These separations shall be shown on the development plan and the separations shall be permanently maintained. To enhance onsite security, private security officers will be onsite 24 hours a day, seven days a week, and shall routinely patrol the Specific Plan area in all residential, non- residential, and open space areas, including vacant and under -construction portions. The private security officers will be funded at the developer and owners' full expense. B. Noise Residential portions of the project shall comply with the City's Noise Ordinance, which may include design to limit the interior noise caused by the commercial and parking portions of the project or arterial roadway adjacency, to a maximum of forty-five (45) db in any habitable room with windows closed, to meet City noise standards. Proper design may include, but shall not be limited to, building orientation, sound -rated windows, wall and ceiling insulation, and orientation and insulation of vents. Where it is necessary that windows be closed in order to achieve the required level, means shall be provided for ventilation/cooling to provide a habitable environment. C. Maintenance All properties within the Specific Plan area shall be kept and maintained in a clean, neat, orderly, operable and usable condition. This requirement applies to buildings, paving, fences, walls, landscaping, water, earth and any other structure or feature on the site. D. Refuse Collection ■ Bins for recycling and any other refuse mandated by the State of California shall be provided for all uses in trash enclosures. • Outdoor refuse collection areas shall be visually screened from adjacent streets, roadways, plazas, freeways and adjacent property through use of an opaque screen (wall or fence). ■ Where feasible, areas to handle refuse shall be integrated into parking structures. Such areas shall be enclosed with a durable material, with doors. As appropriate, chutes shall be provided to allow refuse from upper floors to be collected. • Restaurants shall recycle organics in accordance with State law and City Ordinance. 4.2 Permitted Uses by District This section identifies the permitted, conditional, temporary uses within the Specific Plan area. The Conceptual Land Use Plan identified in Figure 3-2, Conceptual Land Use provides a visual representation of the desired location of various potential uses for evaluation by the City during review of development proposals. Permitted uses are those uses set forth in Table 4-1. Accessory Uses as defined herein are also permitted. Land uses 4-4 1 Page Related Bristol Specific Plan Dr f Adopted4-6�October 2024 ISSUE Require a CUP for alcohol sales, both on - (restaurants) and off- (stores) site sales (revise Chapter 4.0 — Development Regulations, Table 4-1). 4.0 1 DEVELOPMENT REGULATIONS TABLE 4-1 PERMITTED USES USE TYPE MU/RES MU/VILLAGE NOTES NORTH CORE Continuum of Care P2 P Including senior living (inclusive of independent living, assisted living, memory care). Dav Care/Child Care P P Per SAMC Commercial Uses Drive through lanes X X Commercial/retail P P Including but not limited to indoor and outdoor sales, department stores, service commercial such as appliance stores, bakeries, bookstores, food/grocery stores (retail market), pet stores etc. Commercial Recreation CUP P Hospitality P3 P Including executive suites, guest suites, long-term/ extended stay, with commercial, day spa, and food/ alcohol service incidental to the hotel use. Rooftop amenities, including dining, are permitted.4 Office uses. Professional, administrative, P P Including architects/ and business offices providing personal engineers, and similar and professional services uses. Medical office P P Including surgical centers, urgent care, dentists, optometrists and similar Service Uses Alcohol sales for on -site or off -site consumption; --Associated with bona fide food LLIC—CUP LLIC—CUP service/restaurant Public premises is as --Off-site or Bar (public premises) CUP CUP defined by ABC License type 42 or 48. 22 Senior continuum of care uses in the Northern District are only permitted in Blocks 3, 7, 9, and 10. 3 Hotel uses in the Northern District are limited to blocks with Bristol or Callens Common frontage only, with the exception of Block 8. 4 Where a rooftop amenity requires a restroom to be provided, the restroom may exceed the maximum height. 4-6 1 Page Related Bristol Specific Plan D,r f Adopted4-6�Qctober 2024 ISSUE Increase residential bicycle parking from minimum 4 spaces per building to minimum 10 locker spaces in each multifamily building, which may be in garages, and for other use types to have bicycle parking either on primary frontage or in open space areas (revise Chapter 4.0 - Development Regulations, Section 4.4(J)). 4.0 1 DEVELOPMENT REGULATIONS technologies and management strategies if parking demand begins to near or exceed supply. D. In the event that parking characteristics evolve due to new technologies or changes in parking demand, modified parking standards may be proposed based upon a parking demand analysis and/or actual field studies/parking surveys of similar facilities, to be reviewed and approved by the City's Executive Director of Planning and Building as part of Development Project Review (DPR) review. See the parking study and preliminary parking management plan in Appendix C of this document. E. New technologies such as parking lifts or automated parking are permitted, subject to review as part of Development Project Review (DPR) and shall not require an amendment to the Specific Plan. F. In a mixed -use building where ancillary service or small-scale food service commercial uses are a small component of the project (less than or equal to 2,000 square feet), the commercial component does not require parking. Commercial uses in excess of 2,000 square feet shall be parked per the ratios in Table 4-4, Parking Standards. G. Because of ongoing changes to the code and technologies, Electric Vehicle (EV) charging stations shall be governed by Title 24 requirements at the time of permit issuance rather than a specified standard in this Specific Plan. H. Accessible parking and loading requirements shall be governed by SAMC Section 41-1306 or State law. The required amount of accessible parking must be maintained during construction activities which displace existing spaces. I. Motorcycle parking to be provided per the requirements of Section 41 of the SAMC. J. Bicycle shall be provided based on use type and shall be located on the primary frontage of each building or in common open spaces. Bike lockers, where provided, may also be located within parking structures. a. Residential Uses: a minimum of fe4r-10 bicycle locker spaces per multifamily residential building (which may be located within garages s. b. Retail/Commercial: bicycle spaces at a rate of 5% of the required parking, to be located either on the primary frontage or in open space areas. K. Tandem parking, defined as two parking spaces arranged one behind the other, is permitted for all uses where the parking is provided, subject to a parking management plan or valet parking program. L. Parking stall dimensions and operations/maintenance shall be as provided in the SAMC except as provided below. • Standard Stalls: 8.5' x 18' 4-18 1 Page Related Bristol Specific Plan D,r f Adopted4-6�Qctober 2024 ISSUE Specify that "iconic" architecture is required for all new buildings. Modify Chapter 5.0 - Design Guidelines, Section 5.6.1 to state "New development within the planning area will shall be defined by innovative, creative, highquality iconic architecture, no matter the architectural style." 5.0 1 DESIGN GUIDELINES • The site entry driveway location should be coordinated with existing or planned median openings when possible. Driveways should also line up with driveways on the opposite side of the public roadway when accessible through a median opening. • Internal streets should efficiently facilitate movement of vehicles from external streets to parking structures and lots. • To ensure visibility for vehicles entering and existing the site, unobstructed site lines at corners and mid -block should be provided. Visual obstructions at entrances and exits are prohibited within a 15 ft. diagonal cut-off (triangular area). The location of above grade utilities within these areas should be avoided where possible. • Elements such as striping, differentiation of paving materials (i.e. cobbles, bricks), bulb outs, and other traffic calming measures should be implemented where feasible. • Site circulation should allow for and facilitate emergency access to the site and all buildings. • Loading zones may be provided on -street or within the buildings. • On -street loading zones may be shared between adjacent buildings. 5.6 Architecture and Building Design 5.6.1 Architectural Character New development within the planning area shall be defined by innovative, creative, high -quality, iconic —architecture, no matter the architectural style. Architectural components and details are the most visible components of a project and are often what creates a lasting first impression for visitors. New development should not be constrained to duplicating existing on -site architectural styles as aesthetic qualities, trends, and materials are constantly updating and changing. However, buildings and structures in the Specific Plan area must be unified through consistency in massing, articulation, building styles, and architectural themes. Improvements to the public realm, such as landscaping, hardscaping and pavement, street lighting, and street furniture, will be of a consistent style within the Specific Plan area, further unifying the architectural character of buildings and structures. Development within the Specific Plan area should ensure that the appearance of on -site structures do not become dated and the area remains an example of high -quality architecture within Santa Ana. • Buildings should emphasize a clear architectural style, properly articulated and detailed for that style. • Architectural elements should serve to activate on -site open space components to create a cohesive space. 5-8 1 Page Related Bristol Specific Plan D,r f Adopted4-6�October 2024 ISSUE Require screening ("shall" instead of "may") on any blank garage or building walls, for architectural enhancement (revise Chapter 5.0 - Design Guidelines, Section 5.7.2(A)). 5.0 1 DESIGN GUIDELINES • Design of exterior elevations may be unique in style, character, and architectural elements. Proposed architectural elements should not be in stark contrast to those of adjacent structures. • Creative exterior design solutions are encouraged to constrain visibility of cars within structured parking from the public realm. This may include open-air or screening approaches, such as exterior -colored panels or supergraphics attached to the surface of the structure. Large, permanent banners and temporary wraps are prohibited. ■ The use of a trellis, green screen, mural, dynamic building texture, or other buffering element is eRGeureige^'shall be used where blank walls occur on the parking structure. • All appurtenances (i.e., transformers, ventilation shafts, etc.) shall be screened from public view. ■ Activities such as shops, offices, or other commercial space should be incorporated along the ground level of the parking structure, where appropriate. B. Interior RN V ■ Parking structures should utilize modern technology to increase ease of use and wayfinding, including methods such as colored stall markers and signs displaying the number of spaces available per floor. • Parking structures and lots for commercial and hotel uses shall incorporate smart parking technology, including wayfinding signage, indicators for spaces available, and other means to make maximum use of parking areas. • Stairwells should be designed to match the architectural style of the overall structure or designed as architectural features. Creative methods of blending stairwells, whether internal or external to the building, are encouraged provided signage clearly indicates the location of stairwells. ■ Interior walls and ceilings should be painted alight color to improve illumination. ■ Interiors shall provide illumination. • Internal pedestrian circulation should be designed to minimize conflict areas between pedestrians and automobiles and provide open view corridors for pedestrians. C. Landscaping and Amenities RN V ■ Landscaping, including large dense trees, should be used to visually screen parking structures when adjacent to roadways and pedestrian walkways where landscaped areas exist to adequately accommodate the plant material. ■ Landscaping and amenity spaces may be placed on top of a parking structure or integrated into the structure using creative methods provided they are physically separated from parking areas for safety. 5-22 1 P a g e Related Bristol Specific Plan D,r f Adopted4-6�Qctober 2024 ISSUE Specify the approved truck hauling route, per staff recommendations to be in Chapter 6.0 - Implementation. 6.0 1 ADMINISTRATION AND IMPLEMENTATION allows a conversion program while keeping traffic generation, and thus roadway sizing, stable. An application for land use conversion will be reviewed by the Planning Commission subsequent to the related Development Project Review (DPR) application and subject to substantial conformance with relevant development standards. TABLE 6-2 LAND USE EQUIVALENCY Equivalency Ratios to Convert to these Land Use Types Land Use Senior (Unit) Residential Living Hotel Office Retail (DU) (DU/Beds) (Rooms) (1000 SF) (1000 SF) Residential (DU) -- 1.746 0.568 0.419 0.123 Senior Living From These (DU/Beds) 0.573 -- 0.325 0.240 0.070 Land Use Hotel 1.760 3.073 -- 0.737 0.216 Types: (Rooms) Office (1000 SF) 2.388 4.169 1.357 -- 0.293 Retail (1000 SF) 8.152 14.235 4.632 3.414 -- Land Use Equivalencies Land Use Quantity to Senior (Unit) Convert From Residential Living Hotel Office Retail (DU) (DU/Beds) (Rooms) (1000 SF) (1000 SF) Residential (DU) 100 -- 174.615 56.821 41.882 12.267 Senior Living (DU/Beds) 100 57.269 -- 32.541 23.985 7.025 Hotel (Rooms) 100 175.991 307.308 -- 73.708 21.589 Office 100 238.767 416.923 135.670 -- 29.289 (1000 SF) Retail (1000 SF) 100 815.198 1423.462 463.204 341.421 6.2.9 Truck Routes During Construction A. Travel Restrictions: Trucks can onlv use truck routes desianated in the General Plan Mobility Element that are located directly along the project site to travel to and away from the site. A truck route for each of the implementing projects within the three major construction phases of the project as identified in the Specific Plan shall be submitted for review and final approval by the Executive Director of the Public Works Agency. In reviewing and approving the final truck route, the Director shall prioritize minimizing noise impacts to nearby residential uses existing as of the adoption date of this Specific Plan and the safety of the traveling public. B. Direct Path Requirement: Trucks must take the shortest and most direct route to and away from the site to nearest freeway on- and off -ramps. 6-15 1 Page Related Bristol Specific Plan Adopted October 2024 6.0 1 ADMINISTRATION AND IMPLEMENTATION Residential Proximity Limits: Trucks are prohibited from using those routes to travel to and away from the site if there are residential uses existing as of the adoption date of this Specific Plan that are fronting the street or are located within 300 feet of the street. D. Noise Restrictions: All noise sources associated with construction and truck hauling activities shall not take place between the hours of 8:00 p.m. and 7:00 a.m. on weekdays, including Saturday, or any time on Sunday or a federal holiday. E. Site Posting & Notification Requirements: Applicant shall notify in writing to all contractors requiring compliance with the above restrictions and shall post the name and 24-hour contact phone number for reporting of issues consistent with the requirements of Section 6.2.10(5) of the Specific Plan. An advance notice providing the 24-hour contact information for this site shall be mailed to all tenants and property owner within a 1,000-foot radius at least 30 days prior to the start of each of the three major construction phases of the project as identified in the Specific Plan. 6T96.2.10 Maintenance and Ownership Maintenance of private parking area aisles, parking area circulation, and common landscape areas will be the responsibility of a commercial or business association (or other private mechanism) to be formed within the Specific Plan area. Detailed Covenants, Conditions and Restrictions (CC&Rs) and/or Reciprocal Easement Agreements (REAs) will outline maintenance areas and establish obligations for ongoing maintenance and operations. The private maintenance association(s) shall be responsible for private driveways, parking, open space areas, programming within open space areas, common area signage, landscaping, irrigation, common areas, on -site domestic water, sanitary sewers, storm drains, water quality features (BMPs), and other responsibilities as necessary. Generally, facilities dedicated to public agencies will be maintained by that agency, while private facilities will be maintained by property owners or a maintenance district. Table 6-3, Financing, Ownership, and Maintenance outlines the anticipated program. 6.2.1 6.2.11 Vacant Lots, Construction, and Ongoing Maintenance All portions of the Specific Plan area are subject to the following operational standards: Any portions of the Specific Plan area under active construction, including demolition, grading and excavation, and above -ground building activities, shall be maintained in a visually attractive manner with the following criteria, including: a. Fencing. The owner, beneficiary or trustee shall cause to be installed a minimum six foot (6) high chain -link fence adjacent to the property boundaries, or other alternative fencing acceptable to the chief building official or code enforcement manager that is adequate to protect the public health, and welfare, unless the city officials determine that the installation of such fencing will be detrimental to the public safety and welfare. 6-16 1 Page Related Bristol Specific Plan Adopted October 2024 RESOLUTION NO. 2024-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING VESTING TENTATIVE TRACT MAP NO. 2023-01 (COUNTY MAP NO. 19272), AS CONDITIONED, FOR A MIXED -USE DEVELOPMENT, KNOWN AS THE RELATED BRISTOL SPECIFIC PLAN PROJECT, AT THE 41-ACRE SITE GENERALLY LOCATED AT 3600 BRISTOL STREET BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows: A. Steven Oh, with RCR Bristol, LLC ("Applicant"), on behalf of Greenville Ranch LLC, BSG West Bristol LLC, and MCG Bristol West LLC ("Property Owners"), is requesting approval of Vesting Tentative Tract Map ("TTM") No. 2023-01 to facilitate the construction of a mixed -use development ("Project"), known as the Related Bristol Specific Plan Project, at 3600 Bristol Street ("Project Site"). B. The Project entails, among other things, (1) demolition of the existing sixteen (16) structures on the Project Site; (2) the establishment of a new Related Bristol Specific Plan (SP No. 5) and a change of zone for the Project Site to the new Related Bristol Specific Plan (SP No. 5) designation; (3) redevelopment of the Project Site into 3,750 residential units, up to 350,000 square feet of commercial space, 250 hotel rooms, and 200 senior care units, including 6,520 onsite parking spaces, and 13.1 acres of onsite open space; and (4) approval of Vesting Tentative Tract Map ("VTTM") No. 2023-01. C. The Project Site has a General Plan land use designation of District Center High (DC-5) and is located within the General Commercial (C2) zoning designation in the general northern portion of the Project Site and within the Commercial Residential (CR) zoning designation in the general southern portion of the Project Site. The City Council is considering the recommendation of approval of the adoption of an Amendment Application No. 2023-03 to establish the Related California Specific Plan (SP No. 5) and a Zone Change for the Project Site via a separate resolution on October 1, 2024. D. Subdivision requests are governed by Chapter 34 and Chapter 41 of the Santa Ana Municipal Code ("SAMC") and the California Subdivision Map Act ("SMA"). Resolution No. 2024-XXX Page 1 of 8 E. Pursuant to Section 34-127 of the SAMC, approval of a VTTM application is required for projects proposing to create four or more parcels by the Planning Commission. F. On August 12, 2024, the Planning Commission of the City of Santa Ana held a duly -noticed public hearing on VTTM No. 2023-01. G. On September 17, 2024, the City Council of the City of Santa Ana held a duly -noticed public hearing on VTTM No. 2023-01, after which the item was continued to the regularly -scheduled City Council meeting of October 1, 2024. H. The City Council of the City of Santa Ana determines that the following findings, in accordance with Section 66473.5 and 66474 of the SMA and Section 34-127 of the SAMC, which must be established in order to approve VTTM No. 2023-01, have been established: 1. The proposed project and its design and improvements are consistent with the General Plan land use designation and are otherwise consistent with all other Elements of the General Plan. The Project and its design and improvements are consistent with the General Plan land use designation of District Center — High (DC-5), which allows a maximum floor area ratio of 5.0 and up to 125 dwelling units per acre. In addition, the project supports several goals and policies of the General Plan. Specifically, the project is consistent with General Plan Land Use Element (LU) Goal 1, which encourages projects that improve quality of life and respects the existing community. Policy LU-1.2 supports innovative development policies to expand homeownership opportunities at all income levels. Policy LU-4.7 encourages the development of mixed -income developments with mixed housing types to create inclusive communities and economically diverse neighborhoods. Lastly Policy HE-2.5 of the Housing Element supports diverse types, prices, and sizes of housing. 2. The proposed project conforms to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances. The project is consistent with the development standards specified within the project's proposed Specific Plan (SP No. 5), including land use, height, minimum development site area, building frontages, publicly accessible open space, private/common open space, building setbacks, and parking and access. Further, the access and egress for the Project has been thoroughly review by the Public Works Agency for compliance with all applicable development standards. Resolution No. 2024-XXX Page 2 of 8 3. The project site is physically suitable for the type and density of the proposed project. There are no physical constraints on the site that would preclude development. The proposed site consists of approximately 41 acres of land and is physically suitable for the proposed development. The lot size, density, width, and lot coverage are consistent with the existing surrounding properties in the neighborhood and with proposed Specific Plan (SP No. 5) development standards. 4. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure to fish or wildlife of their habitat. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. The project is located in an urbanized area, and there are no known fish or wildlife populations existing on the project site. Therefore, the proposed subdivision will not cause any substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. 5. The design or improvements of the proposed project will not cause serious public health problems. The design or improvements of the proposed project will not cause serious health problems. The subdivision will not have any detrimental effects upon the general public. The property will include necessary utilities and infrastructure improvements as required by the SAMC and SMA. 6. The design or improvements of the proposed project will not conflict with easements necessary for public access through or use, of property within the proposed project. The design and improvements of the project will not conflict with easements necessary for public access or use of the property within the proposed project. In addition, the CC&Rs will ensure reciprocal access rights and maintenance agreements between properties. Section 2. The City prepared a Draft Supplemental Environmental Impact Report ("SEIR") that analyzed the Project's environmental impacts in accord with the California Environmental Quality Act (Public Resources Code, §§ 21000 et seq., "CEQA"), the regulations promulgated thereunder (14 Cal. Code of Regulations, §§ 15000 et seq., the "CEQA Guidelines"), and the City's Local CEQA Guidelines. The Draft SEIR was made available for public review for 45 days between July 6, 2023 and Resolution No. 2024-XXX Page 3 of 8 August 21, 2023. The document was made available online at the City of Santa Ana website and available for review at City Hall and the City of Santa Ana Public Library in hard copy form. In response to comments received on the Draft SEIR, the City prepared a Final SEIR and released it to the public on August 1, 2024. The Final SEIR in the City Council Resolution for FEIR No. 2020029087 is incorporated herein by reference. The City Council Resolution for FEIR No. 2020029087 recommends certification of the Final SEIR, adoption of findings under CEQA, and adoption of the Mitigation Monitoring and Reporting Program and the Statement of Overriding Considerations, and among other things, properly assesses the environmental impact of the Project in accordance with CEQA. This Resolution incorporates by reference the environmental findings and analysis set forth in the City Council Resolution for FEIR No. 2020029087 as if fully set forth herein. Section 3. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves VTTM No. 2023-01, as conditioned in Exhibit A, attached hereto and incorporated herein for the Project at the Project Site, and as illustrated and attached hereto and incorporated herein as Exhibit B. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: The Request for City Council Staff Report dated September 17, 2024 and October 1, 2024, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. Section 4. This Resolution shall not be effective unless and until the City Council Resolution for FEIR No. 2020029087, the City Council Ordinance for Development Agreement No. 2023-02, the City Council Ordinance for Amendment Application No. 2023-03, and the City Council Resolution to overrule of Orange County John Wayne Airport Land Use Commission's determination of inconsistency for the project are adopted and become effective. If said resolutions and ordinances are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise do not go into effect for any reason, then this Resolution shall be null and void and have no further force and effect. Section 5. The documents and materials associated with this Resolution that constitute the record of proceedings on which these findings are based are located at Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, CA 92701. The Planning Manager is the custodian of records for the record of proceedings. Section 6. Pursuant to Government Code Section 66020, the Applicant may protest the imposition of fees, dedications, reservations, or other exactions imposed on this development project by taking the necessary steps and following the procedures established by Sections 66020 through 66022 of the California Government Code. Section 7. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such Resolution No. 2024-XXX Page 4 of 8 other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the Project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 8. If any section, subsection, sentence, clause, phrase, or portion of this Resolution is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Resolution. The Planning Commission of the City of Santa Ana hereby declares that it would have adopted this Resolution and each section, subsection, sentence, clause, phrase, or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this 1 st day of October, 2024. Valerie Amezcua Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: iOw o- Laura A. Rossini Chief Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Resolution No. 2024-XXX Page 5 of 8 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Jennifer L. Hall, City Clerk, do hereby attest to and certify the attached Resolution No. 2024-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on October 1, 2024. Date: Jennifer L. Hall City Clerk City of Santa Ana Resolution No. 2024-XXX Page 6 of 8 Exhibit A Conditions for Approval for Vesting Tentative Tract Map No. 2023-01 Resolution No. 2024-XXX Page 7 of 8 Exhibit A to Exhibit 5 — Conditions of Approval for VTTM No. 2023-01 A Vesting Tentative Tract Map (VTTM No. 2023-01) has been processed concurrently with this Specific Plan. The VTTM will create the basis for the legal lots for each development Block, rights -of -way dedications, and landscape lots as well as airspace lots for parking structures. In addition, the VTTM includes a table of anticipated airspace lots to define vertical volumes specific to use and/or to define separate interests. So long as the final mapping does not include more lots than anticipated determined across the Specific Plan area, a finding of substantial conformance can be made. See Appendix D of VTTM No. 2023-01 for a table of anticipated airspace lotting. In accordance with the subdivision map, the owner shall be subject to the following standards and conditions: 1. Record all legal documents for street dedications along Bristol Street, Plaza Drive, MacArthur Boulevards, Sunflower Avenue, Callens Commons, and all other interior streets/drive aisles that intersect with public streets in a form agreeable to the City of Santa Ana. 2. Comply with all applicable recommendations as identified by the Traffic Circulation Analysis (TCA) dated June 28, 2023. 3. Complete an approved preliminary Water Quality Management Plan (WQMP) approved by the Public Works Agency. 4. Obtain an approval from Republic Services and the City on trash circulation and collection. 5. Public improvements shall be completed in phases. Timing of improvements shall be as described in condition titled "Timing of Improvements and Project Phasing" below. 6. Water Main. Owner shall construct, at their sole expense, new public water mains, sized in accordance with hydraulic recommendations approved by the Water Resources Manager on Plaza Drive between MacArthur and Callens Commons. Owner shall construct, at their sole expense, new public water main within the Property in Bristol Paseo between W. MacArthur Boulevard and Sunflower Avenue and Callens Common between Plaza Drive and Bristol Street as necessary to supply the project and as shown on the Vesting Tentative Tract Map. 7. Sanitary Sewers. Owner shall construct, at their sole expense, new connections and public sanitary sewer on Sunflower Avenue to convey project wastewater to a new Orange County Sanitation District manhole and trunk lines as required and allowed by Orange County Sanitation District. 8. Public Street Lights: Owner shall construct, at their sole expense, new public streetlights, including underground conduit and wiring, immediately along the Page 1 of 10 Exhibit A to Exhibit 5 — Conditions of Approval for VTTM No. 2023-01 we Project's frontage on the west side of Bristol Street between Sunflower Avenue and MacArthur Boulevard, along the north side of Sunflower Avenue between Bristol Street and western edge of the property, along the south side of MacArthur Boulevard between Plaza Drive and Bristol Street, and along the east side of Plaza Drive immediately along the Project frontage. Such new public street lights shall be constructed in a phased manner to correspond to the phasing of the Project and consistent with the phasing of the public street improvements. Street Medians. As specified on the Vesting Tentative Tract Map, Owner shall modify, at their sole expense, the public street medians along Bristol Street between Sunflower Avenue and MacArthur Blvd, along Sunflower Avenue between Bristol Street and the western edge of the Property, along Plaza Drive between MacArthur and Callens Common, and construct new medians on MacArthur Boulevard between Plaza Drive and Bristol Street. Medians shall be constructed in a phased manner to correspond to the phasing of the Project and consistent with the phasing of the public street improvements. 10. Bike Lanes. Owner shall, at their sole expense, stripe Class II buffered bike lanes along the project's frontage on the west side of Bristol Street between Sunflower Avenue and MacArthur Boulevard, along the north side of Sunflower Avenue between Bristol Street and western edge of the property, along the south side of MacArthur Boulevard between Plaza Drive and Bristol Street as shown on the Vesting Tentative Tract Map. Bike lanes shall be installed in a phased manner to correspond to the phasing of the Project and consistent with the phasing of the public street improvements. 11. Sidewalks. Owner shall reconstruct, at their sole expense, the sidewalks immediately along the Project's frontage on the west side of Bristol Street between Sunflower Avenue and MacArthur Boulevard, along Sunflower Avenue between Bristol Street and western edge of the property, along MacArthur Boulevard between Plaza Drive and Bristol Street, and along the east side of Plaza Drive immediately along the Project frontage, as shown on the Vesting Tentative Tract Map. Sidewalks shall be installed in a phased manner to correspond to the phasing of the Project and consistent with the phasing of the public street improvements. 12. Street Improvements. Owner shall construct, at their sole expense, new curb and gutter along the project's frontage on the west side of Bristol Street between Sunflower Avenue and MacArthur Boulevard, along the north side of Sunflower Avenue between Bristol Street and western edge of the property, along the south side of MacArthur Boulevard between Plaza Drive and Bristol Street, and along the east side of Plaza Drive immediately along the Project frontage, as shown on the Vesting Tentative Tract Map. Curb and gutter shall be installed in a phased manner to correspond to the phasing of the Project and consistent with the phasing of the public street improvements. Owner shall complete full depth street trench restoration with all utility trench work Page 2 of 10 Exhibit A to Exhibit 5 - Conditions of Approval for VTTM No. 2023-01 per standard plans or approved street improvement plans. Owner shall apply slurry seal with REAS Type II slurry along the project's frontage to mitigate roadway damages due to construction and repair any major street defects twice during project buildout. Additionally, Owner shall perform full depth street restoration from the new curb and gutter to the edge of the first vehicle lane line (to fully include the vehicle lane closest to curb) along the project frontage and perform a 3" grind and overlay of the following street limits (inclusive of all intersections): a. Bristol Street: Southbound lanes between MacArthur Boulevard and Sunflower Avenue b. Sunflower Avenue: Westbound lanes between Bristol Street and westerly property boundary c. MacArthur Boulevard: Eastbound lanes between Plaza Drive and Bristol Street d. Plaza Drive: Northbound lanes immediately along Project frontage Timing of improvements shall be as described in condition titled "Timing of Improvements and Project Phasing" below. 13. New and Modified Traffic Signals. Owner shall construct or modify traffic signals immediately surrounding the project boundaries, at their sole expense, as follows: a. Bristol Street at MacArthur Boulevard. Modify existing traffic signal to accommodate the intersection improvements. Remove and salvage existing impacted traffic signal poles and replace with new traffic signal poles to standard. Install new City approved controller and cabinet. Install video detection camera system for entire intersection. Install accessible pedestrian system ("APS") for entire intersection. Install new CCTV camera per City specifications and any associated appurtenances as conceptually illustrated in Exhibit A, attached. b. Bristol Street at Callens Common. Modify existing traffic signal to accommodate the intersection improvements. Remove and salvage existing impacted traffic signal poles and replace with new traffic signal poles to standard. Install new City approved controller and cabinet. Install video detection camera system for entire intersection. Install APS for entire intersection. Install new CCTV camera per City specifications and any associated appurtenances as conceptually illustrated in Exhibit B, attached. c. Bristol Street at Sunflower Avenue. Modify existing traffic signal to accommodate the intersection improvements. Remove and salvage existing impacted traffic signal poles and replace with new traffic signal poles to standard. Install new City approved controller and cabinet. Install Page 3 of 10 Exhibit A to Exhibit 5 - Conditions of Approval for VTTM No. 2023-01 video detection camera system for entire intersection. Install APS for entire intersection. Install new CCTV camera per City specifications and any associated appurtenances as conceptually illustrated in Exhibit C, attached. d. MacArthur Boulevard at Plaza Drive. Modify existing traffic signal to accommodate the intersection improvements. Remove and salvage existing impacted traffic signal poles and replace with new traffic signal poles to standard. Install new City approved controller and cabinet. Install video detection camera system for entire intersection. Install APS for entire intersection. Install new CCTV camera per City specifications and any associated appurtenances as conceptually illustrated in Exhibit D, attached. e. Plaza Drive at Callens Common. Install new traffic signal including traffic signal poles, controller cabinet, meter pedestal, conduit, wiring, video detection system, APS, CCTV camera per City specifications, emergency vehicle preemption, signage, and fiber optic communication system to connect to City of Santa Ana traffic signal network and any associated appurtenances as conceptually illustrated in Exhibit E, attached. f. Bristol Street at Existing Driveway. Install new traffic signal including traffic signal poles, controller cabinet, meter pedestal, conduit, wiring, video detection system, APS, CCTV camera per City specifications, emergency vehicle preemption, signage, and fiber optic communication system to connect to City of Santa Ana traffic signal network and any associated appurtenances as conceptually illustrated in Exhibit F, attached. g. Sunflower Avenue at Proposed Driveway. Subject to the improvements/realignment of South Coast Plaza driveway and the coordination with the City of Costa Mesa, IRstall install new traffic signal including traffic signal poles, controller cabinet, meter pedestal, conduit, wiring, video detection system, APS, CCTV camera per City specifications, emergency vehicle preemption, signage, and fiber optic communication system to connect to City of Santa Ana traffic signal network and any associated appurtenances as conceptually illustrated in Exhibit G, attached of the approved traffic study. Modified by City Council during October 1, 2024 meeting. 14. Timing of Improvements and Project Phasing. The Development is proposed to be constructed in 3 consecutive phases as shown on Figure 6-2 (Conceptual Phasing Plan) of the Specific Plan. Construction and completion of all public improvements described shall commence and be completed in a phased manner to correspond to the phasing of the Project as follows: a. Phase I — Southerly half of project (south of proposed Callens Common). i. Prior to issuance of building permit for the first Implementing Project on Phase I, Owner shall: 1. Submit public improvement plans and a deposit/bond for all public improvements on Sunflower Avenue, between Bristol Street and western edge of the property, and Bristol Street between Sunflower Avenue and Callens Common. Page 4 of 10 Exhibit A to Exhibit 5 — Conditions of Approval for VTTM No. 2023-01 ii. Prior to issuance of final Certificate of Occupancy of 50% or more of the residential units allowed for Phase I, or any final Certificate of Occupancy on Phase II or III, Owner shall: 1. Complete construction of sewer, medians, curb & gutters, sidewalk and street lights on Sunflower Avenue, between Bristol Street and western edge of the property, and Bristol Street between Sunflower Avenue and Callens Common. 2. Complete construction of traffic signal improvements on Sunflower Avenue and Bristol Street between Sunflower and Callens Common inclusive of the intersection of Bristol/Sunflower and Bristol/Callens Common. iii. Prior to issuance of final Certificate of Occupancy for the final Implementing Project on Phase I or any final Certificate of Occupancy on Phase II or III, Owner shall: 1. Upon completion of utilities, and street improvements, Owner shall slurry seal with REAS Type II slurry and stripe, including Class II bike lane, westbound lanes on Sunflower Avenue between Bristol Street and western edge of the property and southbound lanes on Bristol from Callens Common to Sunflower Avenue. b. Phase II — Northeast quadrant of project (north of proposed Callens Common). i. Prior to issuance of building permit for the first Implementing Project on Phase II, Owner shall: 1. Submit public improvement plans and a deposit/bond for all public improvements on Bristol Street from Callens Commons to MacArthur Boulevard and on MacArthur Boulevard from Bristol Street to proposed Private Drive (Bristol Paseo). ii. Prior to issuance of final Certificate of Occupancy for the second Implementing Project on Phase II, or any Certificate of Occupancy on Phase III, Owner shall: 1. Complete construction of medians, bike lanes, curb & gutters, sidewalk and street lights on Bristol Street between Callens Common and MacArthur Boulevard as well as on MacArthur Boulevard from Bristol Street to Private Drive (Bristol Paseo). 2. Complete construction of traffic signal improvements at Bristol Street and MacArthur Boulevard intersection. iii. Prior to issuance of final Certificate of Occupancy for the final Implementing Project on Phase II, or any final Certificate of Occupancy on Phase III, Owner shall: 1. Upon completion of utilities, and street improvements, Owner Page 5 of 10 Exhibit A to Exhibit 5 - Conditions of Approval for VTTM No. 2023-01 shall slurry seal with REAS Type II slurry and stripe including Class II bike lanes, southbound lanes on Bristol Street between Callens Common and MacArthur Boulevard and eastbound lanes on MacArthur Boulevard between Bristol Street and Private Drive (Bristol Paseo). 2. Repair any pavement damaged or worn from construction activities on Sunflower Avenue, Bristol Street, MacArthur Boulevard or Plaza Drive. c. Phase III — Northwest quadrant of the project (north of Callens Common) i. Prior to issuance of building permit for the first Implementing Project on Phase III, Owner shall: 1. Submit public improvement plans and a deposit/bond for all public improvements on MacArthur Boulevard between Private Drive (Bristol Paseo) and Plaza Drive and on Plaza Drive from MacArthur Boulevard to southerly project limits. ii. Prior to issuance of final Certificate of Occupancy of 50% or more of the residential units allowed for Phase III, Owner shall: 1. Complete construction of water main, medians, bike lanes, curb & gutters, sidewalk and street lights on MacArthur Boulevard between Private Drive (Bristol Paseo) and Plaza Drive and on Plaza Drive from MacArthur Boulevard to southerly project limits. 2. Complete construction of remaining traffic signal improvements. iii. Prior to issuance of final Certificate of Occupancy for the final Implementing Project on Phase III, Owner shall: 1. Repair any pavement damaged or worn from construction activities on streets fronting project limits. 2. If Phase III does not receive a building permit for its first Implementing Project within 3 years of the final Certificate of Occupancy for the final Implementing Project in Phase II, or if the building permit for any Implementing Project in Phase III is not issued within 3 years of the final Certificate of Occupancy of the prior Implementing Project in Phase III, Owner must proceed to complete final street improvements consisting of full depth street restoration from the new curb and gutter to the edge of the first vehicle lane line along the project frontage and 3" grind and overlay of the half streets fronting the project limits (inclusive of all intersections), including restriping with Class II bike lanes on Sunflower Avenue and Bristol Street. a. If Owner completes these final street improvements because Phase III did not receive a building permit for Page 6 of 10 Exhibit A to Exhibit 5 - Conditions of Approval for VTTM No. 2023-01 the first Implementing Project within 3 years of the final Certificate of Occupancy for the final Implementing Project on Phase II, and Owner proceeds to complete Phase III at a future date, or if the building permit for an Implementing Project in Phase III was not issued within 3 years of the final Certificate of Occupancy of the prior Implementing Project in Phase III, then prior to issuance of final Certificate of Occupancy for the final Implementing Project on Phase III, Owner shall complete 3" grind and overlay of the half streets fronting the project limits (inclusive of all intersections), including restriping with Class II bike lanes on MacArthur Boulevard. b. Otherwise, prior to issuance of final Certificate of Occupancy for the final Implementing Project on Phase III, Owner shall complete full depth street restoration from the new curb and gutter to the edge of the first vehicle lane line along the project frontage and 3" grind and overlay of the half streets fronting the project limits (inclusive of all intersections), including restriping with Class II bike lanes on MacArthur Boulevard. d. Public improvements constructed in Phases shall be designed to accommodate appropriate transitions between Phases in a manner that ensures the safety of the traveling public. Temporary improvements shall be designed and built in accordance with all City standards. Detailed engineered plans for all improvements must be submitted to the Public Works Agency for review and approval. As part of the project's phasing, the following will apply: i. Maintain ADA pedestrian paths between each Project phase (as contemplated by the Development Approvals) throughout the development project and along the perimeter public streets of the project. ii. Maintain bikeway connectivity between each Project phase (as contemplated by the Development Approvals) throughout the development project and along the perimeter public streets of the project. 15. Traffic Signal Fair Share: Owner shall contribute a fair share contribution for the following traffic signal projects: a. Flower Street at MacArthur Boulevard. i. Related Bristol Proportionate Share: 17.99%. ii. Modify traffic signal to add left -turn signal for the NB and SB directions including new traffic signal poles, controller cabinet, conduit, wiring, pedestrian & bike detection, signage, fiber optic communication system. Page 7 of 10 Exhibit A to Exhibit 5 - Conditions of Approval for VTTM No. 2023-01 iii. Timing of Payment: Payment to be made to the City upon issuance of building permits for first development project for southerly Phase (Phase 1) of the Project. b. Intersection of Fairview Street at Segerstrom Avenue i. Restripe to provide an exclusive WB right turn lane and eliminate the existing street parking. ii. Owner Proportionate Share: 2.51 %. iii. Timing of Payment: Payment to be made to the City upon issuance of building permits for first development project for northerly Phase (Phase II) of the Project. c. Intersection of Bristol Street at Segerstrom Avenue i. Restripe to provide exclusive NB right turn lane ii. Owner Proportionate Share: 6.70%. iii. Timing of Payment: Payment to be made to the City upon issuance of building permits for first development project for northerly Phase (Phase II) of the Project. d. Intersection of Main Street and MacArthur Boulevard i. Owner Proportionate Share: 15.65%. ii. Modify the traffic signal to provide NB and SB right -turn overlap phasing. iii. Timing of Payment: Payment to be made to the City upon issuance of building permits for first development project for northerly Phase (Phase II) of the Project. e. SR-73 NB Off Ramp at Bear Street i. Related Bristol Proportionate Share: 6.31 %. ii. Scope: Restripe the NB off -ramp to convert the existing left -turn lane to a shared left/right lane. iii. Timing of Payment: Payment to be to the City prior to issuance of building permits for the first development project in Phase III (last phase) of the Project. f. Flower Street at Segerstrom Avenue/Dyer Road i. Related Bristol Proportionate Share: 4.10%. ii. Scope: Modify traffic signal to add left -turn signal for the NB and SB directions including new traffic signal poles, controller cabinet, conduit, wiring, pedestrian & bike detection, signage, fiber optic communication system. iii. Timing of Payment: Payment to be to the City prior to issuance of building permits for the first development project in Phase III (last phase) of the Project. 16. Plans & Standards. All public improvements will require engineered plans to be approved by the Public Works Agency and permits issued for such improvements. Improvements will be in conformance with City standards, rules and regulations in place at time of plan approvals. 17. Right of Way Maintenance Agreement. Owner shall enter into a Right of Way Page 8 of 10 Exhibit A to Exhibit 5 - Conditions of Approval for VTTM No. 2023-01 maintenance agreement, conforming to the City's standard Right of Way maintenance agreement. Through the agreement, Owner agrees to maintain the new public sidewalks, parkways, irrigation, landscaping, trees, furnishings, waste receptacles, weed abatement, graffiti removal and vandalism, specialty pavement, and specialty lighting above and beyond standard street lights along the Project's frontage on Bristol Street, Sunflower Avenue, MacArthur Boulevard and Plaza Drive. Owner may elect to, but is not obligated to, install specialty lighting above and beyond standard street lights along the Project's frontage on Bristol Street, Sunflower Avenue, MacArthur Boulevard and Plaza Drive. If Owner installs standard street lights, City shall operate and maintain same at City's cost. If Owner installs specialty lighting, Owner shall operate and maintain same at Owner's cost. The Right of Way maintenance agreement shall not obligate Owner to maintain any street medians, street signals, street signs, nor to remove City's obligation to provide police and public safety monitoring and/or enforcement on the public sidewalks and medians. 18. Impact Fees. Prior to receiving building permits for each individual building, Developer shall pay all development impact fees associated with each building that is the subject of said building permit. 19. Public Improvement Guarantee Bonds/Deposit. Prior to receiving building permits for the first Implementing Project on each Phase, Developer shall submit to the City either a cash deposit or public improvements agreement and bond in the amount of the cost of public improvements per each Phase of the project. The total amount will be in accordance with the Developer's engineer's cost estimate and approved by the Public Works Agency. The City will release deposit and/or bond as Owner completes related improvements to the City's satisfaction. Additional, ongoing standards for the required subdivision include: Any amendment to this tentative tract map must be submitted to the Planning Division and Public Works Agency for review. At that time, staff will determine if administrative relief is available or if the tentative tract map must be amended. 2. The project shall comply with all applicable mitigation measures as identified by the Mitigation Monitoring and Reporting Program of the Supplemental Environmental Impact Report (EIR) for the Related Bristol Specific Plan (SCH No. 2020029087). 3. The Applicant must submit Covenants, Conditions and Restrictions (CC&Rs) for the Project to the Planning Division for review and approval prior to the Final Map being recorded for any portion of phase of the Specific Plan area. Page 9 of 10 Exhibit A to Exhibit 5 - Conditions of Approval for VTTM No. 2023-01 4. The Final Map must be approved and recorded prior to issuance of Certificate of Occupancy or permit finals for any building or structure on any phased final map portion of the subdivision area. 5. The Final Map and all improvements required to be made or installed by the subdivider must be in accordance with the design standards and specifications of the Santa Ana Municipal Code and the requirements of the State Subdivision Map Act. 6. Two copies of the recorded Final Map and CC&Rs shall be submitted to the Planning Division, Building Division, Public Works Agency and Orange County Fire Authority (OCFA) within 10 days of recordation. 7. A "Notice of Airport in Vicinity" shall be included in all lease/rental agreements, and the applicant shall post outdoor signage informing the public of the presence of operating aircraft, which demonstrates further compliance with the Orange County/John Wayne Airport Environs Land Use Plan and to minimize potential future noise complaints. 8. The applicant shall submit a construction phasing plan for each development within the Specific Plan area prior to the issuance of building permits for any grading, excavation, or above -ground construction. Said plan shall be accompanied by a site plan illustrating any phasing, temporary closures, construction material and equipment staging areas, construction hours, and other information as requested by the City for the benefit of understanding any temporary impacts resulting from construction activities. 9. The applicant shall record, as determined to be necessary, an avigation easement with the City of Santa Ana and the County of Orange in a template and form agreeable to the City of Santa Ana, the County of Orange, and the applicant, prior to issuance of building permits for above -ground construction. 10. The owner shall record one or more open space easements against the Property for the benefit of the City concurrent with the recordation of the subdivision maps that implement a given Project Phase or Development phase, as contemplated by the Project Approvals. Such easements shall not be retired until the property is no longer zoned by the Specific Plan, or zoned or used for residential purposes. Page 10 of 10 Exhibit B Vesting Tentative Tract Map No. 2023-01 Resolution No. 2024-XXX Page 8 of 8 RELATED BRISTOL VESTING TENTATIVE TRACT MAP NO. 19272 FOR AIRSPACE AND CONDOMINIUM PURPOSES LEGAL DESCRIPTION GENERAL NOTES as rxv mAya� mnm .amrucur amo®s��m•awae Mnmm u�*w.� v.��re xmm BASIS OF BEARINGS ma.ua�u � an<an. wm Pau � m �N ars w...va¢ .s n awaw a�n mrw�n. Twos @y a.wum® BE. 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