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Home My WebLink About75B - NEXUS DEVELOPMENT REQUEST FOR COUNCIL ACTION ~ ~ CITY COUNCIL MEETING DATE: JUNE 20, 2005 TITLE: PUBLIC HEARING - AMENDMENT APPLICATION NO. 2005-01; CONDITIONAL USE PERMIT NOS. 2005-10, 11, 12, 13 AND 15; DEVELOPMENT AGREEMENT NO. 2005-02; ENVIRONMENTAL IMPACT REPORT NO. 2004-02; VESTING TENTATIVE TRACT MAP NOS. 2005-02, 03 AND 04 (COUNTY MAP NOS. 16621, 16622 & 16626); AND VARIANCE NOS. 2005-05, 07, 10 AND 12 FOR THE MACARTHUR PLACE SOUTH PROJECT - NEXUS DEVELOPMENT CORPORATION, :PPLICANrQ4J Ila- CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED o As Recommended o As Amended o Ordinance on 1st Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt a resolution certifying Final Environmental Impact Report No. 2004-02 and approve the mitigation monitoring program and statement of overriding considerations for the MacArthur Place South project. 2. Adopt an ordinance approving Amendment Application No. 2005-01. 3. Adopt an ordinance approving Development Agreement No. 2005-02. 4. Adopt a resolution approving Conditional Use Permit No. 2005-10 as conditioned for the Lake Towers residential project. 5. Adopt a resolution approving Conditional Use Permit No. 2005-11 as conditioned for the Cinema Tower and Loft residential projects. 6. Adopt a resolution approving Conditional Use Permit No. 2005-12 as conditioned for the Cinema Retail project. 7. Adopt a resolution approving Conditional Use Permit No. 2005-13 as conditioned for the Cinema Restaurant project. 8. Adopt a resolution approving Conditional Use Permit No. 2005-15 as conditioned for the Integral residential project. 9. Adopt a resolution approving Vesting Tentative Tract Map No. 2005-02 (County Map No. 16621) as conditioned for the Integral project. 75B-1 AA No. 2005-01, CUP Nos. 05-10 through 13 & 15, DA No. 05-02, TTM Nos. 05-02 through 04, EIR No. 04-02, and VA Nos. 05-05, 07, 10 & 12 June 20, 2005 Page 2 10. Adopt a resolution approving Vesting Tentative Tract Map No. 2005-03 (County Map No. 16622) as conditioned for the Cinema Tower and Loft projects. 11. Adopt a resolution approving Vesting Tentative Tract Map No. 2005-04 (County Map No. 16626) as conditioned for the Lake Towers project. 12. Adopt a resolution approving Variance No. 2005-05 as conditioned to allow a reduction in setbacks for the Lake Towers project. 13. Adopt a resolution approving Variance No. 2005-07 as conditioned for a reduction in parking and tandem parking for the Lake Towers project. 14. Adopt a resolution approving Variance No. 2005-10 as conditioned for a reduction in parking for the Cinema residential, retail and restaurant uses and to allow tandem parking. 15. Adopt a resolution approving Variance No. 2005-12 as conditioned to allow tandem parking for the Integral condominium project. PLANNING COMMISSION ACTION Recommended that the City Council: 1. Adopt a resolution certifying Final Environmental Impact Report No. 2004-02 and approve the mitigation monitoring program and statement of overriding considerations for the MacArthur Place South project. 2. Adopt an ordinance approving Amendment Application No. 2005-01. 3. Adopt an ordinance approving Development Agreement No. 2005-02. 4. Adopt a resolution approving Conditional Use Permit No. 2005-10 as conditioned for the Lake Towers residential project. 5. Adopt a resolution approving Conditional Use Permit No. 2005-11 as conditioned for the Cinema Tower and Loft residential projects. 6. Adopt a resolution approving Conditional Use Permit No. 2005-12 as conditioned for the Cinema Retail project. 7. Adopt a resolution approving Conditional Use Permit No. 2005-13 as conditioned for the Cinema Restaurant project. 75B-2 AA No. 2005-01, CUP Nos. 05-10 through 13 & 15, DA No. 05-02, TTM Nos. 05-02 through 04, EIR No. 04-02, and VA Nos. 05-05, 07, 10 & 12 June 20, 2005 Page 3 8. Adopt a resolution approving Conditional Use Permit No. 2005-15 as conditioned for the Integral residential project. 9. Adopt a resolution approving Vesting Tentative Tract Map No. 2005-02 (County Map No. 16621) as conditioned for the Integral project. 10. Adopt a resolution approving Vesting Tentative Tract Map No. 2005-03 (County Map No. 16622) as conditioned for the Cinema Tower and Loft projects. 11. Adopt a resolution approving Vesting Tentative Tract Map No. 2005-04 (County Map No. 16626) as conditioned for the Lake Towers project. 12. Adopt a resolution approving Variance No. 2005-05 as conditioned to allow a reduction in setbacks for the Lake Towers project. 13. Adopt a resolution approving Variance No. 2005-07 as conditioned for a reduction in parking and tandem parking for the Lake Towers project. 14. Adopt a resolution approving Variance No. 2005-10 as conditioned for a reduction in parking for the Cinema residential, retail and restaurant uses and to allow tandem parking. 15. Adopt a resolution approving Variance No. 2005-12 as conditioned to allow tandem parking for the Integral condominium project. At its May 23, 2005 meeting by a vote of 7:0 (Exhibit A). DISCUSSION On May 23, 2005, the Planning Commission held a public hearing on the MacArthur Place South project, a request by Nexus Development to construct a total of 791 condominiums units comprised of three 25-story high rise condominium buildings with 500 units, a four to six-story, 276- unit condominium building and a five-story mixed use building with 10,000 square feet of office uses and 15 residential units. In addition, approximately 14,000 square feet of retail and restaurant uses are proposed for the project. 75B-3 AA No. 2005-01, CUP Nos. 05-10 through 13 & 15, DA No. 05-02, TTM Nos. 05-02 through 04, EIR No. 04-02, and VA Nos. 05-05, 07, 10 & 12 June 20, 2005 Page 4 After considering the various applications and project impacts, the Planning Commission recommended approval of the project subject to several changes. These changes, which are identified below as either additions or modifications, include the addition of new conditions and the modification to existing conditions. The changes include: Additions 1. Added a Planning Division condition to all permits to prohibit construction workers adjacent neighborhoods; five from conditional parking in use the 2. Added a Planning Division condition to all five conditional use permits to require the submittal and approval of a waste management plan for the project; 3. Added a Planning Division condition to Conditional Use Permit Nos. 2005-10, 2005-11 and 2005-15 (Lake Towers, Cinema site and Integral project) to require directional signage within the adjacent parking structure to direct patrons to additional parking spaces; 4. Added a Planning Division condition to Conditional Use Permit Nos. 2005-12 and 2005-13 (retail and restaurant) to require the submittal of a floor plan to the Planning Manager for review and approval to ensure visibility into the retail and restaurant spaces is not obstructed; and, 5. Added a Planning Division condition to Conditional Use Permit No. 2005-15 (Integral project) to require the submittal of a pedestrian paseo plan to the Planning Manager for review and approval. The plan will include details of and enhancements to the hardscape and landscape within the paseo area. Modifications 6. Amended the Planning Division condition of all five conditional use permits to prohibit pile driving prior to 8:00 a.m. on Saturday; 7. Amended the Planning Division conditions of all five conditional use permits to require the exterior) be maintained installed; and, project in the amenities (both same condition interior and as originally 75B-4 AA No. 2005-01, CUP Nos. 05-10 through 13 & 15, DA No. 05-02, TTM Nos. 05-02 through 04, EIR No. 04-02, and VA Nos. 05-05, 07, 10 & 12 June 20, 2005 Page 5 8. Amended the Planning Division condition for Conditional Use Permit Nos. 2005 -10, 2005 -12, 2005 -13 and 2005 -15 (Lake Towers, retail, restaurant, and Integral project) to require all water features be maintained in the same condition as originally installed. Development Agreement Since the Planning Commission's action on May 23, 2005, several amendments have been made to the development agreement. The amendments are primarily technical in nature and do not affect the deal points identified in the Planning Commission staff report. The revised development agreement is provided within Tab I (Exhibit 9) of the Nexus binder. Airport Land Use Commission The MacArthur Place South development was required to be reviewed by the Airport Land Use Commission (ALUC) for a determination of consistency with the Airport Environs Land Use Plan (AELUP) per Section 21676 (b) of the California Public Utili ties Code due to the proj ect' s proximity to the John Wayne Airport and the proposed height of the buildings (262 feet above grade). On February 17, 2005 the ALUC held a public hearing on the project and found the project inconsistent with the AELUP. The inconsistent determination appeared to be primarily due to the need to obtain a revised determination from the FAA that the project poses no hazard to air navigation as the Cinema Tower was moved approximately 174 feet from its originally proposed location. Such "No Hazard" determinations had previously been issued by the FAA on September 1 and December 27, 2004. However, this move of the Cinema Tower a bit further to the north, and further away from the airport, triggered the technical requirement for a revised FAA determination. This new determination, issued on May 8, 2005, again concluded the project will pose no hazard to air navigation. Given the FAA's most recent clearance, the City requested that the ALUC reconsider its February decision. This reconsideration is scheduled to be heard by the ALUC on June 16, 2005. In the event the ALUC again determines that the project is inconsistent with the AELUP, the City Council may overrule the ALUC determination and approve the project with a 2/3 vote in support of the project and after certain findings of fact are made. However, that overrule process would necessitate a continuance of the project while all the state-mandated procedures are completed. 75B-5 AA No. 2005-01, CUP Nos. 05-10 through 13 & 15, DA No. 05-02, TTM Nos. 05-02 through 04, EIR No. 04-02 and VA Nos. 05-05, 07, 10 & 12 June 20, 2005 Page 6 The MacArthur Place South proj ect will help preserve the identity and integrity of Hutton Centre as a major development area by incorporating high quality design, materials and finishes, public art and pedestrian linkages to the other developments in Hutton Centre. MacArthur Place South will help energize and strengthen the southern gateway to the City and will reinforce an active, vibrant urban lifestyle envisioned when the Hutton Centre was adopted in 1987. Additionally, the project will be of direct benefit to the community by providing additional housing opportunities in the City. Finally, approval of the development agreement will contribute toward improvements to the surrounding neighborhoods. Therefore, staff recommends that the City Council adopt a resolution certifying Final Environmental Impact Report No. 2004-02 and approve the mitigation monitoring program and statement of overriding considerations for the MacArthur Place South project, adopt an ordinance approving Amendment Application No. 2005-01, adopt an ordinance approving Development Agreement No. 2005-02, adopt a resolution approving Conditional Use Permit Nos. 2005-10, 2005-11, 2005-12, 2005-13 and 2005-15 as conditioned, adopt a resolution approving Tentative Tract Map Nos. 2005-02, 2005-03 and 2005-04 (County Map Nos. 16621, 16626 and 16626) as conditioned, and adopt a resolution approving Variance Nos. 2005-05, 2005- 07, 2005-10 and 2005-12 as conditioned. FISCAL IMPACT The funds necessary for this action will come from project specific tax increment generated by the development project. ~/\-. (Ja M. Trevino cutlve Dlrector Planning and Building Agency VF:rb vf/reports/Nexus.cc 75B-6 KO 6/15/05 RESOLUTION NO. 2005-063 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CERTIFYING AND APPROVING THE ENVIRONMENTAL IMPACT REPORT, APPROVING A MITIGATION MONITORING PROGRAM, AND ADOPTING CERTAIN FACTS, FINDINGS AND A STATEMENT OF OVERRIDING CONSIDERATIONS FOR THE PROPERTY LOCATED AT 1, 9, AND 10 EAST HUTTON CENTRE DRIVE AND 101 EAST SANDPOINTE AVENUE (MACARTHUR PLACE SOUTH PROJECT) 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. The Applicant is requesting approval of an amendment application, five conditional use permits, a development agreement, three tentative tract maps and four variances to allow the construction of three residential high rise buildings with 500 condominium units, a four to six-story condominium project with 276 units, a five story mixed-use building with 15 residential units and 10,000 square feet of office space and 14,000 square feet of retail and restaurant spaces at 1, 9 and 10 East Hutton Centre Drive and 101 East Sandpointe Avenue. B. On May 23, 2005, the Planning Commission held a duly noticed public hearing and unanimously voted to recommend that the City Council: 1. Adopt a resolution certifying Final Environmental Impact Report No. 2004-02 and approve the mitigation monitoring program and statement of overriding considerations for the MacArthur Place South project. 2. Adopt an ordinance approving Amendment Application No. 2005-01. 3. Adopt an ordinance approving Development Agreement No. 2005-02. 4. Adopt a resolution approving Conditional Use Permit No. 2005-10 as conditioned for the Lake Towers residential project. 5. Adopt a resolution approving Conditional Use Permit No. 2005-11 as conditioned for the Cinema Tower and Loft residential projects. 6. Adopt a resolution approving Conditional Use Permit No. 2005-12 as 75B-7 Resolution No. 2005-063 Page 1 of 5 conditioned for the Cinema Retail project. 7. Adopt a resolution approving Conditional Use Permit No. 2005-13 as conditioned for the Cinema Restaurant project. 8. Adopt a resolution approving Conditional Use Permit No. 2005-15 as conditioned for the Integral residential project. 9. Adopt a resolution approving Vesting Tentative Tract Map No. 2005- 02 (County Map No. 16621) as conditioned for the Integral project. 10. Adopt a resolution approving Vesting Tentative Tract Map No. 2005- 03 (County Map No. 16622) as conditioned for the Cinema Tower and Loft projects. 11. Adopt a resolution approving Vesting Tentative Tract Map No. 2005- 04 (County Map No. 16626) as conditioned for the Lake Towers project. 12. Adopt a resolution approving Variance No. 2005-05 as conditioned to allow a reduction in setbacks for the Lake Towers project. 13. Adopt a resolution approving Variance No. 2005-07 as conditioned for a reduction in parking and tandem parking for the Lake Towers project. 14. Adopt a resolution approving Variance No. 2005-10 as conditioned for a reduction in parking for the Cinema residential, retail and restaurant uses and to allow tandem parking. 15. Adopt a resolution approving Variance No. 2005-12 as conditioned to allow tandem parking for the Integral condominium project. C. On June 20, 2005 the City Council of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral. D. Due to the size of the project and the impacts to the environment, an Environmental Impact Report (EIR) was prepared for this project. E. On June 28, 2004, a Notice of Preparation was prepared, submitted to interested persons, responsible and trustee agencies, and filed with the County Recorder regarding this proposed project, which was at that time described as the demolition of 47,000 square feet existing land uses and associated parking facilities and the relinquishing of the approved entitlements for a 192-room planned hotel to allow for the development of two 23-story residential towers at 10 East Hutton Centre Drive, one 23-story residential tower at 9 East Hutton Centre Drive, two 5-story residential Resolution No. 2005-063 Page 2 of 5 75B-8 building at 101 East Sandpointe Avenue, a 5,570 square foot restaurant and a 8,000 square foot retail building at 1 East Hutton Centre Drive. The attached exhibit shows the proposed site plan for the MacArthur Place South project site. Table 1 provides a statistical summary of the proposed project. F. Four (4) alternatives to the proposed project were developed and studied. G. The City prepared a Draft EIR for this proposed project, which was submitted for public comment to all responsible agencies, the State Clearinghouse, neighboring communities and districts, neighborhoods in the vicinity and the requesting public. H. All comments to the Draft EI R were considered and responded to in the proposed Final EIR (which includes the Draft EIR and errata). I. A proposed mitigation monitoring plan has been prepared, as has 38 pages of certain facts, findings and statement of overriding considerations, which are attached to this Resolution as Exhibits "A" and "B" respectively and incorporated by this reference as though fully set forth herein. J. Page 9 of the Clarification to the Draft Environmental Impact Report contained in the Volume IV is hereby replaced with Exhibit "C" which is attached hereto and incorporated by this reference as though fully set forth herein. This errata page shall replace page 9 of the clarifications to the Draft Environmental Impact Report. K. At its regular meeting of May 23, 2005, the Planning Commission of the City of Santa Ana, following a duly noticed public hearing, voted unanimously to recommend to the City Council that it adopt this Final EIR, the mitigation monitoring plan, and certain facts, findings and statements. L. The City Council has fully considered this matter, and all public testimony, at a duly noticed public hearing held at its regularly scheduled meeting of June 20,2005. M. All attached documents, including the Final EIR, the mitigation monitoring plan, the 38 pages of findings and approvals, the Request for Council Action, and the record of proceedings are incorporated herein by this reference as though fully set forth. At the June 20, 2005 meeting, the City Council also adopted an ordinance approving Amendment Application No. 2005-01; adopted an ordinance approving Development Agreement No. 2005-02; and adopted a resolution approving Conditional Use Permits (Numbers 2005-10, 2005-11, 2005-12, 2005-13, 2005-15), Vesting Tentative Tract Maps (Numbers 2005-02, 2005-03, 2005-04), and Variances (Numbers 2005-05, 2005-07, 2005-10, 2005-12). This resolution incorporates by reference, as though fully set forth herein, the ordinance and resolutions and said Final Environmental Impact Report, Mitigation Monitoring Program, and Statement of Overriding Considerations, and all of 75B-9 Resolution No. 2005-063 Page 3 of 5 their respective facts, findings and conclusions in support of this resolution and the findings made herein. Section 2. The City Council has reviewed and considered the information contained in the Final EIR prepared with respect to this Project. The City Council has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act ("CEQA") and the State CEQA Guidelines, the Final EIR meets all requirement of CEQA, including but limited to: finding that the Final EIR adequately addresses the impacts of the project; that it identifies and through the mitigation monitoring plan imposes all feasible mitigation measures which will reduce all of the significant environmental impacts of the Project to a level of insignificance, except those unavoidable impacts described more specifically in the statement of overriding considerations; discusses a reasonable range of alternatives to the Project; identifies the environmentally superior alternative; and based upon all of which and the record as a whole the Council chooses to approve the Project. The City Council hereby certifies and approves the Final EIR, the mitigation monitoring plan, the facts, findings and Statement of Overriding Considerations attached to this Resolution as Exhibits "A" and "B" respectively and incorporated herein by this reference, and directs that a Notice of Determination be prepared and filed with the County Clerk of the County of Orange in the manner required by law. Section 3. Pursuant to Title XIV, California Code of Regulations (UCCR") S 735.5(c)(1), the City Council has determined that, after considering the record as a whole, there is no evidence that the proposed project will have the potential for any adverse effect on wildlife resources or the ecological habitat upon which wildlife resources depend. The proposed project exists in an urban environment characterized by paved concrete, roadways, surrounding buildings and human activity. Therefore, pursuant to Fish and Game Code S 711.2 and Title XIV, CCR S 735.5, the payment of Fish and Game Department filing fees is not required in conjunction with this project. Section 4. This Resolution shall take effect immediately after its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this _ day of June, 2005. Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph W. Fletcher Resolution No. 2005-063 Page 4 of 5 75B-10 City Attorney By: Kylee O. Otto Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, PATRICIA E. HEALY, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2005- to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana 75B-11 Resolution No. 2005-063 Page 5 of 5 .r:. ~ E tata'r'" 10 ~ L. eNO 0 0 ~ta..... 0 ~ CO ta~N N 0 a. L. ....'-C>> Q) C) eQ)~ e enOl ta.... ;j 0 Cl)eO .., OlO:: .... Q) ~ L. a 0 ta e O~ 0.. ~.2~ CO 0 .- > C) o .- ta _CO 0.... e C- o. c: Ota NCI) E .- L. ~ ~ L. - 0 .r:. - ~ CO a. L. ~ Ol <C c: 0:: 0 Ol CO E -C :E c: c: 0 CO L. C) .- > c: c: .- L. W 0 ~ t-- - .- ~....... CO c: .......'-H ...... 0 c: 0 :8....... ~ Q) .- :E ~ b1) LL. ~ cd p., c: 0 .- ~ CO C) .- ~ .- :E 75B-12 '0 bI) ~ .S r::: 00 .... ,..... -<;::01) ~.~ ""'CJ S S ~ 15 ~ '5 ~ 5h .... 0"........ 0 0 ~~~ ~ ~ 8 bI) .S o::=....r::: ...... <B'€ ~ ~ [3 0 (If ~ p... 00 S..Q~ ~ 0........ ,..s::::: ...... c.8 '\:I u "d ~ ~ ~ ~ 00 !3 ~ ~~gp~..s .... 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Q) D::: 75B-28 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report CERTIFICATION OF THE FINAL ENVIRONMENTAL IMPACT REPORT, FINDINGS AND APPROVALS FOR THE MACARTHUR PLACE SOUTH PROJECT 1.0 CERTIFICATION OF THE FINAL ENVIRONMENTAL IMPACT REPORT Pursuant to California Code of Regulations (CCR), Title 14, Section 15090, the City of Santa Ana hereby certifies the Final Environmental Impact Report ER-2004-02, State Clearinghouse No. 2004061140 for the MacArthur Place South project. The Final EIR was completed in compliance with the California Environmental Quality Act (CEQA), Public Resources Code Section 21000, et seq and the State CEQA Guidelines, CCR, Title 14, Section 15000, et seq. The City certifies that it has been presented with the Final EIR and that it has reviewed and considered the information in the Final EIR prior to approving the MacArthur Place South project, as set forth herein. The City further certifies that the Final EIR reflects the independent judgment and analysis of the City of Santa Ana. The Final EIR consists of the Draft EIR, the Responses to Comments Report and the project Mitigation Monitoring Program (MMP). 2.0 FINDINGS Having received, reviewed and considered the information in the record before it, including the Final EIR, which is hereby incorporated by reference, the following Findings are hereby adopted by the City as required by CEQA (specifically, CCR, Title 14, Sections 15091 through 15093) in conjunction with the approval of the project, which is set forth below. The City is the Lead Agency for the environmental documentation for the project evaluated in the Final EIR. Based on the substantial evidence in the record before it, the City finds that the Draft and Final EIRs were prepared in compliance with CEQA and the CEQA Guidelines. The City finds that the Draft EIR was prepared by consultants retained by City staff, subject to independent review and judgment of the City. The City finds that it has independently reviewed and analyzed the Draft EIR and the Final EIR for the MacArthur Place South project, that the Draft EIR which was circulated for public review reflected its independent judgment and that the Final EIR reflects the independent judgment of the City. The City has based its actions on full appraisal of all viewpoints, including all comments received up to the date of the adoption ofthese Findings, concerning the potential environmental impacts identified and analyzed in the Final EIR. In addition, the City has reviewed and considered the MMP, which is contained in the Final EIR and which describes the process to ensure implementation of the mitigation measures that have been incorporated in the approved project to reduce or avoid significant adverse impacts of the project on the environment. This MMP will ensure CEQA compliance during project imp lementation. Exhibit B Page 1 of38 75B-29 Page 1 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report 3.0 ENVIRONMENT AL REVIEW PROCESS 3.1 PROJECT BACKGROUND AND OBJECTNES The MacArthur Place South project site is located in the southeast part of the City of Santa Ana and is generally located at the southeast comer of MacArthur Boulevard Main Street. The project site is immediately west of the Costa Mesa Freeway (SR-55) and approximately three-quarters of a mile north of the San Diego Freeway (1-405). John Wayne Airport is located approximately 1.1 miles south of the proj ect site. The City of Irvine is located south and east of the proj ect site and the City of Costa Mesa is located southwest of the site. The proposed project is a mixed-use development. The project consists of three 25-story residential towers, with a total of 501 residential units, one 5-and 6 story 10ft building with 14 residential units and 10,000 square feet of office space, a condominium complex including three 5 and 6 low rise buildings with a total of 276 residential units and a restaurant and retail building providing 13,871 square feet of commercial area. The objectives for the MacArthur Place South project are to: . To provide a mixed-use project that provides residential uses, supporting commercial uses and on-site recreational facilities within the southeastern area of the City. . To provide for high-rise residential dwellings in a range of product types that appeal to a wide range of market segments. . To help meet the City's Land Use Element Policy of providing high-density residential development within the City's District Centers as part of master planned mixed-use development. . To help achieve the goals and objectives of the City's Redevelopment Agency for the South Main Street Redevelopment Project Area. . To provide new housing opportunities to improve the jobs-to-housing ratio in the City of Santa Ana. . To fulfill the General Plan objective of concentrating high intensity high rise projects such as this in an existing urban setting, as opposed to displacing lower density (and possibly low income) housing to accommodate this growth premise. The City of Santa Ana is the Lead Agency for the EIR, as defined by Section 21067 of CEQA. The City of Santa Ana has determined that the EIR is required for the MacArthur Place South project pursuant to Section 15063 of the CEQA Guidelines to assess the potential impacts resulting from approval of the project and other discretionary actions necessary for its implementation. This EIR is intended to serve as a project EIR for the MacArthur Place South site plan approval and other related implementation actions. Exhibit B Page 2 of38 75B-30 Page 2 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report To implement the project, the City and/or other public agencies may consider various actions, permits and approvals. Other agencies may also consider the EIR in the review of project permits or other actions. The potential actions, permits and approvals for the proposed project are anticipated to include the following: . Zone change to Specific Development (SD) zone. . Site Plan review . Lot line adjustment . Tentative/Final Tract Maps . Conditional Use Permit . Parking Variance . Airport Environs Land Use Plan Consistency Finding . Development Agreement 3.2 DRAFT ENVIRONMENTAL IMP ACT REPORT 3.2.1 Initial Study and Notice of Preparation The City of Santa Ana distributed a Notice of Preparation (NOP) of an EIR and an Initial Study (IS) for the MacArthur Place South project on July 28, 2004, for a 30-day review period. The Nap/IS was distributed to the State Clearinghouse Office of Planning and Research, public agencies, utility and service providers, homeowners' associations and other interested parties in the project area. The Nap/IS is provided in Appendix W of the EIR. The City of Santa Ana received twelve written responses to the NOP. Copies of these comment letters are provided in Appendix V of the EIR. 3.2.2 Scoping Meeting The City of Santa Ana conducted a public scoping meeting for the MacArthur Place South project on July 21,2004. The meeting was held from 5:30 PM to 7:00 PM, at the City of Santa Ana City Council Chambers, in the Santa Ana Civic Center. The notice of the scoping meeting was included in the Project Nap. A copy ofthe NOP scoping notice is provided in Appendix W of the EIR. Based on the findings of the IS and public input provided in response to the NOP, the Draft EIR evaluated the following environmental issues: aesthetics; aviation, air quality; geology and soils, hazards and hazardous materials, hydrology and water quality, land use and relevant planning, noise, population and housing, public services, transportation and traffic, utilities and service systems, and recreation. Exhibit B Page 3 of38 Page 3 75B-31 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report 3.2.3 Draft EIR Circulation of the Draft EIR The City of Santa Ana circulated the Draft EIR for the MacArthur Place South Project for public review between March 7,2005 and April 20, 2005. The Responses to Comments Report (RTC) documents the public review and comment period for the Draft EIR. The Notice of Completion and the Notice of Availability (NOA) for the Draft EIR are provided in Appendix A ofthe RTC Report. The NOA was published in the Orange County Register on March 7, 2005, and filed with the Orange County Clerk. The distribution list for the Draft EIR is provided in Appendix B in the R TC Report. The written comments received on the Draft EIR included comment letters and written comments provided to the Planning Commission during the public hearing. Written comments on the Draft EIR for the MacArthur Place South project were received from the following: State, Regional and Local Agencies California Department of Toxic Control South Coast Air Quality Management District Southern California Association of Governments Orange County Vector Control District City of Tustin City of Costa Mesa City of Irvine John Wayne Airport Orange County Airport Land Use Commission Businesses, Groups and Organizations Southern California Gas Company Members of the General Public Pat and Richard Merritt Heidi Radisay Theresa Delvac Planning Commission Public Hearing A public hearing was held on the Draft EIR for the MacArthur Place South project as part of the regularly scheduled April 11, 2005 City of Santa Ana Planning Commission meeting. This meeting was held in the City of Santa Ana Council Chambers (22 Civic Center Plaza, Santa Ana). The purpose of the meeting was to receive public comments on the Draft EIR. Appendix C in the RTC Report provides a list of all the persons who spoke at the Planning Commission public hearing. The transcript from the public hearing is also provided in the RTC Report. Exhibit B Page 4 of38 Page 4 75B-32 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report Second Planning Commission Public Hearing A second public hearing with the Santa Ana Planning Commission was held on the Draft EIR for the MacArthur Place South project on May 23, 2005. This meeting was held in the City of Santa Ana Council Chambers (22 Civic Center Plaza, Santa Ana). The purpose of the meeting was to review response to comments on the Draft EIR and to receive additional public comments on the Draft EIR At the conclusion of the meeting, the Santa Ana Planning Commission recommended the City Council certify the Draft EIR for the MacArthur Place South project. Appendix D in the R TC Report provides a list of all the persons who spoke at the Planning Commission public hearing. The transcript from the public hearing is also provided in the RTC Report. Written Responses to Written Comments The City evaluated the comments on environmental issues received from persons who reviewed the EIR. In accordance with CEQA, the City prepared written responses describing the disposition of significant environmental issues raised in these comments. As required by CEQA, the City has provided to each of the public agencies that commented on the Draft EIR responses to the comments received from that agency at least ten days prior to the certification of the Final EIR. The Final EIR provided adequate, good faith and reasoned responses to the comments. Pursuant to Section 15088.5 of the CEQA Guidelines, a lead agency is required to recirculate an EIR when significant new information is added to the EIR after the Notice of Availability is given, but before certification. The term "new information" specifically includes: (i) Changes to the project, (ii) Changes in the environmental setting or (iii) Additional new data or other information. Section 15088.5 of the CEQA Guidelines further provides that".. .new information added to an EIR is not "significant" unless the EIR is changed in a way that deprives the public of a meaningful opportunity to comment upon a substantial adverse environmental effect of the project or a feasible way to mitigate or avoid such an effect (including a feasible project alternative) that the project's proponents have declined to implement." The City has reviewed the comments received on the Draft EIR and the responses to those comments as well as other text changes and references that have been incorporated into the Final EIR. Since the release of the Draft EIR for public review, there have been no changes to the project; no changes in the environmental setting; and no additional data or information were added to the EIR which would deprive the public of a meaningful opportunity to comment on the project. Therefore, having reviewed the information contained in the Draft and Final EIRs and in the administrative record, as well as the requirements under Section 15088.5 of the CEQA Guidelines regarding recirculation of draft EIRs, the City hereby finds that there is no new significant information and no need to recirculate the EIR. Therefore, the Final EIR has been prepared and considered by the City. Exhibit B Page 5 of38 Page 5 75B-33 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report 3.2 FINAL ENVIRONMENTAL IMPACT REPORT The City has prepared a Final EIR for the MacArthur Place South project. In accordance with the requirements of CEQA and the CEQA Guidelines, the Final EIR consists of: ( a) The Draft EIR; (b) Comments and recommendations received on the Draft EIR, provided in the R TC Report; (c) A list of persons, organizations and public agencies commenting on the Draft EIR, provided in the R TC Report; (d) The City's responses to the comments received on the Draft EIR, provided in the RTC Report; (e) The Final MMP and (f) Other information added by the City, including all documents incorporated by reference. 4.0 PROJECT IMPACTS AND DISPOSITION OF RELATED MITGATION MEASURES IDENTIFIED IN THE FINAL EIR The analysis in the Final EIR identifies all the significant adverse environmental impacts of the MacArthur Place South project. All the mitigation measures identified in the Final EIR are included in the project approval and are made conditions of the MacArthur Place South project. The following Findings are made with respect to each significant adverse environmental impact of the MacArthur Place South project. In addition, the following Findings provide a description of the potential adverse impacts of the project and the mitigation measures in support of the Findings. Potentially significant adverse impacts of a project can be divided into two categories: . Potentially significant adverse impacts, which can be mitigated to below a level of significance, based on implementation of identified project enhancement measures, project mitigation measures and/or City of Santa Ana standard conditions of approval. . Potentially significant adverse impacts which can be partially mitigated, but not to below a level of significance. As described later in these Findings, the City Place project will result in some significant adverse impacts, which cannot be mitigated to below a level of significance. For each potentially significant adverse impact of the City Place project, one of the following findings must be made, including the provision of facts supporting each finding: . Mitigation measures and/or project enhancement measures have been incorporated into Exhibit B Page 6 of38 75B-34 Page 6 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report the project, which avoid or substantially lessen the significant environmental effect as identified in the EIR. · Such changes or alterations are within the responsibility and jurisdiction of another public agency and not the agency making the finding. Such changes have been adopted by such other agency or can and should be adopted by such other agency. · Specific economic, legal, social, technological or other considerations make infeasible the mitigation measures or project alternatives identified in the Final EIR. 4.1 POTENTIALLY SIGNIFICANT ADVERSE IMPACTS OF THE MACARTHUR PLACE SOUTH PROJECT, WHICH CANNOT BE MITIGATED TO BELOW A LEVEL OF SIGNIFICANCE Potentially significant adverse impacts of the MacArthur Place South project, which cannot be mitigated to below a level of significance are described in this Section. The City of Santa Ana City Council finds that these potentially significant adverse impacts of the MacArthur Place South project would not be mitigated to below a level of significance, after implementation of the project mitigation measures. A Statement of Overriding Considerations (SOC) has been prepared to address these unavoidable significant adverse impacts of the MacArthur Place South project, as described later in Section 7.0 (Statement of Overriding Considerations). 4.1.1 Impacts Related to Aesthetic Impacts 4.1.1.1 Potentially Significant Adverse Impact Related to Aesthetic Impacts III Regards to Height and Mass As described in Section 5.1 in the EIR, the MacArthur Place South proj ect would result in significant adverse aesthetic impacts as a result of the high-rise residential tower components of the project being substantially higher in height and larger in mass than existing land uses in the project area and being in contrast with the existing development patterns within the project area. Finding Related to Height and Mass Aesthetic Impacts Specific economic, legal, social, technological or other considerations make infeasible the mitigation measures or project alternatives identified in the Final EIR to reduce unavoidable significant impacts to a level that would be less than significant. Facts in Support of the Finding Related to Height and Mass Aesthetic Impacts There are no feasible mitigation measures or project alternatives to reduce the height and mass aesthetic impacts of the project to a level that would be less than significant. Therefore, the height and mass aesthetic impact of the MacArthur Place South project would be significant and unavoidable. Level of Significance of Impacts Related to Height and Mass Aesthetic Impacts Exhibit B Page 7 of 38 Page 7 75B-35 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report The aesthetic impacts of the MacArthur Place South project related to height and mass cannot be mitigated to below a level of significance. 4.1.1.2 Potentially Significant Adverse Impact Related to Shade and Shadow Impacts As described in Section 5.1 in the EIR, the MacArthur Place South project would result in significant adverse aesthetic impacts from shade and shadow impacts on residential uses. Finding Related to Aesthetic Shade and Shadow Impacts Specific economic, legal, social, technological or other considerations make infeasible the mitigation measures or project alternatives identified in the Final EIR to reduce unavoidable significant impacts to a level that would be less than significant. Facts in Support of the Finding Related to Aesthetic Shade and Shadow Impacts There are no feasible mitigation measures or project alternatives to reduce shade and shadow aesthetic impacts of the project to a level that would be less than significant. Therefore, the impact of the MacArthur Place South project from shade and shadow aesthetic impacts would be significant and unavoidable. Level of Significance of Impacts Related to Shade and Shadow Aesthetic Impacts The aesthetic impacts of the MacArthur Place South project related to shade and shadow cannot be mitigated to below a level of significance. 4.1.2 Impacts Related to Short Term Air Quality Impacts Potentially Significant Adverse Impact Related to Short-Term Construction Related Air Quality Impacts. As described in Section 5.3 in the EIR, the MacArthur Place South project would result in significant adverse short-term air quality impacts. Finding Related to Construction Related Air Quality Impacts Specific economic, legal, social, technological or other considerations make infeasible the mitigation measures or project alternatives identified in the Final EIR to reduce unavoidable significant impacts to a level that would be less than significant. Facts in Support ofthe Finding Related to Construction Related Air Quality Impacts There are no feasible mitigation measures or project alternatives to substantially reduce air quality impacts during construction to a level below significant. Therefore, the short-term air quality impacts during construction of the MacArthur Place South project would be significant Exhibit B Page 80f38 Page 8 75B-36 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report and unavoidable. Compliance with the following project enhancement measures will lessen air quality impacts during construction. AQ-l During construction, the contractor shall be required to comply with SCAQMD Fugitive Dust Rule 403 to suppress dust generated by construction operations. To ensure compliance with SCAQMD Fugitive Dust Rule 403, grading plans and demolition plans for the proposed project shall reflect the following notes: . All materials excavated or graded shall be sufficiently watered to prevent excessive amounts of dust. Watering with complete coverage shall occur at least twice daily, once in the late morning and once after work is done for the day. . All clearing and earthwork activities shall cease during periods of high winds (winds greater than 25 mph averaged over one hour) or during Stage 1 or Stage 2 smog episodes. . Internal roadways and project site entry and exit points shall be cleaned at the end of each day by the project developer. Dust and debris from construction activities that migrates or is carried onto MacArthur Boulevard or Main Street adjacent to the project site shall also be cleaned each day. . All material transported off-site shall either be sufficiently watered or securely covered to prevent excessive amounts of dust. Haul trucks leaving the site shall have a minimum freeboard distance of 12-inches. . Construction equipment leaving the project site shall be wheel washed. . The amount of area disturbed by clearing and earthwork activities shall be minimized at all times. . Equipment engines shall be maintained in good condition and in proper tune according manufacturer's specifications. . To the extent feasible, construction equipment shall use alternative clean fuels such as compressed natural gas equipment with oxidation catalysts. If alternative clean fuels are not feasible, gasoline powered construction equipment shall be used. . Construction equipment operating on diesel fuel shall use particulate filters or low sulfur diesel. . To the extent feasible construction operations shall use electricity from power poles in- lieu of temporary diesel or gasoline-powered generators. AQ-2 Prior to commencement of construction activities, the project developer shall identify to the City a construction relations officer to act as a community liaison concerning on-site activity, including resolution of issues related to dust generation from grading/paving activities. A publicly visible sign shall be posted with name of construction relations Exhibit B Page 9 of38 Page 9 75B-37 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report officer and telephone number. AQ-3 During finish work, the construction contractor shall ensure the minimization of ROG emissions. Building plans for the project shall specify and require the use of pre-coated building materials, use of high pressure-low volume (HPLV) paint applicators with 50% efficiency, and use oflower volatility paint not to exceed 100 grams ofROG per liter. AQ-4 During construction and grading activities, the developer's construction contractor shall comply with the measures set forth in the Storm Water Pollution Prevention Plan (SWPPP) to ensure that airborne dust is kept to a minimum. Level of Significance of Impacts Related to Construction Related Air Quality Impacts The short-term air quality impacts associated with the construction of MacArthur Place South cannot be mitigated to below a level of significance. 4.1.3 Impacts Related to Long Term Air Quality Impacts Potentially Significant Adverse Impact Related to Long Term Operational Air Ouality Impacts. As described in Section 5.3 in the EIR, the operation of the MacArthur Place South project will result in significant long-term air quality impacts related to regional NOx, carbon monoxide (CO) and reactive organic gases (ROG) emissions. Finding Related to Long Term Operational Air Quality Impacts Specific economic, legal, social, technological or other considerations make infeasible the mitigation measures or project alternatives identified in the Final EIR to reduce unavoidable significant impacts to a level that would be less than significant. Facts in Support of the Finding Related to Long Term Operational Air Quality Impacts There are no feasible mitigation measures or project alternatives to substantially reduce NOx, CO and ROG emissions during operation of the proposed project to a level that would be less than significant. Therefore, the air quality impacts during operation of the MacArthur Place project related to regional NOx, CO and ROG emissions would be significant and unavoidable. Compliance with the following project enhancement measure wi11lessen long-term operational air quality impacts. AQ-5 Prior to issuance of building permits and to the extent feasible, building plans for the proposed project shall reflect the use of the following measures. . Use low-polluting high energy-efficient appliances . Install solar panels on roofs to supply electricity for heating and cooling . Use double-paned windows to reduce thermal loss . Install automatic lighting on/off controls and energy-efficient lighting Exhibit B Page 10 of38 Page 10 75B-38 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report . Use light colored roofing materials in new construction to deflect heat away from buildings. Level of Significance ofImpacts Related to Long Term Operational Air Quality Impacts The adverse operational impacts of the MacArthur Place South project related to long term operational NOx, CO and ROG emissions cannot be mitigated to below a level of significance. 4.1.4 Cumulative Impacts Related to Air Quality Potentially Significant Cumulative Adverse Impact Related to Air Quality As discussed above, the construction related NOx emissions of the proposed project and the operations related NOx, ROG and CO emissions of the proposed project would exceed the applicable South Coast Air Quality Management District (SCAQMD) thresholds for these criteria pollutants. The impacts from the proposed project plus related cumulative projects would additionally contribute to cumulatively significant adverse emissions in the South Coast Air Basin (Basin), which is already a nonattainment area. This impact is significant and adverse and cannot be mitigated to below a level of significance. Regional programs to reach air quality goals and standards will be adhered to by the cumulative projects, reducing the impact. However, the incremental increase is considered significant and adverse when added to the existing nonattainment levels of the Basin. Finding Related to Cumulative Air Quality Specific economic, legal, social, technological or other consideration, make infeasible the mitigation measures or project alternatives identified in the Final EIR that would reduce cumulative impacts to a level considered less than significant. Facts in Support of the Finding Related to Cumulative Air Quality There are no feasible mitigation measures or feasible project alternatives to substantially reduce NOx emissions during construction and regional NOx, CO and ROG emissions during operation of the proposed project. Therefore, the significant adverse air quality impacts during construction and operation of the MacArthur Place South project cannot be reduced to below a level of significance. Therefore, the MacArthur Place South project will contribute cumulatively to adverse air quality impacts in the Basin. Level of Significance of Impacts Related to Cumulative Air Quality The contribution of the MacArthur Place South project to cumulatively adverse impacts related to NOx emissions during construction and NOx, CO and ROG emissions during operation cannot be mitigated to below a level of significance. 4.1.5 Impacts Related to Transportation Exhibit B Page 11 of38 Page 11 75B-39 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report 4.1.5.1 Potentially Significant Adverse Impacts To The State Route SR-55 Southbound On- Ramp At MacArthur Boulevard As described in Section 5.11 in the EIR, the long-term operation of the MacArthur Place South project would result in significant adverse traffic impacts at the SR-55 Southbound On-Ramp at MacArthur Boulevard. Finding Related to Impacts To The Southbound SR-55 On-Ramp at MacArthur Boulevard Specific economic, legal, social, technological or other considerations make infeasible the mitigation measures or project alternatives identified in the Final EIR to reduce unavoidable significant impacts to a level that would be less than significant. Facts in Support of the Finding Related to hnpacts To The State Route SR-55 Southbound On- Ramp At MacArthur Boulevard The proposed project would be required to contribute a fair share of funds for improvements to the Southbound Sr-55 On-Ramp to reduce potentially significant impacts to a level considered less than significant. However, at this time there is no specific funding program or time frame to implement the improvements. Because of the uncertainty then the improvements would occur, the impacts to the southbound SR-55 On-Ramp would be considered an unavoidable significant impact. Level of Significance of Impacts Related to Impacts To The State Route SR-55 Southbound On -Ramp At MacArthur Boulevard. The project traffic impacts at the southbound SR-55 On-Ramp at MacArthur Boulevard cannot be mitigated to below a level of significance. 4.1.5.2 Potentially Significant Adverse Impacts To The State Route SR-55 Northbound On- Ramp At MacArthur Boulevard As described in Section 5.11 in the EIR, the long-term operation of the MacArthur Place South project would result in significant adverse traffic impacts at the SR-55 Northbound On-Ramp at MacArthur Boulevard. Finding Related to Impacts To The Southbound SR-55 On-Ramp at MacArthur Boulevard Specific economic, legal, social, technological or other considerations make infeasible the mitigation measures or project alternatives identified in the Final EIR to reduce unavoidable significant impacts to a level that would be less than significant. Facts in Support of the Finding Related to hnpacts To The State Route SR-55 Northbound On- Ramp At MacArthur Boulevard Exhibit B Page 12 of38 Page 12 75B-40 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report The proposed project would be required to contribute a fair share of funds for improvements to the Northbound SR-55 On-Ramp to reduce potentially significant impacts to a level considered less than significant. However, at this time there is no specific funding program or time frame to implement the improvements. Because of the uncertainty then the improvements would occur, the impacts to the Northbound SR-55 On-Ramp would be considered an unavoidable significant impact. Level of Significance of Impacts Related to Impacts To The State Route SR-55 Northbound On -Ramp At MacArthur Boulevard. The project traffic impacts at the SR-55 Northbound On-Ramp at MacArthur Boulevard cannot be mitigated to below a level of significance. 4.1.5.3 Cumulative Impacts Related to Southbound State Route SR-55 Southbound On-Ramp At MacArthur Boulevard As described in Section 5.11 in the EIR, the long-term operation of the MacArthur Place South project would result in significant adverse cumulative traffic impacts at the SR-55 Southbound On-Ramp at MacArthur Boulevard. Finding Related to Cumulative Impacts To The SR-55 Southbound On-Ramp at MacArthur Boulevard Specific economic, legal, social, technological or other considerations make infeasible the mitigation measures or project alternatives identified in the Final EIR to reduce unavoidable significant cumulative impacts to a level that would be less than significant. Facts in Support of the Finding Related to Cumulative Impacts To The State Route SR-55 Southbound On-Ramp At MacArthur Boulevard The proposed project would be required to contribute a fair share of funds for improvements to the Southbound SR-55 On-Ramp to reduce potentially significant cumulative impacts to a level considered less than significant. However, at this time there is no specific funding program or time frame to implement the improvements. Because of the uncertainty then the improvements would occur, the cumulative impacts to the southbound SR-55 On-Ramp would considered an unavoidable significant cumulative impact. Level of Significance ofImpacts Related to Impacts To The SR-55 Southbound On-Ramp At MacArthur Boulevard. The cumulative traffic impacts at the SR-55 Southbound On-Ramp at MacArthur Boulevard cannot be mitigated to below a level of significance. 4.1.5.4 Cumulative Impacts Related to State Route SR-55 Northbound On-Ramp At MacArthur Boulevard Exhibit B Page 13 of38 Page 13 75B-41 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report As described in Section 5.11 in the EIR, the long-term operation of the MacArthur Place South project would result in significant adverse cumulative traffic impacts at the SR-55 Northbound On-Ramp at MacArthur Boulevard. Finding Related to Impacts To The Northbound SR-55 On-Ramp at MacArthur Boulevard Specific economic, legal, social, technological or other considerations make infeasible the mitigation measures or project alternatives identified in the Final EIR to reduce unavoidable significant cumulative impacts to a level that would be less than significant. Facts in Support of the Finding Related to Cumulative Impacts To The Northbound State Route SR-55 On-Ramp At MacArthur Boulevard The proposed project would be required to contribute a fair share of funds for improvements to the Northbound SR-55 On-Ramp to reduce potentially significant cumulative impacts to a level considered less than significant. However, at this time there is no specific funding program or time frame to implement the improvements. Because of the uncertainty then the improvements would occur, the cumulative impacts to the northbound SR-55 On-Ramp would considered an unavoidable significant cumulative impact. Level of Significance ofImpacts Related to Impacts To The SR-55 Northbound On-Ramp At MacArthur Boulevard. The cumulative traffic impacts at the northbound SR-55 On-Ramp at MacArthur Boulevard cannot be mitigated to below a level of significance. 4.2 POTENTIALLY SIGNIFICANT ADVERSE IMP ACTS OF THE CITY PLACE PROJECT, WHICH CAN BE MITIGATED TO BELOW A LEVEL OF SIGNIFICANCE Potentially significant adverse impacts of the MacArthur Place South project, which can be mitigated to below a level of significance are described in this Section. The City of Santa Ana City Council finds that these potentially significant adverse impacts of the project would be mitigated to below a level of significance, after implementation of the identified project mitigation measures and or project enhancement measures 4.2.1 Impacts Related to Aesthetics 4.2.1.1 Potentially Significant Adverse Aesthetic Impacts Related to Light and Glare Impacts Implementation of the proposed project would introduce additional sources oflight and glare. Findings Related to Aesthetic Light and Glare Impacts Mitigation measures and/or project enhancement measures have been incorporated into the project, which avoid or substantially lessen the significant environmental effect as identified in Exhibit B Page 14 of38 75B-42 Page 14 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report the EIR. Facts in Support of the Finding Related to Aesthetic Light and Glare Impacts Implementation of project enhancement measures A-I and A-2, provided below, would substantially lessen the adverse impacts of the MacArthur Place South project related to light and glare impacts, to a level that would be less than significant. A-I Prior to issuance of building permits, the project developer shall ensure that the building plans reflect the following information: outdoor lighting fixtures adjacent to exterior doors and within walkways and parking lots shall generate a minimum 1.0 foot candle level of light during normal operation hours. During non-operating hours outdoor lighting fixtures shall generate no less than .25 foot candle level of light. All lighting shall be directed towards the interior of the project site. A-2 Prior to issuance of building permits, building plans for the proposed project shall reflect the use of non-reflective building materials to minimize light and glare impacts. Level of Significance of Impacts Related to Aesthetic Light and Glare Impacts The adverse impacts of the MacArthur Place South project related to aesthetic light and glare impacts would be mitigated to below a level of significance based on the implementation of mitigation measures/project enhancement measures A-I and A-2. 4.2.1.2 Potentially Significant Adverse Aesthetic Impacts Related to Visual Degradation of Proi ect Area The proposed project would reflect a contemporary architecture design. The design would be consistent with the architectural design exhibited by existing buildings within the project area. The proposed project includes a comprehensive landscape program to accent the architecture and to soften views into the project site. The design of the proposed project with the proposed landscape plan would not lead towards the visual degradation of the project area. Findings Related to Visual Degradation Impacts Mitigation measures and/or project enhancement measures have been incorporated into the project, which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support ofthe Finding Related to Visual Degradation Impacts Implementation of project enhancement measures A-3 and A-4, provided below, would substantially lessen the adverse impacts of the MacArthur Place South project related to visual degradation impacts, to a level that would be less than significant. Exhibit B Page 15 of38 Page 15 75B-43 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report A-3 Prior to the issuance of building permits, a Final Landscape Plan for each building component of the project shall be approved by the City of Santa Ana Planning Department. The Final Landscape Plan shall be based on the conceptual landscape plan included in the EIR. A-4 Prior to issuance of Certificate of Occupancy Permits, the required landscaping for each building component of the project shall be installed to the satisfaction of the City of Santa Ana Planning Department. 4.2.2 Impacts Related to Impacts To Aviation Potentially Significant Adverse Impacts Related to Aviation As discussed in Section 5.2 of the EIR, the proposed project is located within the John Wayne Planning Area established by the Airport Environs Land Use Plan (AELUP) and would require consistency finding with the AELUP. Findings Related to impacts to Aviation Mitigation measures and/or project enhancement measures have been incorporated into the project, which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Impacts to Aviation Implementation of project enhancement measures A V-I, A V-2, A V-3, and A V-4, provided below, would substantially lessen the adverse impacts of the MacArthur Place South Place project related to aviation, and would reduce this potentially significant adverse impact to below a level of significance. A V-I Prior to the issuance of a building permit, the project developer shall provide the Planning Manager plans that incorporate lighting and any other conditions in the manner required by the FAA during the construction phase (e.g. for the cranes) and after completion A V -2 Pursuant to state law, prior to issuance of a certificate of a use and occupancy permit, the project proponent shall provide evidence to the City of Santa Ana that a Notice of Airport in the vicinity has been recorded on the deed for each residential unit and shall remain so recorded so as long as the airport is in operation. A V-3 AS required by the AELUP, prior to issuance of the certificate of use and occupancy, the City shall ensure that the sales office for the residential unit posts a conspicuous sign alerting potential buyers to the presence of the airport. The notice shall be in the same language as the need notice. A V-4 Prior to the issuance of a building permit, the project developer shall provide evidence to Exhibit B Page 16 of38 Page 16 75B-44 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report the Planning Manager that an FAA "No Hazard" determination has been obtained for the operation of the cranes. The project developer shall demonstrate compliance with any conditions imposed by the FAA for this determination. Level of Significance of Impacts Related to Aviation The adverse impacts of the MacArthur Place South project related to aviation would be mitigated to below a level of significance based on the implementation of project enhancement measures A V-I, A V-2, A V-3 and A V-4, provided above. 4.2.3 Impacts Related to Geology and Soils Potentially Significant Adverse Impacts Related to Geology and Soils As discussed in Section 5.4 in the EIR, the MacArthur Place South project site is subject to constraints that could affect the geotechnical stability of the project. Findings Related to Geology and Soil Impacts Mitigation Measures and/or project enhancement measures have been incorporated into the project, which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Geology and Soil Impacts Implementation of mitigation measures G-l, G-2, G-3, G-4, G-5, G-6, G-7 and G-8 would substantially lessen the adverse impacts of the MacArthur Place South project related to geologic and soil constraints on the project site, and would reduce this potentially significant adverse impact to below a level of significance. G-l During grading operations special handling of on-site soils shall be required, due to the high moisture content of the soils, which is well above optimum moisture conditions. The City of Santa Ana shall monitor the grading contractor to ensure stabilization of the soils during grading prior to placing and compacting fill soils over wet sub-grade soils, as recommended in the geotechnical investigation prepared by Geotechnical Professionals, Inc. G-2 Prior to issuance of building permits, the project developer shall ensure that pile foundations are incorporated into the project design to mitigate the potential settlement hazards beneath the proposed buildings. Pile foundations shall be installed according to the recommendations provided in the project geotechnical report. G-3 Prior to issuance of building permits, the project developer shall ensure that the subterranean portion of the structures is designed and installed to resist hydrostatic pressure and be a water- proof barrier between the existing soils and subterranean portions of the buildings. This design and installation shall be consistent with the recommendations Exhibit B Page 17 of38 Page 17 75B-45 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report provided in the project geotechnical report. G-4 Prior to initiation of project grading, the project developer shall ensure that all existing utilities will be relocated, abandoned and removed, rerouted, or protected in coordination with the project developer and affected utility companies. G-5 Prior to issuance of a grading permit for project construction, the project developer shall ensure that a Final Geotechnical Report on the project site is prepared. All recommendations from this Final Geotechnical Report shall be incorporated into the final grading plan for the project. G-6 Prior to issuance of building permits, the project developer shall ensure that all structures on the site are designed in accordance with the seismic design provisions set forth in the Final Geotechnical Report and the Uniform Building Code in order to promote safety in the event of a seismic event. G-7 Prior to issuance of grading permits, the project developer shall determine and demonstrate to the City of Santa Ana that the foundation piles for the project would not intrude into the Orange County groundwater basin. In the event the foundations intrude into the groundwater basin, the project developer shall obtain approval and/or permits from the Orange County Water District and the Regional Water Quality Control Board. Any measures required by these agencies will be incorporated into the final design and construction specifications for the project. G-8 Prior to issuance of grading permits the project developer shall ensure that provisions set forth in the Final Geotechnical Report regarding dust control measures during site preparation, grading and construction are incorporated into the final construction specifications for the project. Level of Significance of Impacts Related to Geologv and Soils The adverse impacts of the MacArthur Place South project related to geology and soils would be mitigated to below a level of significance based on implementation of measures G-l, G-2, G-3, G-4, G-5, G-6, G-7 and G-8. Potentially Significant Adverse Impacts Related to Hazards and Hazardous Materials As discussed in Section 5.5, the construction and operation of the project could involve the handling of incidental amounts of hazardous materials. Effluent water from dewatering operations could result in adverse water quality impacts. Additionally, The potential exists that buildings proposed for demolition could contain asbestos-containing building materials and lead based paint. Findings Related to Hazard and Hazardous Materials Impacts Mitigation Measures and/or project enhancement measures have been incorporated into the Exhibit B Page 18 of38 Page 18 75B-46 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report project, which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Hazard and Hazardous Material Impacts Implementation of mitigation measures H-l, H-2, H-3, H-4 and H-5, provided below, would substantially lessen the adverse impacts of the MacArthur Place South project related to Hazards and Hazardous Materials impacts, and would reduce this potentially significant adverse impact to below a level of significance. H-l Prior to issuance of Certificate of Occupancy permits, the project developer shall submit to the City of Santa Ana CC&Rs for each residential project. The CC&Rs shall outline the environmental awareness, conditions and Best Management Practices regarding the handling and storage of hazardous materials as identified in the Water Quality Management Plan for MacArthur Place South. H-2 Prior to issuance of grading permits, the project developer shall provide proof to the City of Santa Ana of an NPDES permit from the R WQCB for on-site dewatering activities. H-3 The residential management companies shall ensure that post-construction Best Management Practices (BMPs) are strictly adhered to by all building occupants and tenants. H-4 Prior to issuance of a demolition permit, the project developer shall prepare an asbestos survey to determine the presence of asbestos containing building materials. The survey shall be submitted to the City's Environmental Coordinator for review. If asbestos is identified, proper precautions shall be taken during demolition in compliance with California environmental laws, regulations and policies. H-5 Prior to issuance of a demolition permit, the project developer shall prepare a lead paint survey to determine the presence of lead based paint. The survey shall be submitted to the City's Environmental Coordinator for review. If lead-paint or mercury is identified, proper precautions shall be taken during demolition in compliance with California environmental laws, regulations and policies. H-6 Prior to issuance of grading permits, the project developer shall perform soil testing to determine if soil to be excavated from the site will require off-site disposal. If the soil is found to be contaminated, it will be properly disposed of in compliance with California environmental laws, regulations and policies. Level of Significance of Impacts Related to Hazards and Hazardous Material Impacts The adverse impacts of the MacArthur Place South project related to hazards and hazardous material impacts would be mitigated to below a level of significance based on implementation of measures H-l, H-2, H-3, H-4 and H-5. . Exhibit B Page 19 of38 Page 19 75B-47 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report 4.2.4 Impacts Related to Hydrology and Water Quality Potentially Significant Adverse Impacts Related to Hydrology and Water Quality As discussed in Section 5.6, the construction and operation ofthe project could result in adverse water quality impacts. Additionally, implementation of the project would change existing drainage patterns. Findings Related to Operational Interior Hydrology and Water Quality Impacts Mitigation measures and/or project enhancement measures have been incorporated into the project, which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Hydrology and Water Quality Impacts Implementation of mitigation measures HW-l, HW-2, HW-3, HW-4, HW-5, HW-6, HW-7, HW- 8, HW-9, HW-I0, and HW-ll provided below, would substantially lessen the adverse impacts of the MacArthur Place South project related to Hydrology and Water Quality impacts, and would reduce this potentially significant adverse impact to below a level of significance. HW -1 Prior to occupancy of residential units, the proj ect developer shall ensure that CC7Rs for the community homeowners associations are recorded specifying maintenance responsibilities for all BMP s identified in the Water Quality Management Plan. HW-2 Prior to issuance of a grading permit for the project, the project developer shall prepare and submit a Notice of Intent (NOI) to the State Water Resources Control Board (SWRCB). The developer will also submit the NOI and the project Water Discharge identification Number (WDIN) provided by the SWRCB to the City of Santa Ana City Engineer. HW-3 During all site preparation, grading and construction, the project developer shall ensure that the project contractor complies with all applicable requirements of the NPDES permit, the Drainage Area Management Plan (DAMP), and the City's Local Implementation Plan (LIP). BMP s from the DAMP and the LIP will be implemented by the project contractors, as appropriate during site preparation, grading and construction. HW-4 Prior to issuance of a grading permit, the project developer shall prepare a Final Storm Water Pollution Prevention Plan (SWPPP). This plan shall be submitted and approved by the City Engineer prior to initiation of any grading activity. The project shall maintain the SWPPP on the construction site throughout the construction period. HW-5 During all site preparation, grading and construction, the project developer shall ensure that its contractor implements the provisions of the SWPPP. HW-6 Prior to the issuance of grading permits, the project developer shall submit a Final Water Exhibit B Page 20 of38 Page 20 75B-48 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report Quality Management Plan (WQMP) based on the Final Grading Plan, to be approved by the City's Director of Public Works. The WQMP shall be consistent with the DAMP and shall contain provisions and BMP s for construction and operation conditions. HW-7 Prior to the issuance of building permits, the project developer shall pay the City's drainage impact fee. HW-8 Prior to the issuance of grading permits, the project developer shall verify that structural BMP s have been permanently incorporated into project plans. Such BMP s shall ensure that pollutants from project-related storm water runoff are mitigated consistently with applicable state and local standards. HW-9 Prior to issuance of grading permits, the project developer shall submit a final drainage plan to the City identifying the exact size and location of drainage facilities. HW-I0Prior to issuance of grading permits, the project developer shall provide proof of an NPDES permit from RWQCB to the City for onsite dewatering activities. HW-llPrior to issuance of building permits for tenant improvements for restaurant uses, the project developer shall ensure that the proposed restaurants are fitted with grease interceptors to the size and capacity as designated by the City of Santa Ana Building Division. Level of Significance of Impacts Related to Hydrology and Water Quality The adverse impacts of the MacArthur Place South project related to Hydrology and Water Quality would be mitigated to below a level of significance based on the implementation of mitigation measures HW-l, HW-2, HW-3, HW-4, HW-5, HW-6, HW-7, HW-8, HW-9, HW-I0, and HW-ll. 4.2.5 Impacts Related to Noise Potentially Significant Adverse Impacts Related to Noise As discussed in Section 5.8, the construction of the project would result in short-term noise impacts. Additionally, during the operation of the project proposed residential uses would be impacted with noise levels in excess of the City's General Plan noise standards. Findings Related to Noise Impacts Mitigation measures and/or project enhancement measures have been incorporated into the project, which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Noise Impacts Exhibit B Page 21 of 38 Page 21 75B-49 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report Implementation of mitigation measures N-l, N-2, N-3, and N-12 and project enhancement measures N-4, N-5, N-6, N-7, N-8, N-9, N-I0 and N-ll provided below, would substantially lessen the adverse impacts of the MacArthur Place South project related to noise impacts, and would reduce potentially significant adverse noise impact to below a level of significance. N-I Prior to issuance of building permits, building plans shall reflect the construction of noise barriers around patios and balconies that are considered open space by the City of Santa Ana. The barriers shall be constructed of materials that provide a surface density of at least four pounds per square foot and shall be continuous (without gaps or gates). The height of the barriers shall be sufficient to reduce the exterior noise level to a CNEL of 65 dB or less, and shall be determined by a qualified acoustical consultant as part of he final engineering design of the project. N-2 Prior to issuance of building permits, building plans shall specify the STC rating of windows and doors for all residential uses. Window and door ratings shall be sufficient to reduce the interior noise level to a CNEL of 45 dB or less, and shall be determined by a qualified acoustical consultant as part of the final engineering design of the project. N-3 Prior to building occupancy, mechanical ventilation shall be installed at the proposed condominiums and residential towers since the interior CNEL standard of 45 dB is to be met with all windows and doors closed. N-4 Prior to building occupancy, to the extent possible, all equipment shall be enclosed within a building or separate structure. Where this is not possible, barriers may be necessary to shield the equipment from the existing and proposed residential buildings. Depending on the size and style of the equipment, silencers in the intake and exhaust ducts may also be necessary to reduce noise at the residential buildings to an acceptable level. N-5 Upon project completion, truck deliveries to the restaurant and the retail building shall be restricted to the hours of 7:00 a.m. to 10:00 p.m. Delivery trucks shall not be permitted to idle in the parking lots or loading areas and shall be required to have properly maintained, factory approved mufflers. Delivery truck drivers shall be encouraged to minimize acceleration and maintain reduced vehicle speeds while onsite. N-6 Demolition and construction plans for the proposed project shall reflect the following note: "During demolition and construction, the contractor shall adhere to all City Noise Ordinance requirements to limit all construction activity, including equipment start-up, to between the hours of 7:00 a.m. and 8:00 p.m. Mondays through Saturdays. No construction shall take place on Sundays or federal holidays. N-7 During demolition and construction, the contractor shall site all construction staging and storage areas away from sensitive receptors to the furthest extent possible. N-8 During construction activities, the project developer shall ensure that all pile driving equipment shall be enclosed on all sides with an acoustical blanket barrier that provides a minimum sound transmission class (STC) rating of 30. The height of the blanket Exhibit B Page 22 of38 Page 22 75B-50 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report enclosure shall be at least 20- feet. With the exception of points of access to the enclosure area, there shall be no openings or gaps in the enclosure, and all points of access are to remain closed during pile driving activities. No pile driving activity shall occur before 8:00 a.m. on Saturdays. N-9 Prior to issuance of grading or demolition permits, the project developer shall submit a construction equipment staging plan to the City of Santa Ana for approval. N-I0 Prior to the start of construction activity, the project developer shall post the name and telephone number of the construction relations officer on-site. N-l1 Prior to any site preparation, grading or construction, the project contractor shall provide to residences in the Sandpointe neighborhood, the Main Attraction Condominiums and the Pinnacle Apartments a project schedule indicating the type of construction activity and duration, construction staging areas and the name and telephone number of the construction relations officer. N-12 Prior to issuance of occupancy permits, the project developer, at the project developers sole expense, shall conduct a noise monitoring analysis to ensure that residential units achieve an interior noise level of 45 dB CNEL. The analysis shall be conducted by a qualified acoustical consultant and shall be submitted to the City's Building and Planning Agency for review. Level of Significance of Impacts Related to Noise Impacts The adverse impacts of the MacArthur Place South project related to noise impacts would be mitigated to below a level of significance based on implementation of mitigation measures N-l, N-2, N-3, N-4, N-5, N-6, N-7, N-8, N-9, N-9, N-I0, N-ll and N-12. 4.2.5 Impacts Related to Public Services Potentially Significant Adverse Impacts Related to Public Services As discussed in Section 5.10 of the EIR, implementation of the MacArthur Place South proj ect would increase the demand for police service, fire service, schools, and parks. Without adequate coordination impacts to public services could be significant. Findings Related to Impacts on Public Services Mitigation measures and/or project enhance measures have been incorporated into the project, which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Impacts on Public Services Implementation of mitigation measures PS-l, PS-2, PS-3, PS-4, PS-5, PS-6, PS-7, PS-8, and PS- 9 provided below, would substantially lessen the adverse impacts of the MacArthur Place South Exhibit B Page 23 of 38 75B-51 Page 23 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report project related to public services and would reduce this potentially significant adverse impact to below a level of significance. PS-l Prior to issuance of a building permit, the project developer shall coordinate any required relocation of fire hydrants on the property with Santa Ana Fire Department. Final approval from the Fire Department is required regarding location of hydrants on the project site. PS-2 Prior to issuance of a grading permit, the project developer shall submit building plans to the Santa Ana Police Department in order to ensure compliance with the City of Santa Ana's Building Security Ordinance. The Police Department must approve the building plans with regard to the Building Security Ordinance prior to initiation of grading. PS-3 Prior to issuance of a building permit, the project developer shall prepare a Mandated Security Plan, which would need final Police department approval. The plan is required to address issues such as onsite uniform security staffing, restriction of hours of operation for the parking garages, implementation of electronic security, mechanical surveillance, and compliance with the basic principles of Crime Prevention Through Environmental design. PS-4 Prior to issuance of a building permit, the project developer shall comply with Senate Bill 50 and pay applicable school impact fees. Currently, the Santa Ana Unified School District's adopted Fee Justification for residential development is $2.14 per square foot and $0.33 per square foot for commercial development. PS-5 Prior to issuance of a building permit, the project developer shall ensure that the appropriate park Acquisition and Development Fee and parkland dedication or in-lieu payments have been made. PS-6 Prior to issuance of building permits, the project developer shall submit a Construction Phasing Plan to Santa Ana Fire Department. The plan must be consistent with the Fire Department Fire Code requirements and must show that emergency access to the construction site is adequate. PS-7 Prior to issuance of building permits, the project developer shall provide evidence to the Santa Ana Fire Department that the proposed fire protection and life saving systems incorporated in the project are adequate. PS-8 Prior to issuance of building permits, the project developer shall submit the final design of the project, including fire sprinklers system design to the Santa Ana Fire Department for approval. PS-9 Prior to issuance of building permits, the project developer shall coordinate with the Santa Ana Fire department and the Santa Ana Police Department regarding possible radio interference and installation of radio repeaters on a tower rooftop. Exhibit B Page 24 of38 Page 24 75B-52 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report Level of Significance of Impacts Related to Public Services The adverse impacts of the MacArthur Place South project related to public services would be mitigated to below a level of significance based on implementation of measures PS-l, PS-2, PS- 3, PS-4, PS-5, PS-6, PS-7, PS-8 and PS-9. 4.2.6 Impacts Related to Traffic and Transportation As discussed in Section 5.11 of the EIR, implementation of the MacArthur Place South project would result in Year 2007 project related traffic impacts at the intersection Main Street/Sunflower, Hutton Centre DriveIMacArthur Boulevard, Hutton Centre Drive/Hutton Centre Loop, and the segment of MacArthur Boulevard between Hutton Centre Drive/Imperial Promenade and the SR 55 Northbound and Southbound On-Ramps. Additionally, the project would result in additional parking demands within MacArthur Place South and the potential exists that project traffic could intrude into the Sandpointe Neighborhood. Findings Related to Traffic and Transportation Impacts Mitigation measures and/or project enhancement measures have been incorporated into the project, which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Traffic and Transportation Impacts Implementation of mitigation measures T-l, T-3, T-4, T-5, T-8, T-9 and T-IO would substantially lessen the adverse impacts of the MacArthur Place South project related to project related traffic and transportation impacts and would reduce potentially significant adverse impacts to below a level of significance. T -1 Prior to issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the restripping of the outside southbound through lane at the intersection of Main Street and Sunflower to a shared through and right turn lane. T -3 Prior to issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the restripping the shared through right-turn lane at Hutton Centre Drive and MacArthur Boulevard to provide an exclusive through lane and construct a second northbound right turn lane for the northbound traffic. T-4 Prior to issuance of building occupancy permits, the project developer shall pay for the construction of a third eastbound through lane on MacArthur Boulevard between Hutton Centre Drive/Imperial Promenade and the Sr-55 northbound on-ramp. T-5 Prior to the issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the installation of a traffic signal at Hutton Centre Drive and Hutton Centre Loop. Exhibit B Page 25 of38 75B-53 Page 25 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report T-S Prior to issuance of building occupancy permits, the project developer shall pay for the construction of a forth eastbound lane on MacArthur Boulevard between Hutton Centre Drive/Imperial Promenade and the Sr-55 southbound on-ramp T -9 Prior to issuance of building occupancy permits, the project developer shall contribute $200,000 for the City of anta Ana to prepare a neighborhood traffic study to assess any intrusion of project traffic into the Sandpointe Neighborhood. If traffic intrusion is attributable to the project, corrective measures could include forced-turn channelization, semi-diverters, diagonal diverters and cul-de-sacs. T -10 Prior to issuance of building occupancy permits, the project developer shall develop a parking plan in cooperation with the City of Santa Ana to ensure that parking needs are met. Level of Significance of Impacts Traffic and transportation The adverse impacts of the MacArthur Place South project related to project traffic and transportation impacts would be mitigated to below a level of significance based on implementation of mitigation measures T-l, T-3, T-4, T-5, T-S, T-9 and T-I0. 4.1.5 Cumulative Impacts Related to Traffic and Transportation Potentially Significant Cumulative Adverse Impact Related to Traffic and Transportation As discussed in Section 5.11 of the EIR, implementation of the MacArthur Place South project would result in Year 2025 cumulative traffic impacts at the intersection Main Street/Sunflower. Finding Related to Traffic and Transportation Impacts Mitigation measures and/or project enhancement measures have been incorporated into the project, which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Traffic and Transportation Impacts Implementation of mitigation measures T -2 would substantially lessen the adverse impact of the MacArthur Place South project related to cumulative traffic and transportation impacts and would reduce the potentially significant adverse impact to below a level of significance. T -2 Prior to issuance of building occupancy permits the project developer shall pay a fair- share contribution for restripping a second eastbound right-turn lane a the intersection of Main Street and Sunflower in order to achieve LOS D for 2025. Level of Significance of Impacts Related to Traffic and Transportation Exhibit B Page 26 of38 Page 26 75B-54 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report The adverse impacts of the MacArthur Place South project related to cumulative traffic and transportation impacts would be mitigated to below a level of significance based on implementation of mitigation measures T-2. 4.2.5 Impacts Related to Utilities and Service Systems Potentially Significant Adverse Impacts Related to Utilities and Service Systems As discussed in Section 5.12 of the EIR, implementation of the MacArthur Place South project would increase the demand for utilities and service systems. Without adequate coordination impacts to utilities and service systems could be significant. Findings Related to Impacts on Utilities and Service Systems Mitigation measures and/or project enhancement measures have been incorporated into the project, which avoid or substantially lessen the significant environmental effect as identified in the EIR. Facts in Support of the Finding Related to Impacts on Public Services Implementation of mitigation measures U-l, U-2, U-3, U-4, U-5, U-6, U-7, U-8, and U-9 provided below, would substantially lessen the adverse impacts of the MacArthur Place South project related to public services and would reduce this potentially significant adverse impact to below a level of significance. U-l Prior to issuance of grading permits, the project developer shall coordinate with SCE to determine the exact location of all underground and overhead electrical facilities. All electrical facilities and associated structures to be left on the project site shall be protected from damage. U-2 Prior to issuance of grading permits, the project developer shall ensure that grading plans reflect the under grounding of utility lines serving the proposed project. U-3 Prior to issuance of grading permits, the project developer shall coordinate with Southern California Gas to determine the exact location of all underground natural gas facilities. All gas pipelines and associated structures to be left on the project site must be protected from damage. U-4 Prior to issuance of grading permits, the project developer shall coordinate with Adelphia Communications to determine the exact location of all underground cable facilities. The developer shall protect all existing cable lines and associated structures to be left on the project site for damage. U-5 Prior to issuance of grading permits, the project developer shall coordinate with SBC Communications (formerly Pacific Bell) to determine the exact location of all underground telephone facilities. The developer shall protect all existing telephone lines Exhibit B Page 27 of38 75B-55 Page 27 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report and associated structures to be left on the project site from damage. U-6 Prior to issuance of grading permits, the project developer shall demonstrate to the City of Santa Ana that construction-related waste generated on-site would be recycled wherever feasible as the first choice of disposal method, leaving the option of landfill disposal as a last alternative. The proposed commercial uses shall incorporate facilities for collection and pick-up of recyclable materials into the design of the project. U-7 Prior to issuance of grading permits, the project developer shall coordinate with the Santa Ana Water Division to determine the exact location of all existing underground water supply facilities and take action to prevent damage to these facilities to be left on the project site or interfere with their operation. The project developer shall pay their fair share amount for the necessary facilities to accommodate project-related water supplies. U-8 Prior to issuance of building permits, the existing 8-inch sewer line along Hutton Centre Drive, north ofSandpointe Avenue shall be replaced with a new lO-inch sewer line. U-9 Prior to issuance of grading permits, the project developer shall coordinate with Waste Management on the type and location of facilities needed to provide solid waste disposal service to the project site. Level of Significance of Impacts Related to Utilities and Service Systems The adverse impacts of the MacArthur Place South project related to utilities and service systems would be mitigated to below a level of significance based on implementation of measures U-l, U-2, U-3, U-4, U-5, U-6, U-7, U-8 and U-9. 4.3 IMP ACTS FOUND NOT TO BE SIGNIFICANT OR LESS THAN SIGNIFICANT The City finds that, based on substantial evidence in the record, discussed below, the following impacts associated with the MacArthur Place South project are less than significant and no mitigation is required. Additionally, the City finds, as set forth in Sections 4.1 (Potentially Significant Adverse Impacts of the City Place Project Which Cannot Be Mitigated to Below a Level of Significance) and 4.2 (Potentially Significant Adverse Impacts of the City Place Project Which Can Be Mitigated to Below a Level of Significance), above, no other potentially significant adverse project specific impacts of the proposed project are anticipated to occur. An Initial Study (IS) was completed at the beginning of the environmental review process for the proposed project, to identify those impacts that could be potentially significant and adverse and which required further study in an EIR. The IS also provided analysis on the environmental impacts of the project that were determined to be less than significant due to the identification and incorporation of mitigation early in the process or based on compliance with existing regulations. The findings of the IS are summarized in Section 2.7 (Effects Found Not to be Significant) in the EIR. The EIR and IS determined, based on substantial evidence in the record, that the following Exhibit B Page 28 of 38 Page 28 75B-56 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report effects of the project would have no significant adverse or no adverse impact on the environment. 4.3.1 Agriculture Based on the analysis summarized in Section 2.7 in the EIR, the MacArthur Place South project site is developed with urbanized land uses and void of any agriculture resources. Therefore, the MacArthur Place South project would not result in adverse impacts related to agriculture resources. No mitigation is required. 4.3.2 Air Quality Based on the analysis summarized in Section 2.7 in the EIR, the construction process for the project could produce objectionable odors, but the effects would be short-term and would affect a small amount of persons. Therefore, the MacArthur Place South project would not result in significant adverse impacts related to odors. No mitigation is required. 4.3.3 Cultural Resources Based on the analysis summarized in Section 2.7 in the EIR, there are no historical, archeological or paleontological resources on the project site. Therefore, the MacArthur Place South project would not result in significant adverse impacts related to currently known and recorded historic, prehistoric and archeological resources. No mitigation is required. 4.3.5 Hydrology and Water Quality Based on the analysis summarized in Section 2.7 in the EIR, the project would not interfere with groundwater recharge because the project area is not located in an area that is known to recharge the groundwater system, additionally, the project site is not located within a 1 DO-year flood plain. Therefore, the MacArthur Place South project would not result significant adverse impacts to underground water supplies and flooding. No mitigation is required. 4.3.6 Transportation and Circulation Based on the analysis summarized in Section 2.7 in the EIR, the proposed project will not result in significant adverse impacts related to traffic safety hazards, emergency access constraints or be in conflict with adopted policies supporting alternative modes of transportation patterns. No mitigation is required. 4.3.7 Land Use Based on the analysis summarized in Section 2.7 and analyzed in Section 5.7 of the EIR, the proposed project would be consistent with the General Plan, with approval of the zone change the project would not be in conflict with the zoning ordinance. Additionally, the project would not result in significant adverse impacts related to division of an established community or impacts to any habitat conservation plan. No mitigation is required. Exhibit B Page 29 of 38 Page 29 75B-57 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report 4.3.11 Population and Housing Based on the analysis in Section 5.9 in the EIR, the increased housing units and population associated with the project would not be in conflict with the City's growth projects, nor would the project displace existing residential uses. No mitigation is required. 4.3.12 Geology Based on the analysis summarized in Section 2.7 in the EIR, there is known earthquake faults, landslides or unique geologic features on the project site, nor would the proposed project involves the use of alternative wastewater or septic systems. No mitigation is required. 4.3.13 Biological Resources Based on the analysis summarized in Section 2.7 in the EIR, the MacArthur Place South project would not result in significant adverse impacts related to biological resources, threatened and endangered species, wetlands or habitat conservation plans. No mitigation is required. 4.3.15 Mineral Resources Based on the analysis summarized in Section 2.7 in the EIR, the project site does not contain any mineral resources. No mitigation is required. 5.0 MITIGATION MONITORING PROGRAM When making findings, CEQA requires that a lead agency must adopt a reporting or monitoring program for the changes to the project that it has adopted or made a condition of project approval in order to ensure compliance during project implementation. The Mitigation Monitoring Program (MMP) for the MacArthur Place South project, accompanying the Final EIR, is designed to serve this purpose for the mitigation measures identified in the Final EIR. The MMP requires the City to monitor mitigation measures designed to reduce or eliminate significant adverse project impacts, as well as those mitigation measures designed to reduce environmental impacts that are less than significant. The MMP includes all mitigation measures identified in the Final EIR and has been designed to ensure compliance during implementation of the project. The City finds that the impacts of the project have been mitigated to the extent feasible by the mitigation measures identified in the Final EIR and the MMP. The City adopts the MMP for the MacArthur Place South project. The MMP designates responsibility and the anticipated timing for the implementation of mitigation measures and conditions within the jurisdiction of the City of Santa Ana. That MMP is hereby adopted and its implementation is made a condition of Exhibit B Page 30 of 38 Page 30 75B-58 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report approval of the City Place project. The City approves and will implement all the mitigation measures in the Final EIR. 6.0 ALTERNATIVES An EIR prepared pursuant to CEQA and the CEQA Guidelines must describe and comparatively evaluate a range of alternatives to the proposed project (Section 15126.6 of the CEQA Guidelines). Analysis of every possible alternative or options or combination of options would overburden the EIR with an unnecessary amount of detail that would be redundant and complex and would, as a result, fail to provide meaningful information for the City to consider in its review of the project. To develop alternatives that are analyzed in the EIR, a list of potential alternatives was prepared. For this analysis, the project alternatives were evaluated to determine the extent to which they meet the basic project objectives, while avoiding or substantially lessening any significant adverse impacts of the proposed project. Those alternatives, which met the basic objectives and avoided or lessened adverse project impacts, were advanced for further evaluation in the EIR. Those alternatives, which did not meet the basic objectives or which did not lessen adverse project impacts, were not advanced in the EIR for further evaluation. 6.1 ALTERNATIVES CONSIDERED BUT NOT ADVANCED IN EIR FOR FURTHER EVALUATION Potential alternatives to the MacArthur Place South project were considered by the City but were not advanced for further evaluation in the EIR. The alternatives failed to carry out the goals and objectives of the proposed project. The reasons the alternatives were not advanced are described in the following Sections. 6.1.1 Alternative Location Because the City of Santa Ana is nearly built out, very little opportunity exists for an alternative site to be developed that meets the same or similar goals and objectives for housing, employment and commercial uses. The proposed project site meets the City's General Plan, District Center, and redevelopment goals and objectives. No other land in the South Main Redevelopment Plan area or Enterprise Zone is available for the scope of the proposed project. 6.1.2 Three Office Towers in Lieu of Three Residential Towers The County of Orange has been classified as ajobs rich area. The proposed project addresses the need for additional housing, with the additional benefit of providing office and commercial retail uses. This alternative would create more significant impacts not anticipate with the proposed project, while not avoiding impacts identified with the project as proposed. 6.1.3 Commercial Retail Center at a Floor-Area Ratio of .5 This alternative would not meet the need for additional housing in jobs rich Orange County. The Exhibit B Page 31 of38 Page 31 75B-59 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report FAR established for the project site is 1.0, and the project proposes an FAR of .75. The reduced intensity utilizing a .5 FAR could lessen some impacts identified with the proposed project while creating new or increased impacts in other areas. However, the City's goals and policies related to the General Plan Land Use Element and District Center designation for a mixed-use site would not be met with this alternative. 6.2 ALTERNATIVES ADVANCED FOR FURTHER EVALUATION IN THE EIR 6.2.1 No Project/Existing Conditions Alternative The No Project Alternative assumes that the project would not be built, as described in the EIR. Existing land uses on the project site would remain and no additional development would occur. As shown on Table 1, under the No Project Alternative the majority impacts would be less compared to the proposed project. However, the No Project Alternative would be incapable of attaining most of the basic project objectives. Without any additional development on the site, the City's General Plan vision of a mixed-use project within MacArthur Place South would not be realized. 6.2.2 Reduction in Height of Buildings to 204 Feet Above Mean Sea Level The Reduced Building Height Alternative would reduce the height of the proposed towers to 204 feet above mean sea level, The buildings would have a height of 160 feet and would likely consist of 16-stories. The reductions in building height would result in the loss 171 to 225 dwelling units. As shown on Table 1, under the Reduced Building Height Alternative, impacts associated with traffic, air quality, noise and aesthetics would be reduced. However, most of the other impacts such as aviation, geology, hazards, hydrology would remain the same. Additionally, under the Reduced Building Height Alternative, the City would not be able to completely attain the project objectives. The maximum residential densities permitted on the project site by the General Plan would not be achieved and the scale of the buildings would not establish MacArthur Place South as a high intensity mixed use project and gateway to the City, as envision in the General Plan. 6.2.3 Build Out Project Under Existing Zoning The Build Out Project Under Existing Zoning Alternative would provide for the development of a project that was evaluated in a previously prepared Mitigated Negative Declaration. A 162- room hotel, 31,122 square feet of retail and restaurant uses and a LA Fitness health club would be developed. The existing cinema would be removed but the existing National Sports Grill would remain. As shown on Table 1, under the Existing Zoning Alternative, impacts associated with aesthetics, geology, hazards, land use and recreation would be reduced. Impacts to air quality, noise, population/housing, and traffic would increase. The Existing Zoning Alternative would not meet the objectives of the project to provide a mixed-use project, to provide a wide range of housing opportunities and to improve the jobs to housing ratio in the City. 6.2.4 Proposed Project Without Cinema Tower The Without Cinema Tower would eliminate the Cinema Tower component of the project. All of Exhibit B Page 32 of38 Page 32 75B-60 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report the remaining components of the proposed project would remain. Without the Cinema Tower, the amount of residential uses for the project would be reduced, by 154 dwelling units. As shown on Table 1, under the Without Cinema Tower Alternative, impacts associated with aesthetics, air quality, noise, public services and transportation would be less. Impacts to aviation, geology, hazards, hydrology, land use, utilities and recreation would be the same. Impacts to population/housing would be greater. The Without Cinema Tower Alternative would not maximize mixed-use development opportunities on the project site, but it would attain all of the project objectives. 6.4 COMPARISON OF IMPACTS Table 1 compares the unavoidable adverse impacts of the MacArthur Place South project with the No Project Alternative, Reduced Building Height Alternative, Existing Zoning Alternative and Without Cinema Tower Alternative. Table 1 MacArthur Place South and Project Alternative Impact Comparison MacArthur Place Reduced Existing Without Impact Category No Project Cinema South Project Building Height Zoning Tower Aesthetics Unavoidable Less Than Less Than Less Than Less Than Significant MacArthur MacArthur Place MacArthur MacArthur Impacts in regards Place South South Project Place South Place South to Height and Project. Project. Proj ect Mass of structures and shade and Shadow Aviation Less Than Less Than Equal to Equal to Equal to Significant Impact MacArthur MacArthur Place MacArthur MacArthur with Incorporation Place South South Project Place South Place South of Mitigation Project. Proiect Proiect Air Quality Unavoidable Less Than Less Than Greater Than Less Than Significant MacArthur MacArthur Place MacArthur MacArthur construction Place South South Project. Place South Place South related, Long Project. Project Project. Term Operation and Cumulative Impacts Geology Less than Less Than Equal to Less Than Equal to significant impact MacArthur MacArthur Place MacArthur MacArthur with Incorporation Place South South Project Place South Place of Mitigation Project. Project. South Project Hazards Less than Less Than Equal to Less Than Equal to significant impact MacArthur MacArthur Place MacArthur MacArthur with Incorporation Place South South Project Place South Place of Mitigation Project. Project. South Project Exhibit B Page 33 of 38 Page 33 75B-61 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report MacArthur Place Reduced Existing Without Impact Category No Project Cinema South Project Building Height Zoning Tower Hydrology Less than Greater Than Equal to Equal to Equal to Significant MacArthur MacArthur Place MacArthur MacArthur Impacts With Place South South Project Place South Place Incorporation of Project Project South Mitigation Proiect Land Use Less than Greater Than Greater Than Less Than Equal to Significant MacArthur MacArthur Place MacArthur MacArthur Place South South Project Place South Place Project Project. South Proiect Noise Less Than Less Than Less Than Greater Than Less Than Significant Impact MacArthur MacArthur Place MacArthur MacArthur With the Place South South Project. Place South Place South Incorporation of Project. Project Project. Mitigation Population/Housing Less than Greater Than Greater Than Greater Than Greater Significant Impact MacArthur MacArthur Place MacArthur Than Place South South Project Place South MacArthur Project Project Place South Proiect Public Services Less than Less Than Equal to Equal to Less Than significant Impact MacArthur MacArthur Place MacArthur MacArthur with Incorporation Place South South Proj ect Place South Place South of Mitigation Proiect. Proiect Proi ect. Traffic Unavoidable Less Than Less Than Greater Than Less Than Significant MacArthur MacArthur Place MacArthur MacArthur Impacts to SR-55 Place South South Project. Place South Place South Southbound and Project. Project Project. Northbound Ramps Utilities Less Than Equal to Equal to Equal to Equal to Significant MacArthur MacArthur Place MacArthur MacArthur Impacts with Place South South Project Place South Place Incorporation of Project Project South Mitigation Proiect Recreation Less Than Equal to Equal to Less Than Equal to Significant Impact MacArthur MacArthur Place MacArthur MacArthur Place South South Project Place South Place Project Proj ect. South Project 6.5 ENVIRONMENT ALLY SUPERIOR AL TERNA TIVE Of the alternatives evaluated, the No Project Alternative would be the most successful at reducing the level of significant impacts associated with the MacArthur Place South project. Therefore, the No Project Alternative is the Environmentally Superior Alternative although it would not meet project objectives as discussed earlier in the analysis of that alternative. Section 15126.6(e)(2) of the CEQA Guidelines requires the identification of an additional feasible environmentally superior alternative when the No Project Alternative is selected as the Exhibit B Page 34 of 38 Page 34 75B-62 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report Environmentally Superior Alternative. Many of the environmental impacts of the MacArthur Place South project are related to the size of structures or intensity of the development. In general, projects with higher development intensity would generally result in more adverse impacts compared to alternatives with a lower intensity of development. As shown in Table 1, The Project Without the Cinema Tower Alternative would result in a reduction of 154 dwelling units. Potential traffic impacts, air quality impacts and noise impacts would be less adverse compared to the proposed project. Additionally, the Project Without the Cinema Tower Alternative would result in less shade and shadow impacts on adjacent residential uses. Therefore, the Project Without the Cinema Tower Alternative would be considered the environmentally superior alternative. 7.0 STATEMENT OF OVERRIDING CONSIDERATIONS Section 15093(b) of the CEQA Guidelines provides that when the decision of a public agency results in the occurrence of significant adverse impacts that are identified in the Final ErR but are not substantially mitigated, the agency must state in writing the reasons to supports its actions based on the Final EIR and/or other information in the record. The City of Santa Ana has considered the benefits of the MacArthur Place South project against its unavoidable adverse environmental impacts and has determined that the benefits the City would realize through the development of the MacArthur Place South project would outweigh the unavoidable significant adverse environmental impacts of the project. Additionally, the City has determined that the benefits of the MacArthur Place South project would outweigh the benefits of reduced environmental effects associated with the Without Cinema Tower Environmentally Superior Alternative. Each of the separate benefits of the project, as stated below, is determined to be, unto itself and independent of other project benefits, and a basis for overriding all unavoidable adverse impacts identified in these Findings. The reasons for the approval of the project despite the occurrence of significant unavoidable adverse impacts related to aesthetics, short-term, long-term and cumulative air quality, and surface transportation are: (a) The MacArthur Place South project is consistent with the General Plan. The level of air quality and traffic impacts associated with the MacArthur Place South project were anticipated in the Environmental Impact Report for the General Plan, for which a Statement of Overriding Consideration was adopted. The proposed MacArthur Place South project would not result in more severe air quality impacts and traffic impacts than what was projected in the General Plan EIR. (b) The development of a mixed-use project at MacArthur Place South would help to reduce vehicle miles traveled through the project area, thus helping to minimize air quality and traffic impacts. (c) The EIR has identified feasible mitigation to reduce significant impacts to the State Route-55 Southbound and Northbound On-Ramps to a level that would be less than significant. The project would contribute fair share funds for improvements to the on- ramps and when in time a program is established for the improvements to be Exhibit B Page 35 of 38 75B-63 Page 35 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report implemented the project impacts would be less than significant. (d) The General Plan envisions a high intensity mixed-use development within MacArthur Place. The size and mass of structures proposed for the MacArthur Place South project would be consistent with the vision of the General Plan. (e) Approval of the MacArthur Place South project would bolster the economic and social health of the southernmost part of the City of Santa Ana by providing high quality residential and commercial land uses in the project area, thereby improving the City's economic health, and housing stock. (f) The MacArthur Place South project would allow the City to achieve the following project objectives, which would benefit the City of Santa Ana. The project would: · Provide a mixed-use project that provides residential uses, supporting commercial uses and on-site recreational facilities within the southeastern area of the City. · Provide for sale high-rise residential dwellings in a range of product types that appeal to a wide range of market segments. · Help meet the City's Land Use Element Policy of providing high-density residential development within the City's District Centers as part of master planned mixed-use development. · Help achieve the goals and objectives of the City's Redevelopment Agency for the South Main Street Redevelopment Project Area. · Provide new housing opportunities to improve the jobs-to-housing ratio in the City of Santa Ana. · Fulfill the General Plan objective of concentrating high intensity high rise projects such as this in an existing urban setting, as opposed to displacing lower density (and possibly low income) housing to accommodate this growth premise. (g) There are no alternative sites in the City that are suitable for the MacArthur Place South project and that would meet the objectives of the project. (h) Implementation of the Without Cinema Tower Environmentally Superior Alternative would result in 154 fewer residential units and would have a lesser impact on the project's objective of improving the City's job-housing ratio and providing a range of housing types for a wide range of the market segment. (i) Implementation of the Without Cinema Tower Environmentally Superior Alternative would result in a project that is far short of the General Plan objective of 90 dwelling Exhibit B Page 36 of 38 Page 36 75B-64 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report units per acre for MacArthur Place South. (j) Implementation of the Without Cinema Tower Environmentally Superior would result I a project that would not have the scale of the urban form envision MacArthur Place District Center. (k) The Without Cinema Tower Environmentally Superior Alternative would result in 154 fewer residential units and would make the project less economically viable. For the reasons stated above, and based on substantial evidence in the record before it, the City finds that the unavoidable adverse impacts of the MacArthur Place South project related to aesthetics, short-term, long-term and cumulative air quality and surface transportation are acceptable and, furthermore, finds that the benefits of the project outweigh its unavoidable adverse environmental impacts. 8.0 RECORD OF PROCEEDINGS Various documents and other materials constitute the record of proceedings on which the City of Santa Ana bases its Findings and decisions contained herein. Most documents related to this Final EIR are located at the City of Santa Ana, Planning and Building Department, 20 Civic Center Plaza, Santa Ana, California, 92702. Some documents included in the record of proceedings may also be located at the offices of consultants retained by the City for this project. 9.0 SUMMARY 1. Based on the foregoing Findings and the information contained in the record, the City of Santa Ana has made one or more of the following findings with respect to each significant adverse impact of the proposed project, as identified in the Final EIR: · Mitigation measures and/or project enhancement measures have been incorporated into the project which avoid or substantially lessen the significant environmental effect as identified in the EIR. · Such changes or alterations are within the responsibility and jurisdiction of another public agency and not the agency making the finding. Such changes have been adopted by such other agency or can and should be adopted by such other agency. · Specific economic, legal, social, technological or other considerations, make infeasible mitigation measures or project alternatives identified in the Final EIR to reduce unavoidable significant impacts to a level that would be less than significant. 2. Based on the Findings stated herein and information contained in the record, it is hereby determined that: a. All significant adverse impacts on the environment due to the approval of the project have been eliminated or substantially lessened where feasible. Exhibit B Page 37 of38 Page 37 75B-65 MacArthur Place South Findings and Facts in Support of Findings Environmental Impact Report b. Any remaining significant adverse impacts on the environment found unavoidable are acceptable due to the factors described in the Statement of Overriding Considerations in Section 7.0, above. 10. APPROVALS The City hereby takes the following actions: 1. The City has certified the Final EIR for the project, as described in Section 1.0, above. 2. The City hereby adopts, incorporates into the project and makes a condition of the project approval, all mitigation measures in the Final EIR, and as discussed in the Findings (Section 2.0, above) and Project Impacts and Disposition of Related Mitigation Measures in the Final EIR (Section 4.0, above). 3. The City hereby adopts the Mitigation Monitoring Program, accompanying the Final EIR and discussed in the Findings (Section 5.0, above). 4. The City hereby adopts the Findings in their entirety, as set forth above, including the Statement of Overriding Considerations. 5. Having certified the Final EIR, independently reviewed and analyzed the Final EIR, incorporated mitigations into the project as conditions of project approval, and adopted the Findings (including the Statement of Overriding Considerations set for herein), the City hereby approves the MacArthur Place South project, as described in the Final EIR, including the site approval and design. Exhibit B Page 38 of 38 Page 38 75B-66 Section-S.S Noise The EIR text on Page 254, Section 5.8, Noise at paragraph 2, line 5 will be revised to note that: All residential units in this zone are inconsistent are uflacceptable in this area unless it can be shown conclusi',ely that such units are sufficiently appropriately sound attenuated for present and projected noise exposures, which shall be the energy sum of all noise impacting the project, so as not to exceed an interior standard of 45 dB CNEL. Mitigation Measures N-2 and N-3 on page 271 contained typographical errors and are corrected herein. N-2 Prior to issuance of building permits, building plans shall specify the STC rating of windows and doors for all residentialland uses. Window and door rating shall be sufficient to reduce the interior noise level to a CNEL of 45 dB e-dB or less, and shall be determined by a qualified acoustical consultant as part of the final engineering design of the project. N-3 Prior to building occupancy mechanical ventilation shall be installed at the proposed condominiums and residential towers since the interior CNEL standard of 45 dB e-dB is to be met with all windows and doors closed. Mitigation Measure N-8 on page 272 has been revised and is incorporated by reference into the Final EIR. N-8 During construction activities, the project developer shall ensure that all pile-driving equipment shall be enclosed on all sides with an acoustical blanket barrier that provides a minimum sound transmission class (STC) rating of 30. The height ofthe blanket enclosure shall be at least 20- feet. With the exception of points of access to the enclosure area, there shall be no openings or gaps in the enclosure and all points of access are to remain closed during pile driving activities. No pile driving activity shall occur before 8:00 a.m. on Saturdays. Mitigation Measure N-12 on page 273 contained typographical errors and are corrected herein. N-12 Prior to issuance of occupancy permits, the project developer, at the project developer's sole expense, shall conduct a noise monitoring analysis to ensure that residential units achieve an interior noise level of 45 dB e-dB CNEL. The analysis shall be conducted by a qualified acoustical consultant and shall be submitted to the City's Building and Planning Agency for review. Section S.ll-Transportation and Traffic The text in Section 5.11.1 on page 293 of the DEIR contained a typographical error. The text is revised to read as follows: The proposed project consists of the demolition of an existing restaurant and theater, relinquishing the approved entitlement for a ~ 192-room hotel, and construction of three 25-story residential towers, three 5-/6-story residential buildings, a cinema loft building, and 23,871 square feet of commercial development. Exhibit C 75B-67 ORDINANCE NO. NS-2690 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING THE HUTTON CENTRE MIXED USE SPECIFIC DEVELOPMENT DISTRICT (SD-76) AND REZONING THE PROPERTY LOCATED AT 1-7 AND 9-11 EAST HUTTON CENTER DRIVE AND 101, 200, 201 AND 203 EAST SANDPOINTE AVENUE FROM GENERAL COMMERCIAL (C2) ZONING DISTRICT TO HUTTON CENTRE MIXED USE SPECIFIC DEVELOPMENT DISTRICT (SD-76) (AA NO. 2005-01) THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana does hereby find, determine and declare as follows: A. The Applicant is requesting approval of an amendment application, five conditional use permits, a development agreement, three tentative tract maps and four variances to allow the construction of three residential high rise buildings with 500 condominium units, a four to six-story condominium project with 276 units, a five story mixed-use building with 15 residential units and 10,000 square feet of office space and 14,000 square feet of retail and restaurant spaces at 1,9 and 10 East Hutton Centre Drive and 101 East Sandpointe Avenue. B. On May 23, 2005, the Planning Commission held a duly noticed public hearing and unanimously voted to recommend that the City Council: 1. Adopt a resolution certifying Final Environmental Impact Report No. 2004-02 and approve the mitigation monitoring program and statement of overriding considerations for the MacArthur Place South project. 2. Adopt an ordinance approving Amendment Application No. 2005-01. 3. Adopt an ordinance approving Development Agreement No. 2005-02. 4. Adopt a resolution approving Conditional Use Permit No. 2005-10 as conditioned for the Lake Towers residential project. 5. Adopt a resolution approving Conditional Use Permit No. 2005-11 as conditioned for the Cinema Tower and Loft residential projects. 6. Adopt a resolution approving Conditional Use Permit No. 2005-12 as conditioned for the Cinema Retail project. 75B-68 7. Adopt a resolution approving Conditional Use Permit No. 2005-13 as conditioned for the Cinema Restaurant project. 8. Adopt a resolution approving Conditional Use Permit No. 2005-15 as conditioned for the Integral residential project. 9. Adopt a resolution approving Vesting Tentative Tract Map No. 2005- 02 (County Map No. 16621) as conditioned for the Integral project. 10. Adopt a resolution approving Vesting Tentative Tract Map No. 2005- 03 (County Map No. 16622) as conditioned for the Cinema Tower and Loft projects. 11. Adopt a resolution approving Vesting Tentative Tract Map No. 2005- 04 (County Map No. 16626) as conditioned for the Lake Towers project. 12. Adopt a resolution approving Variance No. 2005-05 as conditioned to allow a reduction in setbacks for the Lake Towers project. 13. Adopt a resolution approving Variance No. 2005-07 as conditioned for a reduction in parking and tandem parking for the Lake Towers project. 14. Adopt a resolution approving Variance No. 2005-10 as conditioned for a reduction in parking for the Cinema residential, retail and restaurant uses and to allow tandem parking. 15. Adopt a resolution approving Variance No. 2005-12 as conditioned to allow tandem parking for the Integral condominium project. C. On June 20, 2005 the City Council of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral. D. Amendment Application No. 2005-01 has been filed with the City of Santa Ana to adopt the Hutton Centre Mixed Use Specific Development District (SD-76) and to rezone the properties located at 1-7 and 9-11 E. Hutton Centre Drive, 101, 200, 201 and 203 E. Sandpointe Avenue from General Commercial (C2) Zoning District to Hutton Centre Mixed Use Specific Development District (SD-76) (AA NO. 2005-01) 1. SD-76 would create two zones. a. Zone 1 would allow professional, business and administrative offices; museum, libraries and galleries; retail and service uses; restaurants, cafes and eating establishments other than those specified in section 41-365.5; coffee houses, tea houses and bakeries; theaters (with a Conditional Use Permit); Hotels (with a Conditional Use Permit); child care facilities 75B-69 (with a Conditional Use Permit); nightclubs, bars and indoor entertainment (with a Conditional Use Permit); establishments selling alcoholic beverages (with a Conditional Use Permit); banquet facilities (with a Conditional Use Permit); and health clubs (with a Conditional Use Permit). b. Zone 2 would allow professional, business and administrative offices; museum, libraries and galleries; nightclubs, bars and indoor entertainment (with a Conditional Use Permit); establishments selling alcoholic beverages (with a Conditional Use Permit); banquet facilities (with a Conditional Use Permit); multi-family residential uses (with a Conditional Use Permit); Live/work communities in compliance with the standards (with a Conditional Use Permit); outdoor farmers markets (with a Conditional Use Permit); full service cafes and restaurants (with a Conditional Use Permit); coffee houses, tea houses and bakeries (with a Conditional Use Permit); theaters (with a Conditional Use Permit); health clubs (with a Conditional Use Permit); and retail and service uses (with a Conditional Use Permit). 2. Amendment Application No. 2005-01 is consistent with the General Plan, including but not limited to its goals and policies to: a. Promote the balance of land uses to address basic community needs. Land Use Element Goal No. 1.0. b. Promote land uses which enhance the City's economic and fiscal viability. Land Use Element Goal No. 2.0. c. Support developments that create a business environment that is safe and attractive. Land Use Element Policy No. 2.8. d. Enhance development sites and districts which are unique community assets that enhance the quality of life. Land Use Element Goal No. 4.0. 3. The City Council has weighed and balanced the general plan's policies and has determined that based upon this balancing that the MacArthur Place South project is consistent with the purpose of the general plan. 4. The City Council also adopts as findings all facts presented in the Requests for Council Action dated June 20,2005 accompanying this matter. 5. For these reasons, and each of them, Amendment Application No. 2005-01 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. 75B-70 E. Final Environmental Impact Report No. 2004-02, the Mitigation Monitoring Program, and the Statement of Overriding Considerations which came before the City Council on June 20, 2005. At the June 20, 2005 meeting, the City Council also adopted an ordinance rezoning the property (AA No. 2005-01), a resolution approving Conditional Use Permits (Numbers 2005- 10,2005-11,2005-12,2005-13,2005-15), Vesting Tentative Tract Maps (Numbers 2005-02, 2005-03, 2005-04), and Variances (Numbers 2005-05, 2005-07, 2005-10, 2005-12). This resolution incorporates by reference, as though fully set forth herein, the ordinance and resolutions and said Final Environmental Impact Report, Mitigation Monitoring Program, and Statement of Overriding Considerations, and all of their respective facts, findings and conclusions in support of this ordinance and the findings made herein. Section 2. Section 41-610 of the Santa Ana Municipal Code is amended to read in full as follows (new language in bold deleted language in strikeout): Sec. 41-610. Wall and fence requirements in the residential zones (a) _All walls and fences located in the RE, R1, R2, R3, R4, and at any residential use in a specific development zoning district, excluding SD Ne-,-:19 and SD-76, shall not exceed the following: (1) Front yard fences four (4) feet in height on those streets defined and designated in the circulation element of the city's general plan as arterial streets and three (3) feet in height on all other streets, measured from the top of the curb or established grade upward. (2) All other walls and fences shall not exceed eight (8) feet in height, measured from the top of the curb or established grade upward. (3) In other districts, walls and fences shall not exceed ten (10) feet in height, and shall not exceed four (4) feet in height where the wall or fence extends into the required front yard or any required landscaped area. (b) In the RE, R1, R2, R3, R4, and at any residential use in a specific development zoning district, excluding SD Neo-:19 and SD-76, no front yard fence over eighteen (18) inches in height shall be constructed without the issuance of a permit therefore by the planning and building agency. The permit shall be issued if the fence conforms to the following provisions: (1) Front yard fences shall be composed of only the following materials: wood; wrought iron; tubular steel, stone; brick; stucco; or decorative block such as slump stone or split-faced block: (2) Spikes, stakes or other sharp metal objects shall not be permitted; (3) Arbors located in the required front yard or required landscaped area shall only be permitted over walkways, and shall not exceed ten (10) feet in height, six (6) feet in width and three (3) feet in depth. (c) Any wall or fence expressly permitted by this section or any other section of this chapter shall comply with the provisions set forth in chapter 36 of this Code. (d) In the RE, R1, R2, R3, R4, and at any residential use in a specific 75B-71 development zoning district, excluding SD No. _19, chain link fencing material is not permitted except in a rear yard or side yard which is not viewable from a public street. (e) In the RE, R1, R2, R3, R4, and at any residential use in a specific development zoning district, excluding SD~:19, barbed wire is not permitted as part of a wall or fence. Fence or wall shall mean a barrier which serves to enclose, divide, or protect an area, or is used to prevent intrusion from the outside of a parcel to the interior of such parcel, exclusive of any such barrier which forms part of a building or structure. Front yard fence shall mean a fence or wall (as defined in this section) within the required front yard or any required landscape area of a parcel, built from permitted materials and designed and constructed so as to permit visibility between or through fence elements over eighteen (18) inches in height. Those portions of the front yard fence eighteen (18) inches in height and lower may be constructed of opaque or solid materials. Elements over eighteen (18) inches in height shall be spaced no closer than four (4) inches apart, with each member no wider than four (4) inches across. Elements wider than four (4) inches across shall be considered pilasters. Pilasters may be no wider than sixteen (16) inches across, and may be no closer than eight (8) feet on center. except for pilasters supporting a four-foot wide maximum entry gate. Barbed wire includes both straight-line and looped ("concertina") varieties. Public street does not include alleys. Arbor means a decorative framework or structure formed of vines, branches, or lattice work. Section 3. The real properties located at 1-7 and 9-11 East Hutton Centre Drive, 101, 200, 201 and 203 East Sandpointe Avenue are hereby reclassified from General Commercial (C2) zoning district to Hutton Centre Mixed Use Specific Development District (SD-76). Amended Sectional District Map number 31-5-9 showing the above described change in use district designation, is hereby approved and attached hereto as Exhibit "A" and incorporated by this reference as though fully set forth herein. (M No. 2004-01). Section 4. Hutton Centre Mixed Use Specific Development District (SD-76) as set forth in Exhibit "B", attached hereto and incorporated as though fully set forth herein, is approved adopted in its entirety. Section 5. 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 anyone or more sections, (f) meanings: (1 ) (2) (3) (4) (5) As used in this section, the following terms shall have the following 75B-72 subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this _ day of ,2005. Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph W. Fletcher City Attorney By: Kylee O. Otto Assistant City Attorney AYES: Council members NOES: Council members ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, PATRICIA E. HEALY, Clerk of the Council, do hereby attest to and certify the attached Ordinance No. NS-2690 to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 75B-73 c z <( a: ~ MAC ARTHUR BLVD. 2~'-~ 130-'-9 I M1 i STEVENS AV City of Tustin Zoning Oist..ict ADOPTED BY RESOlUTION NO. 5186 BYTHE SANTA ANA PLANNING COMMISION PART OF ORDINANCE NO. NS-394 ADOPTED BY THE SANTA ANA CITY COUNCIL. AUGUST 17, 1959. SCALE IN FEET Al GENERAL AGRICULTURE CS ARTERIAL COMMERCIAL PRO PLANNED RESIDENTIAL DEVELOPMENT -B PARKING MODIFICATION CR COMMERCIAL RESIDENTIAL Rl SINGLE FAMILY RESIDENTIAL C-SM COMMERCIAL SOUTH MAIN GC GOVERNMENT CENTER R2 LIMITED MULTIPLE FAMILY RES. Cl COMMUNITY COMMERCIAL Ml LIGHT INDUSTRIAL R3 MEDIUM DENSITY MULTIPLE Cl-MD COMM. COMMERCIAUMUSEUM DISTRICT M2 HEAVY INDUSTRIAL FAMILY RESIDENTIAL C2 GENERAL COMMERCIAL MO MILITARY OPERATIONS R4 SUBURBAN APARTMENTS C3 CENTRAL BUSINESS 0 OPEN SPACE RE REAL ESTATE C3-A CENTRAL BUSINESS-ARTIST VILLAGE P PROFESSIONAL SD SPECIFIC DEVELOPMENT C4 PLANNED SHOPPING CENTER PCD PLANNED COMMUNITY DEVELOPMENT SP SPECIFIC PLAN o '000 50.. MINIMUM FRONTAGE -6000 MINIMUM LOT AREA Latest Revision 081e:___-12-1-98 THIS MAP IS THE OFFICIAl SECTIONAl.. DISTRICT MAP OF THE CITY OF SANTA ANA AS AUTHORIZED BY CITY COUNCIL RESOlUTION NO. 74-1&3, DATED 11-18-74, I HEREBY ATTEST THAT THIS MAP IS A TRUE COPY OF THE ORIGINAl SECTIONAl DISTRICT MAPNO'~k- ~cod ~~l'l-~ PLANNING & BUllDINGAGEtCy Certificate Date SEPTEMBER 10 1982 RES.' A.A. f ANX. NO 5e33 5731 6044 A.A. gg2 ORD.I RES. NO. N5-e80 N8-806 NS-1193 N8-1941 ADOPTED DATE APPPAOVEO 5-17-65 12.17.73 2-+88 ~ RES. / A.A. I AN)(, NO. ORD.I RES. NO. ADOPTED DATE APPPRQVED PREPARED BY THE PLANNING DIVISION CITY OF SANTA ANA CALIFORNIA E}HlBf74 Hutton Centre Mixed Use Specific Development District JSD-76l TABLE OF CONTENTS SECTION 1. Applicability of Ordinance SECTION 2. Purpose SECTION 3. Objectives and Policies SECTION 4. Permitted Improvements SECTION 5. Permitted Uses SECTION 6. Conditionally Permitted Uses SECTION 7. Development Standards 1. Maximum Density 2. Minimum Parcel Size' 3. Overall Project a. General Requirements b. Building Setbacks c. Building Height d. Screening 4. Parking a. General Requirements b. Residential Components c. Other Uses 5. Building Elevations SECTION 8. Miscellaneous Standards 1. Landscaping 2. Signage 3. Common Areas 4. Public Art Exhibit "B" Page 1 of8 75B-75 Hutton Centre Mixed Use Specific Development District (SD-76) SECTION 1 APPLICABILITY OF ORDINANCE The specific development zoning district, as authorized by Chapter 41, Division 26, of the Santa Ana Municipal Code, is specifically subject to the regulations contained in this ordinance for the express purpose of establishing use district regulations. All other applicable chapters, articles and sections of the Santa Ana Municipal Code shall apply unless expressly waived or superseded by this ordinance. Use district regulations established in Chapter 41, Article III, of the Santa Ana Municipal Code for zoning districts other than the SD zoning district may be incorporated herein by reference. The boundaries of the Hutton Centre Mixed Use Specific Development District shall be defined pursuant to Attachment 1 (attached hereto and incorporated as though fully set forth herein). Hutton Centre Mixed Use Specific Development District shall have two zones, Zone 1 and Zone 2, as depicted in Attachment 1. SECTION 2 PURPOSE The Specific Development No. 76 (SD-76) use district regulations are hereby established for the express purpose of protecting the health, safety and general welfare of the City by encouraging the use of innovative planning concepts and principles, promoting and enhancing the value of properties, and encouraging orderly development. This district is intended to provide standards for areas located in a District Center and adjacent to high capacity arterial streets. SECTION 3 OBJECTIVES AND POLICIES The Hutton Centre Mixed Use Specific Development District is located within the southeastern area of the City. The Hutton Centre Mixed Use Specific Development District encompasses a mixture of office, restaurant, retail and residential land uses. The following site development policies are designed to encourage greater convenience, efficiency, excellence of design and visual appeal than is typically achieved with usual residential and commercial development. The policies of the Hutton Centre Mixed Use Specific Development District include the following: Exhibit "B" Page 2 of8 75B-76 . Uses shall be integrated within the overall Hutton Centre campus in terms of architecture, pedestrian orientation and circulation, vehicular circulation, landscape and urban design. . Internal circulation shall separate customer traffic from loading, delivering, and pedestrian traffic. · Access to and from the adjacent arterial streets and highways shall be limited, in order to ensure efficient and safe vehicular circulation. · Adequate open spaces and landscaping shall be provided for all uses and shall be integrated with building and parking areas. · A well-planned system of pedestrian linkages, enhanced with water features, seating areas, and other pedestrian amenities, shall be developed for convenient access between all uses developed on the site. · Walkways, parking and open spaces shall be provided with adequate lighting for safe and convenient nighttime use. SECTION 4 PERMITTED USES IN ZONE 1 The permitted land uses within Zone 1 shall be as follows: 1. Professional, business and administrative offices. 2. Museums, libraries and galleries. 3. Retail and Service Uses. 4. Restaurants, cafes, and eating establishments, other than those specified in section 41-365.5. 5. Coffee houses, tea houses, and bakeries. SECTION 5 CONDITIONALLY PERMITTED USES IN ZONE 1 The following uses are permitted within Zone 1 upon the approval of a conditional use permit in accordance with the Santa Ana Municipal Code: 1. Theaters. 2. Hotels. 3. Child care facilities. 4. Nightclubs, bars and indoor entertainment uses whether freestanding or part of another permitted or conditionally permitted Exhibit "B" Page 3 of8 75B-77 use. Adult entertainment businesses shall not be permitted within Zone 1. 5. Establishments selling or serving alcoholic beverages. 6. Banquet facilities, subject to development standards set forth in section 41-199.1. 7. Uses open between the hours of 12:00 midnight and 5:00 a.m. 8. Health Clubs. SECTION 6 PERMITTED USES IN ZONE 2 The permitted land uses within Zone 2 shall be as follows: 1. Professional, business and administrative offices. 2. Museums, libraries and galleries. SECTION 7 CONDITIONALLY PERMITTED USES IN ZONE 2 The following uses are permitted within Zone 2 upon the approval of a conditional use permit in accordance with the Santa Ana Municipal Code: 1. Nightclubs, bars and indoor entertainment uses whether freestanding or part of another permitted or conditionally permitted use. Adult entertainment businesses shall not be permitted within Zone 2. 2. Establishments selling or serving alcoholic beverages. 3. Banquet facilities, subject to development standards set forth In section 41-199.1. 4. Uses open between the hours of 12:00 midnight and 5:00 a.m. 5. Multi-family residential uses. 6. Live/work communities in compliance with the following standards: a. Residential use is permitted only in combination with individual work space in a manner which provides an integrated working and living environment. b. A live/work unit shall be at least nine hundred (900) square feet in size. c. The residential component of a live/work unit shall meet the following standards: Exhibit "B" Page 4 of8 75B-78 i. It shall have access to separate bathroom facilities, including a water closet, a wash basin, and a bathtub or shower. ii. It shall have separate kitchen facilities including a kitchen sink, cooking appliances and refrigerator. All such facilities shall have a clear working space of at least thirty (30) inches in front. iii. It shall comply with all Housing Code requirements as modified by section 8-2700 of this Code. iv. In-unit laundry facilities shall be required. v. No residential component shall be permitted on the ground floor of the live/work unit. 7. Outdoor Farmers Markets. 8. Full service cafes and restaurants, which may include incidental take-out service. Full service cafes and restaurants shall be limited to those that provide sit down dining areas and exclusive table service for ordering and delivering meals and beverages. 9. Coffee houses, tea houses, and bakeries. 10. Health Clubs. 11. Retail and service uses. SECTION 8 DEVELOPMENT STANDARDS IN ZONE 2 The following general development standards are applicable to this project: 1. Maximum Development Intensity Consistent with the General Plan, the maximum residential density allowed for the site shall be 90 dwelling units per acre within SD-76. The maximum floor area ratio for other permitted uses shall be 1.0. 2. Minimum Parcel Size The minimum parcel size shall be 2.5 acres. 3. Overall Project The development plans and material samples shall be submitted to and approved by the Planning Commission pursuant to Section 41- 593.4 prior to issuance of any building permits. a. Building Setbacks Exhibit "B" Page 5 of8 75B-79 Setbacks are established to enhance pedestrian space throughout the district, create compatible relationships between existing and future building elevations, and recognize opportunities to create new open spaces such as plazas, pedestrian ways and landscaped areas. Major setback conditions are discussed below by street: i. Main Street: All projects shall maintain a building setback of 15 feet. Entry steps to residential units may encroach into this setback area in order to provide a transition between public and private spaces. ii. MacArthur Boulevard: All residential projects shall maintain a building setback of 15 feet. Entry steps to residential units may encroach into this setback area in order to provide a transition between public and private spaces. iii. Sandpointe Avenue: All projects shall maintain a building setback of 10 feet. Entry steps to residential units may encroach into this setback area in order to provide a transition between public and private spaces. iv. Hutton Centre Drive: All projects shall maintain a building setback of 10 feet. b. Building Height The building height of a project shall not be approved where the Federal Aviation Administration (FAA) has determined such height to be a hazard to air navigation. c. Screening All appurtenances shall be located outside any required setback and shall be screened from view. 4. Parkinq Exhibit "B" Page 6 of8 75B-80 a. General Requirements I. Parking shall not encroach into required setbacks at grade. Parking structures below residential buildings shall not encroach within required setbacks along Main Street or MacArthur Boulevard. ii. Parking structures that incorporate trash enclosures shall maintain sufficient vertical clearances to facilitate trash truck access. iii. Glare from the parking structure lighting shall not be visible from any public right-of-way. iv. The ceiling of all parking levels shall be painted white and be maintained to improve illumination and enhance safety within the parking structure. v. The parking structure shall comply with the Santa Ana Municipal Code sections pertaining to the Police Department's Security requirements, including parking lot lighting levels. v!. The parking structure shall comply with the Santa Ana Police Department's parking structure design guidelines. b. All uses shall comply with the parking provisions outlined in Chapter 41 of the Santa Ana Municipal Code (SAMC). 5. LandscapinQ Prior to issuance of any building permit, a detailed Landscape Plan shall be submitted to and be approved by the Planning Commission. 6. SiQnaqe a. All signage shall comply with the Santa Ana Municipal Code. b. Prior to issuance of any sign permits or certificates of occupancy for any building or portion thereof, a comprehensive sign program for the entire site, including directional signs and graphics for the parking structure, shall be submitted to and be approved by the Planning Commission. Exhibit "B" Page 7 of8 75B-81 7. Public Areas Prior to issuance of any building permits, a detailed plan of the public areas shall be submitted to and approved by the Planning Commission. a. Exterior kiosks, carts or other temporary outdoor uses are not allowed unless specifically submitted to and approved by the Planning Commission. b. The public areas shall incorporate seating, benches, street furniture and landscaping to provide visual interest and additional amenities within the public areas. All seating, benches, street furniture surfaces, pedestrian-level walls and similar amenities shall be made of a durable material such as concrete or painted iron and be designed to minimize effects from vandalism, skateboarding and weather and incorporate graffiti resistant coatings. c. Pedestrian amenities shall be provided such as lighting, planters, drinking fountains, unit pavers, and bicycle racks. d. Trash receptacles should be located in high-activity areas, such as plazas and other public open spaces. The style shall be compatible with other public areas' furnishings. e. The property shall be maintained free of graffiti. All graffiti shall be removed within 48-hours of occurrence. Exhibit "B" Page 8 of8 75B-82 __ __ ~_______~__._____~__.__~___~.____~___~_..___ _____~~,.u~________._______~ 0---- ~EB z'l" 08 r j::N <{", ""UJ oco "-:2 ,I: ""w 00- ufr; ~ o-Vl z- rl ~ a. :;:: "- 9 w > w 0 V> ::> ~ Z EXHIBIT B ATTACHMENT 1 75B-83 YZl:I"HSS"r:1 ........ o~:tS'6 ,,"00l/6/6 '6",p"O-I""~\"I'S\'I"~51"ld\.6ul"""I(]\' ORDINANCE NO. NS -2691 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND THE GRAND PLAN 2,LLC THE CITY COUNCIL OF THE CITY OF SANTA ANA ORDAINS AS FOLLOWS: SECTION 1: The City Council hereby finds, determines and declares as follows: A. The 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. B. The City enters into this Development Agreement pursuant to the provisions of the Government Code and applicable City policies. C. The Planning Commission has, following a duly noticed public hearing, on May 23, 2005, recommended approval of this Development Agreement. E. Entering into this Development Agreement would provide the City with extraordinary and significant benefits that are of regional significance, relate to existing deficiencies in public facilities, require the owner of the MacArthur Place South Project at Hutton Centre 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. F. The City Council has held a noticed public hearing on this Ordinance, and has considered all testimony presented thereto. G. The City Council has, on June 20, 2005, approved an Environmental Impact Report in conjunction with this Project and adopted a mitigation monitoring plan. SECTION 2: The Development Agreement, a true and correct copy of which is attached hereto as Exhibit 1, is hereby approved, and the City Manager and Clerk of the Council are authorized to execute it on behalf of the City. The Clerk of the City is hereby authorized and directed to cause this Development Agreement to be recorded with the County Recorder's Office. Ordinance No. NS-2691 Page 1 of 3 75B-84 SECTION 3: This ordinance shall not be effective unless and until Ordinance No. NS-2690 and Resolution No. 2005-064 become effective. If said ordinance and resolution 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 4: 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 anyone or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of ,2005 Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney By: Benjamin Kaufman Chief Assistant City Attorney Ordinance No. NS-2691 Page 2 of 3 75B-85 AYES: Council members NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, PATRICIA E. HEALY, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-2691 to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance No. NS-2691 Page 3 of 3 75B-86 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza M-30 P.O. Box 1988 Santa Ana, California 92702 FREE RECORDING GOVERNMENT CODE S 6103 DEVELOPMENT AGREEMENT by and between THE CITY OF SANTA ANA, And THE GRAND PLAN 2, LLC Dated: June 15,2005 EXHIBIT 1 DOCSOC/ll10339veY24579-0001 75B-87 DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA, AND THE GRAND PLAN 2, LLC This DEVELOPMENT AGREEMENT ("Agreement") is entered into between THE CITY OF SANTA ANA, a charter city and municipal corporation duly authorized under the Constitution and laws of the State of California (referred to herein as "City") and THE GRAND PLAN 2, LLC a California limited liability company (referred to herein as "Owner"). 1. RECITALS. The Agreement is entered into with reference to the following facts: 1.1 Purpose. (1) The purpose of this Agreement is to facilitate the development of approximately 9.79 acres of real property, located at the southeast corner of MacArthur Boulevard and Main Street (the "Property") as a mixed use project with for-sale residential condominiums and office/commercial/retail uses more particularly described in the definition of "Project" in Section 2.43. (2) The Property is described in Exhibit A and consists of an approximately 8.72 acre parcel currently owned by Owner (the "Owner Parcel") and an approximately .78 acre parcel which is the subject of a contract to purchase by Owner (the "Fried Parcel"). 1.2 Code Authorization. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted the Development Agreement Act which authorizes any city to enter into binding development agreements establishing certain development rights in real property with persons having legal or equitable interests in such property. To ensure that the City remains responsive and accountable to its residents while pursuing the benefits of development agreements contemplated by the Legislature, the City: (i) accepts restraints on its police powers contained in this Agreement consistent with existing law, only to the extent and for the duration required to achieve the mutual objectives of the Parties; and (ii) to offset such restraints, seeks extraordinary and significant public infra structure facilities and other supplemental benefits, as set forth in Section 5.1, in addition to those available through the existing regulatory process. 1.3 Owner. Owner represents and warrants that it owns the Owner Parcel and is under contract to purchase the Fried Parcel. The Property is currently a mix of vacant and occupied uses. 1.4 Planning Commission - Council Hearings. On May 23,2005, the Planning Commission of the City ("Planning Commission"), after giving notice pursuant to Government Code Sections 65090 and 65091, held a public hearing to consider the Owner's application for this Agreement. The Planning Commission recommended to the City Council of City that it execute this Agreement. On June 20, 2005, the City Council of the City of Santa Ana ("Council"), after providing notice as required by law, held a public hearing to consider the Owner's application for this Agreement. DOCSOCIIII0339v7/24579-0001 75B-88 1.5 Council Findings. The Council finds that this Agreement is consistent with the General Plan, applicable Specific Plan(s) as well as all other applicable ordinances, plans, policies and regulations of the City. 1.6 City Ordinance. On July 5, 2005, the Council adopted Ordinance No. NS- approving this Agreement. The ordinance becomes effective thirty (30) days thereafter (the "Effective Date"). 2. DEFINITIONS. In the Agreement, unless the context otherwise requires: 2.1 "Affiliate" means any entity of which not less than fifty percent (50%) is owned by (i) Owner and/or its managing member and/or Nexus, in the case of Owner or (ii) Integral or the principal shareholders of Integral, in the case of Integral. 2.2 "Agreement" means this Development Agreement, including all exhibits attached hereto and all amendments and modifications thereto. 2.3 of this Agreement. "Annual Review" means the annual review process as described in Section 6 2.4 "Applicable Rules" means all rules, regulations, ordinances and official plans and policies of the City in force as of the Effective Date as included within the SAMC, this Agreement and the Entitlements. 2.5 "Applicable Processing Fees and Charges" means all processing fees and charges required by the City uniformly in connection with all new construction, including, but not limited to, fees for land use applications, project permits, building applications, building permits, grading permits, encroachment permits, tract or parcel maps, lot line adjustments, air right lots, street vacations, certificates of occupancy and other similar permits. Applicable Processing Fees and Charges shall not include Development Impact Fees or any exaction, impact fee, sharing fee or other fee or charge that is in the nature of a Development Impact Fee. 2.6 "Avigation Easement" means the Avigation Easement attached hereto as Exhibit E and incorporated herein by reference. 2.7 "Breach" is defined in Section 7.2. 2.8 "Cinema Tower" is defined Section 2.43. 2.9 "City Agency" means each and every agency, department, board, commission, authority, employee, and/or official acting under the authority of the City, including without limitation the City Council and the Planning Commission. 2.10 "City Attorney" means the City Attorney of the City. 2.11 "City Council" means the City Council of the City which is the legislative body of the City pursuant to Section 65867 of the California Government Code. 2.12 "City Manager" means the chief administrative officer of the City. DOCSOC/1 II0339v7/24579-0001 2 75B-89 2.13 "Condo-Office Project" is defined in Section 2.44. 2.14 "Commencement of Construction" means the point in time when concrete is being poured for foundations for a particular Element pursuant to a validly issued permit. 2.15 "Cooperative Agreement" means the Cooperative Agreement for Offsite Improvements attached hereto as Exhibit C and incorporated herein by reference, which Cooperative Agreement and the obligations hereunder with respect thereto, shall survive termination of this Agreement. 2.16 "Default" is defined in Section 7.2. 2.17 "Development Agreement Act" means Article 2.5 of Chapter 4 of Division I of Title 7 (Sections 65864 through 65869.5) of the California Government Code. 2.18 "Development Impact Fees" means impact fees, linkage fees, exactions, or fair share charges or other similar impact fees or charges (whether collected as a condition to issuance of demolition, grading and/or building permits, or otherwise) imposed by the City on and in connection with new development pursuant to the Applicable Rules. If at any time following the Effective Date it becomes legal for any of the foregoing fees or charges to be collected with property taxes, then any such amounts collectible in such manner shall constitute Development Impact Fees hereunder. Development Impact Fees do not include (a) Applicable Processing Fees and Charges, (b) impact fees, linkage fees, exactions, assessments or fair share charges or other similar fees or charges imposed by other governmental entities and which the City is required to collect or assess pursuant to applicable law (e.g., school district impact fees pursuant to Government Code Section 65995), or (c) increases in Development Impact Fees under the Applicable Rules, occurring after the Effective Date but only if and to the extent any such increase does not exceed the amount of such Development Impact Fee as of the Effective Date increased at a rate not to exceed the rate of increase established by the "Construction Costs Index- Los Angeles" published by Engineering News-Record or substitute index mutually agreed upon by the parties should that index be discontinued, from the Effective Date to the date such Development Impact Fee is paid. 2.19 "Effective Date" means August 4, 2005, the date upon which the ordinance approving this Agreement becomes effective. 2.20 "Element" is defined in 2.43. 2.21 "Entitlements" mean the City approvals for the Project granted pursuant to the Applicable Rules as set forth in detail in the Final Environmental Impact Report for Environmental Review No. 2004-02; Tentative Tract Map Nos. 2005-02, 2005-03, 2005-04 (County Map Nos. 16621, 16622 and 16626); Variance Nos. 2005-05, 2005-07, 2005-10, and 2005-12; Zoning Ordinance Amendment No. 2005-0 1 (creating Specific Development No. 76 aka SD-76); Conditional Use Permit Nos. 2005-10, 2005-11, 2005-12, 2005-13 and 2005-15; and the "MacArthur Place Master Plan" dated Aprill1, 2005, as each are conditioned in City Council Resolution Numbers _' The parties understand and acknowledge that the implementation of the Entitlements will require Subsequent Development Approvals, the approval, conditional approval or rejection of which shall be in accordance with the Applicable Rules. The word "Entitlements" shall include an interior design standard for all Residential Units of 42 dBA CNEL for purposes of attenuating noise, to be met with all of the unit's windows and doors closed. For each Element that DOCSOC/I I 10339v7/24579-0001 3 75B-90 incorporates Residential Units, a qualified acoustical consultant shall conduct an analysis demonstrating compliance with said interior noise design standard to be submitted to the City's Building and Planning Safety Agency for review and approval prior to the issuance of Utility Release(s). 2.22 "Final Design Documents" means the final design documents for the Public Art consistent with the Public Art Plans. 2.23 "Fried Portion" is defined in Section 2.43. 2.24 "Integral" means Integral Communities I, a Delaware Corporation. 2.25 "General Plan" means the General Plan of the City. 2.26 "Inclusionary Housing Fee" is defined in Section 5.1.8. 2.27 "In-Lieu Park Fee" is defined in Section 5.1.9. 2.28 "Litigation" shall mean any lawsuit or cross-action, including the legal action and/or alternative dispute resolutions described in Section 7, challenging the validity of this transaction or any Element thereof or the rights of either party hereunder and/or the rights of either party to engage in the acts and transactions contemplated by this Agreement. 2.29 "Mezzanine Lender" means a lender who provides funds for the construction of the Project, or parts thereof, and takes a security interest in an asset other than the Property or Project such as the ownership interest ofthe Owner in the Property or Project. 2.30 "Mortgage" means any mortgage, deed of trust, pledge, encumbrance, sale leaseback, or other security interest with respect to the Property and/or Project and/or the interests of the Owner in the Property and or Project and/or this Agreement, granted to a lender not affiliated with Owner, made in good faith and for fair value, encumbering all or any part of the Property and/or Project or Owner's interest in the Property and/or Project and/or this Agreement, given by Owner for the purpose of obtaining construction financing of the Project, or any portion thereof. 2.31 "Mortgage Parcel" is defined in Section 8.1. 2.32 "Mortgagee(s)" means (i) any institutional lender that is a mortgagee or beneficiary under a deed of trust, (ii) a Mezzanine lender and/or (iii) any person or entity acquiring fee title under a first or second mortgage who has delivered a Mortgagee Notice to the City or any transferee of the above. 2.33 "Mortgagee Notice" is defined in Section 8.2. 2.34 "Nexus" means Nexus Development Corporation/Central Division, Inc., a California Corporation. 2.35 "Notice" and "Notice Period" are defined in Section 7.2. 2.36 "Owner" means the Grand Plan 2, LLC a California limited liability company and/or any assignee or transferee of the Property or any part thereof permitted hereunder. DOCSOC/II 10339v7/24579-0001 4 75B-91 2.37 "Owners' Association(s)" means the association of owners of the Residential Units ("Homeowners' Association(s)) and/or associations formed by the owners of the retail portions and/or office portions of the Project formed for the purpose of governing and controlling the common areas associated with each Element and the Project, as a whole. 2.38 "Parties" means collectively Owner and the City. 2.39 "Party" means anyone of Owner or the City. 2.40 "Plaintiff' means any party seeking relief or compensation through Litigation whether as plaintiff, petitioner, cross-complainant or otherwise. 2.41 "Planning Commission" means the Planning Commission of the City and the planning agency of the City pursuant to Section 65867 of the California Government Code. 2.42 "Periodic Review" is defined in Section 6.1. 2.43 "Project" is the development of the Property pursuant to the Entitlements, with the following: (1) Three (3) twenty-five (25) Story Towers consisting of two (2) towers with three hundred fifty (350) for sale residential condominium units (each a "Lake Tower" or together the "Lake Towers") and One (1) tower with one hundred fifty (150) for-sale residential condominium units (the "Cinema Tower"); (2) A six (6) story tower consisting of fifteen (15) for-sale residential condominium units on four (4) floors and approximately ten thousand (10,000) square feet of office on two (2) floors (the "Condo/Office Project"); (3) A five (5) or six (6) story building containing two hundred seventy- six (276) for-sale residential condominium units (the "Integral Project"); and (4) Approximately thirteen thousand eight hundred seventy-one (13,871) square feet of commercial space consisting of approximately eight thousand five hundred eighty (8,580) square feet of restaurant ("Restaurant Portion") and approximately five thousand two hundred ninety (5,290) square feet of retail (the "Fried Portion"). The Restaurant Portion and Fried Portion are collectively referred to herein as the "Retail Project". Each of the Lake Towers, the Cinema Tower, the Condo/Office Project, Integral Project and the Retail Project are each an "Element." 2.44 "Property" is legally described in Exhibit A. 2.45 "Public Art" is defined in Section 5.1. 7. 2.46 "Public Art Plan" is set forth in Exhibit B attached hereto and incorporated herein by reference. 2.47 "Public Improvements" are described in Exhibit D attached hereto and incorporated herein by reference. DOCSOC/l110339v7/24579-0001 5 75B-92 2.48 "Reserved Powers" means the rights and authority excepted from this Agreement's restrictions on the City's police powers and which are instead reserved to the City. The Reserved Powers include the power to enact and implement rules, regulations, ordinances and policies after the Effective Date that are not in conflict with the Applicable Rules or that may be in conflict with the Applicable Rules, but: (a) prevent or remedy conditions which the City has found to be injurious or detrimental to the public health and/or safety; (b) are Uniform Codes; (c) are required to comply with mandates under state and federal laws, rules and regulations (whether enacted previous or subsequent to the Effective Date) or to comply with a court order or judgment of a state or federal court; (d) relate to Applicable Processing Fees or Charges imposed and/or increased after the Effective Date; (e) or relate to increases in Development Impact Fees occurring after the Effective Date but only if and to the extent described in Section 2.17( c), or (f) are consented to by Owner. 2.49 "Residential Unit(s)" means each of the for-sale residential units within the Project. 2.50 "Retail Project" is defined in Section 2.43. 2.51 "Restaurant Portion" is defined in Section 2.43. 2.52 "Subsequent Development Approvals" means those certain actions taken by any City Agency after the Effective Date, in connection with the implementation of the Entitlements or any approved modification of the Entitlements, or any requested minor modifications of the Entitlements. 2.53 "SAMC" means the Santa Ana Municipal Code. 2.54 "Term" means the applicable period oftime during which this Agreement shall be in effect and shall bind the City and Owner, as described in Section 4.1. 2.55 "Uniform Codes" means those building, electrical, mechanical, fire and other similar regulations of a City-wide scope which are based on recommendations of a multi-state professional organization and become applicable throughout the City, such as, but not limited to, the California Building Code, the California Electrical Code, the California Mechanical Code, or the California Fire Code (including those amendments to the promulgated Uniform Codes which reflect local modification to implement the published recommendations of the multi-state organization and which are applicable City-wide) 2.56 "Utility Release(s)" means the formal approval of the City Building Department, following its inspection, that Residential Unit(s) may be released for initial connection to the electrical power system, water service system, gas service system, and sanitary sewer system. Utility Release(s) do not include temporary utility service provided to any structure during construction. . 3. EXHIBITS. The following documents referred to in the Agreement are attached to this Agreement and are identified as follows: DOCSOC/llI0339v7/24579-0001 6 75B-93 A Description Property Legal Description Referred to in Section( s) Exhibit Designation B C Public Art Plan Cooperative Agreement for Off-Site Improvements Public Improvements A vigation Easement Lake Improvements 1.1.1 (2), 2.44 2.46,5.1.7 2.15,5.1.1 D E F 2.47,5.1.2 2.6, 5.1.5 5.1.12 4. GENERAL PROVISIONS. 4.1 Duration of Agreement. The term of this Agreement shall be for ten (10) years; provided, however that the Owner may request one two-year extension from the Executive Director of the Planning and Building Safety Agency, which request shall not be unreasonably denied and provided further that this Agreement shall automatically terminate upon the latter to occur of (i) completion of construction of the entire Project or (ii) the granting of Certificates of Occupancy (or similar permission to occupy) for the final Element of the Project and sale of all Residential units. 4.2 Assignment. Except as provided in Section 4.3 and prior to completion of the Project or any Element thereof, Owner (andlor Integral with respect to the Integral Project, if owner assigns the Integral Project to Integral) shall not have the right to transfer or assign this Agreement with respect to all or any portion of the Property to any person, entity (public or private), partnership, joint venture, firm or corporation unless the written consent of the City is first obtained, acting in its reasonable discretion. In exercising its reasonable discretion, the City shall limit its review to the development experience and financial capability of the proposed assignee or transferee and shall approve any such assignment or transfer if the proposed assignee or transferee has financial capability and development experience with respect to the Project equal to or greater than the managing member of Owner (or Integral in the case of the Integral Project after assignment of the Integral Project). Any transfer or assignment of rights under (i) Section 4.3, or (ii) requiring City Council consent under this Section 4.2 shall include an assignment and assumption agreement confirming that the duties obligations and liabilities arising from this Agreement with respect to all or any portion of the Property shall be assumed by the transferee. To the extent permitted by law, the rights of the Owner hereunder shall not be subject to assignment by attachment, execution, or proceedings under any provisions ofthe Bankruptcy Act, and such assignment or transfer shall be, to the extent permitted by law wholly void and of no force and effect unless such assignment or transfer has been consented to by the City Council. During the term of this Agreement, any approved assignee or transferee of the rights under this Agreement shall observe and perform all of the duties and obligations of Owner contained in this Agreement as such duties and obligations pertain to the portion of the Property transferred or assigned. Any and all approved successors and assignees of Owner shall have all of the same rights, benefits, duties, obligations, and liabilities of Owner under this Agreement. If the Property is subdivided, any subdivided parcel may be sold, mortgaged, hypothecated, assigned, or transferred to persons for development by them in accordance with the provisions of this Agreement. Following a permitted assignment herewith the assignor shall have no further rights or obligations with respect to the Project or Element assigned, as the case may be. DOCSOC/I I I0339v7/24579-0001 7 75B-94 4.3 Permitted Assignments. The prohibition against transfer of this Agreement with respect to all or any portion of the Property as described in Section 4.2 above shall not apply to, and the City hereby consents to, any transfer of this Agreement with respect to all or any portion of the Property to: a. Any business entities such as limited partnerships, limited liability companies, joint ventures or other similar entities formed for the purpose of performing Owner's obligations under this Agreement, provided Owner, Nexus and/or Curtis R. Olson retains operational and managerial control of any such entity. b. Nexus and/or Curtis R Olson or any Affiliate. c. One or more Mortgagees. d. Integral or any Affiliate thereof with respect to the Integral Project or any single purpose entity created by Integral, or any Affiliate thereof, formed for the purpose of constructing the Integral Project. e. DF#1 LLC, David R. Fried, and/or A&D Properties, and/or any company or corporation more than fifty percent (50%) owned by DF#1 LLC, David R. Fried and/or A&D Properties. f Buyer's of Residential Units. g. Owners' Association(s) with respect to common areas. h. Tenants, ground lessees and/or purchasers of the retail and/or office spaces. 4.4 Amendment or Cancellation of Agreement. This Agreement may be amended from time to time or cancelled by the mutual consent of the parties, but only in the same manner as its adoption by an ordinance as set forth in Government Code Section 65868. The term "Agreement" or "Development Agreement" as used herein shall include any amendment properly approved and executed. 4.5 Hold Harmless. Owner agrees to and shall hold City, its officers, agents, employees, consultants, special counsel, and representatives harmless from liability for damages, restitution, judicial or (to the extent legally possible) equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from construction activities with respect to the Project by the Owner or their contractors, subcontractors, agents, employees, or other persons acting on their behalf; the Owner further agrees to provide a defense on behalf of the City, including fees and costs for special counsel to be selected by the City and approved by the Owner, regarding any Litigation. Notwithstanding the above, in the event of any Litigation the parties hereby agree to affirmatively cooperate in defending said action. 4.6 Binding Effect of Agreement. The burdens of the Agreement bind, and the benefits of the Agreement inure, to the parties' successors in interest. DOCSOCIIII0339v7/24579-0001 8 75B-95 4.7 Relationship of the Parties. The contractual relationship between City and Owner arising out of the Agreement is one of independent contractor and not agency. This Agreement does not create any third party beneficiary rights. 4.8 Notices. Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: Ifto City, to: City Manager City of Santa Ana 20 Civic Center Plaza M-31 P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6954 and City Attorney City of Santa Ana 20 Civic Center Plaza M-29 P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 If to Owner, to: Cory W. Alder President, Nexus Companies 1 MacArthur Plaza, Suite 300 Santa Ana, California 92707 telefacsimile (714) 546-5660 and Matt Kaufman Senior Vice President, Development and Operations Nexus Companies 1 MacArthur Plaza, Suite 300 Santa Ana, California 92707 telefacsimile (714) 546-5660 DOCSOC/1 I 10339v7/24579-0001 9 75B-96 and Thomas P. Clark, Jr., Esq. Stradling Y occa Carlson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 telefacsimile (949) 725-4100 and R. Michael Joyce, Esq. Allen Matins Leck Gamble & Mallory LLP 1900 Main Street, 5th Floor Irvine, California 92614-7321 telefacsimile (949) 553-8354 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County, or city holidays shall be excluded. 5. DEVELOPMENT OF THE PROPERTY. 5.1 Owner Obligations. In consideration for the City entering into this Agreement and performing its obligations hereunder and in order to effectuate the premises, purposes and intentions set forth in this Agreement and the Development Agreement Act, Owner hereby agrees to the following obligations. 5.1.1 Cooperative Agreement. The Owner and the City, together with other parties, have concurrently executed the Cooperative Agreement. Owner agrees to comply in all respects with its obligations under said Cooperative Agreement. 5.1.2 Public Improvements. Owner shall construct the Public Improvements. 5.1.3 Phasing. The Owner acknowledges and agrees that the Commencement of Construction of the Integral Project cannot commence until the Commencement of Construction has occurred on either ofthe Lake Towers or the Cinema Tower. 5.1.4 FAA Approval. Owner shall obtain and maintain, during the term of this Agreement, any and all necessary approvals from the FAA for the Project. Should such approvals lapse, and not be reinstated or reapproved prior to the issuance of a building permit for either of the Lake Towers and/or Cinema Tower, the City shall have the right to delay the issuance of DOCSOC/I lI0339v7/24579-0001 10 75B-97 building permits for either of the Lake Towers and/or Cinema Tower until such approvals are reinstated or reapproved. 5.1.5 Avigation Easement. The Owner shall, prior to issuance of the first building permit for the Project, execute the Avigation Easement in favor of the City. Owner and City may make non-substantive alterations in the A vigation Easement prior to its execution, to the extent such changes are approved by Owner and City (as to content by the City Manager, and as to form by the City Attorney). 5.1.6 Limit on Fast Food and Take Out Restaurants. At no time during the Term shall the Project include retail space which is devoted to "fast food" and "take out" restaurants. For purposes of this Agreement, a restaurant shall not be deemed to be a "fast food" or "take out" restaurant if it provides sit-down dining areas and primary table service for ordering and delivering meals and beverages, and take out service ancillary to such services. 5.1.7 Development, Construction and Completion of Public Art. As provided in Exhibit B, Owner shall include within the Project, at a prime location visible to the public, a single or grouped permanent work of public art at a cost not to exceed Five Hundred Thousand Dollars ($500,000) consistent with the Public Art Plan (the "Public Art") Owner shall submit the Final Design within three hundred and sixty five (365) days from the issuance of the first building permit for the Project and shall install the Public Art not later than issuance by the City of the first certificate of occupancy for any Element. Owner may assign ownership, maintenance and/or repair responsibilities to one or more Owners' Association(s). 5.1.8 Inclusionary Housing Fee. Owner shall pay to the City the sum of Three Thousand Dollars ($3,000) for each Residential Unit contained in each Element ("Inclusionary Housing Fee"). The Inclusionary Housing Fee shall be paid with respect to each Element containing Residential Units at such time as 75% of the Residential Units within such Element have received Utility Releases. The Inclusionary Housing Fee shall be used by the City for planning (including but not limited to preparation of one or more elements of its general plan or for zoning amendments), conceptual design, final design, bid preparation, award of bid, property appraisal, property acquisition, relocation, lost goodwill, and/or construction of new or substantially rehabilitated existing affordable housing in the City. 5.1.9 In-Lieu Park Development Fee. The Owner shall pay an in-lieu park development fee in the amount of Two Million Six Hundred Thousand Dollars ($2,600,000) with respect to the Residential Units within the Project ("In-Lieu Park Development Fee") payable for each Element in which Residential Units are located at such time as 75% ofthe Residential Units within such Element have received Utility Releases, based on a fraction the numerator of which is the total number of Residential Units in an Element and the denominator of which is the total number of Residential Units in the Project. The City shall use not more than twenty five percent (25%) of the In-lieu Park Development Fee for the acquisition of the land for parks and the construction of capital improvements and deferred maintenance at existing parks at any location within the City and not less than seventy five percent (75%) ofthe In Lieu Park Development Fee shall be utilized by the City in the Quadrant of the City (as set forth in the City's Park A & D Fee Program) in which the Project is located. If a special tax district, benefit assessment district or other obligation is created for park DOCSOC/1 I I0339v7/24579-0001 11 75B-98 purposes, inclusionary housing purposes and/or to fulfill any obligation under the Cooperative Agreement such district or other obligation shall not include the Property. 5.1.10 Covenants, Conditions, and Restrictions. Covenants, Conditions, and Restrictions (CC&R's) must be provided and approved by the Planning and Building Agency's Executive Director for the Project prior to the issuance of the first building permit. Such CC&R's must contain at a minimum, the following: (1) To the extent permitted by law, no more than four residents shall occupy a Residential Unit with less than three (3) bedrooms and no more than five (5) residents shall occupy a Residential Unit with three (3) bedrooms. (2) No home occupancy shall be permitted in a unit, except in accordance with Section 41-192 et seq. of the Santa Ana Municipal Code. (3) Assignment of repair of perimeter walls and common areas, including landscaping, will be specified in the CC&R's in the event of damage. (4) Patios and balconies shall not be utilized for the storage of household items, except (A) furniture designed for outdoor use, (B) barbecues, and (C) plants including plant racks and stands. (5) Disclosure and release: CC&R's shall provide notice to prospective owners ofthe urban character ofthe City and this area, including but not limited to the permitted uses ofthe property and buildings in the immediate area of the development (e.g., MacArthur Place, Griffin Towers, John Wayne (SNA) Airport, and surrounding property zoned and/or devoted to high density residential and commercial use), and shall provide a release of claims against the City by the buyer of each Residential Unit which may arise from or relate to the disclosed matters. (6) Terms and Content: i. CC&R's are to be in effect for an initial period of ninety-nine years and then automatically expanded for successive one hundred year periods unless terminated by the joint consent of the City and not less than seventy five percent of those entitled to vote. ii. Any proposed material modifications to the CC&R's which effect the City's interests will require approval by the Executive Director of Planning and Building Safety Agency. 5.1.11 Parking Structure Easement. Owner shall assign any and all rights it has to use the "Teacher's" parking structure located on Assessor's Parcel Number 411-081-22, together with any transfer or assignment of the Restaurant Portion. 5.1.12 Lake Improvements. Owner shall use commercially reasonable efforts to obtain approval of the Hutton Centre Owners' Association to install the lake improvements specified in Exhibit F to this Agreement. DOCSOC/l110339v7/24579-0001 12 75B-99 5.1.13 Use of "City of Santa Ana." All advertising, stationary and other identification of the Project controlled by Owner shall identify it as being located in the "City of Santa Ana" or "Santa Ana." The postal address of the project shall at all times be denominated as "Santa Ana, California." 5.1.14 Compliance With Governmental Requirements. Owner shall carry out the design and construction of the Project in substantial conformity with the Applicable Rules and all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and decrees ofthe United States, the State of California, the County of Orange, or any other political subdivision in which the Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City, the Owner or the Property, including all applicable federal, state, and local occupation, safety and health laws, rules, regulations and standards, applicable state and labor standards, and all applicable disabled and handicapped access requirements, including, without the limitation, the Americans With Disability Act, 42 U.S.C. 9 12101 et seq., Government Code 9 4450 et seq., and the Unruh Civil Rights Act, Civil Code 9 51 et seq. ("Governmental Requirements"). 5.1.15 Obligation to Submit Working Drawings and Commence Construction. Owner shall submit building permit applications for the first Element ofthe Project to the City's Building Department on or before the third (3rd) anniversary date of the Effective Date and Commencement of Construction of the first phase Element shall occur on or before the sixth (6th) anniversary date of the Effective Date. 5.2 City Obligations. In consideration for Owner entering into this Agreement and performing its obligations hereunder and in order to effectuate the purposes and intentions set forth in this Agreement and the Development Agreement Act, the City hereby agrees during the Term as follows: 5.2.1 Vested Rights to Develop. Owner is hereby granted the vested right to develop the Project subject to the terms and conditions of the Applicable Rules and the Reserved Powers. 5.2.2 Non-application of Changes in Applicable Rules. Any change in, or addition to, the Applicable Rules, including, without limitation, any change in the General Plan, zoning ordinance, subdivision ordinance, or building regulation adopted or becoming effective after the Effective Date, including, without limitation, any such change by means of ordinance, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever, however denominated, and adopted by the City Council, Planning Commission or any City Agency, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Project and which would conflict with the Applicable Rules, shall not be applied to the Project unless such changes represent an exercise of the City's Reserved Powers or are otherwise expressly allowed by this Agreement. In the event that state or federal laws or regulations enacted after this Agreement has been entered into, prevent or preclude compliance with one or more 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. 5.2.3 Special Taxes and Assessments. Owner shall have the right, to the extent permitted by law to protest, oppose and vote against any and all special taxes, assessments, DOCSOCIl1 10339v7/24579-0001 13 75B-100 levies, charges and/or fees imposed with respect to any assessment districts, Mello-Roos or community facilities districts, maintenance districts or other similar districts. 5.2.4 Agreed Changes and Other Reserved Powers. This Agreement shall not preclude application to the Project of rules, regulations, ordinances and officially adopted plans and policies in conflict with the Applicable Rules where such additional rules, regulations, ordinances and officially adopted plans and policies (a) are mutually agreed to in writing by Owner and the City in accordance with the requirements of Section 6.7 of this Agreement or (b) result from the Reserved Powers. 5.2.5 Subsequent Development Approvals. The City shall require Owner to obtain only those Subsequent Development Approvals that are required by the Applicable Rules or the Reserved Powers. City hereby agrees that it shall condition any Subsequent Development Approvals based only on the Applicable Rules and/or Reserved Powers. 5.2.6 Moratoria. In the event an ordinance, resolution or other measure is enacted, whether by action of the City, by initiative, or otherwise, which relates to the rate, amount, timing, sequencing, or phasing of the development or construction of the Project on all or any part of the Property, City agrees that, unless required by applicable state law, such ordinance, resolution or other measure shall not apply to the Project, Property or this Agreement, unless such changes are adopted pursuant to the City's exercise of its Reserved Powers or other applicable provision, of this Agreement. 5.2.7 Timing of Development. The parties acknowledge that Owner cannot at this time predict when or if the Property will be developed. Such decisions depend upon numerous factors which are not within the control of Owner such as market orientation and demand, interest rates, absorption, completion and other similar factors. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal. 3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties' agreement, it is the parties' intent to cure that deficiency by acknowledging and providing that except as provided in Section 5.1.3, and subject to Section 5.1.15, Owner shall have the right to develop the Property at such rate and at such time as Owner deems appropriate within the exercise of its subjective business judgment. 5.2.8 Development Impact Fees. Except as to increases permitted under Section 2.17(c), Development Impact Fees imposed by the City with respect to the Project shall be only those Development Impact Fees in force and effect as of the Effective Date. 5.3 Cooperative Agreement. The City shall comply in all respects with its obligations under the Cooperative Agreement. 6. ANNUAL REVIEW. 6.1 City and Owner Responsibilities. City shall, at least every twelve (12) months during the term of this Agreement, review the extent of good faith substantial compliance by Owner with the terms of this Agreement ("Periodic Review"). Pursuant to Government Code Section 65865.1, as amended, Owner shall have the duty to demonstrate by substantial evidence its good faith compliance with the terms of the Agreement at the Periodic Review. DOCSOC/I I I0339v7/24579-0001 14 75B-101 6.2 Review Letter. If Owner is found to be in compliance with the Agreement after annual review, City shall, upon written request by Owner, issue a Review Letter to Owner (the "Letter") stating that based upon information known or made known to the City Council, the City Planning Commission and/or the City Planning Director, the Agreement remains in effect and Owner is not in default. Owner may record the Letter in the Official Records of the County of Orange. 6.3 Failure of Periodic Review. City's failure to review at least annually Owner's compliance with the terms and conditions of this Agreement shall not constitute or be asserted by any party as a breach of the Agreement by Owner or City. 7. DEFAULT. 7.1 Events of Default by Owner. Owner is in Default under this Agreement upon the happening of one or more of the following events or conditions following notice and a failure to cure as set forth in Section 7.2: (1) If a written warranty, representation, or statement made or furnished by Owner to the City in conjunction with the Project is false or proves to have been false in any material respect when it was made; (2) A finding and determination made by the City following a Periodic Review under the procedure provided for in Government Code Section 65865.1 that upon the basis of substantial evidence the Property Owner has not complied in good faith with one or more of the terms or conditions of this Agreement; (3) Failure to substantially comply with Governmental Requirements; (4) The failure of Owner to comply with the requirements of Section 5.1 hereof. (5) Any other event, condition, act or omission of Owner which materially interferes with the intent and objectives of this Agreement. 7.1.2 Events of Default by City. City is in Default under this Agreement upon the happening of one or more of the following events or conditions following notice and a failure to cure as set forth in Section 7.2: (1) If a written warranty, representation, or statement made or furnished by City to the Owner in conjunction with the Project is false or proves to have been false in any material respect when it was made; (2) Failure of the City to comply with the provisions of Section 5.2. hereof. (3) Any other event, condition, act or omission of City Agency which materially interferes with the intent and objective of this Agreement, including, without limitation, the construction of the Project. 7.2 Procedure upon Breach. Upon the occurrence of any of the events described in Sections 7.1 and/or 7.1.2,and prior to termination (a "Breach"), the non-defaulting party DOCSOC/II 10339v7/24579-0001 15 75B-102 shall give the defaulting party written notice specifying the nature of the alleged Breach and, when appropriate, the manner in which said Breach may be satisfactorily cured ("Notice"). If the defaulting party fails to cure within thirty (30) days after receipt of Notice ("Notice Period"), or in a case where a Breach cannot be reasonably cured within such Notice Period, fails to commence such cure within the Notice Period and/or, thereafter, fails to diligently pursue such cure to completion then the defaulting, party is in "Default". Failure or delay in giving Notice shall not constitute a waiver of any Breach, nor shall it change the time of Default. 7.3 Termination. This Agreement may be terminated by either party in the event of Default by the other. 7.4 Damages. (I) In no event shall either party be entitled to any damages against the other upon termination of this Agreement in the absence of a Default. (2) The Owner shall not be liable for any general, special or compensatory damages to City or the Owner's Default hereunder; provided however Owner shall be responsible for any Default under Sections 5.1.7, 5.1.8 and/or 5.1.9 but only to the extent of the fees set forth therein, without penalty. (3) The City shall not be liable for any general, special or compensatory damages to Owner or to any successor or assignee or transferee of Owner for the City's Default hereunder. 7.5 Institution of Legal Action. In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any Default, terminate or confirm or reject the propriety of a termination, specifically enforce any covenants or agreements set forth in the Agreement, or enjoin any threatened or attempted violation of the Agreement; or to obtain any remedies consistent with the purpose and term of the Agreement. Legal actions shall be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District of California, Southern Division. 7.6 Multiple Owners. Because the Project may be developed by Owner or by one or more assignees of Owner, the Parties acknowledge and agree that the provisions of this Section 7 relating to any Default by Owner with respect to its obligations, and the City's enforcement rights with respect thereto, including any rights of termination and the limited rights to seek damages, shall relate only to the portion of the Property actually owned by the specific Owner whose act or omission constituted such Default. Other portions of the Property owned by a different non- defaulting Owner (provided such non-defaulting Owner is not in Default hereunder with respect to its Property) and/or any other permitted assignee provided such permitted assignee(s) are not in Default hereunder with respect to its/their Property shall not be affected nor shall the rights of such non- defaulting Owner or other assignee(s) hereunder be impaired by any such Default relating to the portion of the Property not owned by it. 7.7 Alternative Dispute Resolution. Owner may elect in its sole and absolute discretion, to have any legal disputes described herein determined by arbitration in Santa Ana, California, before a sole arbitrator in accordance with the laws of the State of California. The arbitration shall be administered by JAMS pursuant to its Streamline Arbitration Rules and DOCSOC/l110339v7/24579-0001 16 75B-103 Procedures. Judgment on the "award", as defined in Code of Civil Procedure Section 1283.4, may be entered in any court having jurisdiction. ARBITRATION NOTICE: BY INITIALING IN THE SPACE BELOW EACH PARTY IS AGREEING TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY A NEUTRAL BINDING ARBITRATION, AND EACH PARTY IS GIVING UP ANY RIGHTS EACH SUCH PARTY MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW EACH PARTY IS GIVING UP ITS JUDICIAL RIGHT TO DISCOVERY AND APPEAL. IF EITHER PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, SUCH PARTY MA Y BE COMPELLED TO ARBITRATE UNDER FEDERAL OR STATE LAW. THE PARTIES AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. EACH PARTY HAS READ AND UNDERSTANDS THE FOREGOING AND AGREES TO SUBMISSION OF ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT TO NEUTRAL BINDING ARBITRATION IN ACCORDANCE WITH THIS AGREEMENT Owner City The "award" shall be made by the arbitrator within sixty (60) days after the matter has been submitted to arbitration. Prior to the appointment of the arbitrator and within ten (10) days of the date of commencement of the arbitration the parties shall submit the dispute to JAMS for mediation. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and then promptly scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any ofthe parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. If the dispute is not resolved within thirty (30) days from the date of the submission of the dispute to mediation (or such later date as the parties may mutually agree in writing) the administration of the arbitration shall proceed forthwith while the mediation may continue, if the parties so agree. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. Pendency of the mediation shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not defend against any application for provision relief on the ground that a mediation is pending. 7.8 Interim Relief. In the event that Project, or any part, is delayed as a result of any action under Section 7.5 and/or Section 7.7, Owner's obligation to pay fees under Sections 5.1.7, 5.1.8 and/or 5.1.9 shall be suspended until such action is resolved in favor of continuing the Project. DOCSOC/II 10339v7/24579-000l 17 75B-104 7.9 Entitlements Survive Termination. The parties acknowledge that the Entitlements survive termination of this Agreement unless and until the City takes action, within its police power authority to modify and/or revoke all or any portion of such Entitlements, or unless and until termination of the Entitlements occurs automatically, if ever. Accordingly, if this Agreement is terminated and, provided that the Entitlements are not modified or revoked in accordance with the City police power, the City shall not collect and/or impose the fees set forth in Sections 5.1.7, 5.1.8 and/or 5.1.9 in connection with development pursuant to the Entitlements. Notwithstanding the foregoing, Owner's obligation to pay to the City the fees set forth in Sections 5.1.7,5.1.8 and 5.1.9 shall survive termination of this Agreement if termination is due to Owner's Default. 7.10 Miscellaneous. (1) City does not waive any claim of defect in performance by Owner, if on Periodic Review the City does not propose to modify or terminate this Agreement. (2) Non-performance shall not be excused because of a failure of a third person. (3) Adoption of a law or other governmental activity making performance by either party unprofitable or more difficult or more expensive does not excuse the performance of the obligation by the other party. 8. MORTGAGEE PROTECTIONS 8.1 Right to Owner/Notice/Multiple Mortgagees. Owner shall have the absolute right to encumber Owner's right, title and interest in, to and under this Agreement and the Property pursuant to one or more Mortgages. Because certain portions of the Project may be developed by one or more assignees, the Parties acknowledge and agree that different Mortgages may encumber the Property and that there may be a separate Mortgage in effect with respect to separate parcels within the Property. It is the intention of the Parties that the rights and protections granted in this Section 8 to each Mortgagee shall only apply to the parcels upon which such Mortgagee's Mortgage is a lien (each a "Mortgage Parcel"), and to the rights, privileges and obligations under this Agreement relating to such Mortgage Parcel. 8.2 Notice of Breach to Mortgagee or Deed of Trust Holders; Right to Cure. With respect to any mortgage or deed of trust granted by Owner as provided herein, whenever the City delivers any Notice or demand to Owner with respect to any Breach by Owner under this Agreement and if Owner fails to cure the Breach within the time set forth herein, the City shall deliver to each Mortgagee a copy of such notice or demand accompanied by a writing to the affect that Owner has failed to cure a Breach ("Mortgagee Notice"); provided that Owner or Mortgagee has provided City with addresses for such purpose. Each such Mortgagee shall (insofar as the rights granted by the City are concerned) have the right, at its option, within thirty (30) days after the receipt of the Mortgagee Notice, to cure or remedy or commence to cure or remedy and thereafter to pursue with due diligence the cure or remedy of any such Breach and to add the cost thereof to the mortgage debt and the lien of its mortgage; provided, however if the Mortgagee is legally prevented from curing such Breach because of a bankruptcy by the Owner then the thirty (30) day period shall be tolled until such bankruptcy is confirmed or rejected. Nothing contained in this Agreement shall be deemed to permit or authorize such Mortgagee to take advantage of Owner's rights hereunder, or any portion thereof, without first having expressly assumed Owner's obligations to the City by DOCSOC/I 110339v7/24579-0001 18 75B-105 written agreement reasonably satisfactory to the City. It is understood that a Mortgagee shall be deemed to have satisfied the thirty (30) day time limit set forth above for commencing to cure or remedy a Owner default which requires title and/or possession of the Site (or portion thereof) if and to the extent any such Mortgagee has within such thirty (30) day period commenced proceedings to obtain title and/or possession and thereafter the Mortgagee diligently pursues such proceedings to completion and cures or remedies the Breach, provided that, in such event, all noncurable Defaults shall be waived. 8.3 Mortgagee Not Obligated Under the Agreement. Unless a Mortgagee expressly assumes Owner's Obligations to the City in accordance with 8.2 above, no Mortgagee shall in any way be obligated by the provisions of this Agreement, nor shall any covenant or any other provision in this Agreement be construed so to obligate such Mortgagee. Nothing in this Agreement shall be deemed to construe, permit or authorize any such Mortgagee to devote the Mortgage Parcel to any uses or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. 8.4 No Liability. No Mortgagee shall have any personal liability beyond its interest in the Mortgage Parcel acquired by it through enforcement of its Mortgage for the performance or payment of any covenant, liability, warranty or obligation hereunder, and the City agrees that it shall look solely to the interests of such Mortgagee in such Mortgage Parcel for payment or discharge of any such covenant, liability, warranty or obligation. 8.5 No Amendment or Termination. This Agreement shall not, without the prior written consent of all Mortgagees holding Mortgages on each portion of the Property to be affected thereby, be amended so as to (a) terminate this Agreement prior to the expiration of the Term hereof (except as provided in Section 8.4 above with respect to such Property); or (b) change any provision of this Agreement which, by its terms is specifically for the benefit of Mortgagees or specifically confers rights on Mortgagees. No amendment to this Agreement affecting the Property or any part thereof, made without the consent of any Mortgagee holding a Mortgage on such Property, or any part thereof, shall be binding upon such Mortgagee or its successors in interest should it become a party hereto. 8.6 Condemnation or Insurance Proceeds. Nothing in this Agreement shall impair the rights of any Mortgagee, pursuant to its Mortgage, to receive insurance and/or condemnation proceeds which are otherwise payable to Owner granting such Mortgage. 8.7 Title by Foreclosure. Except as otherwise set forth herein, all of the provisions contained in this Agreement applicable to any of the Mortgage Parcel shall be binding on and for the benefit of any person who acquires title to the property, or any part thereof, by foreclosure under a Mortgage or transfer by deed in lieu. 8.8 Delegation to Mortgagee. Owner may delegate and/or assign irrevocably to any Mortgagee the non-exclusive authority to exercise any or all of Owner's obligations and/or rights hereunder with respect to the Mortgage Parcel, but no such delegation shall be binding upon the City unless and until either Owner or such Mortgagee shall give to the City a true and correct copy of a written instrument effecting such delegation. Such delegation of authority may be effected by the terms of the Mortgage itself, in which case service upon the other Party of an executed counterpart or conformed copy of said Mortgage, together with written notice specifying the provisions therein which delegates such authority to said Mortgagee, shall be sufficient to give such other Party notice DOCSOC/II I0339v7/24579-0001 19 75B-106 of such delegation. No such delegation or assignment shall relieve the Owner of that Mortgage Parcel of any of its obligations hereunder with respect to such Mortgage Parcel. 8.9 No Obligation to Cure. Nothing herein contained shall require any Mortgagee to cure any default of Owner referred to above. 8.10 Separate Agreement. The City shall, upon request, execute, acknowledge and deliver to each Mortgagee requesting same, an agreement prepared at the sole cost and expense of Owner, in form satisfactory to such Mortgagee and the City, between the City and the Mortgagees, agreeing to all of the provisions hereof, provided Owner pays for all legal and other consulting costs incurred by City in reviewing same. 8.11 Estoppel Certificate. Within thirty (30) days after written request therefore, the City shall execute and deliver to any proposed Mortgagee in connection with its new Mortgage and to such Mortgagee thereafter from time to time an estoppel certificate in form and substance satisfactory to Owner and such Mortgagee ("Estoppel Certificate"). The City hereby agrees to reasonably cooperate in including in any such Estoppel Certificate from time to time any provision which may reasonably be requested by any proposed Mortgagee for the purpose of implementing the Mortgagee protection provisions contained in this Section 8 and allowing such Mortgagee reasonable means to protect or preserve the lien and security interest of its Mortgage hereunder, clarifying the non-applicability ofthe provisions ofthis Agreement to such Mortgagee as it relates to parcels other than the Mortgage Parcel, and/or such other terms and provisions as are customarily required by Mortgagees (taking into account the customary requirements of their participants, syndication partners or ratings agencies) in connection with any such financing; provided, however, that no such Estoppel Certificate shall in any way materially adversely affect any rights of the City or increase any obligations of City under this Agreement. 8.12 Conflicts. Ifthere is any conflict between this Section 8 and any other provision contained in this Agreement, this Section 8 shall control 9. MISCELLANEOUS PROVISIONS. 9.1 Rules of Construction. The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory; "may" is permissive. If there is more than one signer of this Agreement, their obligations are joint and several. 9.2 Entire Agreement, Waivers and Amendments. This Agreement constitutes the entire understanding and Agreement of the parties with respect to the matters set forth in this Agreement. This Agreement supersedes all negotiation or previous Agreements between the parties respecting this Agreement. All waivers of the provision of this Agreement must be in writing and signed by the appropriate authorities of City or of Owner. All amendments to this Agreement must be in writing signed by the appropriate authorities of City and Owner, in a form suitable for recording in the Official Records of Orange County, California. Within ten (10) days following the effective date ofthis Agreement, a copy of this Agreement shall be recorded in the Official Records of Orange County, California. Upon the completion of performance of this Agreement with respect to the completion of construction of each Element or its revocation or termination, an appropriate Certificate of Completion acknowledging such occurrence signed by the appropriate agents of Owner and City shall be recorded in the Official Records of Orange County, California. DOCSOC/II 10339v7/24579-0001 20 75B-107 9.3 Project as a Private Undertaking. It is specifically understood by the parties that: (a) the Project is a private development for purposes of Government Code Section 65864 et seq.; (b) City has no interest in or responsibilities for or duty to third parties concerning any improvements to the Property or in connection with the Project; and (c) Owner shall have the full power and exclusive control of the Property subject to the obligations of Owner set forth in this Agreement. 9.4 Incorporation of Recitals. The Recitals set forth in Section 1 of this Agreement are part of this Agreement. 9.5 Captions. The captions of this Agreement are for convenience and reference only, and shall not define, explain, modify, construe, limit, amplify, or aid in the interpretation, construction, or meaning of any of the provisions of this Agreement. 9.6 Consent. Unless another standard is specifically given, where the consent or approval of a party is required in or necessary under this Agreement, the consent or approval shall not be unreasonably withheld. 9.7 Covenant of Cooperation. The parties shall cooperate with, deal with each other in good faith, and assist each other in the performance of the provisions of this Agreement. 9.8 Time of Essence. Time is ofthe essence for each provision ofthis Agreement of which time is an element. 9.9 Conflicts of Law. In the event that state or federal laws or regulations enacted after this Agreement has been entered into or the action or inaction of any other affected governmental jurisdiction prevent or preclude compliance with one or more provisions of this Agreement or require changes in plans, maps, or permits approved by the City, the parties shall provide the other party with written notice of such state or federal restriction, provide a copy of such regulation or policy, and a statement of conflict with the provisions of this Agreement. The parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this Agreement to comply with such federal or state law or regulation. Thereafter, regardless of whether the parties reach an Agreement on the effect of such federal or state law or regulation upon the Agreement, the matter shall be scheduled for hearing before the Council. Public notice of such hearing shall be given pursuant to Government Code Section 65854.5. The City Council, at such hearing, shall determine the exact modification or suspension which shall be necessitated by such federal or state law or regulation pursuant to Government Code Section 65869.5. At the hearing Owner shall have the right to offer oral and written testimony. 9.10 Enforced Delay; Extension of Time of Performance. In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in Default, and all performance and other dates specified in this Agreement shall be extended, where delays or Defaults are due to Litigation; inability to secure necessary labor materials or tools; or inability to secure debt and/or equity financing on commercially reasonable terms or withdrawal of such financing not caused by any act or omission of Owner; war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; acts of terrorism; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; building moratoria; unusually severe weather; acts or omissions of the other party; acts or failures to act of any other public or governmental agency or entity (other than the acts DOCSOC/I] I0339v7/24579-0001 21 75B-108 or failures to act of the City which shall not excuse performance by the City); or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension oftime for any such cause shall be for the period reasonably attributable to the enforced delay and shall commence to run from the time of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of the Parties. 9.11 Recording. The City Clerk shall cause a copy of this Agreement to be recorded with the Office of the County Recorder of Orange County, California, within ten (10) days following the Effective Date of this Agreement. 9.12 Subdivision of Project. The City agrees that, pursuant to the Applicable Rules, Owner may modify the boundaries of existing lots ofthe Property within the Property by means of lot line adjustments. This Section 9.12 shall survive termination of this Agreement. 9.13 Severability. If any provisions, conditions, or covenants ofthis Agreement, or the application thereof to any circumstances of either Party, shall be held invalid or unenforceable, the remainder ofthis Agreement or the application of such provision, condition, or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. 9.14 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought and such waiver refers expressly to this Section. No waiver of any right or remedy in respect of any occurrence or event shall be deemed a waiver of any right or remedy in respect of any other occurrence or event. 9.15 No Personal Liability. No board member, councilmember, official or employee of the City shall be personally liable to Owner nor shall any individual, principal, partner, member or shareholder of Owner be personally liable to City in the event of any default or breach. 9.16 Conditions of Discretionary Approvals. Entitlements shall be governed by the terms of the approvals of such Entitlements and, in no event, shall such Entitlements be affected by the termination, rescission, revocation, Default or expiration of this Agreement. 9.17 Precedence. In the event of a conflict between the terms of this Agreement and the terms of the Entitlements, the terms of this Agreement shall prevail. DOCSOC/1110339v7/24579-0001 22 75B-109 IN WITNESS WHEREOF, this Agreement has been executed by the City of Santa Ana and by Property Owner. Dated this _ day of ,200_ THE CITY OF SANTA ANA By DAVIDN. REAM City Manager Approved as to Form: By JOSEPH W. FLETCHER City Attorney THE GRAND PLAN 2, LLC A California ~it~d Liability Company By ~ Q- () -.h....r- Name c.u..,~~ c>l~QVI Its fV \e-m DOCSOC/II I0339v7/24579-0001 23 75B-110 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On this day of , 200_, before me, a Notary Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the City Manager of THE CITY OF SANTA ANA, the charter city that executed the within instrument, known to me to be the person who executed the within instrument on behalf of the municipal corporation therein named, and acknowledged to me that such municipal corporation executed the within instrument pursuant to its bylaws or a resolution of its City Council. WITNESS my hand and official seal. NOTARY PUBLIC STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On this \ 5 --t+J day of J l) n e.. , 200Q:before me, (Yl(;(+\htvJ fJy Kc\I.(..ffna V\ , a Notary Public in and for said state, personally appeared ClAr+-;s\2.. O\~o""'" , personally known to me (or proved tome on the basis of satisfactory evidence) to be the rY\ eM De" r of -rh {.. (;-ro n~ P It' 11 2 LLC ., the . I e.V1+ \-\-~ that executed the within instrument, known to me to be the person who executed t e wlthm mstrument on behalf of the mUnICIpal corporation therem named, and acknowledged to me that such municipal corporation executed the within instrument pursuant to its bylaws or a resolution of its Board. WITNESS my hand and official seal. ~~~ NOTARY PUBLIC - AA & aAAA - e.. MATTHEW 8. KAU. .--- ~.'1385970 I NOTMYI'WUC. ~ , ORANGE COUNlY ~ Comm.Exp. JUt Y 22 2006 ~- ~- ~ DOCSOC/I 1 10339v7/24579-0001 24 75B-111 EXHIBIT A PROPERTY DESCRIPTION OWNER PARCEL PARCELS 1,2,3 & 5 OF PARCEL MAP NO. 89-439, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP FILED IN BOOK 262, PAGES 7 THROUGH 10 INCLUSIVE, OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY THAT PORTION OF FRACTIONAL SECTION 31, IN TOWNSHIP 5 SOUTH, RANGE 9 WEST, BEING A PORTION OF THE LAND ALLOTTED TO JAMES MC FADDEN, IN THE FINAL DECREE OF PARTITION OF THE RANCHO SANTIAGO DE SANTA ANA, RECORDED IN CASE NO. 1192, ENTERED SEPTEMBER 12, 1868 IN BOOK B, PAGE 410 OF JUDGEMENTS OF 17TH JUDICIAL DISTRICT COURT OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE CENTER LINE OF MAIN STREET, 66.00 FEET WIDE, SAID CENTER LINE BEING THE WESTERLY LINE OF SAID SECTION 31, SAID POINT BEING DISTANT THEREON NORTH 1 DEG. 28' 19" EAST, 2891.68 FEET FROM THE INTERSECTION OF SAID CENTER LINE WITH THE CENTER LINE OF NEWPORT AVENUE, 60.00 FEET WIDE, AS SHOWN ON A MAP FILED IN BOOK 10, PAGE 7, RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY; THENCE ALONG COURSES 1,2 AND 3 DESCRIBED IN A FINAL ORDER OF CONDEMNATION, A COPY OF WHICH WAS RECORDED APRIL 9, 1964 IN BOOK 6998, PAGE 401, OFFICIAL RECORDS OF SAID ORANGE COUNTY, THE FOLLOWING COURSES AND DISTANCES; SOUTH 88 DEG. 31'41" EAST 50.00 FEET; NORTH 46 DEG. 28' 17" EAST, 35.36 FEET; SOUTH 88 DEG. 31' 41" EAST, 127.00 FEET TO THE INTERSECTION WITH A LINE THAT IS PARALLEL WITH AND 202.00 FEET EASTERLY, MEASURED AT RIGHT ANGLES FROM SAID CENTER LINE OF MAIN STREET; THENCE SOUTH 1 DEG. 28' 19" WEST, ALONG SAID PARALLEL LINE 160.00 FEET; THENCE NORTH 88 DEG. 31' 41" WEST, AT RIGHT ANGLES TO SAID CENTER LINE, 202.00 FEET TO SAID CENTER LINE; THENCE NORTH 1 DEG. 28' 19" EAST, ALONG SAID CENTER LINE, 135.00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL 1 AS SHOWN ON EXHIBIT "B" OF THAT CERTAIN LOT LINE ADJUSTMENT NO. 01-08, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED AUGUST 15, 2001 AS INSTRUMENT NO. 20010566652, OF OFFICIAL RECORDS. FRIED PARCEL PARCEL 2 AS SHOWN ON EXHIBIT "B" OF THAT CERTAIN LOT LINE ADJUSTMENT NO. 01-08, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED AUGUST 15, 2001 AS INSTRUMENT NO. 20010566652, OF OFFICIAL RECORDS. A-I DOCSOC/llI0339v7/24579-0001 75B-112 I - EXHIBIT B PUBLIC ART PLAN 1. Public Art shall be comprised of a single art piece or grouped art pieces to be placed at a final location to be determined as specified in paragraph 5.8 ofthis Agreement. The public art should invite participation and interaction, inspire, add local meaning, interpret the community by revealing its culture or history, and/or capture or reinforce the unique character of the new place. A comprehensive Public Art plan indicating compliance with this requirement, and which proposes specific pieces of art for specific locations or applications, shall be submitted to the City's Planning Commission at least twelve (12) months prior to the time set forth in Section 5.8.1.A. All public art approved by the Planning Commission in the Public Art Plan shall be completely installed as provided in paragraph 5.8.1 ofthis Agreement. 2. Art should be sited to complement features such as plaza or architectural components so that the art is an integral part of the development site. 3. Public art should be constructed using durable materials and finishes including but not limited to stone or metal. 4. No art piece provided pursuant to the public art requirement shall include advertising of any type, including but not limited to products, services or businesses. 5. All public art provided pursuant to the public art requirement shall be properly maintained at all times, be free of any graffiti and shall not incorporate any flashing or distracting form of illumination. 6. All art pieces approved and installed pursuant to the Public Art Plan shall remain on the project site and may not be removed without the approval of the Planning Commission. 7. Expenses Not Allowed from Art Allocation 1. Expenses to locate the artist (e.g., airfare for artist interviews, etc.) 11. Architect and Landscape Architect fees. 111. Landscaping around a sculpture that is not included as part ofthe artist's sculpture furnishings, including, but not limited to, functional structures, prefabricated water or electrical features not created by the artist, and ornamental enhancements. IV. Utility fees associated with activating electronic or water generated artwork. v. Lighting elements not integral to the illumination of the art piece. VI. Publicity, public relations, photographs, educational materials, business letterhead or logos bearing artwork image. VII. Dedication ceremonies, including sculpture unveilings or grand openings. B-1 DOCSOCI!] 10339v7/24579-000l 75B-113 COOPERATIVE AGREEMENT FOR OFF-SITE IMPROVEMENTS THIS Agreement is entered into this day of ,2005, by and between the SANDPOINTE NEIGHBORHOOD ASSOCIATION, INC., a California, non-profit public benefit and federal 50 1 (c)(3) corporation ("Sandpointe"), the NEXUS DEVELOPMENT CORPORATION/CENTRAL DIVISION, INC. a California corporation and The Grand Plan 2, LLC, a California Limited Liability Company (collectively referred to herein as "Nexus"), COASTAL RIM PROPERTIES, INC., a California corporation ("Geneva Commons"), the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body corporate and politic (the "Agency"), and the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City"). WITNESSETH A. Nexus has proposed constructing at Hutton Center a five level residential condominium project, two 23-residentiallevel condominium high-rise and one 24-residentiallevel condominium (for a total not to exceed 835 condominium units), together with ancillary retail not to exceed 14,000 square feet (the ''Nexus Project"). B. Geneva Commons has proposed constructing at the northeast comer of MacArthur Boulevard and Imperial Promenade an approximately 278-unit condominium project consisting of an 18-residentiallevel high rise project and an eight-story building, together with ancillary retail (the "Geneva Commons Project"). C. Sandpointe is a non-profit corporation that serves as a conduit between the Sandpointe Neighborhood ("Neighborhood") and outside community and political interests. Sandpointe Neighborhood is a residential neighborhood of single family and some multi-family homes in the southeast portion of Santa Ana. The Sandpointe Neighborhood consists of approximately 800 residences. Sandpointe does not have the authority to bind any individual resident of the Sandpointe Neighborhood. D. The Agency is a community redevelopment agency, as that term is defmed in California Health & Safety Code S 33100. In 1982, the Agency created the South Main Redevelopment Project Area ("Project Area"), and Nexus and Geneva Commons are located within the Project Area. E. Sandpointe has identified certain physical improvements needed in the area of the Neighborhood that are necessitated by or would in some way offset the impact of the two development projects. Nexus and Geneva Commons desire to contribute towards the cost and/or construction of those improvements to the Sandpointe neighborhood in addition to and to EXHIBIT C 1 75B-114 supplement the mitigation measures and conditions of approval imposed by the City of their respective developments. Those improvements are set forth in Exhibit A, attached hereto and made a part hereof by this reference ("Improvements"). F. The Agency is willing to assist in the funding of the improvements but only from a portion ofthe tax increment actually generated by the Nexus and Geneva Commons Projects and to fund specified improvements that would reduce blight and benefit the Project Area. G. The City's participation in this Agreement is limited to coordination of funding and/or construction of certain, herein specified publicly owned improvements. H. Nexus has agreed to construct some of the improvements, and pay for the construction of others, as more fully set forth below ("Nexus Improvements"). 1. Geneva Commons has agreed to pay for a portion of the Nexus Improvements. NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. SCOPE OF WORK A. Nexus shall construct and/or fund the improvements identified as "Nexus Improvements" in Exhibit A hereto according to the schedule set forth in Exhibit B to this Agreement, attached hereto and incorporated herein by this reference. Nexus shall be entitled to full use of the funds deposited in the Nexus Escrow to undertake the Nexus Improvements. B. In consideration for Nexus' agreement to construct and/or fund the Nexus Improvement, Geneva Commons agrees to contribute a sum equal to its pro-rata share of residential units between itself and Nexus (which is currently twenty-five percent (25%) pursuant to those numbers set forth in sections A and B of the Recitals above) of the cost of the Nexus Improvements, towards the cost thereof payable at the time called for below. Notwithstanding the foregoing, if Nexus has not executed this Agreement prior to the date this Agreement becomes binding on Geneva Commons (which the parties agree shall conclusively deemed to be the fIrst day upon which this Agreement has been executed by Geneva Commons, the City, the Agency and Sandpointe), then Geneva Commons pro-rata share contribution to the Nexus Escrow shall be conclusively fIxed at twenty-five (25%) regardless of the actual number of residential units approved for it and Nexus. C. If the entire Nexus and Geneva Commons Projects are constructed, Agency shall cause the construction of the improvements identifIed as "Publicly-Owned Improvements" in Exhibit A hereto according to the schedule set forth in Exhibit C to this Agreement, attached hereto and incorporated herein by this reference. The parties acknowledge and agree that the total cost of the publicly owned improvements, including studies, design and overhead, shall not exceed Five Million Dollars ($5,000,000.00). 2 75B-115 2. COMPENSATION AND METHOD OF PAYMENT A. Nexus shall, within sixty (60) days of execution ofthis Agreement, open an escrow account at First American Title Insurance Company, 2 First American Way, Santa Ana, California, or an equivalent escrow company approved in advance by Geneva Commons and Sandpointe, for deposit of funds to be used to pay for the Nexus Improvements (referred to herein as the ''Nexus Escrow"). B. Sandpointe shall deposit $1,000.00 into the Nexus Escrow on the Escrow Submission Date no later than the date the of the fIrst payment made pursuant to paragraph 2.D. of this Agreement. C. Prior to the deadline specified in paragraph 2.D. of this Agreement, Nexus and Geneva Commons shall meet and confer in good faith to agree upon the estimated cost of the Nexus Improvements. If, at any time, either Geneva Commons or Nexus determines that such agreement is not possible, then the objecting party shall submit its dispute in writing, together with any evidence upon which it relies to the Executive Director of the City's Public Works Agency and the other party. Within fifteen (15) days of its receipt of said notice, the non-objecting party shall then have fifteen (15) days to submit any response it has to the City and the objecting party. The Executive Director of the City's Public Works Agency or designee shall then, within thirty (30) days of receipt of the response, if any, or the expiration of said deadline, inform both Geneva Commons and Nexus in writing of the final determination of the estimated total cost, which all parties agree shall be conclusive and binding upon both Nexus and Geneva Commons. Thereafter, Nexus and Geneva Commons shall deposit their respective shares of the estimated cost of the Nexus Improvements as set forth in paragraph LB. of this Agreement, less $1,000.00, into the Nexus Escrow no later than the date specified in paragraph 2.D. of this Agreement. D. Nexus shall pay into the Nexus Escrow no later than (i) the date the flISt building permit is issued by the City for the Nexus Project, or (ii) a date ninety (90) days after the issuance of entitlements to Nexus, provided no litigation or referendum petition challenging Nexus has been filed and served on the City, whichever comes later. Geneva Commons shall pay into the Nexus Escrow no later than (i) the date the flIst building permit is issued by the City for the Geneva Commons Project, or (ii) a date ninety (90) days after the issuance of entitlements to Geneva Commons, provided no litigation or referendum petition challenging Geneva Commons has been filed and served on the City, whichever comes later. 1 75B-116 E. The Agency shall pay the City its cost incurred by the City for the Publicly-Owned Improvements set forth in Exhibit A to this Agreement; provided, however that total commitment by the City and Agency toward the Publicly-Owned Improvements shall not exceed FIVE MILLION DOLLARS ($5,000,000.00). If the items set forth as Publicly-Owned Improvements in Exhibit A are found to cost more than this sum, then the Agency shall, in the exercise of its sole and absolute discretion, limit or eliminate Publicly-Owned Improvements set forth in Exhibit A; provided, however, that the Agency shall proceed with the Publicly-Owned Improvements in the order as set forth in said Exhibit. 3. NEXUS CONSTRUCTION DRAWINGS AND RELATED DOCUMENTS A. Nexus shall prepare and submit construction drawings and related documents for items listed on Exhibit A to the City for review (including, but not limited to, architectural review) and written approval as and at the times established in the Schedule of Performance set forth in Exhibit B to this Agreement. The construction drawings and related documents shall be submitted in two stages: (i) the Preliminary Site Plans and (ii) Final Site Plans. B. During the preparation of all drawings and plans, City staff and Nexus shall hold regular progress meetings to coordinate the preparation of, submission to, and review of construction plans and related documents by the City. The City staff and Nexus shall conununicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the City can receive prompt and speedy consideration. C. Any revision or correction of plans required by the City shall be deemed approved by the Agency, Geneva Conunons and Sandpointe. D. Neither the City, the Agency, Sandpointe or Geneva Conunons shall have any ownership interest in, or any right to use, the Preliminary Site Plans or the Final Site Plans submitted by Nexus, nor shall the City, the Agency, Sandpointe or Geneva Conunons authorize the right to use any such plans or drawings to any person or entity. 4. APPROVAL OF NEXUS PLANS, DRAWINGS AND RELATED DOCUMENTS A. The City shall have the right of reasonable review (including, but not limited to, architectural review) of all plans, drawings and related documents including any proposed changes therein. The City shall approve or disapprove such plans, drawings, and related (and any proposed changes therein) within the times established in the Schedule of Performance set forth in Exhibit B hereto. Such approval shall not be unreasonably withheld. B. Any disapproval shall state in writing the reasons for disapproval. The City shall have the right to disapprove, in its reasonable discretion, any of the Final Plans if the Final Plans do not conform to the Approved Plans, the approved Preliminary Plans or do not conform to Exhibit A to this Agreement, or are incomplete. 4 75B-117 C. The City shall state in writing the reasons for disapproval of the Final Plans within sixty (60) days of receipt of copies of such Final Plans. Failure to respond within this sixty (60) day period shall not be grounds for resubmittal. D. Nexus, upon receipt of a notice of disapproval, shall revise such portions of the plans, drawings or related documents in a manner that reasonably satisfies the reasons for disapproval and shall resubmit such revised portions to the City as soon as possible after receipt of the notice of disapproval. Plans, drawings, and related documents receiving City approval shall not be subsequently disapproved. Nexus shall ensure that all of its plans, drawings and related documents comply with all Governmental Requirements. 5. COMMENCEMENT AND COMPLETION OF CONSTRUCTION OF NEXUS IMPROVEMENTS a. Nexus shall construct and/or fund, utilizing the Nexus Escrow, the improvements in conformance with Exhibit A to this Agreement and the approved Final Plans. To the extent that the cost of the Nexus Improvements, constructed in conformance with Exhibit A to this Agreement and the approved Final Plans, exceeds the funds in the Nexus Escrow, Nexus and Geneva Commons shall be solely responsible for said costs, with each responsible for any additional cost to the same percentage as is set forth in paragraph I.B. of this Agreement. Nexus shall complete or fund, as the case may be, the construction of the improvements in conformance with the schedule set forth in Exhibit B to this Agreement. b. The parties acknowledge and agree that the Block Wall identified as Item No.1 on Exhibit A will be constructed on the properties of dozens of individual homeowners in the Sandpointe neighborhood, none of whom are parties to this Agreement. The parties agree to use their best efforts to obtain permission of each of these individual property owners to construct this Block Wall and to permit the City to permanently maintain the climbing ivy along the exterior of the wall. However, it is the parties understanding and intent that should any property owner refuse to agree to permit the construction and/or exterior ivy maintenance ("hold outs"), that the Block Wall will be constructed regardless of any hold-outs, and that Nexus shall construct the Block Wall in such fashion as to join the Block Wall to existing wall segments owned by hold outs and minimize any negative aesthetic impact caused by such hold outs. Nexus agrees to hold Sandpointe and its officers, directors, employees and agents harmless from any claim by any and all property owners including such hold outs arising out of the construction of the Block Wall in which Sandpointe, or its officers, directors, employees or agents are named. Nexus shall be permitted to select counsel to defend Sandpointe at the expense of Nexus. In the event ofa potential conflict of interest between Sandpointe and Nexus, Sandpointe shall have the right to select independent counsel. All fees and costs of independent counsel selected by Sandpointe for defense of any claim arising out of or relating to any claims described herein shall be paid by Nexus on behalf ofSandpointe. ~ 75B-118 6. AGENCY NOTICE TO PROCEED FOR DESIGN AND CONSTRUCTION OF PUBLICLY OWNED IMPROVEMENTS Upon the issuance of a certificate of occupancy pursuant to the California Building Code for (i) all residential units in a minimum of two of the three high-rise towers in the Nexus Project, and (ii) all residential units in the Geneva Commons Project, the Agency shall give the City a notice to proceed to design and construct the Publicly-Owned Improvements as set forth in Exhibit A. If only a portion of the residential units have been constructed within five (5) years of the date of the Commencement Date, then the Agency shall only give the City a notice to proceed with a partial list of items as set forth in Exhibit C to this Agreement. The Agency's obligation to pay for the Publicly-Owned improvements, and the City's obligation to complete these Publicly-Owned Improvements, or any part thereof, shall be limited by the Agency's ability to fund said work from the project-specific tax increment generated by the Nexus Project; provided, however, that City and Agency shall construct item no. 1.a. on the list of Publicly-Owned Improvements in Exhibit A to this Agreement regardless of the project-specific tax increment received by the Agency. 7. COMMENCEMENT AND COMPLETION OF CONSTRUCTION OF PUBLICLY OWNED IMPROVEMENTS a. City shall construct the Publicly-Owned Improvements in conformance with the schedule set forth in Exhibit C to this Agreement and the approved Final Plans; provided, however, that the Agency and City shall have no obligation once the cost of the Publicly-Owned Improvements exceeds Five Million Dollars ($5,000,000.00). If the cost of the Publicly-Owned Improvements, including all design, administrative and construction costs exceed $5,000,000.00, then the City shall construct only that portion of the Publicly Owned Improvements as specified in Exhibit C in the exercise of the Agency's sole and absolute discretion. b. City shall, at the conclusion of the plant establishment phase specified in Exhibit B, additionally maintain the climbing vines and irrigation constructed by Nexus along the outside of the block wall, referenced in item no. I on Exhibit A hereto, but the City's obligation to maintain the climbing vines shall only apply to those property owners who execute a fas:ade easement with the City in a form approved by the City Attorney permitting the City to maintain said climbing vines and indemnifying the City from any liability caused by said climbing vines and/or irrigation. Sandpointe shall be responsible for obtaining signatures from these individual homeowners. 8. LIABILITY AND INDEMNIFICATION DURING CONSTRUCTION; BODILY INJURY AND PROPERTY DAMAGE INSURANCE A. From and after the Effective Date, Nexus and Geneva Commons agree to and shall indemnify and hold Agency, City and Sandpointe, and their respective officers, directors, agents and employees harmless from and against all damages to property or injuries to or death of any person or persons, including employees or agents of Agency or City, and shall defend, indemnify and save n 75B-119 Agency, City and Sandpointe, and their officers, agents, and employees, from any and all claims, demands, suits, actions, or proceedings of any kind or nature, including, but not by way of limitation, workers' compensation claims of or by anyone whomsoever, in any way resulting from the negligent or wrongful acts or omissions of Nexus or Geneva Commons or their respective employees, agents or subcontractors. For itself and no other, Sandpointe agrees to hold harmless Agency, City and their respective officers, directors, agents and employees from and against all damages to property or injuries to or death of any person or persons, in any way resulting from the negligent or wrongful acts or omissions of Nexus or Geneva Commons, or their respective employees, agents or subcontractors. This Agreement shall not be interpreted or construed to obligate Sandpointe, its officers, directors or agents, or the Neighborhood to defend, indemnify or to answer in any way for the Agency the City or their respective officers, directors, agents or employees for such claims. B. Prior to the commencement of construction, Nexus or any other party working within the real property of the City or Agency, shall obtain at its sole cost and file with the City and Agency, and maintain for the period covered by this Agreement, a policy or policies ofliability insurance or a certificate of such insurance, consistent with this Agreement, naming Agency, the City and Sandpointe, their officers, directors, agents, and employees, as insured or additional insured, which provides coverage not less than that provided in the form of a comprehensive general liability insurance policy against liability for any and all claims and suits for damages or injuries to persons or property resulting from or arising out of operations of Nexus, its officers, directors, agents, or employees. Said policy or policies of insurance shall provide coverage for both bodily injury and property damage in not less than One Million Dollars ($1,000,000) combined single limit, or its equivalent. Said policy or policies shall also contain a provision that no tennination, cancellation, or change of coverage of insured shall be effective until after thirty (30) days notice thereof has been given in writing to City and Agency. Nexus shall give to Agency and City prompt and timely notice of claim made or suit instituted arising out of Nexus operations hereunder. Nexus may procure and maintain, at its own cost and expense, any additional kinds and amounts of insurance, which in its own judgment may be necessary for its proper protection in the prosecution of the work. All insurance policies shall be written by responsible and solvent insurance companies and shall include an additional insured endorsement in substantially the form of Exhibit D, attached hereto and incorporated herein by this reference 9. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Nexus shall carry out the design, construction, and operation of the Nexus Improvements in substantial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City, or any other political subdivision in which the Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City or Nexus, including all applicable federal, state, and local occupation, safety and health laws, rules, regulations and standards, applicable state and labor standards, applicable prevailing wage requirements, the City zoning and development standards, City permits and approvals, building, plumbing, mechanical and electrical codes, and all other provisions of the City and its Municipal Code, and all applicable disabled and handicapped 7 75B-120 access requirements, including, without the limitation, the Americans With Disability Act, 42 U.S.c. S 12101 et seq., Government Code S 4450 et seq., and the Unruh Civil Rights Act, Civil Code S 51 et seq. ("Governmental Requirements"). 10. DEFAULTS AND REMEDIES If any party defaults in performance of its obligations, covenants or agreements hereunder, the defaulting party shall be entitled to cure the default in accordance with this section. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. The defaulting party must, within thirty (30) days, following service of said notice, commence to cure, correct or remedy such failure or delay and shall complete such cure, correction, or remedy with reasonable diligence. 11. INSTITUTION OF LEGAL ACTIONS Subject to the provisions of Section 13 hereof, in addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. 12. APPLICABLE LAW This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. All parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 13. RIGHTS AND REMEDIES ARE CUMULA TNE Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. R 75B-121 14. DAMAGES In the event that the Agency or City is liable for damages to Nexus, Sandpointe and/or Geneva Commons, such liability shall not exceed costs incurred by Nexus, Sandpointe and/or Geneva Commons in the performance of this Agreement and shall not extend to compensation for loss of future income, profits or assets. 15. NOTICES, DEMAND AND COlYfMUNICATIONS Formal notices, demands and communications between the parties shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Developer as designated below. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this section. City: City of Santa Ana Planning and Building Agency 20 Civic Center Plaza, M-20 Santa Ana, CA 92702 Attn: Steve Harding, Executive Director Phone: (714) 667-2700 Fax: (714) 973-1461 with copy to: City Attorney 20 Civic Center Plaza, M-29 Santa Ana, California 92702 Agency: Community Development Agency City of Santa Ana 20 Civic Center Plaza, M-25 Santa Ana, CA 92702 Attn: Patricia C. Whitaker, Executive Director Phone: (714) 647-5360 Fax: (714) 647-6549 with copy to: Agency General Counsel Community Redevelopment Agency of the City of Santa Ana 20 Civic Center Plaza, M-29 Santa Ana, California 92702 9 75B-122 Sandpointe: Sandpointe Neighborhood Association, Inc. P.O. Box 27122 Santa Ana, California 92799 Attention: Bob Black Nexus: Nexus Development Corporation/Central Division, Inc. The Grand Plan 2 1 MacArthur Place, Suite 300 Santa Ana, California 92707 Attention: Cory W. Alder Geneva Commons: Coastal Rim Properties, Inc. 139 East Alton Avenue Santa Ana, California 92707 Attention: Franco Mola A party may change its address by giving notice in writing to the other parties. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays hall be excluded. 10 75B-123 16. EFFECTIVE DATE AND TERM OF AGREEMENT This Agreement shall take effect from and after the date of adoption and approval by the City and the Agency pursuant to official action of the governing bodies thereof and shall be effective until completion and acceptance of the Nexus Improvements and Publicly-Owned Improvements. If Geneva Commons is approved by the City and Nexus is not, then Geneva Commons shall take over Nexus' obligations to construct a portion of the Nexus Improvements under this Agreement, but shall be required to (i) meet and confer with the Agency and Sandpointe, and using the order of the Nexus Improvements specified in Exhibit A as a guide, designate which of the Nexus Improvements shall be constructed using Geneva Commons twenty-five percent (25%) share of the estimated cost of the total Nexus Improvements, and (ii) the parties agree and acknowledge that all references herein to Nexus shall be deemed to be references to Geneva Commons. If Nexus is approved and Geneva Commons is not, then Nexus, the Agency and Sandpointe shall meet and confer in good faith, and using the order of the Nexus Improvements specified in Exhibit A as a guide, designate which of the Nexus Improvements shall be constructed using Nexus seventy-five percent (75%) share of the estimated cost of the total Nexus Improvements. 17. COMMENCEMENT DATE F or purposes of this Agreement the term "Commencement Date" shall refer to the period after issuance of City entitlements and shall be deemed to be a date ninety (90) days after the issuance of entitlements to Nexus and Geneva Commons (whichever comes later). The Commencement Date shall be tolled should a valid referendum petition be presented challenging either project, or timely litigation be filed and served challenging any of the entitlements, including approval pursuant to the California Environmental Quality Act. 18. INTEGRATION This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreement between the parties with respect to all or any the matters addressed herein. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the parties, and all amendments hereto must be in writing and signed by the appropriate authorities of the parties. 19. ASSIGNMENT Nexus and Geneva Commons shall have the right to transfer or assign this Agreement, in whole, to any person, entity (public or private), partnership, joint venture, firm or corporation who is the owner of the real property referenced in the Recital hereto at any time during the term of this Agreement; provided, however, the rights of Nexus or Geneva Commons under this Agreement may not be transferred or assigned unless the written consent of the City Council is first obtained and any transfer or assignment of the rights under this Agreement shall include in writing the assumption of the duties, obligations, and liabilities arising from this Agreement if 11 75B-124 the City grants written consent to transfer the rights. Nor shall the rights of Nexus or Geneva Commons hereunder be subject to assignment by attachment, execution, or proceedings under any provision of the Bankruptcy Act, and any such assignment or transfer shall be wholly void and of no force and effect unless such written consent thereto be obtained from the City Council. Such transfer or assignment shall not relieve Nexus or Geneva Commons of any duty, obligation or liability to City without the consent of the City. During the term of this Agreement, any approved assignee or transferee of the rights under this Agreement shall observe and perform all of the duties and obligations of Nexus or Geneva Commons contained in this Agreement as such duties and obligations pertain to the Nexus or Geneva Commons. Any and all approved successors and assignees of Nexus or Geneva Commons shall have all of the same rights, benefits, duties, obligations, and liabilities of Nexus or Geneva Commons under this Agreement. If the Property is subdivided, any subdivided parcel may be sold, mortgaged, hypothecated, assigned, or transferred to persons for development by them. Upon assignment or transfer of the rights of Nexus or Geneva Commons under this Agreement, the obligations of the assignor and the transferee or assignee shall be joint and several. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. SANDPOINTE NEIGHBORHOOD, ASSOCIATION, INC. BY~ Name .'*t?,ffLAc!(., Its CI{-4/.~;;tJ NEXUS DEVELOPMENT CORPORA TIONI CENTRAL DIVISION, INC. By Name Its 12 75B-125 the City grants written consent to transfer the rights. Nor shall the rights of Nexus or GeI?-eva Commons hereunder be subject to assignment by attachment, execution, or proceedings under any provision of the Bankruptcy Act, and any such assignment or transfer shall be wholly void and of no force and effect unless such written consent thereto be obtained from the City Council. Such transfer or assignment shall not relieve Nexus or Geneva Commons of any duty, obligation or liability to City without the consent of the City. During the term of this Agreement, any approved assignee or transferee of the rights under this Agreement shall observe and perform all of the duties and obligations of Nexus or Geneva Commons contained in this Agreement as such duties and obligations pertain to the Nexus or Geneva Commons. Any and all approved successors and assignees of Nexus or Geneva Commons shall have all of the same rights, benefits, duties, obligations, and liabilities of Nexus or Geneva Commons under this Agreement. If the Property is subdivided, any subdivided parcel may be sold, mortgaged, hypothecated, assigned, or transferred to persons for development by them. Upon assignment or transfer of the rights of Nexus or Geneva Commons under this Agreement, the obligations of the assignor and the transferee or assignee shall be joint and several. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. SANDPOINTE NEIGHBORHOOD, ASSOCIATION, INC. By Name Its NEXUS DEVELOPMENT CORPORA TIONI CENTRAL DIVISION, INC. By Name Its k (Lo ~ ,.-- 12 75B-126 ATTEST: Patricia E. Healy Clerk of the Council THE GRAND PLAN 2, LLC By Curtis R. Olson Managing Partner COASTAL RIM PROPERTIES, INC. By Name Its Ll~ THE CITY OF SANTA ANA By David N. Ream City Manager n 75B-127 ATTEST: Patricia E. Healy Clerk of the Council APPROVED AS TO FORM: r THE GRAND PLAN 2, LLC By LArLo~ Curtis R. Olson Managing Partner COASTAL RIM PROPERTIES, INC. By Name Its THE CITY OF SANTA ANA By David N. Ream City Manager n 75B-128 ATTEST: Patricia E. Healy Secretary of Agency APPROVED AS TO FORM: 1 'j COMMUNITY DEVELOPMENT AGENCY OF THE CITY OF SANTA ANA By Patricia C. Whitaker Executive Director 14 75B-129 EXHIBIT A OFF-SITE IMPROVEMENTS Nexus Improvements 1. Block Wall a. Main Street between Murphy & Sunflower, and house located at 101 W. Murphy b. North side of Sunflower between Main & alley adjacent to four plexes, excluding sections of wall at corner of Main & Sunflower at rear of commercial building c. Plaster and paint with one color selected by Association d. $3,000 per house payment for repair/replacement of landscaping associated with wall improvements upon execution of Nexus right-of-entry for construction and exterior-wall maintenance easement. This payment shall be made by Nexus at the time the individual property owner executes the construction easement in favor of Nexus and permanent maintenance easement (for the climbing vines) in favor of the City. For any "hold outs" (as defined in paragraph 6.b. of this Agreement, Nexus shall make the $3,000 payment to Sandpointe in trust for each hold out. e. Remove and replace 16 sections of white concrete block wall in immediate area of MacArthur Boulevard and Flower Street, and paint with one color selected by Association. f. Remove and replace 4 sections of white concrete block wall along West Alton Avenue and paint with one color selected by Association. g. Nexus shall install climbing vines, species identified by the City, along the outer edge of the wall, install irrigation to feed said climbing vines which shall be connected and metered by Nexus at the nearest City water supply, and shall reconstruct the sidewalk to the City's specifications after installation of the irrigation lines and block wall. h. Wall replacement specifications shall be established pursuant to paragraph 4 of this Agreement. 1. Nexus shall maintain, and replace as necessary, the climbing vines during a ninety (90) day plant establishment phase following item no. l.g. 2. Window Replacements a. Nexus shall provide $3,500 construction allowance per house for sound proof window replacements for up to 49 residential units located along Main Street and Sunflower Avenue behind the existing concrete wall to be replaced. The 49 residential units are identified in Exhibit A-I to this Agreement. b. Nexus shall assist Sandpointe in obtaining/preparing necessary construction bids, documents and permits. c. Allowance will be paid by Nexus to Sandpointe for any applicable home upon receipt of bona fide construction or material invoices. d. Allowance shall expire 12 months following the completion of the concrete wall 1') 75B-130 replacement improvements. e. Window specifications shall be established pursuant to paragraph 4 of this Agreement. 3. Taft Elementary Loading Zone a. Nexus shall construct all improvements necessary to effectuate Defmitive Easement Agreement between Santa Ana Unified School District, Nexus and South Coast Church. b. Improvements to loading zone shall include driveway approaches, traffic lanes on site, striping, church building renovations, portable classroom relocations, computer lab on school and church properties, etc. as provided for in plans included as part of Definitive Easement Agreement. 4. Pay City $200,000 for City to implement a Neighborhood Traffic Management Plan ("NTMP") to mitigate changes in traffic patterns or increased cut through traffic resulting from the Nexus and Geneva Commons Projects in the Sandpointe Neighborhood. NTMP costs shall include traffic studies, staff time to process neighborhood traffic plan, and the construction of appropriate traffic calming devices, including but not limited to semi-diverters, diagonal diverters, and street closures. The implementation of the NTMP shall be pursuant to procedures adopted by the City Council. 5. Nexus shall pay the City the full cost (see Exhibit B) for the installation of a Traffic Signal at the intersection of MacArthur Boulevard and Birch Street. Pnhlicly-Owned Improvements 1 Utility Undergrounding a. Main Street - MacArthur to Sunflower b. MacArthur - Main to Flower c. Sunflower - Main to Flower (north side of street) In 75B-131 Single Family Homes: . I. 101 W. Murphy 2. 3701 S. Alder 3. 3705 S. Alder 4. 3709 S. Alder 5. 3713 S. Alder 6. 3717 S. Alder 7. 3721 S. Alder 8. 3725 S. Alder 9. 3729 S. Alder 10. 3801 S. Alder It. 3805 S. Alder 12. 3809 S. Alder 13. 3813 S. Alder 14. 3817 S. Aldt;l' IS. 3821 S. Alder 16. 3825 S. Alder 17. 3829 S. Alder 18. 3901 S. AIda- 19. 3905 S. Alder 20. 3909 S. Alder 21. 102 W. SteveM 22. 106 W. Stevens 23. 110 W. Stevena 24. 114 W. SteVens 25. 1\8 W. Stevens 26. 122 W. Stevens 27. 202 W. Stevens 28. 206 W. SteVens 29. 210 W. Stevens 30. 214 W. SteYel1S 31. 3926 S. TImber 32. 302 W. Stcvl:l1S 33. 306 W. StcvalS 34. 310 W. Stevens 35. 314 W. Sttven.~ 36. 318 S. Ste\ler1S 37. 3922 S. Birch FDU.-pIeXet 38. 3925 S. Ross 39. 401 W. Sunflower 40. 405 W. Sunflower 41. 409 W. Sunflower 42. 501 W. Sunflower 43. 505 W. Sunflower 44. 509 W. Sunflower 45. 513 W. SunfloWCT" Main Aunction Condnminiumll 46. 3620 A S. MoUn 47.3632 A S. Main 48. 3632 B S. Main 49.3632 C S. Main EXHIBIT A-1 List of 49 Residential Units List of Eligible Homes fOf Window Replacements Along Main and Sunflower (sides to Main) (backs to Main) (backs to Mllin) (baclcs to Main) (backs to Main) (backs lo Main) (back.~ to Main) (bac:kll to Main) (backs to Main) (back.~ to Main) (bllck.1 to Main (ba.cks to Main) (baclts to Main) (backs to Main) (backs to M:1in) (hacks to Alder) (backs to Main) (hicks to Main) (backs to Main) (backs to Main) (backs to Main al1d MiniMarket) (b4Cks to Main and Mini Market) (bacla to Main and Mini Market) (backs to Sunflower and Mini Market) (backs to Sunflower) ~cks to Sunflower) (backs to Sunflower) (backs to Sunflower) (backs to Sunflower) (hacks to Sunflower) (aides to Sunflower) (backs to Sunflower) (baclcs to Sunflower) (back.~ to Sunflower) (backs to Sunflower) (becks to Sunflower) (baCks to Sunflower) (~ides to Sunflower) (fronts Sunflower) (fronts Sunflower) (fronts Sunflower) (fTonts Sunflower) (front.~ Sunflower) (fronL1 Sunflower) (fronts Sunflower) (sides to Main) (fi'nnts Main) (frortts Main) (!Tonls Moio) 17 75B-132 EXHIBIT B SCHEDULE OF NEXUS IMPROVEMENTS 1. Construction ofItem No.1 to Exhibit A shall conform to the following schedule: a. Preliminary Site Plans - Due within thirty (30) days of the Commencement Date. c. Final Plans - Due within sixty (60) days of City approval of Preliminary Site Plans, together with proposed Right-Of-Entry and Maintenance Easement for review of City and Sandpointe. d. Building Permits, Construction Right-Of-Entry (in favor of Nexus), and Permanent Maintenance Easement for Exterior of Wall (in favor of City) - Application, right of entries and easements shall be submitted no late than sixty (60) days after City approval of Final Plans. e. Construction Commencement - Within thirty (30) days after approval of Building Permits. f. Construction Complete - Within one hundred twenty (120) days of commencement of construction. g. Ninety (90) day plant establishment phase after completion of construction of climbing vines and irrigation. 2. Construction ofItem No.2 to Exhibit A shall conform to the following schedule: a. Final building permit plans shall be submitted by individual Sandpointe homeowners to City no later than construction complete date for item no. 1, above. b. Construction shall be complete pursuant within one hundred twenty (120) days of issuance of City Building Permit. 3. Construction of Item No.3 to Exhibit A shall conform to the following schedule: a. Nexus shall submit executed Definitive Easement Agreement to all parties no later than one hundred eighty (180) days of the Commencement Date. If Nexus fails to meet this deadline, which may be extended in writing by Nexus and Sandpointe, then Nexus shall deposit $1.2 million from the Nexus Escrow into a separate escrow with terms providing for its withdrawal by Sandpointe, which are mutually agreeable to all parties, for use by Sandpointe on other projects to benefit the Sandpointe neighborhood. b. Nexus shall complete this item not later than eighteen (18) months from the lR 75B-133 Commencement Date. 4. Nexus shall pay City for item no. 4 to Exhibit A not later than approval of the fIrst final map for the Nexus Project. The City shall follow the Neighborhood Traffic Management Plan Policy adopted by the City Council. 5. Construction ofItem No.5 to Exhibit A shall conform to the following schedule: a. The City shall provide Nexus with a preliminary estimate of this cost within thirty (30) days of the Commencement Date. This preliminary estimate shall be updated, if necessary, upon the City's receipt of Nexus application to fmal any portion of its tentative tract map. Said estimate shall be conclusive. b. Nexus shall pay the City the estimated cost of this item not later than approval of the first final map for the Nexus Project. c. The City shall complete construction of this item prior to the first certificate of occupancy for the Nexus Project. Any deadline pursuant to this Exhibit C may be extended by mutual written agreement of Nexus and the City Manager or designee. 19 75B-134 EXHIBIT C SCHEDULE FOR PUBLICLY-OWNED IMPROVEMENTS 1. City shall complete item no. 1.a. on Exhibit A of Publicly-Owned Improvements not later than June 2005. 2. City shall complete item no. 1.b. on Exhibit A of Publicly-Owned Improvements not later than five (5) years after the Agency provides City with the then estimated cost of the project. 3. City shall complete item no. l.c. on Exhibit A of Publicly-Owned Improvements not later than five (5) years after the Agency provides City with the then estimated cost of the project. Notwithstanding this schedule, City shall make a reasonable good faith effort to effectuate the completion of these Publicly-Owned Improvements (which, under current law. must be designed and constructed by Southern California Edison and not the City) prior to the dates specified above. 20 75B-135 EXHIBIT D PUBLIC IMPROVEMENTS) Improvement Location Street Reconstruction Hutton Centre Drive between Sandpointe A venue and MacArthur Blvd. Sandpointe A venue between Main Street & Hutton Centre Drive Hutton Centre Loop Road between Hutton Centre Drive to the most easterly driveway on the north side Eastbound MacArthur Blvd. lanes between Main Street and Hutton Centre Drive Construct eastbound right-turn lane MacArthur Blvd. east of Main Street Provide second northbound right-turn lane Hutton Centre Drive between MacArthur Blvd. and Hutton Centre Loop Road New traffic signal Hutton Centre Drive and Hutton Centre Loop Road Raised median Hutton Centre Drive from MacArthur Blvd. to 280 feet south of Hutton Centre Loop Road Raised median Hutton Centre Loop Road to most easterly driveway on north side Colored crosswalk Hutton Centre Loop Road east of Hutton Centre Drive and sidewalk on north side to most westerly driveway Street widening to provide fourth eastbound lane MacArthur Blvd. between Hutton Centre Drive and SR55 southbound on-ramp Traffic signal modification to provide second MacArthur Blvd. at Hutton Centre Drive northbound right-turn lane Raised median Main Street between Sandpointe A venue and MacArthur Blvd. Owner shall be obligated to pay prevailing wages in connection with the construction of the Public Improvements in accordance with the requirements set forth in Attachment No.1, attached hereto and incorporated herein by reference. D-l DOCSOClllI0339v7/24579-0001 75B-136 ATTACHMENT NO.1 TO EXHIBIT D PREVAILING WAGE REQUIREMENT A. Owner agrees to pay all workers employed in connection with the work to be performed pursuant to the Agreement, not less than the prevailing rates of wages, as provided in the statutes applicable to public works contracts of the City of Santa Ana ("Agency"), including without limitation Sections 1770-1780 of the California Labor Code. B. Owner shall maintain accurate records showing the name, occupation and actual per diem, regular, overtime and holiday wages paid to each worker and fringe benefits (as appropriate) paid to or on behalf of each worker employed in connection with the work to be performed pursuant to the Agreement, the hours worked by such workers and amounts withheld pursuant to law. Such records shall be open to inspection by City staff at reasonable hours. C. Owner shall cooperate with City staff or its consultants in carrying out any investigation of any claim made by a worker employed by Owner that less than prevailing wages were paid for work performed pursuant to the Agreement. Owner shall promptly pay any amount determined by City to be the difference between the applicable prevailing wage for the number of hours worked by the claimant and the amount actually paid to the claimant. D. Owner agrees that, if requested by City, funds due to employee under the Agreement may be withheld pending the completion of any investigation pursuant to Section C hereof to ensure that the amount of any restitution, which may be required, is available. E. Owner agrees that, if City determines that Owner has violated any provision of this attachment/exhibit, funds otherwise due to Owner pursuant to the Agreement may be withheld, or Owner may be required to post a bond or provide a Letter of Credit or other security, in an amount sufficient to ensure that workers employed in connection with the Agreement will receive the prevailing wages for the work to be performed, as determined to be appropriate by City staff or consultants. F. In the event that Owner subcontracts with an independent contractor for all or any part of the work to be performed pursuant to the Agreement, and such subcontractor employs workers to perform such work: 1. Owner shall assure that such subcontract includes and incorporates this attachment/exhibit and requires such subcontractor to comply with and be bound by the provisions hereof as the "Owner" with regard to the workers so employed. 2. In the event any such subcontractor is being investigated by City staff or consultants pursuant to Section C hereof Owner shall, at the request of City, withhold funds from such subcontractor prior to the completion of such investigation, to ensure that the amount of any restitution which may be required is available. 3. In the event that the City staff determines that any such subcontractor has violated the provisions of this attachment/exhibit, Owner agrees to cooperate with City in Attachment No. 1-1 to Exhibit D DOCSOC/I I 10339v7/24579-0001 75B-137 withholding funds from such subcontractor or requiring such subcontractor to post security, in accordance with Section E hereinabove. G. In the event of a dispute between Owner and City staff with respect to a City staff determination, Owner shall have the opportunity to bring the dispute before City Board for review. The City Council may take such action, as it deems appropriate, including: 1. Affirming the City staff determination. 2. Referring the matter back to City staff for further investigation. 3. Reversing or modifying the City staff determination. 4. Directing the City staff to appoint an independent hearing examiner for further investigation. 5. Such other action as the Board may deem appropriate under the circumstances. H. The parties to the Agreement stipulate and agree that the City is a third party beneficiary of the provisions of this attachment/exhibit and may enforce the same as such through any appropriate remedies in law or equity. I. The provisions of this attachment/exhibit shall be interpreted and applied in accordance with that certain "Policy on Payment of Prevailing Wages by Private ReOwners or Owner- Participants", adopted by the Community Redevelopment Agency of the City of Santa Ana on May 20, 1986, subject to any and all amendments thereto to the date of the Agreement, a public record on file in the offices of the Agency. J. Owner shall no later than the 15th day of each month during construction of the Project submit to the City a self-audit report declaring under penalty of peIjury and demonstrating that during the prior month it has complied with the provisions of this attachment/exhibit and California prevailing wage law. The self-audit report or statement not be binding nor conclusive, nor shall the filing or failure to file such report or statement preclude the City from conducting an audit. K. Owner shall keep and preserve for a period of not less than four (4) years all records as may be necessary to determine whether it has paid prevailing wage as required by this Attachment No.1, which records shall be made available to the City or its consultants and agents at all reasonable times for purposes of conducting an audit. Owner shall permit an examination of such books and records at a location within the City. In the event such books and records cannot be made available within the City, the operator shall reimburse the City for the cost of all transportation, lodging, meals, portal-to-portal travel time and other incidental costs reasonably incurred by the City in conducting the audit. Appropriately identified confidential or proprietary information furnished to the city as part of an audit shall remain confidential, except in case of civil action or criminal prosecution. Attachment No. 1-2 to Exhibit D DOCSOC/I 110339v7/24579-000l 75B-138 L. Should any City conducted audit conclude that Owner has failed to pay prevailing wage in at least five percent (5%) of the audited transactions (with a single pay day of a single wage earner constituting one transaction), then Owner shall reimburse City for all actual costs of the audit within thirty (30) days of receipt by Owner of the City's invoice. Attachment No. 1-3 to Exhibit D DOCSOC/1110339v7/24579-0001 75B-139 EXHIBIT E A VIGA TION EASEMENT RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Santa Ana Clerk of the Council of the City of Santa Ana 20 Civic Center Plaza, M-30 P.O. Box 1988 Santa Ana, California 92702 EXEMPT FROM FILING FEES, CAL. GOV'T CODE & 6103 (Space Above Line for Recorder's Use) GRANT OF A VIGATION EASEMENT (John Wayne Airport) ASSESSOR PARCEL # RECITALS: 1. The Grand Plan 2, LLC, a California limited liability company ("Grantor"), is the owner of the fee simple estate in and to that certain real property situated in the County of Orange, State of California, commonly described as 1,9 and 10 Hutton Centre and 101 E. Sandpointe Avenue, Santa Ana, California and more particularly described in Attachment No.1, attached hereto and incorporated by this reference ("Subject Property"); 2. It is the desire of Grantor, for itself, its heirs, administrators, executors, successors, assigns, tenants, guests, and other persons in or using the Subject Property with the implied or express consent of Grantor, to grant to the City of Santa Ana, a political subdivision of the State of California (the "City"), an air and avigation easement, also known as a perpetual air, flight or noise easement, on, upon, over, across, above, or in the vicinity of the Subject Property, and to all of the Airspace (as hereinafter defined) above the Subject Property, whereby Grantor relinquishes certain rights relative to the Subject Property, as described in this Grant of Avigation Easement (this "Avigation Easement"); 3. The purpose of this Avigation Easement, and its acceptance by the City, includes granting the City an A vigation Easement permitting the unencumbered and unrestricted flight of aircraft to or from John Wayne Airport ("JW A"), owned and operated by the County of Orange, without liability to the City, to the aircraft operator, or to any other person lawfully operating aircraft to or from JW A in the navigable airspace of the United States (as defined at 49 U.S.C.S. s40102(a)(30)), and as that section of the United States Code (and the referenced regulations) existed on the effective date of this A vigation Easement, and in accordance with relevant regulations of the United States of America and the State of California, pursuant to the authority granted to the County by the people and the State of California. As agreed upon by the parties, this A vigation Easement is Grant of Avigation Easement DOCSOCII I 10339v7/24579-0001 E-l 75B-140 calculated by reference to the Airport Environs Land Use Plan ("AELUP") for JWA Years 1990/2005 "Project Case" noise contours (as depicted in Appendix D of the AELUP for JW A dated December 19,2002) plus 1.5 decibels ("dB") Community Noise Equivalent Level ("CNEL"); NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged: WARRANTIES AND COVENANTS: Grantor warrants and covenants to the City that as of the date hereof: Grantor holds the entire fee simple interest in the Subject Property; Grantor shall not convey its interest in the Subject Property, or execute, deliver, or permit hereafter recordation of any interest in the Subject Property, or any lien or encumbrance against the Subject Property (or any interest therein), until the earlier of the following events: (i) this A vigation Easement has been properly executed by Grantor, accepted by the City, and recorded by the Orange County Recorder; or (ii) thirty (30) days have elapsed after Grantor have delivered this A vigation Easement to the City, properly and fully executed and notarized. If the person executing this A vigation Easement is other than the Grantor, the person executing this Avigation Easement has represented to the City, in documentation separate from this grant, that he/she has been duly and lawfully authorized by Grantor to execute this Avigation Easement on behalf of Grantor. GRANT OF A VIGATION EASEMENT Grantor, individually and for its heirs, administrators, executors, tenants, guests, agents, successors, assigns, and other persons in or using the property with the implied or express consent of Grantor, hereby grants, conveys and assigns to the City and its successors, and assigns, a perpetual non-exclusive and assignable A vigation Easement and the right to enter or penetrate into or transmit through the Airspace above, on or in the vicinity of the Subject Property for the unobstructed use, passage or operation of all types of aircraft and the right to create or generate all things and consequences to the Subject Property that may be, or may be alleged to be, incident to or resulting from the use and enjoyment of said Airspace and any and all related aircraft and airport operations, including, but not limited to, those impacts and effects described in Section 5. This A vigation Easement shall be for air navigation, airport operations, aircraft sound and noise, aircraft avigation and flight in, to, over and through the Airspace above the Subject Property, as well as the imposition in, on, over, upon or in the vicinity of the Subject Property of noise, sound, vibration, fumes, fuel particles, dust, discomfort or other environmental effects incident to such aircraft operations and any and all resulting annoyance, inconvenience, or other interference with the use and enjoyment of the Subject Property and any consequent reduction in market value, all due to the operation of aircraft to and/or from JW A, including landing at, taking off from, taxiing, maintenance, or other aircraft or related facility operations at or on JW A. This A vigation Easement is for the use of such airspace by any aircraft, present or future, in whatever form or type, during operations at, on, to, or from JW A, including any future change to or increase in JW A's boundaries and/or in the volume or pattern of aircraft traffic or aircraft noise, by all existing or future types of aircraft, up to and including the AELUP for JW A Years 1990/2005 Grant of Avigation Easement DOCSOC/] II0339v7/24579-0001 E-2 75B-141 "Project Case" noise contours (as depicted in the AELUP for JW A, Appendix D) plus 1.5 dB CNEL, including the imposition on the surface of the Subject Property and on any and all structures on the Subject Property of such noise, vibration, fumes, fuel particles, dust, discomfort or other environmental effects incident to such aircraft operations and any and all resulting annoyance, nuisance, inconvenience, taking of or damage to the Subject Property, or any portion of the Subject Property, or other interference with the use and enjoyment of the Subject Property and any consequent reduction in market value. This A vigation Easement shall continue notwithstanding any future changes or increases in the type, volume, frequency, duration, or location of operations to, from or at JWA up to and including the AELUP for JWA Years 1990/2005 "Project Case" noise contours (as depicted in the AELUP for JW A, Appendix D) plus 1.5 dB CNEL. This A vigation Easement also includes all things that may be alleged to be incident to or resulting from the use and enjoyment of this Easement, including, but not limited to, the Grantee's continuing right to prevent, prohibit, clear and keep clear from the Airspace above the Property any buildings, portions of buildings, structures or improvements of any kind, and of trees, vegetation, or other objects that may cause interference with aircraft navigation and/or operations at JW A, including the right to remove or demolish those portions of such buildings, structures, improvements, trees, vegetation, or other objects which extend into the Airspace and, in the reasonable judgment of the Grantee, may cause interference with aircraft navigation and/or operations at JW A, and, at the reasonable discretion of the Grantee, the right to mark and light, or cause or require to be marked and lighted, as obstructions or hazards to air navigation or aircraft operations, any and all buildings, structures, or other improvements, and trees, vegetation, or other objects, which extend into the Airspace above the Property. This A vigation Easement also includes the Grantee's right of ingress to, passage within, and egress from the Property to inspect the Property, improvements or vegetation of any type on the Property and, to remove any building, structure, other improvement, tree or vegetation (or portion thereof) which extends into the Airspace in violation of this Section, or to install such lighting, or marking of any such improvement or yegetation as permitted by this Section; and for all other purposes described in this Section at reasonable times and after reasonable notice. Grantee shall use reasonable efforts to minimize any disturbance of the occupants of the Subject Property in exercising its rights hereunder. If any building, structure, other improvement, tree or vegetation (or portion thereof) extends into the Airspace in violation of this A vigation Easement, Grantee shall so notify Grantor, or its successors, of such violation and the requested corrective measure, which may include, but not be limited to, the installation of such lighting, or marking of any such improvement or vegetation, as required by law. If the Grantor, or its successors, do not correct such violation within thirty (30) days, or such shorter time period as may be required by Grantee due to an emergency or some other circumstance requiring more immediate action, the Grantee shall have the right of ingress to, passage within, and egress from the Property to remove any building, structure, other improvement, tree or vegetation (or portion thereof) which extends into the Airspace in violation of this A vigation Easement, or to install such lighting, or marking of any such improvement or vegetation, as required by law or as reasonably required by Grantee. The cost to remove any building, structure, other improvement, tree or vegetation (or portion thereof) which extends into the Airspace in violation of this A vigation Easement, or to install such lighting, or marking of any such improvement or vegetation as permitted by Section 7; and for all other purposes described Section 7 shall be borne exclusively by Grantor. As used in this Avigation Easement, the term "aircraft" shall mean any and all types of aircraft, whether now in existence or hereafter manufactured and developed, to include, but not be limited to, jet aircraft, propeller drawn aircraft, aircraft powered by other means, civil aircraft, Grant of Avigation Easement DOCSOC/1110339v7/24579-0001 E-3 75B-142 military aircraft, commercial aircraft, helicopters and all types of aircraft or vehicles now in existence or hereafter developed for the purpose of transporting persons or property through the air, by whomever owned or operated. As used in this A vigation Easement, the term "Airspace" shall mean the entire area above those certain imaginary surfaces over the ground surface of the Property that are within the Federal Aviation Regulations ('''FAR'') Part 77 Surfaces, as specified in Advisory Circulars 70/7460-2K (height criteria) and 70/7460-1H (standards for marking and lighting) and any and all successor revisions or regulations by the Federal Aviation Administration, any successor agency, or any other agency of the federal, state or local government of the United States of America exercising comparable authority except that additional area below those certain imaginary surfaces over the ground surface of the Property particularly described in Exhibit "A" attached hereto. It is expressly intended by Grantor and the City that this A vigation Easement shall not supersede or impair any existing prescriptive, avigation, or other easements, rights, or interests of the City, in or applicable to the Subject Property, if any, all of which easements, rights, interests, and any remedies related thereto are expressly reserved by the City. In furtherance of this A vigation Easement, and rights herein granted, Grantor, and the heirs, administrators, executors, agents, successors, and assigns of Grantor, hereby covenant at all times hereafter, that it/they will not take any action or knowingly cause any electronic, light or other transmissions or emissions, construct or grow any obstruction, or discharge any fumes, dust or smoke on the Subject Property which would conflict or interfere with or infringe on the City's rights herein granted, or to otherwise impair the usability or function of JW A. The rights, easements, benefits, restrictions, covenants and agreements granted herein, including this A vigation Easement, shall continue notwithstanding any increase or other change in the type, boundaries, volume of operations, frequency, duration, noise, or pattern, location of air traffic to, from or at JW A. This A vigation Easement may not be modified, amended, terminated, or abandoned except by execution and delivery of an instrument executed and acknowledged by the City, or its agents, successors, and assigns, and Grantor agree(s) that, in the absence of such an instrument, no conduct or use of the Subject Property by Grantor for any period of time shall be construed to establish prescriptive rights in Grantor or its successors or assigns, nor shall any conduct by the City, or its agents, successors and assigns, or increase, diminution, or change in use of this A vigation Easement, or the operation or use of JW A by Grantee constitute an overburdening of this Avigation Easement or a termination or abandonment of this Avigation Easement. Construction of the "MacArthur Place" project (the "Project") at the Subject Property will require the use of construction cranes and related construction equipment. For purposes of this A vigation Easement, the City will not consider the temporary utilization of the construction cranes and related construction equipment that have a height that exceeds JW AFAR Part 77 imaginary surfaces as an encroachment on or in violation of this A vigation Easement, provided that all of the following apply: The Federal Aviation Administration ("FAN') has conducted any required aeronautical study of the proposed object(s) pursuant to FAA Order 7400.2E, and any and all successor revisions or regulations, and has issued a "Determination of No Hazard to Air Navigation" for the proposed objects; and Grant of Avigation Easement DOCSOCIII I0339v7/24579-0001 E-4 75B-143 All conditions recommended by the FAA in its "Determination of No Hazard to Air Navigation" are complied with, consistent with FAA standards and requirements. Extraordinary maintenance and repair activities (e.g., boiler replacement, fayade replacement, elevator equipment replacement, cooling tower replacement, seismic damage repair) may be required after construction of the Project. For purposes of this Avigation Easement, the City will not consider these types of extraordinary maintenance and repair activities as encroachment(s) on, or violations of, this Avigation Easement, provided that all of the following apply: The FAA has conducted any required aeronautical study of the proposed object(s) required to be utilized during the extraordinary maintenance and repair activities pursuant to FAA Order 7400.2E, and any and all successor revisions or regulations, and has issued a "Determination of No Hazard to Air Navigation" for the proposed objects; and All conditions recommended by the FAA in its "Determination of No Hazard to Air Navigation" are complied with, consistent with FAA standards and requirements. In the event of any disaster or other casualty directed against or affecting the building(s) located on the Subject Property which damages or destroys the building(s), Grantor shall be entitled to demolish, reconstruct, repair or replace the building(s) on the terms set forth above in Section 14 ofthis Avigation Easement, subject to any required FAA determination(s) and recommendation(s). The parties to this A vigation Easement acknowledge and agree that the easement, and all the rights, easements, benefits, restrictions, covenants and agreements set forth herein shall run with the land of the Grantor and the City, and any grantee, heir, agent, successor or assign of the Grantor who acquires any estate or interest in or right to use the Subject Property shall be bound by this A vigation Easement for the benefit of JW A and the City, and its agents, successors and assigns, including, without limitation, the tenants and licensees of the City, and all users of JW A. This A vigation Easement and all rights pertaining hereto is hereby vested in the Grantee, its successors and assigns, forever and without limit in time, and shall be binding upon and inure to the benefit of the successors and assigns of Grantor. Grantor, and the grantees, heirs, agents, successors, and assigns of Grantor, hereby fully waive and forever release, and covenant not to assert or bring any right or cause of action, which it or they might now have, or which it or they may have in the future, against the City, its agents, successors, and assigns, or against the tenants, licensees, permittees, or users of JW A, caused by or relating to the use of this A vi gati on Easement or the exercise of rights under this A vigation Easement. This grant of this easement shall not operate to deprive the Grantor, its heirs, agents, successors, and assigns, of any rights which may from time to time arise against any air carrier or private operator for negligent or unlawful operation of aircraft. In the event that anyone or more covenant, condition, right or other provision contained in this A vigation Easement is held to be invalid, void, or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this A vigation Easement and shall in no way affect, impair, or invalidate any other covenant, condition, right or other provision contained in this A vigation Easement. This A vigation Easement constitutes an enforceable restriction pursuant to the provisions of California law, including, but not limited to, Section 21652 of the California Public Utilities Code, Grant of Avigation Easement DOCSOC/ll10339v7/24579-0001 E-5 75B-144 and shall bind Grantor and the grantees, heirs, administrators, executors, lessees, tenants, permittees, agents, successors, and assigns of Grantor(a), and each and all of them, and shall be appurtenant to, and for the benefit of, the real property commonly known as JW A, which is more particularly described in Attachment No.2 attached hereto. Dated: ,2005 GRANTOR: THE GRAND PLAN 2, LLC, a California limited liability company By: Name: Title: Grant of Avigation Easement DOCSOC/lI 10339v7/24579-000l E-6 75B-145 ATTACHMENT NO. 1 TO EXHIBIT E SUBJECT PROPERTY DESCRIPTION Grant of Avigation Easement DOCSOC/II I0339v7/24579-0001 Attachment No. 1-1 to Exhibit E 75B-146 Grant of Avigation Easement DOCSOC/III0339v7/24579-0001 ATTACHMENT NO.2 TO EXHIBIT E JW A PROPERTY DESCRIPTION Attachment No. 2-1 to Exhibit E 75B-147 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in the real property conveyed by the Easement Deed dated from THE GRAND PLAN 2, LLC to the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, is hereby accepted by the undersigned officer or agent on behalf of the City Council pursuant to authority conferred by Ordinance No. NS-2352 and Section No. 33-55 of the Santa Ana Municipal Code adopted by the City Council on June 1, 1998, in compliance with California Government Code Section 27281 and the grantee consents to recordation thereof by its duly authorized officer. Dated: CITY OF SANTA ANA By: Name: Title: City Manager Grant of Avigation Easement DOCSOCIlI 10339v7/24579-000l Certificate of Acceptance 75B-148 ACKNOWLEDGMENT STATE OF CALIFORNIA) ) ss. COUNTY OF ORANGE ) On , 20_, before me personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature Grant of Avigation Easement DOCSOC/1110339v7/24579-000l Acknowledgment 75B-149 EXHIBIT F LAKE IMPROVEMENTS 1. Exercise path with markers 2. Upgraded/enhanced landscaping around the Lake with large water oriented shade trees 3. Dancing water jets in the Lake 4. An amphitheatre on the green (back side of the Lake Towers facing the lake) 5. A terraced pedestrian plaza at the base of the Lake Towers F-l DOCSOC/ll10339v7/24579-0001 75B-150 KO- 6/15/05 RESOLUTION NO. 2005-064 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2005-10 AS CONDITIONED FOR THE LAKE TOWERS RESIDENTIAL PROJECT; CONDITIONAL USE PERMIT NO. 2005-11 AS CONDITIONED FOR THE CINEMA TOWER AND LOFT RESIDENTIAL PROJECTS; CONDITIONAL USE PERMIT NO. 2005- 12 AS CONDITIONED FOR THE CINEMA RETAIL PROJECT; CONDITIONAL USE PERMIT NO. 2005-13 AS CONDITIONED FOR THE CINEMA RESTAURANT PROJECT; CONDITIONAL USE PERMIT NO. 2005-15 AS CONDITIONED FOR THE INTEGRAL RESIDENTIAL PROJECT; VESTING TENTATIVE TRACT MAP NO. 2005-02 (COUNTY MAP NO. 16621) AS CONDITIONED FOR THE INTEGRAL PROJECT; VESTING TENTATIVE TRACT MAP NO. 2005-03 (COUNTY MAP NO. 16622) AS CONDITIONED FOR THE CINEMA TOWER AND LOFT PROJECTS; VESTING TENTATIVE TRACT MAP NO. 2005-04 (COUNTY MAP NO. 16626) AS CONDITIONED FOR THE LAKE TOWERS PROJECT; VARIANCE NO. 2005-05 AS CONDITIONED TO ALLOW A REDUCTION IN SETBACKS FOR THE LAKE TOWERS PROJECT; VARIANCE NO. 2005-07 AS CONDITIONED FOR A REDUCTION IN PARKING AND TO ALLOW TANDEM PARKING FOR THE LAKE TOWERS PROJECT; VARIANCE NO. 2005-10 AS CONDITIONED FOR A REDUCTION IN PARKING FOR THE CINEMA RESIDENTIAL, RETAIL AND RESTAURANT USES AND TO ALLOW TANDEM PARKING; AND VARIANCE NO. 2005-12 AS CONDITIONED FOR A REDUCTION IN PARKING AND TO ALLOW TANDEM PARKING FOR THE INTEGRAL CONDOMINIUM PROJECT FOR THE PROPERTIES LOCATED AT 1, 9 AND 10 EAST HUTTON CENTRE DRIVE AND 101 EAST SANDPOINTE AVENUE. 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. The Applicant is requesting approval of an amendment application, five conditional use permits, a development agreement, three tentative tract maps and four variances to allow the construction of three residential high rise buildings with 500 condominium units, a four to six-story condominium project with 276 units, a five story mixed-use building with 15 residential units and 10,000 square feet of office space and 14,000 square feet of retail and restaurant spaces at 1, 9 and 10 East Hutton Centre Drive and 101 East Sandpointe Avenue. 75B-151 Resolution No. 2005-064 Page 1 of 28 B. On May 23, 2005, the Planning Commission held a duly noticed public hearing and unanimously voted to recommend that the City Council: 9. 11. 12. 13. Resolution No. 2005-064 Page 2 of 28 1. Adopt a resolution certifying Final Environmental Impact Report No. 2004-02 and approve the mitigation monitoring program and statement of overriding considerations for the MacArthur Place South project. Adopt an ordinance approving Amendment Application No. 2005-01. 2. 3. Adopt an ordinance approving Development Agreement No. 2005- 02. 4. Adopt a resolution approving Conditional Use Permit No. 2005-10 as conditioned for the Lake Towers residential project. 5. Adopt a resolution approving Conditional Use Permit No. 2005-11 as conditioned for the Cinema Tower and Loft residential projects. 6. Adopt a resolution approving Conditional Use Permit No. 2005-12 as conditioned for the Cinema Retail project. Adopt a resolution approving Conditional Use Permit No. 2005-13 as conditioned for the Cinema Restaurant project. Adopt a resolution approving Conditional Use Permit No. 2005-15 as conditioned for the Integral residential project. 7. 8. 10. Adopt a resolution approving Vesting Tentative Tract Map No. 2005- 02 (County Map No. 16621) as conditioned for the Integral project. Adopt a resolution approving Vesting Tentative Tract Map No. 2005- 03 (County Map No. 16622) as conditioned for the Cinema Tower and Loft projects. Adopt a resolution approving Vesting Tentative Tract Map No. 2005- 04 (County Map No. 16626) as conditioned for the Lake Towers project. Adopt a resolution approving Variance No. 2005-05 as conditioned to allow a reduction in setbacks for the Lake Towers project. Adopt a resolution approving Variance No. 2005-07 as conditioned for a reduction in parking and tandem parking for the Lake Towers project. 75B-152 14. Adopt a resolution approving Variance No. 2005-10 as conditioned for a reduction in parking for the Cinema residential, retail and restaurant uses and to allow tandem parking. 15. Adopt a resolution approving Variance No. 2005-12 as conditioned for a reduction in parking and to allow tandem parking for the Integral condominium project. C. On June 20, 2005 the City Council of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral. D. Conditional Use Permit No. 2005-10 has been filed with the City of Santa Ana seeking to allow the construction of the Lake Towers, two 25-story high-rise buildings located at 10 Hutton Centre Drive. These two towers will contain a total of 349 condominium units. The North Tower will contain 174 for-sale units, with the South Tower containing 175 for-sale units. The Lake Towers will incorporate two above-grade parking levels and two subterranean levels of parking, which will provide 807 parking stalls. 1. Pursuant to SD-76, multi-family residential uses are permitted subject to the issuance of a Conditional Use Permit. 2. Santa Ana Municipal Code Section 41-638 authorizes the City Council to grant a conditional use permit upon making certain findings. i. Will the proposed use provide a service or facility which will contribute to the general well being of the neighborhood or community? The proposed multi-family residential use (Lake Towers) at 10 East Hutton Centre will provide a service to the community by providing for-sale, high-quality residential housing stocks that will enhance the property values of the surrounding neighborhoods. Conditions of approval have been included to ensure the quality and the attractiveness of the overall design which will contribute to the general well being of the community. ii. Will the proposed use under the circumstances of the particular case be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity? The proposed multi-family residential use, in conjunction with the rest of the MacArthur Place South development, will not be detrimental to persons residing 75B-153 Resolution No. 2005-064 Page 3 of 28 Resolution No. 2005-064 Page 4 of 28 and working in the area. The short-term and long-term unavoidable adverse impacts identified in Environmental Impact Report No. 2004-02 pertaining to aesthetics, air quality, and traffic and transportation can be addressed through the adoption of Statement of Overriding Considerations by the City Council to balance the economic, legal, social, and technological and/or other benefits of this project against the unavoidable environmental impacts. Any other negative or adverse impacts will be mitigated through mitigation measures identified in Environmental Impact Report No. 2004-02. Hi. Will the proposed use adversely affect the present economic stability or future economic development of properties surrounding the area? The proposed multi-family residential project will not adversely affect the economic stability of the area. The multi-family residential component will provide a customer base to the retail and restaurant uses, which will reinforce the economic viability of the project and will assist in identifying Hutton Centre as a viable mixed-use community. IV. Will the proposed use comply with the regulations and conditions specified in Chapter 41 for such use? The project will be in compliance with all applicable provisions of Chapters 34 and 41 of the Santa Ana Municipal Code as well as the provisions of the Specific Development No. 76 (SD-76) zoning district except for the parking, tandem parking and setback requirements. Three variances are required to deviate from these standards. v. Will the proposed use adversely affect the General Plan or any specific plan of the City? The proposed project will not adversely affect the General Plan as multi-family residential development and ancillary uses are conditionally permitted within the SD-76 zoning district. Further, General Plan Land Use Element Policy 1.3 supports high-density residential development within the City's District Centers as a part of a master-planned mixed-use development. Also, Policy 75B-154 1.4 promotes the maintenance and fostering of a variety of residential land uses in the city. E. Conditional Use Permit No. 2005-11 has been filed with the City of Santa Ana seeking to allow the construction of the Cinema Tower/Loft Buildings located at 9 Hutton Centre Drive. Cinema Tower includes a 25-story high- rise tower that will contain 150 for-sale condominium units. The loft building is a mixed-use structure that will be located along Hutton Centre Drive, just south of the Cinema Tower. This building will be six-stories in height and will contain 15 residential units on the first four levels and approximately 10,000 square feet of office space on the upper two levels. The loft building will contain the amenity areas for use by both residential buildings. 1. Pursuant to SD-76, multi-family residential uses are permitted subject to the issuance of a Conditional Use Permit. 2. Santa Ana Municipal Code Section 41-638 authorizes the City Council to grant a conditional use permit upon making certain findings. i. Will the proposed use provide a service or facility which will contribute to the general well being of the neighborhood or community? The proposed multi-family residential use (Cinema Tower/Loft Building) at 9 East Hutton Centre will provide a service to the community by providing for- sale, high-quality residential housing stocks that will enhance the property value of the surrounding neighborhoods. Conditions of approval have been included to ensure the quality and the attractiveness of the overall design which will contribute to the general well being of the community. ii. Will the proposed use under the circumstances of the particular case be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity? The proposed multi-family residential use (Cinema Tower/Loft Building) at 9 East Hutton Centre in conjunction with the rest of the MacArthur Place South development will not be detrimental to persons residing and working in the area. The short-term and long-term unavoidable adverse impacts identified in Environmental Impact Report No. 2004-02 as it pertains to aesthetics, air quality, and traffic and transportation, a statement of Overriding Considerations could be 75B-155 Resolution No. 2005-064 Page 5 of 28 issued by decision makers to balance the economic, legal, social, and technological and/or other benefits of this project against the unavoidable environmental impacts. Any other negative or adverse impacts will be mitigated through mitigation measures identified in Environmental Impact Report No. 2004-02. iii. Will the proposed use adversely affect the present economic stability or future economic development of properties surrounding the area? The proposed multi-family residential use (Cinema Tower/Loft Building) at 9 East Hutton Centre will not adversely affect the economic stability within the MacArthur Place South development area. The multi- family residential component will provide customer base to the retail and restaurant uses, which will reinforce the economic viability of the project and will assist in identifying the entire Hutton Centre as a viable mixed-use community. iv. Will the proposed use comply with the regulations and conditions specified in Chapter 41 for such use? The project will be in compliance with all applicable provisions of Chapters 34 and 41 of the Santa Ana Municipal Code as well as the provisions of SD-76 zoning district except for the parking, and tandem parking. Two variances are required to deviate from these standards. v. Will the proposed use adversely affect the General Plan or any specific plan of the City? The proposed project will not adversely affect the General Plan as multi-family residential development and ancillary uses are conditionally permitted within SD-76 zoning district. The General Plan Land Use Element Policy 1.3 states high-density residential development within the City's District Centers as a part of a master-planned mixed-use development is supported. Also Policy 1.4 promotes the maintenance and fostering of a variety of residential/and uses in the city. F. Conditional Use Permit No. 2005-12 has been filed with the City of Santa Ana seeking to allow the construction of the retail building located at 9 Hutton Centre, which is approximately 14,000 square feet in size. This Resolution No. 2005-064 Page 6 of 28 75B-156 building will include approximately 8,500 square feet of space for two restaurants and 5,300 square feet of floor area for three retail tenants. 1. Pursuant to SD-76, retail and service uses are permitted subject to the issuance of a Conditional Use Permit. 2. Santa Ana Municipal Code Section 41-638 authorizes the City Council to grant a conditional use permit upon making certain findings. I. Will the proposed use provide a service or facility which will contribute to the general well being of the neighborhood or community? The proposed retail and service uses at 9 East Hutton Centre in conjunction with the rest of the MacArthur Place South development will provide a service to the residents and office employees without leaving the site. Conditions of approval have been included to ensure the quality and the attractiveness of the overall design that will contribute to the general well being of the community. ii. Will the proposed use under the circumstances of the particular case be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity? The proposed retail and service uses at 9 East Hutton Centre in conjunction with the rest of the MacArthur Place South development will not be detrimental to persons residing and working in the area. The short- term and long-term unavoidable adverse impacts identified in Environmental Impact Report No. 2004-02 as it pertains to aesthetics, air quality, and traffic and transportation, a statement of Overriding Considerations could be issued by decision makers to balance the economic, legal, social, and technological and/or other benefits of this project against the unavoidable environmental impacts. Any other negative or adverse impacts will be mitigated through mitigation measures identified in Environmental Impact Report No. 2004-02. iii. Will the proposed use adversely affect the present economic stability or future economic development of properties surrounding the area? 75B-157 Resolution No. 2005-064 Page 7 of 28 The proposed retail and services use will be situated within the Cinema Tower site at 9 Hutton Centre. The retail and service use component will provide a service to the residents to the residents and office employees, which will reinforce the economic viability of the project and will assist in identifying the entire Hutton Centre as a viable mixed-use community. iv. Will the proposed use comply with the regulations and conditions specified in Chapter 41 for such use? The project will be in compliance with all applicable provisions of Chapters 34 and 41 of the Santa Ana Municipal Code as well as the provisions of the SD-76 zoning district except for the parking, and tandem parking. Two variances are required to deviate from these standards. v. Will the proposed use adversely affect the General Plan or any specific plan of the City? The proposed retail and service uses will not adversely affect the General Plan as retail and service uses are conditionally permitted uses within SD-76 zoning designation. The General Plan Land Use Element Policy 2.2 supports commercial lad uses in adequate amounts to accommodate the City's needs for goods and services. Further, Policy 4.3 of the Land Use Element supports land uses that provide community and regional economic and service benefit. G. Conditional Use Permit No. 2005-13 has been filed with the City of Santa Ana seeking to allow the construction of the retail building located at 9 East Hutton Centre Drive, which includes approximately 8,500 square feet of space for two restaurants and will be located north of the Cinema Tower along MacArthur Boulevard. 1. Pursuant to SD-76, full service cafes and restaurants are permitted subject to the issuance of a Conditional Use Permit. 2. Santa Ana Municipal Code Section 41-638 authorizes the City Council to grant a conditional use permit upon making certain findings. I. Will the proposed use provide a service or facility which will contribute to the general well being of the neighborhood or community? Resolution No. 2005-064 Page 8 of 28 75B-158 The proposed full service cafes and restaurants will provide a service to the community by providing additional dining opportunities in the area. This amenity will provide a service and convenience to the persons residing or working in the vicinity and reinforce the economic viability of the entire project. ii. Will the proposed use under the circumstances of the particular case be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity? The proposed full service cafes and restaurants at 9 East Hutton Centre in conjunction with the rest of the MacArthur Place South development will not be detrimental to persons residing and working in the area. The short-term and long-term unavoidable adverse impacts identified in Environmental Impact Report No. 2004-02 as it pertains to aesthetics, air quality, and traffic and transportation, a statement of Overriding Considerations could be issued by decision makers to balance the economic, legal, social, and technological and/or other benefits of this project against the unavoidable environmental impacts. Any other negative or adverse impacts will be mitigated through mitigation measures identified in Environmental Impact Report No. 2004-02. iii. Will the proposed use adversely affect the present economic stability or future economic development of properties surrounding the area? The proposed full service cafes and restaurants will generate City tax revenue and employment in the community. The full service cafes and restaurants will provide dining services that compliment surrounding businesses and residents. As conditioned, the full service cafes and restaurants will not adversely affect economic development or stability of the area but will assist in identifying the project as a viable residential community. iv. Will the proposed use comply with the regulations and conditions specified in Chapter 41 for such use? The project will be in compliance with all applicable provisions of Chapters 34 and 41 of the Santa Ana Municipal Code as well as the provisions of the SD-76 75B-159 Resolution No. 2005-064 Page 9 of 28 zoning district except for the parking, and tandem parking. Two variances are required to deviate from these standards. The use will also comply with all applicable County and State provisions, including health codes and ADA requirements. v. Will the proposed use adversely affect the General Plan or any specific plan of the City? The proposed full service cafes and restaurants are in an area designated District Center (DC) in the General Plan. The use is consistent with the General Plan and SD-76 zoning district. The General Plan Land Use Element Policy 2.2 supports commercial lad uses in adequate amounts to accommodate the City's needs for goods and services. Further, Policy 4.3 of the Land Use Element supports land uses that provide community and regional economic and service benefit. H. Conditional Use Permit No. 2005-15 has been filed with the City of Santa Ana seeking to allow the construction of a mid-rise condominium development located at 1 East Hutton Centre Drive and 101 East Sandpointe Avenue. The development will consist of 276 for sale condominium units that are situated within three separate buildings. The project will incorporate one ground level and one subterranean level of parking that will contain 640 parking stalls. 1. Pursuant to SD-76, multi-family residential uses are permitted subject to the issuance of a Conditional Use Permit. 2. Santa Ana Municipal Code Section 41-638 authorizes the City Council to grant a conditional use permit upon making certain findings. I. Will the proposed use provide a service or facility which will contribute to the general well being of the neighborhood or community? The proposed multi-family residential use (the Integral condominiums) at 1 East Hutton Centre Drive and 101 East Sandpointe Avenue will provide a service to the community by providing for-sale, high-quality residential housing stocks that will enhance the property value of the surrounding neighborhoods. Conditions of approval have been included to ensure the quality and the attractiveness of the overall design which will contribute to the general well being of the community. Resolution No. 2005-064 Page 10 of 28 75B-160 ii. Will the proposed use under the circumstances of the particular case be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity? The proposed multi-family residential use in conjunction with the rest of the MacArthur Place South development will not be detrimental to persons residing and working in the area. The short-term and long-term unavoidable adverse impacts identified in Environmental Impact Report No. 2004-02 as it pertains to aesthetics, air quality, and traffic and transportation, a statement of Overriding Considerations could be issued by decision makers to balance the economic, legal, social, and technological and/or other benefits of this project against the unavoidable environmental impacts. Any other negative or adverse impacts will be mitigated through mitigation measures identified in Environmental Impact Report No. 2004-02. iii. Will the proposed use adversely affect the present economic stability or future economic development of properties surrounding the area? The proposed condominium project will not adversely affect the economic stability within the MacArthur Place South development area. The multi-family residential component will provide customer base to the retail and restaurant uses, which will reinforce the economic viability of the project and will assist in identifying the entire Hutton Centre as a viable mixed-use community. iv. Will the proposed use comply with the regulations and conditions specified in Chapter 41 for such use? The project will be in compliance with all applicable provisions of Chapters 34 and 41 of the Santa Ana Municipal Code as well as the provisions of the SD-76 zoning district except for the parking, and tandem parking. Two variances are required to deviate from these standards. v. Will the proposed use adversely affect the General Plan or any specific plan of the City? The proposed project will not adversely affect the General Plan as multi-family residential development and ancillary uses are conditionally permitted within 75B-161 Resolution No. 2005-064 Page 11 of 28 SD-76 zoning district. Policy 1.3 of the General Plan Land Use Element encourages high-density residential development within the City's District Centers. Also, Policy 1 .4 promotes the maintenance and fostering of a variety of residential land uses in the city. I. Vesting Tentative Tract Map No. 2005-02 has been filed seeking approval of a vesting tentative tract map for the property located at 9 Hutton Centre (Cinema Tower/loft Building) for condominium purposes. 1. To adopt a Vesting Tentative Tract Map, California Government Code Section 66474 requires the following findings: I. The proposed project, as conditioned, and its design and improvements are consistent with the District Center land use designation of the General Plan and are otherwise consistent with all other elements of the General Plan and any applicable specific plans. The proposed subdivision, Vesting Tentative Tract Map No. 2005-02 is consistent with the District Center land use designation and density prescribed and all other elements of the General Plan. This project is not located within any specific plan area of the city. ii. The proposed project, as conditioned, conforms to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances. Resolution No. 2005-064 Page 12 of 28 The proposed subdivision conforms to the minimum condominium requirements, as well as meets the letter and intent of the State of California Subdivision Map Act Provisions. Vesting Tentative Tract Map No. 2005- 02 is in keeping with the Site Plan Review (Development Project No. 2003-77, 78, 79 and 80) and Chapter 34 and 41 of the Santa Ana Municipal Code. Covenants, Conditions and Restrictions (CC&Rs) are required for the project, which need to be approved by the City prior to City Council approval of the final map. iii. The project site is physically suitable for the type and density of the proposed project. The proposed site consists of approximately three acres of land within SD-76, which is physically suitable for the residential development as proposed. Access to the site will occur on Hutton Centre Drive for 75B-162 automobiles. There are no physical constraints on the site to preclude development. iv. 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. An Environmental Impact Report was prepared pursuant to the California Environment Quality Act for the project. The project site 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. v. The design or improvements of the proposed project will not cause serious public health problems. The proposed subdivision will not have any detrimental effects upon the general public. The short-term and long-term unavoidable adverse impacts identified in Environmental Impact Report No. 2004-02 as it pertains to aesthetics, air quality, and traffic and transportation, a statement of Overriding Considerations could be issued by decision makers to balance the economic, legal, social, and technological and/or other benefits of this project against the unavoidable environmental impacts. Any other negative or adverse impacts will be mitigated through mitigation measures identified in Environmental Impact Report No. 2004-02. vi. The design or improvements of the proposed project will not conflict with easements necessary for public access through or use of the property within the proposed project. There is no easement for public access on this property, therefore the proposed project will not conflict with easements necessary for public access through or use of the property. Public access will be provided from East Hutton Centre Drive, MacArthur Boulevard and East Sandpointe Avenue. J. Vesting Tentative Tract Map No. 2005-03 has been filed seeking approval of a vesting tentative tract map for the property located at 10 East Hutton Centre Drive (Lake Towers) for condominium purposes. 75B-163 Resolution No. 2005-064 Page 13 of 28 1. To adopt a Vesting Tentative Tract Map, California Government Code Section 66474 requires the following findings: I. The proposed project, as conditioned, and its design and improvements are consistent with the District Center land use designation of the General Plan and are otherwise consistent with all other elements of the General Plan and any applicable specific plans. Resolution No. 2005-064 Page 14 of 28 The proposed subdivision, Vesting Tentative Tract Map No. 2005-03 is consistent with the District Center land use designation and density prescribed and all other elements of the General Plan. This project is not located within any specific plan area of the city. ii. The proposed project, as conditioned, conforms to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances. The proposed subdivision conforms to the minimum condominium requirements, as well as meets the letter and intent of the State of California Subdivision Map Act Provisions. Vesting Tentative Tract Map No. 2005- 03 is in keeping with the Site Plan Review (Development Project No. 2003-77, 78, 79 and 80) and Chapter 34 and 41 of the Santa Ana Municipal Code. Covenants, Conditions and Restrictions (CC&Rs) are required for the project, which need to be approved by the City prior to City Council approval of the final map. iii. The project site is physically suitable for the type and density of the proposed project. The proposed site consists of approximately 2.8 acres of land within SD-76, which is physically suitable for the residential development as proposed. Access to the site will occur on East Hutton Centre Drive for automobiles. There are no physical constraints on the site to preclude development. iv. 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. An Environmental Impact Report was prepared pursuant to the California Environment Quality Act for the project. The project site is located in an urbanized area, and there are no known fish or wildlife 75B-164 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. v. The design or improvements of the proposed project will not cause serious public health problems. The proposed subdivision will not have any detrimental effects upon the general public. The short-term and long-term unavoidable adverse impacts identified in Environmental Impact Report No. 2004-02 as it pertains to aesthetics, air quality, and traffic and transportation, a statement of Overriding Considerations could be issued by decision makers to balance the economic, legal, social, and technological and/or other benefits of this project against the unavoidable environmental impacts. Any other negative or adverse impacts will be mitigated through mitigation measures identified in Environmental Impact Report No. 2004-02. vi. The design or improvements of the proposed project will not conflict with easements necessary for public access through or use of the property within the proposed project. There is no easement for public access on this property, therefore the proposed project will not conflict with easements necessary for public access through or use of the property. Public access will be provided from East Hutton Centre Drive, MacArthur Boulevard and East Sandpointe Avenue. K. Vesting Tentative Tract Map No. 2005-04 has been filed seeking approval of a vesting tentative tract map for the property located at 1 East Hutton Centre Drive and 101 East Sandpointe Avenue (Integral project) for condominium purposes. 1. To adopt a Vesting Tentative Tract Map, California Government Code Section 66474 requires the following findings: i. The proposed project, as conditioned, and its design and improvements are consistent with the District Center land use designation of the General Plan and are otherwise consistent with all other elements of the General Plan and any applicable specific plans. The proposed subdivision, Vesting Tentative Tract Map No. 2005-04 is consistent with the District Center land 75B-165 Resolution No. 2005-064 Page 15 of 28 Resolution No. 2005-064 Page 16 of 28 use designation and density prescribed and all other elements of the General Plan. This project is not located within any specific plan area of the city. ii. The proposed project, as conditioned, conforms to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances. The proposed subdivision conforms to the minimum condominium requirements, as well as meets the letter and intent of the State of California Subdivision Map Act Provisions. Vesting Tentative Tract Map No. 2005- 04 is in keeping with the Site Plan Review (Development Project No. 2003-77, 78, 79 and 80) and Chapter 34 and 41 of the Santa Ana Municipal Code. Covenants, Conditions and Restrictions (CC&Rs) are required for the project, which need to be approved by the City prior to City Council approval of the final map. iii. The project site is physically suitable for the type and density of the proposed project. The proposed site consists of approximately four acres of land within SD-76, which is physically suitable for the residential development as proposed. Access to the site will occur on East Sandpointe Avenue and an internal driveway for automobiles. There are no physical constraints on the site to preclude development. iv. 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. An Environmental Impact Report was prepared pursuant to the California Environment Quality Act for the project. The project site 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. v. The design or improvements of the proposed project will not cause serious public health problems. The proposed subdivision will not have any detrimental effects upon the general public. The short-term and 75B-166 long-term unavoidable adverse impacts identified in Environmental Impact Report No. 2004-02 as it pertains to aesthetics, air quality, and traffic and transportation, a statement of Overriding Considerations could be issued by decision makers to balance the economic, legal, social, and technological and/or other benefits of this project against the unavoidable environmental impacts. Any other negative or adverse impacts will be mitigated through mitigation measures identified in Environmental Impact Report No. 2004-02. vi. The design or improvements of the proposed project will not conflict with easements necessary for public access through or use of the property within the proposed project. There is no easement for public access on this property, therefore the proposed project will not conflict with easements necessary for public access through or use of the property. Public access will be provided from East Hutton Centre Drive, MacArthur Boulevard and East Sandpointe Avenue. L. Applicant has requested approval of Variance No. 2005-05 to reduce the required building setback on Hutton Centre Loop from 10 feet to a minimum setback of 7 feet, with an average setback of 12 feet, six inches for the property located at 10 East Hutton Centre Drive (Lake Towers). 1. SD-76 requires that all building maintain a setback of 10 feet on Hutton Centre Loop. 2. The City Council determines that the following findings which must be established, pursuant to Santa Ana Municipal Code Section 41- 638, in order to grant a variance, have been established: i. That because of special circumstances applicable to the subject property, including size, shape, topography, location or surroundings, that the strict application of the zoning ordinance is found to deprive the subject property of privileges not otherwise at variance with the intent and purpose of the provisions of this Chapter. The MacArthur Place South site is a contained site surrounded by existing commercial and residential developments. The setback reduction is necessary due to the design restrictions of the high-rise residential towers. The setback variance will allow the applicant the ability to create pedestrian linkages among the 75B-167 Resolution No. 2005-064 Page 17 of 28 Resolution No. 2005-064 Page 18 of 28 various land uses within SD-76 and to encourage the "urban edge" design concept by providing reduced setback along East Hutton Centre Drive. Further, the objectives of SD-76 promotes a visually harmonious development as viewed both internally and externally and to provide landscaping that is appropriate to the level of development and to encourage flexibility in development while achieving overall City and community goals. ii. That the granting of a variance is necessary for the preservation and enjoyment of one or more substantial property rights. The granting of the setback variance will preserve the property owner's ability to develop the property within a well-designed mixed-use community that is consistent with the SD-76 zoning district. Upgraded architectural materials and landscape palette will be incorporated throughout the proposed MacArthur Place South development to compensate the reduced setbacks. iii. That the granting of a variance will not be materially detrimental to the public welfare or injurious to surrounding property. The granting of the setback variance will not be materially detrimental to the public welfare or injurious to surrounding property. The short-term and long-term unavoidable adverse impacts identified in Environmental Impact Report No. 2004-02 as it pertains to aesthetics, air quality, and traffic and transportation, a statement of Overriding Considerations could be issued by decision makers to balance the economic, legal, social, and technological and/or other benefits of this project against the unavoidable environmental impacts. Any other negative or adverse impacts will be mitigated through mitigation measures identified in Environmental Impact Report No. 2004-02. IV. That the granting of a variance will not adversely affect the General Plan of the City. The granting of the variance will not adversely affect the General Plan of the City since the proposed MacArthur Place South mixed-use project was designed in conformance with City Zoning, 75B-168 Development, and General Plan requirements except for the parking, tandem parking and setback requirements. The General Plan Land Use Element Policy 1.3 states high-density residential development within the City's District Centers as a part of a master- planned mixed-use development is supported. Also, Policy 2.2 supports commercial lad uses in adequate amounts to accommodate the City's needs for goods and services. M. Applicant has requested approval of Variance No. 2005-07 to reduce the required parking by 336 parking spaces and to allow 104 tandem parking spaces, consisting of 52 end-to-end parking spaces, for the property located at 10 East Hutton Centre Drive (Lake Towers). 1. The parking standard for this use is found in Santa Ana Municipal Code Section 41-1322. 2. The City Council determines that the following findings which must be established, pursuant to Santa Ana Municipal Code Section 41- 638, in order to grant a variance, have been established: i. That because of special circumstances applicable to the subject property, including size, shape, topography, location or surroundings, that the strict application of the zoning ordinance is found to deprive the subject property of privileges not otherwise at variance with the intent and purpose of the provisions of this Chapter. The MacArthur Place South site is a contained site surrounded by existing commercial and residential developments. The shared parking analysis, prepared by Kaku Associates, Inc. has determined that sufficient parking will be provided for the project during times of peak demand. The parking variance will allow the applicant the ability to use the property in a manner that is consistent with similar surrounding commercial, residential and professional uses. The tandem parking will only be used as assigned parking for the residents. As such, the variance will allow the applicant the ability to use the property in a manner that is consistent with similar surrounding commercial, residential and professional uses. 75B-169 Resolution No. 2005-064 Page 19 of 28 Resolution No. 2005-064 Page 20 of 28 ii. That the granting of a variance is necessary for the preservation and enjoyment of one or more substantial property rights. The granting of the variance to allow reduction in parking requirement will preserve the property owner's ability to develop the property with a well-designed mixed-use community that is consistent with the SD-76 zoning district. The shared parking analysis, prepared by Kaku Associates, Inc. has determined that sufficient parking will be provided on site in a combination of structured and surface parking and the adjacent office parking structure during times of peak demand. Additionally, a parking plan shall be provided by the applicant, prior to building plan check, to insure the parking facilities are not impacted by the tandem parking spaces. The granting of the variance to allow tandem parking will preserve the property owner's ability to develop the property with a well-designed mixed-use community that is consistent with the SD-76 zoning district. iii. That the granting of a variance will not be materially detrimental to the public welfare or injurious to surrounding property. The granting of the variance to allow reduction in parking requirement or allowing the tandem parking will not be materially detrimental to the public welfare or injurious to surrounding property. The short-term and long-term unavoidable adverse impacts identified in Environmental Impact Report No. 2004-02 as it pertains to aesthetics, air quality, and traffic and transportation, a statement of Overriding Considerations could be issued by decision makers to balance the economic, legal, social, and technological and/or other benefits of this project against the unavoidable environmental impacts. Any other negative or adverse impacts will be mitigated through mitigation measures identified in Environmental Impact Report No. 2004-02. iv. That the granting of a variance will not adversely affect the General Plan of the City. The granting of the variance to allow reduction in parking requirement or allowing tandem parking will not 75B-170 adversely affect the General Plan of the City since the proposed MacArthur Place South mixed-use project was designed in conformance with City Zoning, Development, and General Plan requirements except for the parking, tandem parking, and setback requirements. The General Plan Land Use Element Policy 1.3 states high-density residential development within the City's District Centers as a part of a master- planned mixed-use development is supported. Also, Policy 2.2 supports commercial lad uses in adequate amounts to accommodate the City's needs for goods and services. N. Applicant has requested approval of Variance No. 2005-10 to reduce the required parking by 164 parking spaces and to allow 66 tandem parking spaces, consisting of 33 end-to-end parking spaces, for the residential, retail and restaurant uses for the property located at 9 Hutton Centre Drive (Cinema Tower/Loft Building). 1. The parking standards for these uses are found in Santa Ana Municipal Code Sections 41-1322,41-1340,41-1341, and 41-1342. 2. The City Council determines that the following findings which must be established, pursuant to Santa Ana Municipal Code Section 41- 638, in order to grant a variance have been established: i. That because of special circumstances applicable to the subject property, including size, shape, topography, location or surroundings, that the strict application of the zoning ordinance is found to deprive the subject property of privileges not otherwise at variance with the intent and purpose of the provisions of this Chapter. The MacArthur Place South site is a contained site surrounded by existing commercial and residential developments. The shared parking analysis, prepared by Kaku Associates, Inc. has determined that sufficient parking will be provided for the project during times of peak demand. The parking variance will allow the applicant the ability to use the property in a manner that is consistent with similar surrounding commercial, residential and professional uses. The tandem parking will only be used as assigned parking for the residents. As such, the variance will allow the applicant the ability to use the property in a 75B-171 Resolution No. 2005-064 Page 21 of 28 Resolution No. 2005-064 Page 22 of 28 manner that is consistent with similar surrounding commercial, residential and professional uses. II. That the granting of a variance is necessary for the preservation and enjoyment of one or more substantial property rights. The granting of the variance to allow reduction in parking requirement will preserve the property owner's ability to develop the property with a well-designed mixed-use community that is consistent with the SD-76 zoning district. The shared parking analysis, prepared by Kaku Associates, Inc. has determined that sufficient parking will be provided on site in a combination of structured and surface parking and the adjacent office parking structure during times of peak demand. Additionally, a parking plan shall be provided by the applicant, prior to building plan check, to insure the parking facilities are not impacted by the tandem parking spaces. The granting of the variance to allow tandem parking will preserve the property owner's ability to develop the property with a well-designed mixed-use community that is consistent with the SD-76 zoning district. iii. That the granting of a variance will not be materially detrimental to the public welfare or injurious to surrounding property. IV. The granting of the variance to allow reduction in parking requirement or allowing the tandem parking will not be materially detrimental to the public welfare or injurious to surrounding property. The short-term and long-term unavoidable adverse impacts identified in Environmental Impact Report No. 2004-02 as it pertains to aesthetics, air quality, and traffic and transportation, a statement of Overriding Considerations could be issued by decision makers to balance the economic, legal, social, and technological and/or other benefits of this project against the unavoidable environmental impacts. Any other negative or adverse impacts will be mitigated through mitigation measures identified in Environmental Impact Report No. 2004-02. That the granting of a variance will not adversely affect the General Plan of the City. 75B-172 The granting of the variance to allow reduction in parking requirement or allowing tandem parking will not adversely affect the General Plan of the City since the proposed MacArthur Place South mixed-use project was designed in conformance with City Zoning, Development, and General Plan requirements except for the parking, and tandem parking. The General Plan Land Use Element Policy 1.3 states high-density residential development within the City's District Centers as a part of a master-planned mixed-use development is supported. Also, Policy 2.2 supports commercial lad uses in adequate amounts to accommodate the City's needs for goods and services. The granting of the variance for tandem parking will not adversely affect the General Plan of the City since the proposed MacArthur Place South mixed-use project was designed in conformance with City Zoning, Development, and General Plan requirements. O. Applicant has requested approval of Variance No. 2005-12 to reduce the required parking by 284 parking spaces and to allow 128 tandem spaces, which shall consisting of 64 end-to-end parking spaces, for the property located at 1 East Hutton Centre Drive and 101 East Sandpointe Avenue (Integral Condominium project). 1. The parking standard for this use is found in Santa Ana Municipal Code Section 41-1322. 2. The City Council determines that the following findings which must be established, pursuant to Santa Ana Municipal Code Section 41- 638, in order to grant a variance have been established: i. That because of special circumstances applicable to the subject property, including size, shape, topography, location or surroundings, that the strict application of the zoning ordinance is found to deprive the subject property of privileges not otherwise at variance with the intent and purpose of the provisions of this Chapter. The MacArthur Place South site is a contained site surrounded by existing commercial and residential developments. The shared parking analysis, prepared by Kaku Associates, Inc. has determined that sufficient parking will be provided for the project during times of peak demand. The parking variance will allow the applicant the ability to use the property in a manner that 75B-173 Resolution No. 2005-064 Page 23 of 28 Resolution No. 2005-064 Page 24 of 28 is consistent with similar surrounding commercial, residential and professional uses. The tandem parking will only be used as assigned parking for the residents. As such, the variance will allow the applicant the ability to use the property in a manner that is consistent with similar surrounding commercial, residential and professional uses. ii. That the granting of a variance is necessary for the preservation and enjoyment of one or more substantial property rights. The granting of the variance to allow reduction in parking requirement will preserve the property owner's ability to develop the property with a well-designed mixed-use community that is consistent with the SD-76 zoning district. The shared parking analysis, prepared by Kaku Associates, Inc. has determined that sufficient parking will be provided on site in a combination of structured and surface parking and the adjacent office parking structure during times of peak demand. Additionally, a parking plan shall be provided by the applicant, prior to building plan check, to insure the parking facilities are not impacted by the tandem parking spaces. The granting of the variance to allow tandem parking will preserve the property owner's ability to develop the property with a well-designed mixed-use community that is consistent with the SD-76 zoning district. iii. That the granting of a variance will not be materially detrimental to the public welfare or injurious to surrounding property. The granting of the variance to allow reduction in parking requirement or allowing the tandem parking will not be materially detrimental to the public welfare or injurious to surrounding property. The short-term and long-term unavoidable adverse impacts identified in Environmental Impact Report No. 2004-02 as it pertains to aesthetics, air quality, and traffic and transportation, a statement of Overriding Considerations could be issued by decision makers to balance the economic, legal, social, and technological and/or other benefits of this project against the unavoidable environmental 75B-174 impacts. Any other negative or adverse impacts will be mitigated through mitigation measures identified in Environmental Impact Report No. 2004-02. iv. That the granting of a variance will not adversely affect the General Plan of the City. The granting of the variance to allow reduction in parking requirement or allowing tandem parking will not adversely affect the General Plan of the City since the proposed MacArthur Place South mixed-use project was designed in conformance with City Zoning, Development, and General Plan requirements except for the parking, and tandem parking. The General Plan Land Use Element Policy 1.3 states high-density residential development within the City's District Centers as a part of a master-planned mixed-use development is supported. Also, Policy 2.2 supports commercia/lad uses in adequate amounts to accommodate the City's needs for goods and services. The granting of the variance for tandem parking will not adversely affect the General Plan of the City since the proposed MacArthur Place South mixed-use project was designed in conformance with City Zoning, Development, and General Plan requirements. Section 2. Final Environmental Impact Report No. 2004-02, the Mitigation Monitoring Program, and the Statement of Overriding Considerations was approved and adopted by resolution by the City Council on June 20, 2005. At the June 20, 2005 meeting, the City Council also adopted an ordinance approving Amendment Application No. 2005-01 and adopted an ordinance approving Development Agreement No. 2005-02 for the property located at 1, 9, And 10 East Hutton Centre Drive and 101 East Sandpointe Avenue. This resolution incorporates by reference, as though fully set forth herein, the ordinances and resolution and said Final Environmental Impact Report, Mitigation Monitoring Program, and Statement of Overriding Considerations, and all of their respective facts, findings and conclusions in support of this resolution and the findings made herein. Section 3. The City Council of the City of Santa Ana after conducting the public hearing hereby approves: A. Conditional Use Permit No. 2005-10 as conditioned in Exhibit "An attached hereto and incorporated herein for the Lake Towers residential project, 10 East Hutton Centre Drive. 75B-175 Resolution No. 2005-064 Page 25 of 28 B. Conditional Use Permit No. 2005-11 as conditioned in Exhibit "B" attached hereto and incorporated herein for the Cinema Tower and Loft residential projects, 9 Hutton East Hutton Centre Drive. C. Conditional Use Permit No. 2005-12 as conditioned in Exhibit "C" attached hereto and incorporated herein for the Cinema Retail project, 9 Hutton East Hutton Centre Drive. D. Conditional Use Permit No. 2005-13 as conditioned in Exhibit "D" attached hereto and incorporated herein for the Cinema Restaurant project, 9 Hutton East Hutton Centre Drive. E. Conditional Use Permit No. 2005-15 as conditioned in Exhibit "E" attached hereto and incorporated herein for the Integral residential project, 1 East Hutton Centre Drive and 101 East Sandpointe Avenue. F. Vesting Tentative Tract Map No. 2005-02 (County Map No. 16621) as conditioned in Exhibit "F" attached hereto and incorporated herein for the Integral project, 1 East Hutton Centre Drive and 101 East Sandpointe Avenue. G. Vesting Tentative Tract Map No. 2005-03 (County Map No. 16622) as conditioned in Exhibit "G" attached hereto and incorporated herein for the Cinema Tower and Loft projects, 9 East Hutton Centre Drive. H. Vesting Tentative Tract Map No. 2005-04 (County Map No. 16626) as conditioned in Exhibit "H" attached hereto and incorporated herein for the Lake Towers project, 10 East Hutton Centre Drive. I. Variance No. 2005-05 as conditioned in Exhibit "I" attached hereto and incorporated herein to allow a reduction in setbacks for the Lake Towers project, 10 East Hutton Centre Drive. J. Variance No. 2005-07 as conditioned in Exhibit "J" attached hereto and incorporated herein for a reduction in parking and tandem parking for the Lake Towers project, 10 East Hutton Centre Drive. K. Variance No. 2005-10 as conditioned in Exhibit "K" attached hereto and incorporated herein for a reduction in parking for the Cinema residential, retail and restaurant uses and to allow tandem parking, 9 East Hutton Centre Drive. L. Variance No. 2005-12 as conditioned in Exhibit "L" attached hereto and incorporated herein to allow tandem parking for the Integral condominium project, 1 East Hutton Centre Drive and 101 East Sandpointe Avenue. These decisions are based upon the evidence submitted at the abovesaid hearing, which includes but not is not limited to: the Request for Council Action dated June 20, 2005 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 Ordinance No. NS-2691 becomes effective. If said ordinance is for any reason held to be invalid or Resolution No. 2005-064 Page 26 of 28 75B-176 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. This decision rendered by the City Council of the City of Santa Ana is final and is subject to judicial review pursuant to California Code of Civil Procedure section 1094.6. The Clerk of the Council shall give direct notice to the applicant of the Council's decision and these findings. ADOPTED this day of June, 2005 Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney By: Kylee O. Otto Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers 75B-177 Resolution No. 2005-064 Page 27 of 28 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, PATRICIA E. HEALY, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2005-064 to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution No. 2005-064 Page 28 of 28 75B-178 Conditions for Approval for Conditional Use Permit No. 2005-10 Conditional Use Permit No. 2005-10 (Lake Towers) is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the Uniform Fire Code, the Uniform Building Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The applicant must comply with each and every condition listed below prior to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the conditional use permit approval. A. Plannina Division 1 . All proposed site improvements must conform with the Site Plan Review approval of DP No. 03-79. 2. Any amendment to this conditional use permit must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or the conditional use permit must be amended. 3. A Parking Management Plan documenting how the tandem parking stalls will function must be submitted prior to building plan check. 4. The project shall incorporate on-site professional property management for the residential component. 5. Balconies for the project shall maintain a minimum dimension of not less than six feet in any direction. 6. Covenants, Conditions and Restrictions (CC&Rs) shall be provided for the project. At a minimum, the CC&Rs shall include provisions pertaining to owner occupancy, restrictions on home-based businesses, the prohibition of storage on balconies, and a restriction on truck delivery hours to non- peak periods shall be submitted prior to building plan check. 7. Prior to submittal into building plan check, detailed elevations shall be submitted to include exterior finishes, materials, and colors subject to approval of the Planning Manager. Exhibit "A" Page 1 of 15 75B-179 8. All parking for the project shall be made available free of charge. Two parking spaces per dwelling unit shall be provided as a part of the deed for each dwelling unit. 9. A Public Art Plan which proposes a specific work(s) of art for a specific location(s) shall be submitted to the Planning Commission for review and approval. All public art approved by the Planning Commission shall be completely installed prior to the issuance of a certificate of occupancy for the project. 10. A detailed landscape plan must be reviewed and approved prior to issuance of any building permits. In addition to the landscaping palette, the plan shall include details on the hardscape design, lighting concepts and outdoor furniture. At a minimum, the project shall incorporate the amount and size of landscaping as shown on Sheet MLP1.1, attached hereto as Attachment 1 and incorporated by this reference as though fully set forth herein. The exact specifications for these items are subject to the review and approval of the Planning Commission. 11. After project occupancy, landscaping is to be maintained to include the minimum level of plant materials installed at the time of occupancy as required by the approved plans. 12. A detailed amenity deck plan must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the hardscape design, lighting concepts and outdoor furniture for the amenity deck as well as an installation plan. The exact specifications for these items are subject to the review and approval of the Planning Commission. The amenity deck shall be maintained in the same condition as installed at the time of occupancy. 13. A detailed water feature plan must be reviewed and approved prior to issuance of any building permits. The plan shall include a minimum of one water feature within the motor court, elevations, hardscape design, lighting concepts and an installation plan. The exact specifications for these items are subject to review and approval of the Planning Commission. The water feature(s) shall be maintained in the same condition as installed at the time of occupancy. 14. The following items must be included as exterior amenities for the development: Enhanced paving in the motor court, enhanced paving on the walkways, an outdoor fireplace, barbeque and a pool and spa on the amenity deck. The exact specifications for these items are subject to the review and approval of the Planning Commission. Exhibit "A" Page 2 of 15 75B-180 15. An interior building amenity plan of the fitness rooms, lounge, yoga room and spas must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the various finishes and equipment to be provided in these rooms. The exact specifications for these items are subject to the review and approval of the Planning Manager. 16. The following items must be included as interior amenities within the common areas: Concierge services for the residents, granite counter tops, hardwood flooring or equivalent, and gas fireplaces. The exact specifications for these items are subject to the review and approval of the Planning Manager. 17. The following items must be included as interior amenities within each unit: granite counter tops or equivalent, hardwood flooring or equivalent, General Electric Monogram appliances or equivalent, tiled bathroom and shower walls, stain grade hard wood cabinets and individual laundry hook- ups. The exact specifications for these items are subject to the review and approval of the Planning Manager. 18. An elevator lobby plan of each lobby must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the finishes and flooring to be provided. The exact specifications for these items are subject to the review and approval of the Planning Manager. 19. Pedestrian walkways shall be provided through all lots to establish pedestrian pathways throughout the development as shown on Attachment 2 and incorporated by this reference as though fully set forth herein. The amenities to be provided along this pathway shall include decorative concrete and paving, accent lighting, and landscape planters as shown on the plans. The materials and design of the walkway is subject to the review and approval of the Planning Manager. The improvements in each phase must be completed prior to occupancy of the first unit in the respective phases. 20. One storage locker shall be provided for each residential unit. The lockers shall be available at no cost to the residents and shall be a minimum of 192 cubic feet in size. 21. Cast iron drain pipes shall be provided for the project. 22. Smart wiring, including cable television and high-speed cable for computers, shall be provided for each unit and within the project's common areas. Exhibit "A" Page 3 of 15 75B-181 23. Signage to direct customers and guests to the adjacent parking structure shall be provided. A directional sign plan needs to be submitted and approved by the Planning Manager prior to issuance of a certificate of occupancy. 24. Construction workers for the project shall be prohibited from parking in the adjacent neighborhoods. 25. Prior to issuance of building permits, a Waste Management Plan shall be submitted to the Planning Manager for approval. The plans shall include information on items such as pick-up, delivery, and types of bins required. Mitiaation Measures 26. Prior to issuance of building permits, the project developer shall ensure that the building plans reflect the following information: outdoor lighting fixtures adjacent to exterior doors and within walkways and parking lots shall generate a minimum 1.0 foot candle level of light during normal operation hours. During non-operating hours, outdoor lighting fixtures shall generate no less than .25 foot candle level of light. All lighting shall be directed towards the interior of the project site. 27. Prior to issuance of building permits, building plans for the proposed project shall reflect the use of non-reflective building materials to minimize light and glare impacts. 28. Prior to the issuance of building permits, a Final Landscape Plan for each building component of the project shall be approved by the City of Santa Ana Planning and Building Agency. The Final Landscape Plan shall be based on the conceptual landscape plan included in the EIR. 29. Prior to issuance of Certificate of Occupancy Permits, the required landscaping for each building component of the project shall be installed to the satisfaction of the City of Santa Ana Planning Department. 30. Prior to the issuance of a building permit, the project developer shall provide the Planning Manager plans that incorporate lighting and any other conditions in the manner required by the FAA during the construction phase (e.g. for the cranes) and after completion. 31. Pursuant to state law, prior to issuance of a certificate of a use and occupancy permit, the project proponent shall provide evidence to the City of Santa Ana that a Notice of Airport in the vicinity has been recorded on the deed for each residential unit and shall remain so recorded so as long as the airport is in operation. Exhibit "A" Page 4 of 15 75B-182 32. As required by the AELUP, prior to issuance of the certificate of use and occupancy, the City shall ensure that the sales office for the residential unit posts a conspicuous sign informing potential buyers to the presence of the airport. The notice shall be in the same language as the need notice. 33. Prior to the issuance of a building permit, the project developer shall provide evidence to the Planning Manager that an FAA "NO Hazard" determination has been secured for the operation of construction cranes. The project developer shall demonstrate compliance with any conditions imposed by the FAA. 34. During construction, the contractor shall be required to comply with SCAQMD Fugitive Dust Rule 403 to suppress dust generated by construction operations. To ensure compliance with SCAQMD Fugitive Dust Rule 403, grading plans and demolition plans for the proposed project shall reflect the following notes: · All materials excavated or graded shall be sufficiently watered to prevent excessive amounts of dust. Watering with complete coverage shall occur at least twice daily, once in the late morning and once after work is done for the day. · All clearing and earthwork activities shall cease during periods of high winds (winds greater than 25 mph averaged over one hour) or during Stage 1 or Stage 2 smog episodes. · Internal roadways and project site entry and exit points shall be cleaned at the end of each day by the project developer. Dust and debris from construction activities that migrates or is carried onto MacArthur Boulevard or Main Street adjacent to the project site shall also be cleaned each day. · All material transported off-site shall either be sufficiently watered or securely covered to prevent excessive amounts of dust. Haul trucks leaving the site shall have a minimum freeboard distance of 12- inches. · Construction equipment leaving the project site shall be wheel washed. · The amount of area disturbed by clearing and earthwork activities shall be minimized at all times. · Equipment engines shall be maintained in good condition and in proper tune according manufacturer's specifications. Exhibit "A" Page 5 of 15 75B-183 . To the extent feasible, construction equipment shall use alternative clean fuels such as compressed natural gas equipment with oxidation catalysts. If alternative clean fuels are not feasible, gasoline powered construction equipment shall be used. . Construction equipment operating on diesel fuel shall use particulate filters or low sulfur diesel. . To the extent feasible construction operations shall use electricity from power poles in-lieu of temporary diesel or gasoline-powered generators. 35. Prior to commencement of construction activities, the project developer shall identify to the City a construction relations officer to act as a community liaison concerning on-site activity, including resolution of issues related to dust generation from grading/paving activities. A publicly visible sign shall be posted with the name of construction relations officer and a telephone number. 36. During finish work, the construction contractor shall ensure the minimization of ROG emissions. Building plans for the project shall specify and require the use of pre-coated building materials, use of high pressure-low volume (HPL V) paint applicators with 50 percent efficiency, and use of lower volatility paint not to exceed 100 grams of ROG per liter. 37. During construction and grading activities, the developer's construction contractor shall comply with the measures set forth in the Storm Water Pollution Prevention Plan (SWPPP) to ensure that airborne dust is kept to a minimum. 38. Prior to issuance of building permits and to the extent feasible, building plans for the proposed project shall reflect the use of the following measures. · Use low-polluting high energy-efficient appliances · Install solar panels on roofs to supply electricity for heating and cooling · Use double-paned windows to reduce thermal loss · Install automatic lighting on/off controls and energy-efficient lighting · Use light colored roofing materials in new construction to deflect heat away from buildings. 39. During grading operations, special handling of on-site soils shall be required due to the high moisture content of the soils, which is well above optimum moisture conditions. The City of Santa Ana shall monitor the grading contractor to ensure stabilization of the soils during grading prior Exhibit "A" Page 6 of 15 75B-184 to placing and compacting fill soils over wet sub-grade soils, as recommended in the geotechnical investigation prepared by Geotechnical Professionals, Inc. 40. Prior to issuance of building permits, the project developer shall ensure that pile foundations are incorporated into the project design to mitigate the potential settlement hazards beneath the proposed buildings. Pile foundations shall be installed according to the recommendations provided in the project geotechnical report. 41. Prior to issuance of building permits, the project developer shall ensure that the subterranean portion of the structures is designed and installed to resist hydrostatic pressure and be a water-proof barrier between the existing soils and subterranean portions of the buildings. This design and installation shall be consistent with the recommendations provided in the project geotechnical report. 42. Prior to initiation of project grading, the project developer shall ensure that all existing utilities will be relocated, abandoned and removed, rerouted, or protected in coordination with the project developer and affected utility companies. 43. Prior to issuance of a grading permit for project construction, the project developer shall ensure that a Final Geotechnical Report on the project site is prepared. All recommendations from this Final Geotechnical Report shall be incorporated into the final grading plan for the project. 44. Prior to issuance of building permits, the project developer shall ensure that all structures on the site are designed in accordance with the seismic design provisions set forth in the Final Geotechnical Report and the Uniform Building Code in order to promote safety in the event of a seismic event. 45. Prior to issuance of grading permits, the project developer shall determine and demonstrate to the City of Santa Ana that the foundation piles for the project would not intrude into the Orange County groundwater basin. In the event the foundations intrude into the groundwater basin, the project developer shall obtain approval and/or permits from the Orange County Water District and the Regional Water Quality Control Board. Any measures required by these agencies will be incorporated into the final design and construction specifications for the project. 46. Prior to issuance of grading permits, the project developer shall ensure that provisions set forth in the Final Geotechnical Report regarding dust control measures during site preparation, grading and construction are incorporated into the final construction specifications for the project. Exhibit "A" Page 7 of 15 75B-185 47. Prior to issuance of Certificate of Occupancy permits, the project developer shall submit to the City of Santa Ana CC&Rs for each residential project. The CC&Rs shall outline the environmental awareness, conditions and Best Management Practices regarding the handling and storage of hazardous materials as identified in the Water Quality Management Plan for MacArthur Place South. 48. Prior to issuance of grading permits, the project developer shall provide proof to the City of Santa Ana of an NPDES permit from the RWQCB for on-site dewatering activities. 49. The residential management companies shall ensure that post- construction Best Management Practices (BMPs) are strictly adhered to by all building occupants and tenants. 50. Prior to issuance of a demolition permit, the project developer shall prepare an asbestos survey to determine the presence of asbestos containing building materials. The survey shall be submitted to the City's Environmental Coordinator for review. If asbestos is identified, proper precautions shall be taken during demolition in compliance with California environmental laws, regulations and policies. 51. Prior to issuance of a demolition permit, the project developer shall prepare a lead paint survey to determine the presence of lead based paint. The survey shall be submitted to the City's Environmental Coordinator for review. If lead based paint or mercury is identified, proper precautions shall be taken during demolition in compliance with California environmental laws, regulations and policies. 52. Prior to occupancy of residential units, the project developer shall ensure that CC&Rs for the community homeowners associations are recorded specifying maintenance responsibilities for all BMPs identified in the Water Quality Management Plan. 53. Prior to issuance of a grading permit for the project, the project developer shall prepare and submit a Notice of Intent (NOI) to the State Water Resources Control Board (SWRCB). The developer will also submit the NOI and the project Water Discharge identification Number (WDIN) provided by the SWRCB to the City of Santa Ana City Engineer. 54. During all site preparation, grading and construction, the project developer shall ensure that the project contractor complies with all applicable requirements of the NPDES permit, the Drainage Area Management Plan (DAMP), and the City's Local Implementation Plan (LIP). BMPs from the DAMP and the LIP will be implemented by the project contractors, as appropriate during site preparation, grading and construction. Exhibit "A" Page 8 of 15 75B-186 55. Prior to issuance of a grading permit, the project developer shall prepare a Final Storm Water Pollution Prevention Plan (SWPPP). This plan shall be submitted and approved by the City Engineer prior to initiation of any grading activity. The project shall maintain the SWPPP on the construction site throughout the construction period. 56. During all site preparation, grading and construction, the project developer shall ensure that its contractor implements the provisions of the SWPPP. 57. Prior to the issuance of grading permits, the project developer shall submit a Final Water Quality Management Plan (WQMP) based on the Final Grading Plan, to be approved by the City's Director of Public Works. The WQMP shall be consistent with the DAMP and shall contain provisions and BMPs for construction and operation conditions. 58. Prior to the issuance of building permits, the project developer shall pay the City's drainage impact fee. 59. Prior to the issuance of grading permits, the project developer shall verify that structural BMPs have been permanently incorporated into project plans. Such BMPs shall ensure that pollutants from project-related storm water runoff are mitigated consistently with applicable state and local standards. 60. Prior to issuance of grading permits, the project developer shall submit a final drainage plan to the City identifying the exact size and location of drainage facilities. 61. Prior to issuance of grading permits, the project developer shall provide proof of an NPDES permit from RWQCB to the City for onsite dewatering activities. 62. Prior to issuance of building permits for tenant improvements for restaurant uses, the project developer shall ensure that the proposed restaurants are fitted with grease interceptors to the size and capacity as designated by the City of Santa Ana Building Division. 63. Prior to issuance of building permits, building plans shall reflect the construction of noise barriers to ensure an exterior noise level of 65 CNEL or less around patios and balconies that are considered open space by the City of Santa Ana. The barriers shall be constructed of materials that provide a surface density of at least four pounds per square foot and shall be continuous (without gaps or gates). The height of the barriers shall be sufficient to reduce the exterior noise level to a CNEL of 65 dB or less, Exhibit "A" Page 9 of 15 75B-187 and shall be determined by a qualified acoustical consultant as part of the final engineering design of the project. 64. Prior to issuance of building permits, building plans shall specify the STC rating of windows and doors for all residential land uses. Window and door ratings shall be sufficient to reduce the interior noise level to a CNEL of 45 dB or less, and shall be determined by a qualified acoustical consultant as part of the final engineering design of the project. 65. Prior to building occupancy, mechanical ventilation shall be installed at the proposed condominiums and residential towers since the interior CNEL standard of 45 dB is to be met with all windows and doors closed. 66. Prior to building occupancy, to the extent possible, all equipment shall be enclosed within a building or separate structure. Where this is not possible, barriers may be necessary to shield the equipment from the existing and proposed residential buildings. Depending on the size and style of the equipment, silencers in the intake and exhaust ducts may also be necessary to reduce noise at the residential buildings to an acceptable level. 67. Upon project completion, truck deliveries to the restaurant and the retail building shall be restricted to the hours of 7:00 a.m. to 10:00 p.m. Delivery trucks shall not be permitted to idle in the parking lots or loading areas and shall be required to have properly maintained, factory approved mufflers. Delivery truck drivers shall be encouraged to minimize acceleration and maintain reduced vehicle speeds while onsite. 68. Demolition and construction plans for the proposed project shall reflect the following note: "During demolition and construction, the contractor shall adhere to all City Noise Ordinance requirements to limit all construction activity, including equipment start-up, to between the hours of 7:00 a.m. and 8:00 p.m. Mondays through Saturdays. No construction shall take place on Sundays or federal holidays. 69. During demolition and construction, the contractor shall site all construction staging and storage areas away from sensitive receptors to the furthest extent possible. 70. During construction activities, the project developer shall ensure that all pile driving equipment shall be enclosed on all sides with an acoustical blanket barrier that provides a minimum sound transmission class (STC) rating of 30. The height of the blanket enclosure shall be at least 20-feet. With the exception of points of access to the enclosure area, there shall be no openings or gaps in the enclosure, and all points of access are to remain closed during pile driving activities. Notwithstanding Mitigation Exhibit "A" Page 1 0 of 15 75B-188 Measure No. 67, pile driving shall not commence prior to 8:00 a.m. on Saturday. 71. Prior to issuance of grading or demolition permits, the project developer shall submit a construction equipment staging plan to the City of Santa Ana for approval. 72. Prior to the start of construction activity, the project developer shall post the name and telephone number of the construction relations officer on- site. 73. Prior to any site preparation, grading or construction, the project contractor shall provide to resident associations in the Sandpointe neighborhood, the Main Attraction Condominiums and the Pinnacle Apartments a project schedule indicating the type of construction activity and duration, construction staging areas and the name and telephone number of the construction relations officer. 74. Prior to issuance of occupancy permits, the project developer, at the project developer's sole expense, shall conduct a noise monitoring analysis to ensure that residential units achieve an interior noise level of 45 dB CNEL. The analysis shall be conducted by a qualified acoustical consultant and shall be submitted to the City's Planning and Building Agency for review. 75. Prior to issuance of a building permit, the project developer shall coordinate any required relocation of fire hydrants on the property with Santa Ana Fire Department. Final approval from the Fire Department is required regarding location of hydrants on the project site. 76. Prior to issuance of a grading permit, the project developer shall submit building plans to the Santa Ana Police Department in order to ensure compliance with the City of Santa Ana's Building Security Ordinance. The Police Department must approve the building plans with regard to the Building Security Ordinance prior to initiation of grading. 77. Prior to issuance of a building permit, the project developer shall prepare a Mandated Security Plan, which would need final Police department approval. The plan is required to address issues such as onsite uniform security staffing, restriction of hours of operation for the parking garages, implementation of electronic security, mechanical surveillance, and compliance with the basic principles of Crime Prevention Through Environmental Design. 78. Prior to issuance of a building permit, the project developer shall comply with Senate Bill 50 and pay applicable school impact fees. Currently, the Exhibit "A" Page 11 of 15 75B-189 Santa Ana Unified School District's adopted Fee Justification for residential development is $2.14 per square foot and $0.33 per square foot for commercial development. 79. Prior to issuance of a building permit, the project developer shall ensure that the appropriate park Acquisition and Development Fee and parkland dedication or in-lieu payments have been made. 80. Prior to issuance of building permits, the project developer shall submit a Construction Phasing Plan to Santa Ana Fire Department. The plan must be consistent with the Fire Department Fire Code requirements and must show that emergency access to the construction site is adequate. 81. Prior to issuance of building permits, the project developer shall provide evidence to the Santa Ana Fire Department that the proposed fire protection and life saving systems incorporated in the project are adequate. 82. Prior to issuance of building permits, the project developer shall submit the final design of the project, including fire sprinklers system design to the Santa Ana Fire Department for approval. 83. Prior to issuance of building permits, the project developer shall coordinate with the Santa Ana Fire Department and the Santa Ana Police Department regarding possible radio interference and installation of radio repeaters on a tower rooftop. 84. Prior to issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the restriping of the outside southbound through lane at the intersection of Main Street and Sunflower to a shared through and right turn lane. 85. Prior to issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the restriping the shared through right-turn lane at Hutton Centre Drive and MacArthur Boulevard to provide an exclusive through lane and construct a second northbound right turn lane for the northbound traffic. 86. Prior to issuance of building occupancy permits, the project developer shall pay for the construction of a third eastbound through lane on MacArthur Boulevard between Hutton Centre Drive/lmperial Promenade and the SR-55 northbound on-ramp. 87. Prior to the issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the installation of a traffic signal at Hutton Centre Drive and Hutton Centre Loop. Exhibit "A" Page 12 of 15 75B-190 88. Prior to issuance of building occupancy permits, the project developer shall pay for the construction of a fourth eastbound lane on MacArthur Boulevard between Hutton Centre Drive/Imperial Promenade and the SR- 55 southbound on-ramp. 89. Prior to issuance of building occupancy permits, the project developer shall contribute $200,000 for the City of anta Ana to prepare a neighborhood traffic study to assess any intrusion of project traffic into the Sandpointe Neighborhood. If traffic intrusion is attributable to the project, corrective measures could include forced-turn channelization, semi- diverters, diagonal diverters and cul-de-sacs. 90. Prior to issuance of building occupancy permits, the project developer shall develop a parking plan in cooperation with the City of Santa Ana to ensure that parking needs are met. 91. Prior to issuance of building occupancy permits the project developer shall pay a fair-share contribution for restriping a second eastbound right-turn lane at the intersection of Main Street and Sunflower in order to achieve LOS D for 2025. 92. Prior to issuance of grading permits, the project developer shall coordinate with SCE to determine the exact location of all underground and overhead electrical facilities. All electrical facilities and associated structures to be left on the project site shall be protected from damage. 93. Prior to issuance of grading permits, the project developer shall ensure that grading plans reflect the under grounding of utility lines serving the proposed project. 94. Prior to issuance of grading permits, the project developer shall coordinate with Southern California Gas to determine the exact location of all underground natural gas facilities. All gas pipelines and associated structures to be left on the project site must be protected from damage. 95. Prior to issuance of grading permits, the project developer shall coordinate with Adelphia Communications to determine the exact location of all underground cable facilities. The developer shall protect all existing cable lines and associated structures to be left on the project site for damage. 96. Prior to issuance of grading permits, the project developer shall coordinate with SBC Communications (formerly Pacific Bell) to determine the exact location of all underground telephone facilities. The developer shall protect all existing telephone lines and associated structures to be left on the project site from damage. Exhibit "A" Page 13 of 15 75B-191 97. Prior to issuance of grading permits, the project developer shall demonstrate to the City of Santa Ana that construction-related waste generated on-site would be recycled wherever feasible as the first choice of disposal method, leaving the option of landfill disposal as a last alternative. The proposed commercial uses shall incorporate facilities for collection and pick-up of recyclable materials into the design of the project. 98. Prior to issuance of grading permits, the project developer shall coordinate with the Santa Ana Water Division to determine the exact location of all existing underground water supply facilities and take action to prevent damage to these facilities to be left on the project site or interfere with their operation. The project developer shall pay their fair share amount for the necessary facilities to accommodate project-related water supplies. 99. Prior to issuance of building permits, the existing eight-inch sewer line along Hutton Centre Drive north of Sandpointe Avenue, shall be replaced with a new 10-inch sewer line. 100. Prior to issuance of grading permits, the project developer shall coordinate with Waste Management on the type and location of facilities needed to provide solid waste disposal service to the project site. 101. Prior to issuance of grading permits, the project developer shall perform soil testing to determine is soil to be excavated from the site will require off-site disposal. If the soil is found to be contaminated, it will be properly disposed of in compliance with California environmental laws, regulations and policies. B. Police Department 1. A security plan must be submitted to the Police Department at the plan check stage for approval. The plan must cover all aspects of the projects security including security personnel, surveillance equipment, and hardware. The project will be required to have a minimum of four state licensed uniformed security personnel. One security officer will be required for each building, one for the podium level and one for the parking garage. 2. A minimum 12-inch shatterproof convex mirror shall be installed at each stair landing. All doors leading into stairwells shall be equipped with a minimum 5-inch by 20-inch fire rated window. The last flight of stairs shall be fully enclosed at its base. 3. The City of Santa Ana parking structure design standards shall be followed in its entirety. Duress alarms allowing voice communication with Exhibit "A" Page 14 of 15 75B-192 security personnel shall be placed in strategic locations, approved by the Police Department, throughout the parking garage. 4. All project walkways shall be illuminated to a minimum maintained one footcandle of light. 5. All elevators serving the residential component of the project shall be equipped with card readers at the garage levels to restrict unauthorized access into the residential towers. The elevator lobbies shall be designed and constructed of material that allows maximum visibility of the interior of the lobby from the parking decks. Glazing material will be used to its maximum extent. Exhibit "A" Page 15 of 15 75B-193 ;D11' U, . ;:..: :~Eg . I NVld ~31SVW 3dV:JSCNVl 3:JVld ~nHl~V:JVW J II:.IIII'I! Ii I~ II' I I I. i. . :; V1N.o;nv:> 'VNVVlNVS/O AJJ:) 1'1 iili i IiIl I ~, :-.J N'v'ld ~31SV'W 3:)'v'ld ~nHHIV'::)QW I n Oinlllll ! I II II nil d i ~ --~ , I llib ~ II h Iii Ii II II ill Ii II I I I I I I I I ~ i!lllnlii !i :' ~ ~ Inui IT" ii Ii ~: I ~II _ Ii I Idl ,1<1 I i-I i i ~II lpflddl I~ i~ i 1111 t,I<11 i Ii !d.,!lnrl !, i' I 11"11 ill III ~: I j!~Il&j~d;11&h ~~ ~.il g~~~Ml;!MII:llldblll! IlIllj 11111 11I11'i~,i!I~ iEjl . 'I'!:;' J.. I .'=!ii ~ --~-----_._- __ ___ __n____.._________________.____ ___. EXHIBIT A ATTACHMENT 1 J 7-SB-194 \"oIVlI~YIO NOIlY1n:l~1:l3:lY1d ~nHl~Y:lYW '1111'111!11111,~II' 11111 i Ii. '. ~ I i d&l:I. ,I I II 'i c.. ,llilOinfllll IJl,ln J Iii d I :E . I I V1N~CHnv:> 'VNV YLN'tS ;0 .uo N'v'ld ~31SVW 3J'v'ld ~nHl~V::>OW I 01 ii I I, ~: ' 'I 0' j j i I , ! i I I I ~i . IEB \ \ I I ;1 ~ =";: \' ~. ..:'! II . :1' IB : : i i Sill : I: 11:'1 )!.: !. j :ii Il!'l :;): 1I1~ . ,... I I . J ~ ~ \i-' I - I J.' a I I l ~ ~1 r ! i I ..1 I' , -; ~ I ~ -I I I [ /1. i- ~ Iii r I "-' i I Ie: L.___ 75Bf_195 i f~ ;"""'---'1' I" I .. '.f" ii :: [lid I t:. :: d ~'i uu111;;1::: !ml '..:::':: ---- I' , , ,- " , , 1 l , , , o ex: ~ -l ::l o III ex: ::l J: , ~f .6' <c' ~ ....._,:, i ' ! : I: I ~ ~ 1 'I :'III~I II I ~ N NV1d!N3W3~~V1N3NOU::BNNO::>N"'I~.LS3a3d1S3M..LSV3 : 1"':1'11'11 i ! I i~ f. N NV'ld~31SVW3:::>Vid~Hl~vb~w lhl,l:a.:.!: 1I,'"U.I. . I ~ diHhli III l,lt3'i H II J~ I :E \\\\,..o1X.^"-"V'~ /.. · .,:;,',',',"~, :""/~,'~\. 0 0,''-." "~"....,~ ~~~ \, <<~>(>/ "~"~:'+''':*':~l.~ i \. i;;y(;.>/ \. ..~' ~i- .' '-'~ ~ .,~ ~ l '; .Q~> ~....~~.,-y-J-"-'-.c,,-:.__.~_~// ~ 'w Ie ~ :5 ~._---_. i ui .... o N ,~ , , I __ :..; u~ .,1. ,/ 2 of 2 75B-196 Conditions for Approval for Conditional Use Permit No. 2005-11 Conditional Use Permit No. 2005-11 (Cinema Tower/Lofts) is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the Califomia Administrative Code, the Uniform Fire Code, the Uniform Building Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The applicant must comply with each and every condition listed below prior to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the conditional use permit approval. A. Plannina Division 1. All proposed site improvements must conform with the Site Plan Review approval of DP No. 03-80. 2. Any amendment to this conditional use permit must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or the conditional use permit must be amended. 3. The project shall incorporate on-site professional property management for both the residential and office components. 4. Prior to submittal into building plan check, revised plans for the Cinema Loft building shall be submitted for review. The plans shall include details on the materials and finishes proposed for the building. 5. Bedrooms are prohibited on the ground (first) floor of the Cinema Loft building. 6. Prior to submittal into building plan check, detailed elevations shall be submitted to include exterior finishes, materials, and colors subject to approval of the Planning Manager. 7. A Parking Management Plan documenting how the tandem parking stalls will function must be submitted prior to building plan check. 8. All parking for the project shall be made available free of charge. The parking spaces per dwelling unit shall be provided as a part of the deed for each dwelling unit. Exhibit "B" Pa~ 1 of 15 7t)B-197 9. Balconies for the project shall maintain a minimum dimension of not less than six feet in any direction. 10. Covenants, Conditions and Restrictions (CC&Rs) shall be provided for the project. At a minimum, the CC&Rs shall include provisions pertaining to owner occupancy, restrictions on home-based businesses, the prohibition of storage on balconies and a restriction on truck delivery hours to non- peak periods shall be submitted prior to building plan check. 11. A Public Art Plan which proposes a specific work(s) of art for a specific location(s) shall be submitted to the Planning Commission for review and approval. All public art approved by the Planning Commission shall be completely installed prior to the issuance of a certificate of occupancy for the project. 12. A detailed landscape plan must be reviewed and approved prior to issuance of any building permits. In addition to the landscaping palette, the plan shall include details on the hardscape design, lighting concepts and outdoor furniture. At a minimum, the project shall incorporate the amount and size of landscaping as shown on Sheet MLP1.1, attached hereto as Attachment 1 and incorporated by this reference as though fully set forth herein. The exact specifications for these items are subject to the review and approval of the Planning Commission. 13. After project occupancy, landscaping is to be maintained to include the minimum level of plant materials installed at the time of occupancy as required by the approved plans. 14. A detailed amenity deck plan must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the hardscape design, lighting concepts and outdoor furniture for the amenity deck as well as an installation plan. The exact specifications for these items are subject to the review and approval of the Planning Commission. The amenity deck shall be maintained in the same condition as installed at the time of occupancy. 15. An interior building amenity plan of the gym and loft lounge must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the various finishes and equipment to be provided in these rooms. The exact specifications for these items are subject to the review and approval of the Planning Manager. 16. The following items must be included as interior amenities within the common areas: Concierge services for the residents, granite counter tops, hardwood flooring or equivalent, and gas fireplaces. The exact Exhibit "8" Pa~ 2 of 15 7~B-198 specifications for these items are subject to the review and approval of the Planning Manager. 17. The following items must be included as interior amenities within each unit: granite counter tops, hardwood flooring or equivalent, General Electric Monogram appliances or equivalent, tiled bathroom and shower walls, individual laundry hook-ups, stain grade hardwood cabinets and fireplaces. The exact specifications for these items are subject to the review and approval of the Planning Manager. 18. An elevator lobby plan of each lobby must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the finishes and flooring to be provided. The exact specifications for these items are subject to the review and approval of the Planning Manager. 19. Pedestrian walkways shall be provided through all lots to establish pedestrian pathways throughout the development as shown on Attachment 2 and incorporated by this reference as though fully set forth herein. The amenities to be provided along this pathway shall include decorative concrete and paving, accent lighting and landscape planters as shown on the plans. The materials and design of the walkway is subject to the review and approval of the Planning Manager. The improvements in each phase must be completed prior to occupancy of the first unit in the respective phases. 20. One storage unit shall be provided for each residential unit. The units shall be available at no cost to the residents, may be located in each unit or the parking structure and shall be a minimum of 144 cubic feet in size. 21. Cast iron drain pipes shall be provided for the project. 22. Smart wiring, including cable television and high-speed cable for computers, shall be provided for each unit and within the project's common areas. 23. Signage to direct customers and guests to the adjacent parking structure shall be provided. A directional sign plan needs to be submitted and approved by the Planning Manager prior to issuance of a certificate of occupancy. 24. Construction workers for the project shall be prohibited from parking in the adjacent neighborhoods. 25. Prior to issuance of building permits, a Waste Management Plan shall be submitted to the Planning Manager for approval. The plans shall include information on items such as pick-up, delivery, and types of bins required. Exhibit "8" Pa~e 3 of 15 7t)B-199 Mitiaation Measures 26. Prior to issuance of building permits, the project developer shall ensure that the building plans reflect the following information: outdoor lighting fixtures adjacent to exterior doors and within walkways and parking lots shall generate a minimum 1.0 foot candle level of light during normal operation hours. During non-operating hours outdoor lighting fixtures shall generate no less than .25 foot candle level of light. All lighting shall be directed towards the interior of the project site. 27. Prior to issuance of building permits, building plans for the proposed project shall reflect the use of non-reflective building materials to minimize light and glare impacts. 28. Prior to the issuance of building permits, a Final Landscape Plan for each building component of the project shall be approved by the City of Santa Ana Planning and Building Agency. The Final Landscape Plan shall be based on the conceptual'andscape plan included in the EIR. 29. Prior to issuance of Certificate of Occupancy Permits, the required landscaping for each building component of the project shall be installed to the satisfaction of the City of Santa Ana Planning Department. 30. Prior to the issuance of a building permit, the project developer shall provide the Planning Manager plans that incorporate lighting and any other conditions in the manner required by the FAA during the construction phase (e.g. for the cranes) and after completion. 31. Pursuant to state law, prior to issuance of a certificate of a use and occupancy permit, the project proponent shall provide evidence to the City of Santa Ana that a Notice of Airport in the vicinity has been recorded on the deed for each residential unit and shall remain so recorded so as long as the airport is in operation. 32. As required by the AELUP, prior to issuance of the certificate of use and occupancy, the City shall ensure that the sales office for the residential unit posts a conspicuous sign informing potential buyers to the presence of the airport. The notice shall be in the same language as the need notice. 33. Prior to the issuance of a building permit, the project developer shall provide evidence to the Planning Manager that an FAA "NO Hazard" determination has been secured for the operation of the construction cranes. The project developer shall demonstrate compliance with any conditions imposed by the FAA. Exhibit "B" Page 4 of 15 75B-200 34. During construction, the contractor shall be required to comply with SCAQMD Fugitive Dust Rule 403 to suppress dust generated by construction operations. To ensure compliance with SCAQMD Fugitive Dust Rule 403, grading plans and demolition plans for the proposed project shall reflect the following notes: · All materials excavated or graded shall be sufficiently watered to prevent excessive amounts of dust. Watering with complete coverage shall occur at least twice daily, once in the late morning and once after work is done for the day. · All clearing and earthwork activities shall cease during periods of high winds (winds greater than 25 mph averaged). · Internal roadways and project site entry and exit points shall be cleaned at the end of each day by the project developer. Dust and debris from construction activities that migrates or is carried onto MacArthur Boulevard or Main Street adjacent to the project site shall also be cleaned each day. · All material transported off-site shall either be sufficiently watered or securely covered to prevent excessive amounts of dust. Haul trucks leaving the site shall have a minimum freeboard distance of 12- inches. · Construction equipment leaving the project site shall be wheel washed. · The amount of area disturbed by clearing and earthwork activities shall be minimized at all times. · Equipment engines shall be maintained in good condition and in proper tune according manufacturer's specifications. · To the extent feasible, construction equipment shall use alternative clean fuels such as compressed natural gas equipment with oxidation catalysts. If alternative clean fuels are not feasible, gasoline powered construction equipment shall be used. · Construction equipment operating on diesel fuel shall use particulate filters or low sulfur diesel. · To the extent feasible construction operations shall use electricity from power poles in-lieu of temporary diesel or gasoline-powered generators. Exhibit "B" P15a~201 35. Prior to commencement of construction activities, the project developer shall identify to the City a construction relations officer to act as a community liaison concerning on-site activity, including resolution of issues related to dust generation from grading/paving activities. A publicly visible sign shall be posted with the name of construction relations officer and a telephone number. 36. During finish work, the construction contractor shall ensure the minimization of ROG emissions. Building plans for the project shall specify and require the use of pre-coated building materials, use of high pressure-low volume (HPL V) paint applicators with 50 percent efficiency, and use of lower volatility paint not to exceed 100 grams of ROG per liter. 37. During construction and grading activities, the developer's construction contractor shall comply with the measures set forth in the Storm Water Pollution Prevention Plan (SWPPP) to ensure that airborne dust is kept to a minimum. 38. Prior to issuance of building permits and to the extent feasible, building plans for the proposed project shall reflect the use of the following measures. · Use low-polluting high energy-efficient appliances · Install solar panels on roofs to supply electricity for heating and cooling · Use double-paned windows to reduce thermal loss · Install automatic lighting on/off controls and energy-efficient lighting · Use light colored roofing materials in new construction to deflect heat away from buildings. 39. During grading operations special handling of on-site soils shall be required, due to the high moisture content of the soils, which is well above optimum moisture conditions. The City of Santa Ana shall monitor the grading contractor to ensure stabilization of the soils during grading prior to placing and compacting fill soils over wet sub-grade soils, as recommended in the geotechnical investigation prepared by Geotechnical Professionals, Inc. 40. Prior to issuance of building permits, the project developer shall ensure that pile foundations are incorporated into the project design to mitigate the potential settlement hazards beneath the proposed buildings. Pile foundations shall be installed according to the recommendations provided in the project geotechnical report. 41. Prior to issuance of building permits, the project developer shall ensure that the subterranean portion of the structures is designed and installed to resist hydrostatic pressure and be a water-proof barrier between the Exhibit "B" Pa~ 6 of 15 7~B-202 existing soils and subterranean portions of the buildings. This design and installation shall be consistent with the recommendations provided in the project geotechnical report. 42. Prior to initiation of project grading, the project developer shall ensure that all existing utilities will be relocated, abandoned and removed, rerouted, or protected in coordination with the project developer and affected utility companies. 43. Prior to issuance of a grading permit for project construction, the project developer shall ensure that a Final Geotechnical Report on the project site is prepared. All recommendations from this Final Geotechnical Report shall be incorporated into the final grading plan for the project. 44. Prior to issuance of building permits, the project developer shall ensure that all structures on the site are designed in accordance with the seismic design provisions set forth in the Final Geotechnical Report and the Uniform Building Code in order to promote safety in the event of a seismic event. 45. Prior to issuance of grading permits, the project developer shall determine and demonstrate to the City of Santa Ana that the foundation piles for the project would not intrude into the Orange County groundwater basin. In the event the foundations intrude into the groundwater basin, the project developer shall obtain approval and/or permits from the Orange County Water District and the Regional Water Quality Control Board. Any measures required by these agencies will be incorporated into the final design and construction specifications for the project. 46. Prior to issuance of grading permits, the project developer shall ensure that provisions set forth in the Final Geotechnical Report regarding dust control measures during site preparation, grading and construction are incorporated into the final construction specifications for the project. 47. Prior to issuance of Certificate of Occupancy permits, the project developer shall submit to the City of Santa Ana CC&Rs for each residential project. The CC&Rs shall outline the environmental awareness, conditions and Best Management Practices regarding the handling and storage of hazardous materials as identified in the Water Quality Management Plan for MacArthur Place South. 48. Prior to issuance of grading permits, the project developer shall provide proof to the City of Santa Ana of an NPDES permit from the RWQCB for on-site dewatering activities. Exhibit "8" Pa~ 7 of 15 7oB-203 49. The residential management companies shall ensure that post- construction Best Management Practices (BMP's) are strictly adhered to by all building occupants and tenants. 50. Prior to issuance of a demolition permit, the project developer shall prepare an asbestos survey to determine the presence of asbestos containing building materials. The survey shall be submitted to the City's Environmental Coordinator for review. If asbestos is identified, proper precautions shall be taken during demolition in compliance with California environmental laws, regulations and policies. 51. Prior to issuance of a demolition permit, the project developer shall prepare a lead paint survey to determine the presence of lead based paint. The survey shall be submitted to the City's Environmental Coordinator for review. If lead based paint or mercury is identified, proper precautions shall be taken during demolition in compliance with California environmental laws, regulations and policies. 52. Prior to occupancy of residential units, the project developer shall ensure that CC&Rs for the community homeowners associations are recorded specifying maintenance responsibilities for all BMP's identified in the Water Quality Management Plan. 53. Prior to issuance of a grading permit for the project, the project developer shall prepare and submit a Notice of Intent (NOI) to the State Water Resources Control Board (SWRCB). The developer will also submit the NOI and the project Water Discharge identification Number (WDIN) provided by the SWRCB to the City of Santa Ana City Engineer. 54. During all site preparation, grading and construction, the project developer shall ensure that the project contractor complies with all applicable requirements of the NPDES permit, the Drainage Area Management Plan (DAMP), and the City's Local Implementation Plan (LIP). BMP's from the DAMP and the LIP will be implemented by the project contractors, as appropriate during site preparation, grading and construction. 55. Prior to issuance of a grading permit, the project developer shall prepare a Final Storm Water Pollution Prevention Plan (SWPPP). This plan shall be submitted and approved by the City Engineer prior to initiation of any grading activity. The project shall maintain the SWPPP on the construction site throughout the construction period. 56. During all site preparation, grading and construction, the project developer shall ensure that its contractor implements the provisions of the SWPPP. Exhibit "B" Pa~ 8 of 15 7~B-204 57. Prior to the issuance of grading permits, the project developer shall submit a Final Water Quality Management Plan (WQMP) based on the Final Grading Plan, to be approved by the City's Director of Public Works. The WQMP shall be consistent with the DAMP and shall contain provisions and BMP's for construction and operation conditions. 58. Prior to the issuance of building permits, the project developer shall pay the City's drainage impact fee. 59. Prior to the issuance of grading permits, the project developer shall verify that structural BMP's have been permanently incorporated into project plans. Such BMP's shall ensure that pollutants from project-related storm water runoff are mitigated consistently with applicable state and local standards. 60. Prior to issuance of grading permits, the project developer shall submit a final drainage plan to the City identifying the exact size and location of drainage facilities. 61. Prior to issuance of grading permits, the project developer shall provide proof of an NPDES permit from RWQCB to the City for onsite dewatering activities. 62. Prior to issuance of building permits for tenant improvements for restaurant uses, the project developer shall ensure that the proposed restaurants are fitted with grease interceptors to the size and capacity as designated by the City of Santa Ana Building Division. 63. Prior to issuance of building permits, building plans shall reflect the construction of noise barriers to ensure an exterior noise level of 65 CNEL or less around patios and balconies that are considered open space by the City of Santa Ana. The barriers shall be constructed of materials that provide a surface density of at least four pounds per square foot and shall be continuous (without gaps or gates). The height of the barriers shall be sufficient to reduce the exterior noise level to a CNEL of 65 dB or less, and shall be determined by a qualified acoustical consultant as part of the final engineering design of the project. 64. Prior to issuance of building permits, building plans shall specify the STC rating of windows and doors for all residential land uses. Window and door ratings shall be sufficient to reduce the interior noise level to a CNEL of 45 dB or less, and shall be determined by a qualified acoustical consultant as part of the final engineering design of the project. Exhibit "B" '~~~05 65. Prior to building occupancy, mechanical ventilation shall be installed at the proposed condominiums and residential towers since the interior CNEL standard of 45 dB is to be met with all windows and doors closed. 66. Prior to building occupancy, to the extent possible, all equipment shall be enclosed within a building or separate structure. Where this is not possible, barriers may be necessary to shield the equipment from the existing and proposed residential buildings. Depending on the size and style of the equipment, silencers in the intake and exhaust ducts may also be necessary to reduce noise at the residential buildings to an acceptable level. 67. Upon project completion, truck deliveries to the restaurant and the retail building shall be restricted to the hours of 7:00 a.m. to 10:00 p.m. Delivery trucks shall not be permitted to idle in the parking lots or loading areas and shall be required to have properly maintained, factory approved mufflers. Delivery truck drivers shall be encouraged to minimize acceleration and maintain reduced vehicle speeds while onsite. 68. Demolition and construction plans for the proposed project shall reflect the following note: "During demolition and construction, the contractor shall adhere to all City Noise Ordinance requirements to limit all construction activity, including equipment start-up, to between the hours of 7:00 a.m. and 8:00 p.m. Mondays through Saturdays. No construction shall take place on Sundays or federal holidays. 69. During demolition and construction, the contractor shall site all construction staging and storage areas away from sensitive receptors to the furthest extent possible. 70. During construction activities, the project developer shall ensure that all pile driving equipment shall be enclosed on all sides with an acoustical blanket barrier that provides a minimum sound transmission class (STC) rating of 30. The height of the blanket enclosure shall be at least 20 feet. With the exception of points of access to the enclosure area, there shall be no openings or gaps in the enclosure, and all points of access are to remain closed during pile driving activities. Notwithstanding Mitigation Measure No. 67, pile driving shall not commence prior to 8:00 a.m. on Saturday. 71. Prior to issuance of grading or demolition permits, the project developer shall submit a construction equipment staging plan to the City of Santa Ana for approval. Exhibit "B" Pa~ 10 of 15 7~B-206 72. Prior to the start of construction activity, the project developer shall post the name and telephone number of the construction relations officer on- site. 73. Prior to any site preparation, grading or construction, the project contractor shall provide to resident associations in the Sandpointe neighborhood, the Main Attraction Condominiums and the Pinnacle Apartments a project schedule indicating the type of construction activity and duration, construction staging areas and the name and telephone number of the construction relations officer. 74. Prior to issuance of occupancy permits, the project developer, at the project developer's sole expense, shall conduct a noise monitoring analysis to ensure that residential units achieve an interior noise level of 45 dB CNEL. The analysis shall be conducted by a qualified acoustical consultant and shall be submitted to the City's Planning and Building Agency for review. 75. Prior to issuance of a building permit, the project developer shall coordinate any required relocation of fire hydrants on the property with Santa Ana Fire Department. Final approval from the Fire Department is required regarding location of hydrants on the project site. 76. Prior to issuance of a grading permit, the project developer shall submit building plans to the Santa Ana Police Department in order to ensure compliance with the City of Santa Ana's Building Security Ordinance. The Police Department must approve the building plans with regard to the Building Security Ordinance prior to initiation of grading. 77. Prior to issuance of a building permit, the project developer shall prepare a Mandated Security Plan, which would need final Police department approval. The plan is required to address issues such as onsite uniform security staffing, restriction of hours of operation for the parking garages, implementation of electronic security, mechanical surveillance, and compliance with the basic principles of Crime Prevention Through Environmental Design. 78. Prior to issuance of a building permit, the project developer shall comply with Senate Bill 50 and pay applicable school impact fees. Currently, the Santa Ana Unified School District's adopted Fee Justification for residential development is $2.14 per square foot and $0.33 per square foot for commercial development. 79. Prior to issuance of a building permit, the project developer shall ensure that the appropriate park Acquisition and Development Fee and parkland dedication or in-lieu payments have been made. Exhibit "B" ~gl:i~~o7 80. Prior to issuance of building permits, the project developer shall submit a Construction Phasing Plan to Santa Ana Fire Department. The plan must be consistent with the Fire Department Fire Code requirements and must show that emergency access to the construction site is adequate. 81. Prior to issuance of building permits, the project developer shall provide evidence to the Santa Ana Fire Department that the proposed fire protection and life saving systems incorporated in the project are adequate. 82. Prior to issuance of building permits, the project developer shall submit the final design of the project, including fire sprinklers system design to the Santa Ana Fire Department for approval. 83. Prior to issuance of building permits, the project developer shall coordinate with the Santa Ana Fire Department and the Santa Ana Police Department regarding possible radio interference and installation of radio repeaters on a tower rooftop. 84. Prior to issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the restriping of the outside southbound through lane at the intersection of Main Street and Sunflower to a shared through and right turn lane. 85. Prior to issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the restriping the shared through right-turn lane at Hutton Centre Drive and MacArthur Boulevard to provide an exclusive through lane and construct a second northbound right turn lane for the northbound traffic. 86. Prior to issuance of building occupancy permits, the project developer shall pay for the construction of a third eastbound through lane on MacArthur Boulevard between Hutton Centre Drive/lmperial Promenade and the SR-55 northbound on-ramp. 87. Prior to the issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the installation of a traffic signal at Hutton Centre Drive and Hutton Centre Loop. 88. Prior to issuance of building occupancy permits, the project developer shall pay for the construction of a fourth eastbound lane on MacArthur Boulevard between Hutton Centre Drive/lmperial Promenade and the SR- 55 southbound on-ramp. Exhibit "B" paae 12 of 15 7oB-208 89. Prior to issuance of building occupancy permits, the project developer shall contribute $200,000 for the City of Santa Ana to prepare a neighborhood traffic study to assess any intrusion of project traffic into the Sandpointe Neighborhood. If traffic intrusion is attributable to the project, corrective measures could include forced-turn channelization, semi- diverters, diagonal diverters and cul-de-sacs. 90. Prior to issuance of building occupancy permits, the project developer shall develop a parking plan in cooperation with the City of Santa Ana to ensure that parking needs are met. 91. Prior to issuance of building occupancy permits, the project developer shall pay a fair-share contribution for restriping a second eastbound right- turn lane at the intersection of Main Street and Sunflower in order to achieve LOS D for 2025. 92. Prior to issuance of grading permits, the project developer shall coordinate with SCE to determine the exact location of all underground and overhead electrical facilities. All electrical facilities and associated structures to be left on the project site shall be protected from damage. 93. Prior to issuance of grading permits, the project developer shall ensure that grading plans reflect the under grounding of utility lines serving the proposed project. 94. Prior to issuance of grading permits, the project developer shall coordinate with Southern California Gas to determine the exact location of all underground natural gas facilities. All gas pipelines and associated structures to be left on the project site must be protected from damage. 95. Prior to issuance of grading permits, the project developer shall coordinate with Adelphia Communications to determine the exact location of all underground cable facilities. The developer shall protect all existing cable lines and associated structures to be left on the project site for damage. 96. Prior to issuance of grading permits, the project developer shall coordinate with SBC Communications (formerly Pacific Bell) to determine the exact location of all underground telephone facilities. The developer shall protect all existing telephone lines and associated structures to be left on the project site from damage. 97. Prior to issuance of grading permits, the project developer shall demonstrate to the City of Santa Ana that construction-related waste generated on-site would be recycled wherever feasible as the first choice of disposal method, leaving the option of landfill disposal as a last alternative. The proposed commercial uses shall incorporate facilities for collection and pick-up of recyclable materials into the design of the project. Exhibit "B" Pa~EiJ. 3 ~ 15 7 ol:j-~09 98. Prior to issuance of grading permits, the project developer shall coordinate with the Santa Ana Water Division to determine the exact location of all existing underground water supply facilities and take action to prevent damage to these facilities to be left on the project site or interfere with their operation. The project developer shall pay their fair share amount for the necessary facilities to accommodate project-related water supplies. 99. Prior to issuance of building permits, the existing eight-inch sewer line along Hutton Centre Drive north of Sandpointe Avenue, shall be replaced with a new 10-inch sewer line. 100. Prior to issuance of grading permits, the project developer shall coordinate with Waste Management on the type and location of facilities needed to provide solid waste disposal service to the project site. 101. Prior to issuance of grading permits, the project developer shall perform soil testing to determine is soil to be excavated from the site will require off-site disposal. If the soil is found to be contaminated, it will be properly disposed of in compliance with California environmental laws, regulations and policies. B. Police Department 1. A security plan must be submitted to the Police Department at the plan check stage for approval. The plan must cover all aspects of the projects security including security personnel, surveillance equipment, and hardware. The project will be required to have a minimum of four state licensed uniformed security personnel. One security officer will be required for each building, one for the podium level and one for the parking garage. 2. A minimum 12-inch shatterproof convex mirror shall be installed at each stair landing. All doors leading into stairwells shall be equipped with a minimum 5-inch by 20-inch fire rated window. The last flight of stairs shall be fully enclosed at its base. 3. The City of Santa Ana parking structure design standards shall be followed in its entirety. Duress alarms allowing voice communication with security personnel shall be placed in strategic locations, approved by the Police Department, throughout the parking garage. 4. All project walkways shall be illuminated to a minimum maintained one footcandle of light. Exhibit "B" fg13~~1b 5. All elevators serving the residential component of the project shall be equipped with card readers at the garage levels to restrict unauthorized access into the residential towers. The elevator lobbies shall be designed and constructed of material that allows maximum visibility of the interior of the lobby from the parking decks. Glazing material will be used to its maximum extent. Exhibit "B" ~1:i:~1~ i~ ----TI I:.'II'I~III I .-l . I I ; ~.. ilHl II NVld ~31SVW 3dV:)SONVl3::>Vld ~nHl~V::>VW I I' Ii I' 1 iii! I . Ii. ri II !jib II III NVld ~31SVW 3:)Vi~r~nHI~vgow : Ii: ;:il::: i II I: Iii! illh d i ~ - -. ~I !" ,i I I i (i Ii d ,I -ill 'i I - I - ~ - ~, - I: I I I I i -~ -~ -~ -~ -~ -~ -~ -~ - i~ -, -~. .~.~ -. i~ :;: :1 II Ii _I! ~ II I II II H! II II I I ! ~ I ~ : : I Ii.!' :.!.!.!. ~. :. & ifl "dd.~:;,:>I :'1"' ~ l -i - I I i-I r I - I - II I I I - I I - I Ii!' ~ I I _ ;ill~ II II Ii I I II i ! i.ldi Ii I, II I ~ I II i II i ~ ~I"i I' il il ~ "! I I I IIII ~ i . I i Ii I . : !! ~Il&sl.(! ~1' ~I ~ ~ ~II g ~ ~&WJM~ M 1/ b II II Ii II 111111 l~tl,i",:~Jt!,t)'l ~II! I ~ ;@ EXHIBIT B ATTACHMENT 1 J 75B-212 I ~I! 1:1:, ~ ';::: :1 ' il lmlll " )," [ Ii .01 :'.31:'1 !~ ~~'Ila NOUVln:l~1:J 3:lVld ~nHl~'I:l'IW 1!11~/II!I~IIIII).! 'll~. .' ~ '1IHIHI~ 1IIII,Id JIIII t d ~ vtN<!IO:lnv:> 'VNV VlNV$ :JO .uo NVld ~31SV"'" 3:::>Vld ~nHl~V::>o"", ~m." ...., -""4 . 1(; In . Iii. ~Illi " , II "" I 'r.' j r illl d ._, ii, Illll . [I ';J;i t I'~ . ai' :' \l_'_ , : ~ i 1i ~ I . I ' J: ~ II I l . ~ - ~ ! r _. .[ ~.I ..1 I! I. ! . : . I- - ~ I . :"1 ! ~ : ." I. : ' I ' I ; 1-::. :" I '. e I 'J--'--~. ,-_I ~: J I . i lElia_ -- n - ju ~11! ~.. I :::...~ =;tl 'Iii I II lil.l! 11m ~mlj I 01 ffil '-" ~' 51 -1 3; B! e:;; t iEB II: ='\: i i g \ L ~ I \ : J ' 1ffl'- -/ --- ~! _.J IH:i A A lill' ~! I! """"'....... I L.____oa ~..~-~~~-~-~~~7~7~ III III EXHIBIT B ATTACHMENT 2 7581213 ~~ I .. ~I U. 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II, ..... .--, ,;J ~ ..fL ~ oJ:) - i: n'. 0 ;.j 0 I' ~ "\' u ...... ;J .,J.......1. i: I! / 75S~~14 Conditions for Approval for Conditional Use Permit No. 2005-12 Conditional Use Permit No. 2005-12 (Retail) is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the Uniform Fire Code, the Uniform Building Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The applicant must comply with each and every condition listed below prior to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the conditional use permit approval. A. Plannina Division 1. All proposed site improvements must conform with the Site Plan Review approval of DP No. 03-78. 2. Any amendment to this conditional use permit must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or the conditional use permit must be amended. 3. The project shall incorporate on-site professional property management for the commercial component. 4. A Parking Management Plan must be submitted prior to building plan check. Covenants, Conditions and Restrictions (CC&Rs) that restrict truck delivery hours to non-peak periods shall be submitted prior to building plan check. 5. A Sign Program addressing wall and monument signage for the building and the entire development must be submitted to the Planning Commission for approval prior to submittal into building plan check. The sign program shall include details of the signage (text, materials) as well as a maintenance plan delineating the long-term repair and replacement of any graphic. 6. Signage to direct customers and guests to the adjacent parking structure shall be provided. A directional sign plan needs to be submitted and approved by the Planning Manager prior to issuance of a certificate of occupancy. 7. A Public Art Plan which proposes a specific work(s) of art for a specific location(s) shall be submitted to the Planning Commission for review and Exhibit "C" 7~B1_~145 approval. All public art approved by the Planning Commission shall be completely installed prior to the issuance of a certificate of occupancy for the project. 8. A detailed landscape plan must be reviewed and approved prior to issuance of any building permits. In addition to the landscaping palette, the plan shall include details on the hardscape design, lighting concepts and outdoor furniture. At a minimum, the project shall incorporate the amount and size of landscaping as shown on Sheet MLP1.1 attached hereto as Attachment 1 and incorporated by this reference as though fully set forth herein. The exact specifications for these items are subject to the review and approval of the Planning Commission. 9. After project occupancy, landscaping is to be maintained to include the minimum level of plant materials installed at the time of occupancy as required by the approved plans. 10. A detailed water feature plan must be reviewed and approved prior to issuance of any building permits. The plan shall include at least one water feature between the retail building and the Cinema Tower, details on the hardscape design and lighting concepts and an installation plan. The exact specifications for these items are subject to the review and approval of the Planning Commission. The water feature(s) shall be maintained in the same condition as installed at the time of occupancy. 11. The following items must be included as exterior amenities for the development: Enhanced paving in the retail parking lot, the retail walkways and the retail courtyard, and at least one water feature as shown on the site plan. The exact specifications for these items are subject to the review and approval of the Planning Commission. The amenities shall be completely installed prior to issuance of a certificate of occupancy for the building. The exterior amenities shall be maintained in the same condition as installed at the time of occupancy. 12. Pedestrian walkways shall be provided through all lots to establish pedestrian pathways throughout the development as shown on Attachment 2 and incorporated by this reference as though fully set forth herein. The amenities to be provided along this pathway shall include decorative concrete and paving, accent lighting and landscape planters as shown on the plans. The materials and design of the walkway is subject to the review and approval of the Planning Manager. The improvements in each phase must be completed prior to occupancy of the first unit in the respective phases. 13. Development, operational and maintenance standards shall be established for the number, style and location of outdoor seating. The Exhibit "C" 7~Ef-~146 seating shall be made of a durable material such as concrete or painted iron and be designed to minimize effects from vandalism, skateboarding and weather. This seating shall be reviewed and approved in conjunction with the landscape plan and must be submitted prior to building plan check. 14. Trash receptacles shall be located in high activity areas, such as plazas and other public open spaces. The style of the receptacles shall be compatible with other plaza furnishings. 15. All street furniture surfaces, pedestrian level walls and amenities shall incorporate graffiti resistant coatings. 16. A floor plan of the project shall be submitted to the Planning Manager for approval. The plan shall ensure that direct visibility into the tenant spaces is maintained and glass storefronts and windows within the retail component shall provide clear glass. The use of opaque or semi-opaque storefronts or glass is prohibited. 17. Public payphones, if provided, may only be located within buildings. 18. Prior to submittal into building plan check, detailed elevations shall be submitted that include exterior finishes, materials, and colors. The elevations are subject to the review and approval of the Planning Manager. 19. Construction workers for the project shall be prohibited from parking in the adjacent neighborhoods. 20. Prior to issuance of building permits, a Waste Management Plan shall be submitted to the Planning Manager for approval. The plans shall include information on items such as pick-up, delivery, and types of bins required. Mitiaation Measures 21. Prior to issuance of building permits, the project developer shall ensure that the building plans reflect the following information: outdoor lighting fixtures adjacent to exterior doors and within walkways and parking lots shall generate a minimum 1.0 foot candle level of light during normal operation hours. During non-operating hours outdoor lighting fixtures shall generate no less than .25 foot candle level of light. All lighting shall be directed towards the interior of the project site. 22. Prior to issuance of building permits, building plans for the proposed project shall reflect the use of non-reflective building materials to minimize light and glare impacts. Exhibit "C" 7~B3_~147 23. Prior to the issuance of building permits, a Final Landscape Plan for each building component of the project shall be approved by the City of Santa Ana Planning and Building Agency. The Final Landscape Plan shall be based on the conceptual landscape plan included in the EIR. 24. Prior to issuance of Certificate of Occupancy Permits, the required landscaping for each building component of the project shall be installed to the satisfaction of the City of Santa Ana Planning Department. 25. Prior to the issuance of a building permit, the project developer shall provide the Planning Manager plans that incorporate lighting and any other conditions in the manner required by the FAA during the construction phase (e.g. for the cranes) and after completion. 26. Pursuant to state law, prior to issuance of a certificate of a use and occupancy permit, the project proponent shall provide evidence to the City of Santa Ana that a Notice of Airport in the vicinity has been recorded on the deed for each residential unit and shall remain so recorded so as long as the airport is in operation. 27. As required by the AELUP, prior to issuance of the certificate of use and occupancy, the City shall ensure that the sales office for the residential unit posts a conspicuous sign informing potential buyers to the presence of the airport. The notice shall be in the same language as the need notice. 28. Prior to the issuance of a building permit, the project developer shall provide evidence to the Planning Manager that an FAA "NO Hazard" determination has been secured for the operation of the construction cranes. The project developer shall demonstrate compliance with any conditions imposed by the FAA. 29. During construction, the contractor shall be required to comply with SCAQMD Fugitive Dust Rule 403 to suppress dust generated by construction operations. To ensure compliance with SCAQMD Fugitive Dust Rule 403, grading plans and demolition plans for the proposed project shall reflect the following notes: . All materials excavated or graded shall be sufficiently watered to prevent excessive amounts of dust. Watering with complete coverage shall occur at least twice daily, once in the late moming and once after work is done for the day. . All clearing and earthwork activities shall cease during periods of high winds (winds greater than 25 mph averaged over one hour) or during Stage 1 or Stage 2 smog episodes. Exhibit "C" 7~a4_~148 . Internal roadways and project site entry and exit points shall be cleaned at the end of each day by the project developer. Dust and debris from construction activities that migrates or is carried onto MacArthur Boulevard or Main Street adjacent to the project site shall also be cleaned each day. . All material transported off-site shall either be sufficiently watered or securely covered to prevent excessive amounts of dust. Haul trucks leaving the site shall have a minimum freeboard distance of 12- inches. . Construction equipment leaving the project site shall be wheel washed. . The amount of area disturbed by clearing and earthwork activities shall be minimized at all times. . Equipment engines shall be maintained in good condition and in proper tune according manufacturer's specifications. . To the extent feasible, construction equipment shall use alternative clean fuels such as compressed natural gas equipment with oxidation catalysts. If alternative clean fuels are not feasible, gasoline powered construction equipment shall be used. . Construction equipment operating on diesel fuel shall use particulate filters or low sulfur diesel. . To the extent feasible construction operations shall use electricity from power poles in-lieu of temporary diesel or gasoline-powered generators. 30. Prior to commencement of construction activities, the project developer shall identify to the City a construction relations officer to act as a community liaison concerning on-site activity, including resolution of issues related to dust generation from grading/paving activities. A publicly visible sign shall be posted with the name of construction relations officer and a telephone number. 31. During finish work, the construction contractor shall ensure the minimization of ROG emissions. Building plans for the project shall specify and require the use of pre-coated building materials, use of high pressure-low volume (HPL V) paint applicators with 50 percent efficiency, and use of lower volatility paint not to exceed 100 grams of ROG per liter. Exhibit "C" 7~B5_~149 32. During construction and grading activities, the developer's construction contractor shall comply with the measures set forth in the Storm Water Pollution Prevention Plan (SWPPP) to ensure that airborne dust is kept to a minimum. 33. Prior to issuance of building permits and to the extent feasible, building plans for the proposed project shall reflect the use of the following measures. . Use low-polluting high energy-efficient appliances . Install solar panels on roofs to supply electricity for heating and cooling . Use double-paned windows to reduce thermal loss . Install automatic lighting on/off controls and energy-efficient lighting . Use light colored roofing materials in new construction to deflect heat away from buildings. 34. During grading operations special handling of on-site soils shall be required, due to the high moisture content of the soils, which is well above optimum moisture conditions. The City of Santa Ana shall monitor the grading contractor to ensure stabilization of the soils during grading prior to placing and compacting fill soils over wet sub-grade soils, as recommended in the geotechnical investigation prepared by Geotechnical Professionals, Inc. 35. Prior to issuance of building permits, the project developer shall ensure that pile foundations are incorporated into the project design to mitigate the potential settlement hazards beneath the proposed buildings. Pile foundations shall be installed according to the recommendations provided in the project geotechnical report. 36. Prior to issuance of building permits, the project developer shall ensure that the subterranean portion of the structures is designed and installed to resist hydrostatic pressure and be a water-proof barrier between the existing soils and subterranean portions of the buildings. This design and installation shall be consistent with the recommendations provided in the project geotechnical report. 37. Prior to initiation of project grading, the project developer shall ensure that all existing utilities will be relocated, abandoned and removed, rerouted, or protected in coordination with the project developer and affected utility companies. 38. Prior to issuance of a grading permit for project construction, the project developer shall ensure that a Final Geotechnical Report on the project site is prepared. All recommendations from this Final Geotechnical Report shall be incorporated into the final grading plan for the project. Exhibit "C" 7~~-~~O 39. Prior to issuance of building permits, the project developer shall ensure that all structures on the site are designed in accordance with the seismic design provisions set forth in the Final Geotechnical Report and the Uniform Building Code in order to promote safety in the event of a seismic event. 40. Prior to issuance of grading permits, the project developer shall determine and demonstrate to the City of Santa Ana that the foundation piles for the project would not intrude into the Orange County groundwater basin. In the event the foundations intrude into the groundwater basin, the project developer shall obtain approval and/or permits from the Orange County Water District and the Regional Water Quality Control Board. Any measures required by these agencies will be incorporated into the final design and construction specifications for the project. 41. Prior to issuance of grading permits the project developer shall ensure that provisions set forth in the Final Geotechnical Report regarding dust control measures during site preparation, grading and construction are incorporated into the final construction specifications for the project. 42. Prior to issuance of Certificate of Occupancy permits, the project developer shall submit to the City of Santa Ana CC&Rs for each residential project. The CC&Rs shall outline the environmental awareness, conditions and Best Management Practices regarding the handling and storage of hazardous materials as identified in the Water Quality Management Plan for MacArthur Place South. 43. Prior to issuance of grading permits, the project developer shall provide proof to the City of Santa Ana of an NPDES permit from the RWQCB for on-site dewatering activities. 44. The residential management companies shall ensure that post- construction Best Management Practices (BMP's) are strictly adhered to by all building occupants and tenants. 45. Prior to issuance of a demolition permit, the project developer shall prepare an asbestos survey to determine the presence of asbestos containing building materials. The survey shall be submitted to the City's Environmental Coordinator for review. If asbestos is identified, proper precautions shall be taken during demolition in compliance with California environmental laws, regulations and policies. 46. Prior to issuance of a demolition permit, the project developer shall prepare a lead paint survey to determine the presence of lead based paint. The survey shall be submitted to the City's Environmental Coordinator for review. If lead based paint or mercury is identified, proper Exhibit "C" 7~-~~1 precautions shall be taken during demolition in compliance with California environmental laws, regulations and policies. 47. Prior to occupancy of residential units, the project developer shall ensure that CC&Rs for the community homeowners associations are recorded specifying maintenance responsibilities for all BMP's identified in the Water Quality Management Plan. 48. Prior to issuance of a grading permit for the project, the project developer shall prepare and submit a Notice of Intent (NOI) to the State Water Resources Control Board (SWRCB). The developer will also submit the NOI and the project Water Discharge identification Number (WDIN) provided by the SWRCB to the City of Santa Ana City Engineer. 49. During all site preparation, grading and construction, the project developer shall ensure that the project contractor complies with all applicable requirements of the NPDES permit, the Drainage Area Management Plan (DAMP), and the City's Local Implementation Plan (LIP). BMP's from the DAMP and the LIP will be implemented by the project contractors, as appropriate during site preparation, grading and construction. 50. Prior to issuance of a grading permit, the project developer shall prepare a Final Storm Water Pollution Prevention Plan (SWPPP). This plan shall be submitted and approved by the City Engineer prior to initiation of any grading activity. The project shall maintain the SWPPP on the construction site throughout the construction period. 51. During all site preparation, grading and construction, the project developer shall ensure that its contractor implements the provisions of the SWPPP. 52. Prior to the issuance of grading permits, the project developer shall submit a Final Water Quality Management Plan (WQMP) based on the Final Grading Plan, to be approved by the City's Director of Public Works. The WQMP shall be consistent with the DAMP and shall contain provisions and BMP's for construction and operation conditions. 53. Prior to the issuance of building permits, the project developer shall pay the City's drainage impact fee. 54. Prior to the issuance of grading permits, the project developer shall verify that structural BMP's have been permanently incorporated into project plans. Such BMP's shall ensure that pollutants from project-related storm water runoff are mitigated consistently with applicable state and local standards. Exhibit "C" 7~ea-~~2 55. Prior to issuance of grading permits, the project developer shall submit a final drainage plan to the City identifying the exact size and location of drainage facilities. 56. Prior to issuance of grading permits, the project developer shall provide proof of an NPDES permit from RWQCB to the City for onsite dewatering activities. 57. Prior to issuance of building permits for tenant improvements for restaurant uses, the project developer shall ensure that the proposed restaurants are fitted with grease interceptors to the size and capacity as designated by the City of Santa Ana Building Division. 58. Prior to issuance of building permits, building plans shall reflect the construction of noise barriers to ensure an exterior noise level of 65 CNEL or less around patios and balconies that are considered open space by the City of Santa Ana. The barriers shall be constructed of materials that provide a surface density of at least four pounds per square foot and shall be continuous (without gaps or gates). The height of the barriers shall be sufficient to reduce the exterior noise level to a CNEL of 65 dB or less, and shall be determined by a qualified acoustical consultant as part of the final engineering design of the project. 59. Prior to issuance of building permits, building plans shall specify the STC rating of windows and doors for all residential land uses. Window and door ratings shall be sufficient to reduce the interior noise level to a CNEL of 45 dB or less, and shall be determined by a qualified acoustical consultant as part of the final engineering design of the project. 60. Prior to building occupancy, mechanical ventilation shall be installed at the proposed condominiums and residential towers since the interior CNEL standard of 45 dB is to be met with all windows and doors closed. 61. Prior to building occupancy, to the extent possible, all equipment shall be enclosed within a building or separate structure. Where this is not possible, barriers may be necessary to shield the equipment from the existing and proposed residential buildings. Depending on the size and style of the equipment, silencers in the intake and exhaust ducts may also be necessary to reduce noise at the residential buildings to an acceptable level. 62. Upon project completion, truck deliveries to the restaurant and the retail building shall be restricted to the hours of 7:00 a.m. to 10:00 p.m. Delivery trucks shall not be permitted to idle in the parking lots or loading areas and shall be required to have properly maintained, factory approved mufflers. Exhibit "C" P~~9 of 14 70ts-223 Delivery truck drivers shall be encouraged to minimize acceleration and maintain reduced vehicle speeds while onsite. 63. Demolition and construction plans for the proposed project shall reflect the following note: "During demolition and construction, the contractor shall adhere to all City Noise Ordinance requirements to limit all construction activity, including equipment start-up, to between the hours of 7:00 a.m. and 8:00 p.m. Mondays through Saturdays. No construction shall take place on Sundays or federal holidays. 64. During demolition and construction, the contractor shall site all construction staging and storage areas away from sensitive receptors to the furthest extent possible. 65. During construction activities, the project developer shall ensure that all pile driving equipment shall be enclosed on all sides with an acoustical blanket barrier that provides a minimum sound transmission class (STC) rating of 30. The height of the blanket enclosure shall be at least 20 feet. With the exception of points of access to the enclosure area, there shall be no openings or gaps in the enclosure, and all points of access are to remain closed during pile driving activities. Notwithstanding Mitigation Measure No. 62, pile driving shall not commence prior to 8:00 a.m. on Saturday. 66. Prior to issuance of grading or demolition permits, the project developer shall submit a construction equipment staging plan to the City of Santa Ana for approval. 67. Prior to the start of construction activity, the project developer shall post the name and telephone number of the construction relations officer on- site. 68. Prior to any site preparation, grading or construction, the project contractor shall provide to resident associations in the Sandpointe neighborhood, the Main Attraction Condominiums and the Pinnacle Apartments a project schedule indicating the type of construction activity and duration, construction staging areas and the name and telephone number of the construction relations officer. 69. Prior to issuance of occupancy permits, the project developer, at the project developer's sole expense, shall conduct a noise monitoring analysis to ensure that residential units achieve an interior noise level of 45 dB CNEL. The analysis shall be conducted by a qualified acoustical consultant and shall be submitted to the City's Planning and Building Agency for review. Exhibit "C" ~13~~24 70. Prior to issuance of a building permit, the project developer shall coordinate any required relocation of fire hydrants on the property with Santa Ana Fire Department. Final approval from the Fire Department is required regarding location of hydrants on the project site. 71. Prior to issuance of a grading permit, the project developer shall submit building plans to the Santa Ana Police Department in order to ensure compliance with the City of Santa Ana's Building Security Ordinance. The Police Department must approve the building plans with regard to the Building Security Ordinance prior to initiation of grading. 72. Prior to issuance of a building permit, the project developer shall prepare a Mandated Security Plan, which would need final Police department approval. The plan is required to address issues such as onsite uniform security staffing, restriction of hours of operation for the parking garages, implementation of electronic security, mechanical surveillance, and compliance with the basic principles of Crime Prevention Through Environmental Design. 73. Prior to issuance of a building permit, the project developer shall comply with Senate Bill 50 and pay applicable school impact fees. Currently, the Santa Ana Unified School District's adopted Fee Justification for residential development is $2.14 per square foot and $0.33 per square foot for commercial development. 74. Prior to issuance of a building permit, the project developer shall ensure that the appropriate park Acquisition and Development Fee and parkland dedication or in-lieu payments have been made. 75. Prior to issuance of building permits, the project developer shall submit a Construction Phasing Plan to Santa Ana Fire Department. The plan must be consistent with the Fire Department Fire Code requirements and must show that emergency access to the construction site is adequate. 76. Prior to issuance of building permits, the project developer shall provide evidence to the Santa Ana Fire Department that the proposed fire protection and life saving systems incorporated in the project are adequate. 77. Prior to issuance of building permits, the project developer shall submit the final design of the project, including fire sprinklers system design to the Santa Ana Fire Department for approval. 78. Prior to issuance of building permits, the project developer shall coordinate with the Santa Ana Fire Department and the Santa Ana Police Exhibit "C" ~g13~~25 Department regarding possible radio interference and installation of radio repeaters on a tower rooftop. 79. Prior to issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the restriping of the outside southbound through lane at the intersection of Main Street and Sunflower to a shared through and right turn lane. 80. Prior to issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the restriping the shared through right-turn lane at Hutton Centre Drive and MacArthur Boulevard to provide an exclusive through lane and construct a second northbound right turn lane for the northbound traffic. 81. Prior to issuance of building occupancy permits, the project developer shall pay for the construction of a third eastbound through lane on MacArthur Boulevard between Hutton Centre Drive/lmperial Promenade and the SR-55 northbound on-ramp. 82. Prior to the issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the installation of a traffic signal at Hutton Centre Drive and Hutton Centre Loop. 83. Prior to issuance of building occupancy permits, the project developer shall pay for the construction of a fourth eastbound lane on MacArthur Boulevard between Hutton Centre Drive/Imperial Promenade and the SR- 55 southbound on-ramp. 84. Prior to issuance of building occupancy permits, the project developer shall contribute $200,000 for the City of Santa Ana to prepare a neighborhood traffic study to assess any intrusion of project traffic into the Sandpointe Neighborhood. If traffic intrusion is attributable to the project, corrective measures could include forced-turn channelization, semi- diverters, diagonal diverters and cul-de-sacs. 85. Prior to issuance of building occupancy permits, the project developer shall develop a parking plan in cooperation with the City of Santa Ana to ensure that parking needs are met. 86. Prior to issuance of building occupancy permits, the project developer shall pay a fair-share contribution for restriping a second eastbound right- turn lane the intersection of Main Street and Sunflower in order to achieve LOS D for 2025. 87. Prior to issuance of grading permits, the project developer shall coordinate with SCE to determine the exact location of all underground and overhead Exhibit "C" Pa~e 12 of 14 7oB-226 electrical facilities. All electrical facilities and associated structures to be left on the project site shall be protected from damage. 88. Prior to issuance of grading permits, the project developer shall ensure that grading plans reflect the under grounding of utility lines serving the proposed project. 89. Prior to issuance of grading permits, the project developer shall coordinate with Southern California Gas to determine the exact location of all underground natural gas facilities. All gas pipelines and associated structures to be left on the project site must be protected from damage. 90. Prior to issuance of grading permits, the project developer shall coordinate with Adelphia Communications to determine the exact location of all underground cable facilities. The developer shall protect all existing cable lines and associated structures to be left on the project site for damage. 91. Prior to issuance of grading permits, the project developer shall coordinate with SBC Communications (formerly Pacific Bell) to determine the exact location of all underground telephone facilities. The developer shall protect all existing telephone lines and associated structures to be left on the project site from damage. 92. Prior to issuance of grading permits, the project developer shall demonstrate to the City of Santa Ana that construction-related waste generated on-site would be recycled wherever feasible as the first choice of disposal method, leaving the option of landfill disposal as a last alternative. The proposed commercial uses shall incorporate facilities for collection and pick-up of recyclable materials into the design of the project. 93. Prior to issuance of grading permits, the project developer shall coordinate with the Santa Ana Water Division to determine the exact location of all existing underground water supply facilities and take action to prevent damage to these facilities to be left on the project site or interfere with their operation. The project developer shall pay their fair share amount for the necessary facilities to accommodate project-related water supplies. 94. Prior to issuance of building permits, the existing eight-inch sewer line along Hutton Centre Drive, north of Sandpointe Avenue shall be replaced with a new 10-inch sewer line. 95. Prior to issuance of grading permits, the project developer shall coordinate with Waste Management on the type and location of facilities needed to provide solid waste disposal service to the project site. Exhibit "C" rg13~~27 96. Prior to issuance of grading permits, the project developer shall perform soil testing to determine is soil to be excavated from the site will require off-site disposal. If the soil is found to be contaminated, it will be properly disposed of in compliance with California environmental laws, regulations and policies. B. Police Department 1. A security plan must be submitted to the Police Department at the plan check stage for approval. The plan must cover all aspects of the projects security including security personnel, surveillance equipment, and hardware. The project will be required to have a minimum of four state licensed uniformed security personnel. One security officer will be required for each building, one for the podium level and one for the parking garage. 2. A minimum 12-inch shatterproof convex mirror shall be installed at each stair landing. All doors leading into stairwells shall be equipped with a minimum 5-inch by 20-inch fire rated window. The last flight of stairs shall be fully enclosed at its base. 3. The City of Santa Ana parking structure design standards shall be followed in its entirety. Duress alarms allowing voice communication with security personnel shall be placed in strategic locations, approved by the Police Department, throughout the parking garage. 4. All project walkways shall be illuminated to a minimum maintained one footcandle of light. 5. All elevators serving the residential component of the project shall be equipped with card readers at the garage levels to restrict unauthorized access into the residential towers. The elevator lobbies shall be designed and constructed of material that allows maximum visibility of the interior of the lobby from the parking decks. Glazing material will be used to its maximum extent. Exhibit "C" ~t3~~2~ EXHIBIT C ATTACHMENT 1 _~J 75B-229 WV~!)Vla NOIlVln;)~1:> 3::JVld ~nHl~V::JVW I' III~'IIII . M . I . I d > . 11,111'11'11 I II ). ~ I h d, U, , , I I ,II . a. IllilUHll11 Illllii Jllh d'1 ~ Y1N~o:mv:> .VNV VlNV$ ;O..uo NVld ~31SVW 3:>Vld ~nHHlV::>OW 01 gi 1;1 i.l ~I ~i III I I ~! III I I ~! ",I ~; . 19 ) i I 0: ;::~=~;j DSJD -----, /'1 - - , --- - --' . ~-= -: _ '- -= 3: i ~ -I ~ ~ = ~ ~i i ~ J' ': I' r I c::,::;: L33WJ.S """ -- .' -"~ ' - ---C-' - ~ - - - -" ~ 7 =-C.7 ~ . III " . m iii L.____ ., EXHIBIT C ATTACHMENT 2 75Bt.230 i~ ~.. ~ :: 7.:'\, I .... uu ;.": ;::H '.,,-1: ' , I , , I ( , , o a: <C ~ -l ::> o cD a: ::> J: .~ .6' <c' ~ jl' i' I ' ~ \ J :'III~I 'I I N ."':'::::::::;:;':;;~; ,Ilil"!!! Ii! iJIIl.i~' .' ~ ,lUUI:li III IJ!t3HHH J~ I ~ \\. ig~~;~~':~'~"'> ';'-:C))/'\1l O. '~~~~ " Fg;(w/ ..:r-...~.,~".l~ i \ ~ - ,/ \:: ~ . ~* - . -'~' ~ ~--'- i ,~ t ~ ,/ ~ l. . .... '---. _.~"""- -.."._..___.---- .",,' 0 w l.: :5 iSj , .. ,~, ,JcJlL . . ,r 1:1 II! ;r" ..a.. :;.~ ~ ..tL ~ '.t) - i: .Il'l. 0 tJ ~ I' 0 "\' U .....:1 .1 .-a-.' ...g. .>J .,1. / 20f2 75B-231 Conditions for Approval for Conditional Use Permit No. 2005-13 Conditional Use Permit No. 2005-13 (Restaurant) is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the Uniform Fire Code, the Uniform Building Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The applicant must comply with each and every condition listed below prior to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the conditional use permit approval. A. Plannina Division 1. All proposed site improvements must conform with the Site Plan Review approval of DP No. 03-78. 2. Any amendment to this conditional use permit must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or the conditional use permit must be amended. 3. A Parking Management Plan must be submitted prior to building plan check. Covenants, Conditions and Restrictions (CC&Rs) that restrict truck delivery hours to non-peak periods shall be submitted prior to building plan check. 4. Signage to direct customers and guests to the adjacent parking structure shall be provided. A directional sign plan shall be submitted and approved by the Planning Manager prior to issuance of a certificate of occupancy. 5. A Sign Program addressing wall and monument signage on the building and for the entire development must be submitted to the Planning Commission for approval prior to submittal into building plan check. The sign program shall include details of the signage (text, materials) as well as a maintenance plan delineating the long-term repair and replacement of any graphic. 6. Prior to submittal into building plan check, detailed elevations shall be submitted that include exterior finishes, materials, and colors. The plans are subject to the review and approval of the Planning Manager. 7. A Public Art Plan which proposes a specific work(s) of art for a specific location(s) shall be submitted to the Planning Commission for review and Exhibit "D" f~1_~~2 approval. All public art approved by the Planning Commission shall be completely installed prior to the issuance of a certificate of occupancy for the project. 8. A detailed landscape plan must be reviewed and approved prior to issuance of any building permits. In addition to the landscaping palette, the plan shall include details on the hardscape design, lighting concepts and outdoor furniture. At a minimum, the project shall incorporate the amount and size of landscaping as shown on Sheet MLP1.1 attached hereto as Attachment 1 and incorporated by this reference as though fully set forth herein. The exact specifications for these items are subject to the review and approval of the Planning Commission. 9. After project occupancy, landscaping is to be maintained to include the minimum level of plant materials installed at the time of occupancy as required by the approved plans. 10. A detailed water feature plan must be reviewed and approved prior to issuance of any building permits. The plan shall include at least one water feature to be located between the restaurant building and Cinema Tower, details on the hardscape design and lighting concepts and an installation plan. The exact specifications for these items are subject to the review and approval of the Planning Commission. The water feature(s) shall be maintained in the same condition as installed at the time of occupancy. 11. The following items must be included as exterior amenities for the development: Enhanced paving in the retail and restaurant parking lot, the retail walkways, the retail courtyard and at least one water feature. The exact specifications for these items are subject to the review and approval of the Planning Commission. The amenities shall be completely installed prior to issuance of a certificate of occupancy for the building. The exterior amenities shall be maintained in the same condition as installed at the time of occupancy. 12. Pedestrian walkways shall be provided through all lots to establish pedestrian pathways throughout the development as shown on Attachment 2 and incorporated by this reference as though fully set forth herein. The amenities to be provided along this pathway shall include decorative concrete and paving, accent lighting and landscape planters as shown on the plans. The materials and design of the walkway is subject to the review and approval of the Planning Manager. The improvements in each phase must be completed prior to occupancy of the first unit in the respective phases. 13. Development, operational and maintenance standards shall be established for the number, style and location of outdoor seating. The Exhibit "D" 75a2_~33 seating shall be made of a durable material such as concrete or painted iron and be designed to minimize effects from vandalism, skateboarding and weather. This seating shall be reviewed and approved in conjunction with the landscape plan and must be submitted prior to building plan check. 14. Trash receptacles shall be located in high activity areas, such as plazas and other public open spaces. The style of the receptacles shall be compatible with other plaza furnishings. 15. All street furniture surfaces, pedestrian level walls and amenities shall incorporate graffiti resistant coatings. 16. A floor plan of the project shall be submitted to the Planning Manager for approval. The plan shall ensure that direct visibility into the tenant spaces is maintained and glass storefronts and windows within the retail component shall provide clear glass. The use of opaque or semi-opaque storefronts or glass is prohibited. 17. Public payphones, if provided, may only be located within buildings. 18. Construction workers for the project shall be prohibited from parking in the adjacent neighborhoods. 19. Prior to issuance of building permits, a Waste Management Plan shall be submitted to the Planning Manager for approval. The plans shall include information on items such as pick-up, delivery, and types of bins required. Mitiaation Measures 20. Prior to issuance of building permits, the project developer shall ensure that the building plans reflect the following information: outdoor lighting fixtures adjacent to exterior doors and within walkways and parking lots shall generate a minimum 1.0 foot candle level of light during normal operation hours. During non-operating hours outdoor lighting fixtures shall generate no less than .25 foot candle level of light. All lighting shall be directed towards the interior of the project site. 21. Prior to issuance of building permits, building plans for the proposed project shall reflect the use of non-reflective building materials to minimize light and glare impacts. 22. Prior to the issuance of building permits, a Final Landscape Plan for each building component of the project shall be approved by the City of Santa Ana Planning and Building Agency. The Final Landscape Plan shall be based on the conceptual landscape plan included in the EI R. Exhibit "D" 7~~-~~4 23. Prior to issuance of Certificate of Occupancy Permits, the required landscaping for each building component of the project shall be installed to the satisfaction of the City of Santa Ana Planning Department. 24. Prior to the issuance of a building permit, the project developer shall provide the Planning Manager plans that incorporate lighting and any other conditions in the manner required by the FAA during the construction phase (e.g. for the cranes) and after completion. 25. Pursuant to state law, prior to issuance of a certificate of a use and occupancy permit, the project proponent shall provide evidence to the City of Santa Ana that a Notice of Airport in the vicinity has been recorded on the deed for each residential unit and shall remain so recorded so as long as the airport is in operation. 26. As required by the AELUP, prior to issuance of the certificate of use and occupancy, the City shall ensure that the sales office for the residential unit posts a conspicuous sign informing potential buyers to the presence of the airport. The notice shall be in the same language as the need notice. 27. Prior to the issuance of a building permit, the project developer shall provide evidence to the Planning Manager that an FAA "NO Hazard" determination has been secured for the operation of the construction cranes. The project developer shall demonstrate compliance with any conditions imposed by the FAA. 28. During construction, the contractor shall be required to comply with SCAQMD Fugitive Dust Rule 403 to suppress dust generated by construction operations. To ensure compliance with SCAQMD Fugitive Dust Rule 403, grading plans and demolition plans for the proposed project shall reflect the following notes: . All materials excavated or graded shall be sufficiently watered to prevent excessive amounts of dust. Watering with complete coverage shall occur at least twice daily, once in the late morning and once after work is done for the day. . All clearing and earthwork activities shall cease during periods of high winds (winds greater than 25 mph averaged over one hour) or during Stage 1 or Stage 2 smog episodes. . Intemal roadways and project site entry and exit points shall be cleaned at the end of each day by the project developer. Dust and debris from construction activities that migrates or is carried onto Exhibit "D" j~4_~~5 MacArthur Boulevard or Main Street adjacent to the project site shall also be cleaned each day. . All material transported off-site shall either be sufficiently watered or securely covered to prevent excessive amounts of dust. Haul trucks leaving the site shall have a minimum freeboard distance of 12- inches. . Construction equipment leaving the project site shall be wheel washed. . The amount of area disturbed by clearing and earthwork activities shall be minimized at all times. . Equipment engines shall be maintained in good condition and in proper tune according manufacturer's specifications. . To the extent feasible, construction equipment shall use alternative clean fuels such as compressed natural gas equipment with oxidation catalysts. If alternative clean fuels are not feasible, gasoline powered construction equipment shall be used. . Construction equipment operating on diesel fuel shall use particulate filters or low sulfur diesel. . To the extent feasible construction operations shall use electricity from power poles in-lieu of temporary diesel or gasoline-powered generators. 29. Prior to commencement of construction activities, the project developer shall identify to the City a construction relations officer to act as a community liaison concerning on-site activity, including resolution of issues related to dust generation from grading/paving activities. A publicly visible sign shall be posted with the name of construction relations officer and a telephone number. 30. During finish work, the construction contractor shall ensure the minimization of ROG emissions. Building plans for the project shall specify and require the use of pre-coated building materials, use of high pressure-low volume (HPL V) paint applicators with 50 percent efficiency, and use of lower volatility paint not to exceed 100 grams of ROG per liter. 31. During construction and grading activities, the developer's construction contractor shall comply with the measures set forth in the Storm Water Pollution Prevention Plan (SWPPP) to ensure that airborne dust is kept to a minimum. Exhibit OlD" 7~~-~~6 32. Prior to issuance of building permits and to the extent feasible, building plans for the proposed project shall reflect the use of the following measures. . Use low-polluting high energy-efficient appliances . Install solar panels on roofs to supply electricity for heating and cooling . Use double-paned windows to reduce thermal loss . Install automatic lighting on/off controls and energy-efficient lighting . Use light colored roofing materials in new construction to deflect heat away from buildings. 33. During grading operations special handling of on-site soils shall be required, due to the high moisture content of the soils, which is well above optimum moisture conditions. The City of Santa Ana shall monitor the grading contractor to ensure stabilization of the soils during grading prior to placing and compacting fill soils over wet sub-grade soils, as recommended in the geotechnical investigation prepared by Geotechnical Professionals, Inc. 34. Prior to issuance of building permits, the project developer shall ensure that pile foundations are incorporated into the project design to mitigate the potential settlement hazards beneath the proposed buildings. Pile foundations shall be installed according to the recommendations provided in the project geotechnical report. 35. Prior to issuance of building permits, the project developer shall ensure that the subterranean portion of the structures is designed and installed to resist hydrostatic pressure and be a water- proof barrier between the existing soils and subterranean portions of the buildings. This design and installation shall be consistent with the recommendations provided in the project geotechnical report. 36. Prior to initiation of project grading, the project developer shall ensure that all existing utilities will be relocated, abandoned and removed, rerouted, or protected in coordination with the project developer and affected utility companies. 37. Prior to issuance of a grading permit for project construction, the project developer shall ensure that a Final Geotechnical Report on the project site is prepared. All recommendations from this Final Geotechnical Report shall be incorporated into the final grading plan for the project. 38. Prior to issuance of building permits, the project developer shall ensure that all structures on the site are designed in accordance with the seismic design provisions set forth in the Final Geotechnical Report and the Exhibit "D" P~~6 of 14 70ts-237 Uniform Building Code in order to promote safety in the event of a seismic event. 39. Prior to issuance of grading permits, the project developer shall determine and demonstrate to the City of Santa Ana that the foundation piles for the project would not intrude into the Orange County groundwater basin. In the event the foundations intrude into the groundwater basin, the project developer shall obtain approval and/or permits from the Orange County Water District and the Regional Water Quality Control Board. Any measures required by these agencies will be incorporated into the final design and construction specifications for the project. 40. Prior to issuance of grading permits the project developer shall ensure that provisions set forth in the Final Geotechnical Report regarding dust control measures during site preparation, grading and construction are incorporated into the final construction specifications for the project. 41. Prior to issuance of Certificate of Occupancy permits, the project developer shall submit to the City of Santa Ana CC&Rs for each residential project. The CC&Rs shall outline the environmental awareness, conditions and Best Management Practices regarding the handling and storage of hazardous materials as identified in the Water Quality Management Plan for MacArthur Place South. 42. Prior to issuance of grading permits, the project developer shall provide proof to the City of Santa Ana of an NPDES permit from the RWQCB for on-site dewatering activities. 43. The residential management companies shall ensure that post- construction Best Management Practices (BMP's) are strictly adhered to by all building occupants and tenants. 44. Prior to issuance of a demolition permit, the project developer shall prepare an asbestos survey to determine the presence of asbestos containing building materials. The survey shall be submitted to the City's Environmental Coordinator for review. If asbestos is identified, proper precautions shall be taken during demolition in compliance with California environmental laws, regulations and policies. 45. Prior to issuance of a demolition permit, the project developer shall prepare a lead paint survey to determine the presence of lead based paint. The survey shall be submitted to the City's Environmental Coordinator for review. If lead based paint or mercury is identified, proper precautions shall be taken during demolition in compliance with California environmental laws, regulations and policies. Exhibit "D" P~e 7 of 14 7~B-238 46. Prior to occupancy of residential units, the project developer shall ensure that CC&Rs for the community homeowners associations are recorded specifying maintenance responsibilities for all BMP's identified in the Water Quality Management Plan. 47. Prior to issuance of a grading permit for the project, the project developer shall prepare and submit a Notice of Intent (NOI) to the State Water Resources Control Board (SWRCB). The developer will also submit the NOI and the project Water Discharge identification Number (WDIN) provided by the SWRCB to the City of Santa Ana City Engineer. 48. During all site preparation, grading and construction, the project developer shall ensure that the project contractor complies with all applicable requirements of the NPDES permit, the Drainage Area Management Plan (DAMP), and the City's Local Implementation Plan (LIP). BMP's from the DAMP and the LIP will be implemented by the project contractors, as appropriate during site preparation, grading and construction. 49. Prior to issuance of a grading permit, the project developer shall prepare a Final Storm Water Pollution Prevention Plan (SWPPP). This plan shall be submitted and approved by the City Engineer prior to initiation of any grading activity. The project shall maintain the SWPPP on the construction site throughout the construction period. 50. During all site preparation, grading and construction, the project developer shall ensure that its contractor implements the provisions of the SWPPP. 51. Prior to the issuance of grading permits, the project developer shall submit a Final Water Quality Management Plan (WQMP) based on the Final Grading Plan, to be approved by the City's Director of Public Works. The WQMP shall be consistent with the DAMP and shall contain provisions and BMP's for construction and operation conditions. 52. Prior to the issuance of building permits, the project developer shall pay the City's drainage impact fee. 53. Prior to the issuance of grading permits, the project developer shall verify that structural BMP's have been permanently incorporated into project plans. Such BMP's shall ensure that pollutants from project-related storm water runoff are mitigated consistently with applicable state and local standards. 54. Prior to issuance of grading permits, the project developer shall submit a final drainage plan to the City identifying the exact size and location of drainage facilities. Exhibit "D" p:we 8 of 14 7oB-239 55. Prior to issuance of grading permits, the project developer shall provide proof of an NPDES permit from RWQCB to the City for onsite dewatering activities. 56. Prior to issuance of building permits for tenant improvements for restaurant uses, the project developer shall ensure that the proposed restaurants are fitted with grease interceptors to the size and capacity as designated by the City of Santa Ana Building Division. 57. Prior to issuance of building permits, building plans shall reflect the construction of noise barriers to ensure an exterior noise level of 65 CNEL or less around patios and balconies that are considered open space by the City of Santa Ana. The barriers shall be constructed of materials that provide a surface density of at least four pounds per square foot and shall be continuous (without gaps or gates). The height of the barriers shall be sufficient to reduce the exterior noise level to a CNEL of 65 dB or less, and shall be determined by a qualified acoustical consultant as part of the final engineering design of the project. 58. Prior to issuance of building permits, building plans shall specify the STC rating of windows and doors for all residential land uses. Window and door ratings shall be sufficient to reduce the interior noise level to a CNEL of 45 dB or less, and shall be determined by a qualified acoustical consultant as part of the final engineering design of the project. 59. Prior to building occupancy, mechanical ventilation shall be installed at the proposed condominiums and residential towers since the interior CNEL standard of 45 dB is to be met with all windows and doors closed. 60. Prior to building occupancy, to the extent possible, all equipment shall be enclosed within a building or separate structure. Where this is not possible, barriers may be necessary to shield the equipment from the existing and proposed residential buildings. Depending on the size and style of the equipment, silencers in the intake and exhaust ducts may also be necessary to reduce noise at the residential buildings to an acceptable level. 61. Upon project completion, truck deliveries to the restaurant and the retail building shall be restricted to the hours of 7:00 a.m. to 10:00 p.m. Delivery trucks shall not be permitted to idle in the parking lots or loading areas and shall be required to have properly maintained, factory approved mufflers. Delivery truck drivers shall be encouraged to minimize acceleration and maintain reduced vehicle speeds while onsite. 62. Demolition and construction plans for the proposed project shall reflect the following note: "During demolition and construction, the contractor shall Exhibit "D" 7~~-~40 adhere to all City Noise Ordinance requirements to limit all construction activity, including equipment start-up, to between the hours of 7:00 a.m. and 8:00 p.m. Mondays through Saturdays. No construction shall take place on Sundays or federal holidays. 63. During demolition and construction, the contractor shall site all construction staging and storage areas away from sensitive receptors to the furthest extent possible. 64. During construction activities, the project developer shall ensure that all pile driving equipment shall be enclosed on all sides with an acoustical blanket barrier that provides a minimum sound transmission class (STC) rating of 30. The height of the blanket enclosure shall be at least 20 feet. With the exception of points of access to the enclosure area, there shall be no openings or gaps in the enclosure, and all points of access are to remain closed during pile driving activities. Notwithstanding Mitigation Measure No. 61, pile driving shall not commence prior to 8:00 a.m. on Saturday. 65. Prior to issuance of grading or demolition permits, the project developer shall submit a construction equipment staging plan to the City of Santa Ana for approval. 66. Prior to the start of construction activity, the project developer shall post the name and telephone number of the construction relations officer on- site. 67. Prior to any site preparation, grading or construction, the project contractor shall provide to resident associations in the Sandpointe neighborhood, the Main Attraction Condominiums and the Pinnacle Apartments a project schedule indicating the type of construction activity and duration, construction staging areas and the name and telephone number of the construction relations officer. 68. Prior to issuance of occupancy permits, the project developer, at the project developer's sole expense, shall conduct a noise monitoring analysis to ensure that residential units achieve an interior noise level of 45 dB CNEL. The analysis shall be conducted by a qualified acoustical consultant and shall be submitted to the City's Planning and Building Agency for review. 69. Prior to issuance of a building permit, the project developer shall coordinate any required relocation of fire hydrants on the property with Santa Ana Fire Department. Final approval from the Fire Department is required regarding location of hydrants on the project site. Exhibit "D" ~13~~41 70. Prior to issuance of a grading permit, the project developer shall submit building plans to the Santa Ana Police Department in order to ensure compliance with the City of Santa Ana's Building Security Ordinance. The Police Department must approve the building plans with regard to the Building Security Ordinance prior to initiation of grading. 71. Prior to issuance of a building permit, the project developer shall prepare a Mandated Security Plan, which would need final Police department approval. The plan is required to address issues such as onsite uniform security staffing, restriction of hours of operation for the parking garages, implementation of electronic security, mechanical surveillance, and compliance with the basic principles of Crime Prevention Through Environmental Design. 72. Prior to issuance of a building permit, the project developer shall comply with Senate Bill 50 and pay applicable school impact fees. Currently, the Santa Ana Unified School District's adopted Fee Justification for residential development is $2.14 per square foot and $0.33 per square foot for commercial development. 73. Prior to issuance of a building permit, the project developer shall ensure that the appropriate park Acquisition and Development Fee and parkland dedication or in-lieu payments have been made. 74. Prior to issuance of building permits, the project developer shall submit a Construction Phasing Plan to Santa Ana Fire Department. The plan must be consistent with the Fire Department Fire Code requirements and must show that emergency access to the construction site is adequate. 75. Prior to issuance of building permits, the project developer shall provide evidence to the Santa Ana Fire Department that the proposed fire protection and life saving systems incorporated in the project are adequate. 76. Prior to issuance of building permits, the project developer shall submit the final design of the project, including fire sprinklers system design to the Santa Ana Fire Department for approval. 77. Prior to issuance of building permits, the project developer shall coordinate with the Santa Ana Fire Department and the Santa Ana Police Department regarding possible radio interference and installation of radio repeaters on a tower rooftop. 78. Prior to issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the restriping of Exhibit liD" ~g13~~42 the outside southbound through lane at the intersection of Main Street and Sunflower to a shared through and right turn lane. 79. Prior to issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the restriping the shared through right-turn lane at Hutton Centre Drive and MacArthur Boulevard to provide an exclusive through lane and construct a second northbound right turn lane for the northbound traffic. 80. Prior to issuance of building occupancy permits, the project developer shall pay for the construction of a third eastbound through lane on MacArthur Boulevard between Hutton Centre Drive/Imperial Promenade and the SR-55 northbound on-ramp. 81. Prior to the issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the installation of a traffic signal at Hutton Centre Drive and Hutton Centre Loop. 82. Prior to issuance of building occupancy permits, the project developer shall pay for the construction of a fourth eastbound lane on MacArthur Boulevard between Hutton Centre Drive/lmperial Promenade and the SR- 55 southbound on-ramp. 83. Prior to issuance of building occupancy permits, the project developer shall contribute $200,000 for the City of anta Ana to prepare a neighborhood traffic study to assess any intrusion of project traffic into the Sandpointe Neighborhood. If traffic intrusion is attributable to the project, corrective measures could include forced-turn channelization, semi- diverters, diagonal diverters and cul-de-sacs. 84. Prior to issuance of building occupancy permits, the project developer shall develop a parking plan in cooperation with the City of Santa Ana to ensure that parking needs are met. 85. Prior to issuance of building occupancy permits the project developer shall pay a fair-share contribution for restriping a second eastbound right-turn lane the intersection of Main Street and Sunflower in order to achieve LOS D for 2025. 86. Prior to issuance of grading permits, the project developer shall coordinate with SCE to determine the exact location of all underground and overhead electrical facilities. All electrical facilities and associated structures to be left on the project site shall be protected from damage. Exhibit "D" ~1:i~~43 87. Prior to issuance of grading permits, the project developer shall ensure that grading plans reflect the under grounding of utility lines serving the proposed project. 88. Prior to issuance of grading permits, the project developer shall coordinate with Southern California Gas to determine the exact location of all underground natural gas facilities. All gas pipelines and associated structures to be left on the project site must be protected from damage. 89. Prior to issuance of grading permits, the project developer shall coordinate with Adelphia Communications to determine the exact location of all underground cable facilities. The developer shall protect all existing cable lines and associated structures to be left on the project site for damage. 90. Prior to issuance of grading permits, the project developer shall coordinate with SBC Communications (formerly Pacific Bell) to determine the exact location of all underground telephone facilities. The developer shall protect all existing telephone lines and associated structures to be left on the project site from damage. 91. Prior to issuance of grading permits, the project developer shall demonstrate to the City of Santa Ana that construction-related waste generated on-site would be recycled wherever feasible as the first choice of disposal method, leaving the option of landfill disposal as a last alternative. The proposed commercial uses shall incorporate facilities for collection and pick-up of recyclable materials into the design of the project. 92. Prior to issuance of grading permits, the project developer shall coordinate with the Santa Ana Water Division to determine the exact location of all existing underground water supply facilities and take action to prevent damage to these facilities to be left on the project site or interfere with their operation. The project developer shall pay their fair share amount for the necessary facilities to accommodate project-related water supplies. 93. Prior to issuance of building permits, the existing eight-inch sewer line along Hutton Centre Drive, north of Sandpointe Avenue shall be replaced with a new 10-inch sewer line. 94. Prior to issuance of grading permits, the project developer shall coordinate with Waste Management on the type and location of facilities needed to provide solid waste disposal service to the project site. 95. Prior to issuance of grading permits, the project developer shall perform soil testing to determine is soil to be excavated from the site will require off-site disposal. If the soil is found to be contaminated, it will be properly Exhibit "D" ~ti:~44 disposed of in compliance with California environmental laws, regulations and policies. B. Police Department 1. A security plan must be submitted to the Police Department at the plan check stage for approval. The plan must cover all aspects of the projects security including security personnel, surveillance equipment, and hardware. The project will be required to have a minimum of four state licensed uniformed security personnel. One security officer will be required for each building, one for the podium level and one for the parking garage. 2. A minimum 12-inch shatterproof convex mirror shall be installed at each stair landing. All doors leading into stairwells shall be equipped with a minimum 5-inch by 20-inch fire rated window. The last flight of stairs shall be fully enclosed at its base. 3. The City of Santa Ana parking structure design standards shall be followed in its entirety. Duress alarms allowing voice communication with security personnel shall be placed in strategic locations, approved by the Police Department, throughout the parking garage. 4. All project walkways shall be illuminated to a minimum maintained one footcandle of light. 5. All elevators serving the residential component of the project shall be equipped with card readers at the garage levels to restrict unauthorized access into the residential towers. The elevator lobbies shall be designed and constructed of material that allows maximum visibility of the interior of the lobby from the parking decks. Glazing material will be used to its maximum extent. Exhibit "D" ~13~~45 i I j ~ -- l!nl-~ NYld ~31SVW 3dV::lSONY1 3::lY1d ~nHl~V:)VW I 'I: 111111 I! I~l III I II. :' ; ; I ~'I _.e;nv;> ''tN't 'tIN't1 ,O.uo II &:Ii Iii I. ,I ~ 1 ..j .1 m~ Jlbi NVld ""SV'" 3:JVld ."HIMVOO", dill! lli II rill! HI il Ii I ~ I ~ I, Iii I i Ii Ii II Ii, -li'i II I - l - ~' I - I, - - ! ! -j -, -1 -, -, -. -. -j - Ij - -, - -j -j - 11 ~ i 1111 _ i I I II I II L u! Ii i! I I ! ~ I ~ I ! I li~,~. i. i. ~. 1. ;' ~ ~I -.~: ~.' ~: ~. ~. I ill -, - I IiI I ,- I I I' - Ii - I I - , - -I · I!h!ll&~ 11'811 ~~ ~.!l! I ~Wik~Mtllllli II II Illl It I. 1!I,IIJ!It!,t!l~.IJI~ ,~ - "" )~ " I I I ) t I I : i 1 ~ EXHIBIT 0 ATTACHMENT 1 __J 75B-246 I ~II i:!:, ~ .,::: rr=:===i1 I' h:~! I I Ji~: il..:;:;!1 iii WVll~Vla NOUVln:llll:l 3:lVld lInH111V:lVW 11',11 I ~ IIII1I ~ I' .-; 1,1.11.111111 I I! J. ~ II, i,l,iUI I. 1 i 111JI~IHilIIIIIIlUJblln ~ . 1 I '9'tNo!I~nv:J 'VNV VlNVS;tO.u.o NVld ~31SVW 3:>Vld ~nHl~V::>OW 81 ~I i I. ,"" I II 21 . . ~i 01 a:' oi i I ! I I I I I ~; i@ ./ I ') (, i ill :' I il.! Iml :, ; fr'! IWi' ~ ill! Ii'l~ : j Ii ;J :' i a ~, 1~r N: . : I ~ I ~ 11 f i. I. f II ' ;- rl I: i~" " I 'Y-'~~"'" ~. m J . __ J u -.il! :::...~ ==;tl fill, fl!_11 ~1I1 i I Ii . I l3JlU.I - ~nl ~.. ',i; I,l!p iUM ...... ."'" L.u_ -~"-ii!- ~ ~ ~ - ---: - ~ -: ~ -: ~. -: - 1'; IIi O' ATTACHMENT 2 758'1.247 i~ .~ I !! ~1 il ill!! .11 7.:"i11 ,:;, :: 1,"3'!;; uu ~jl~j ~~ .~ NVld !N3W3~~VlN3 NOIJ.:J3NNO:) NVI~!S3a3d !S3M-!SV3 'W1N~nY:) ~ V1N"t1:.j(J .uo NVld ~31SVW 3:)Vld ~nHl~V:)OW ,,-I, ' I I " l/ I ,: Ii , , w ~ :S o 0:: ~ -I ;:) o aJ 0:: ;:) J: ~ '0:: 6 c( ., ~ Ii 2 of 2 75B-248 Conditions for Approval for Conditional Use Permit No. 2005-15 Conditional Use Permit No. 2005-15 (Integral) is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the Uniform Fire Code, the Uniform Building Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The applicant must comply with each and every condition listed below prior to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the conditional use permit approval. A. PlanninQ Division 1 . All proposed site improvements must conform with the Site Plan Review approval of DP No. 03-77. 2. Any amendment to this conditional use permit must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or the conditional use permit must be amended. 3. Bedrooms are prohibited on the ground (first) floor of the live/work loft units. 4. A Parking Management Plan documenting how the tandem parking stalls will function must be submitted prior to building plan check. 5. All parking for the project shall be made available free of charge. Two parking spaces per dwelling unit shall be provided as a part of the deed for each dwelling unit. 6. Signage to direct customers and guests to the adjacent parking structure shall be provided. A directional sign plan needs to be submitted and approved by the Planning Manager prior to issuance of a certificate of occupancy. 7. The project shall incorporate on-site professional property management for the residential component. 8. A gas fireplace shall be provided within the community room. Exhibit "E" P~e 1 of 15 7~B-249 9. Covenants, Conditions and Restrictions (CC&Rs) shall be provided for the project. At a minimum, the CC&Rs shall include provisions pertaining to owner occupancy, restrictions on home-based businesses, the prohibition of storage on balconies and a restriction on truck delivery hours to non- peak periods shall be submitted prior to building plan check. 10. Prior to submittal into building plan check, detailed elevations shall be submitted to include exterior finishes, materials, and colors subject to approval of the Planning Manager. 11 . Prior to submittal into building plan check, detailed plans of the pedestrian paseo shall be submitted that include enhancements to landscape, hardscape, lighting and street furniture subject to approval of the Planning Manager. 12. A Public Art Plan which proposes a specific work(s) of art for a specific location(s) shall be submitted to the Planning Commission for review and approval. All public art approved by the Planning Commission shall be completely installed prior to the issuance of a certificate of occupancy for the project. 13. A detailed landscape plan must be reviewed and approved prior to issuance of any building permits. In addition to the landscaping palette, the plan shall include details on the materials, finishes and lighting for the Public Plaza at the northwest corner of site as well as the overall hardscape design, lighting concepts and outdoor furniture for the project. At a minimum, the project shall incorporate the amount and size of landscaping as shown on Sheet MLP1.1 , attached hereto as Attachment 1 and incorporated by this reference as though fully set forth herein, and the conceptual landscaping plans for the project. The exact specifications for these items are subject to the review and approval of the Planning Commission. 14. After project occupancy, landscaping is to be maintained to include the minimum level of plant materials installed at the time of occupancy as required by the approved plans. 15. A detailed water feature plan must be reviewed and approved prior to issuance of any building permits. The plan shall include a minimum of three water features as shown on Attachment 2 and incorporated by this reference as though fully set forth herein (Integral site plan), design details, hardscape design and lighting concepts and an installation plan. The exact specifications for these items are subject to review and approval of the Planning Commission. The water feature(s) shall be maintained in the same condition as installed at the time of occupancy. Exhibit "E" 75~-~50 16. The following items must be included as exterior amenities for the development: A pool and spa, lounge deck, outdoor gas fireplace, shade structure, fitness room and clubroom within Recreation Area 1; and a game table, seating area, barbeque and tot lot within Recreation Area 2. In addition, landscaping consisting of both trees and plant materials shall be provided. The exact specifications for these items must be shown on a detailed plan and are subject to the review and approval of the Planning Commission. The exterior amenities shall be maintained in the same condition as installed at the time of occupancy. 17. The interior courtyard improvements for the project shall be completely installed prior to the release of utilities for any unit within its respective phase of this project. 18. An interior amenity plan of the fitness room and club room must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the various finishes and equipment to be provided in these rooms. At a minimum, the following items must be included as interior amenities within the common areas: Granite counter tops or equivalent, hardwood flooring or equivalent, tiled bathroom and shower walls, and a gas fireplace. The exact specifications for these items are subject to the review and approval of the Planning Manager. The interior amenities shall be maintained in the same condition as installed at the time of occupancy. 19. The following items must be included as interior amenities within each unit: granite counter tops or equivalent, hardwood flooring or equivalent, General Electric Monogram appliances or equivalent, tiled bathroom and shower walls, individual laundry hook-ups, stain grade hard wood cabinets and fireplaces. The exact specifications for these items are subject to the review and approval of the Planning Manager. 20. Pedestrian walkways shall be provided through all lots to establish pedestrian pathways throughout the development as shown on Attachment 3 and incorporated by this reference as though fully set forth herein. The amenities to be provided along this pathway shall include decorative concrete and paving, accent lighting, and landscape planters as shown on the plans. The materials and design of the walkway is subject to the review and approval of the Planning Manager. The improvements in each phase must be completed prior to occupancy of the first unit in the respective phases. 21. One storage locker shall be provided for each residential unit. The lockers shall be available at no cost to the residents and shall be a minimum of 250 cubic feet in size. Exhibit "E" P~e 3 of 15 7~B-251 22. Smart wIring, including cable television and high-speed cable for computers, shall be provided for each unit and within the project's common areas. 23. A directional sign plan needs to be submitted and approved by the Planning Manager prior to issuance of a certificate of occupancy. 24. Construction workers for the project shall be prohibited from parking in the adjacent neighborhoods. 25. Prior to issuance of building permits, a Waste Management Plan shall be submitted to the Planning Manager for approval. The plans shall include information on items such as pick-up, delivery, and types of bins required. Mitiaation Measures 26. Prior to issuance of building permits, the project developer shall ensure that the building plans reflect the following information: outdoor lighting fixtures adjacent to exterior doors and within walkways and parking lots shall generate a minimum 1.0 foot candle level of light during normal operation hours. During non-operating hours outdoor lighting fixtures shall generate no less than .25 foot candle level of light. All lighting shall be directed towards the interior of the project site. 27. Prior to issuance of building permits, building plans for the proposed project shall reflect the use of non-reflective building materials to minimize light and glare impacts. 28. Prior to the issuance of building permits, a Final Landscape Plan for each building component of the project shall be approved by the City of Santa Ana Planning and Building Agency. The Final Landscape Plan shall be based on the conceptual landscape plan included in the EIR. 29. Prior to issuance of Certificate of Occupancy Permits, the required landscaping for each building component of the project shall be installed to the satisfaction of the City of Santa Ana Planning Department. 30. Prior to the issuance of a building permit, the project developer shall provide the Planning Manager plans that incorporate lighting and any other conditions in the manner required by the FAA during the construction phase (e.g. for the cranes) and after completion. 31. Pursuant to state law, prior to issuance of a certificate of a use and occupancy permit, the project proponent shall provide evidence to the City of Santa Ana that a Notice of Airport in the vicinity has been recorded on Exhibit "E" 75~-~52 the deed for each residential unit and shall remain so recorded so as long as the airport is in operation. 32. As required by the AELUP, prior to issuance of the certificate of use and occupancy, the City shall ensure that the sales office for the residential unit posts a conspicuous sign informing potential buyers to the presence of the airport. The notice shall be in the same language as the need notice. 33. Prior to the issuance of a building permit, the project developer shall provide evidence to the Planning Manager that an FAA "NO Hazard" determination has been secured for the operation of the construction cranes. The project developer shall demonstrate compliance with any conditions imposed by the FAA. 34. During construction, the contractor shall be required to comply with SCAQMD Fugitive Dust Rule 403 to suppress dust generated by construction operations. To ensure compliance with SCAQMD Fugitive Dust Rule 403, grading plans and demolition plans for the proposed project shall reflect the following notes: . All materials excavated or graded shall be sufficiently watered to prevent excessive amounts of dust. Watering with complete coverage shall occur at least twice daily, once in the late morning and once after work is done for the day. . All clearing and earthwork activities shall cease during periods of high winds (winds greater than 25 mph averaged over one hour) or during Stage 1 or Stage 2 smog episodes. . Intemal roadways and project site entry and exit points shall be cleaned at the end of each day by the project developer. Dust and debris from construction activities that migrates or is carried onto MacArthur Boulevard or Main Street adjacent to the project site shall also be cleaned each day. . All material transported off-site shall either be sufficiently watered or securely covered to prevent excessive amounts of dust. Haul trucks leaving the site shall have a minimum freeboard distance of 12- inches. . Construction equipment leaving the project site shall be wheel washed. . The amount of area disturbed by clearing and earthwork activities shall be minimized at all times. Exhibit "E" 7g~-~g3 . Equipment engines shall be maintained in good condition and in proper tune according manufacturer's specifications. . To the extent feasible, construction equipment shall use alternative clean fuels such as compressed natural gas equipment with oxidation catalysts. If alternative clean fuels are not feasible, gasoline powered construction equipment shall be used. . Construction equipment operating on diesel fuel shall use particulate filters or low sulfur diesel. . To the extent feasible construction operations shall use electricity from power poles in-lieu of temporary diesel or gasoline-powered generators. 35. Prior to commencement of construction activities, the project developer shall identify to the City a construction relations officer to act as a community liaison concerning on-site activity, including resolution of issues related to dust generation from grading/paving activities. A publicly visible sign shall be posted with the name of construction relations officer and a telephone number. 36. During finish work, the construction contractor shall ensure the minimization of ROG emissions. Building plans for the project shall specify and require the use of pre-coated building materials, use of high pressure-low volume (HPL V) paint applicators with 50 percent efficiency, and use of lower volatility paint not to exceed 100 grams of ROG per liter. 37. During construction and grading activities, the developer's construction contractor shall comply with the measures set forth in the Storm Water Pollution Prevention Plan (SWPPP) to ensure that airborne dust is kept to a minimum. 38. Prior to issuance of building permits and to the extent feasible, building plans for the proposed project shall reflect the use of the following measures. . Use low-polluting high energy-efficient appliances . Install solar panels on roofs to supply electricity for heating and cooling · Use double-paned windows to reduce thermal loss . Install automatic lighting on/off controls and energy-efficient lighting · Use light colored roofing materials in new construction to deflect heat away from buildings. 39. During grading operations special handling of on-site soils shall be required, due to the high moisture content of the soils, which is well above Exhibit "E" 7!Ef-~g4 optimum moisture conditions. The City of Santa Ana shall monitor the grading contractor to ensure stabilization of the soils during grading prior to placing and compacting fill soils over wet sub-grade soils, as recommended in the geotechnical investigation prepared by Geotechnical Professionals, Inc. 40. Prior to issuance of building permits, the project developer shall ensure that pile foundations are incorporated into the project design to mitigate the potential settlement hazards beneath the proposed buildings. Pile foundations shall be installed according to the recommendations provided in the project geotechnical report. 41. Prior to issuance of building permits, the project developer shall ensure that the subterranean portion of the structures is designed and installed to resist hydrostatic pressure and be a water-proof barrier between the existing soils and subterranean portions of the buildings. This design and installation shall be consistent with the recommendations provided in the project geotechnical report. 42. Prior to initiation of project grading, the project developer shall ensure that all existing utilities will be relocated, abandoned and removed, rerouted, or protected in coordination with the project developer and affected utility companies. 43. Prior to issuance of a grading permit for project construction, the project developer shall ensure that a Final Geotechnical Report on the project site is prepared. All recommendations from this Final Geotechnical Report shall be incorporated into the final grading plan for the project. 44. Prior to issuance of building permits, the project developer shall ensure that all structures on the site are designed in accordance with the seismic design provisions set forth in the Final Geotechnical Report and the Uniform Building Code in order to promote safety in the event of a seismic event. 45. Prior to issuance of grading permits, the project developer shall determine and demonstrate to the City of Santa Ana that the foundation piles for the project would not intrude into the Orange County groundwater basin. In the event the foundations intrude into the groundwater basin, the project developer shall obtain approval and/or permits from the Orange County Water District and the Regional Water Quality Control Board. Any measures required by these agencies will be incorporated into the final design and construction specifications for the project. 46. Prior to issuance of grading permits the project developer shall ensure that provisions set forth in the Final Geotechnical Report regarding dust control Exhibit "E" P~e 7 of 15 7oB-255 measures during site preparation, grading and construction are incorporated into the final construction specifications for the project. 47. Prior to issuance of Certificate of Occupancy permits, the project developer shall submit to the City of Santa Ana CC&Rs for each residential project. The CC&Rs shall outline the environmental awareness, conditions and Best Management Practices regarding the handling and storage of hazardous materials as identified in the Water Quality Management Plan for MacArthur Place South. 48. Prior to issuance of grading permits, the project developer shall provide proof to the City of Santa Ana of an NPDES permit from the RWQCB for on-site dewatering activities. 49. The residential management companies shall ensure that post- construction Best Management Practices (BMP's) are strictly adhered to by all building occupants and tenants. 50. Prior to issuance of a demolition permit, the project developer shall prepare an asbestos survey to determine the presence of asbestos containing building materials. The survey shall be submitted to the City's Environmental Coordinator for review. If asbestos is identified, proper precautions shall be taken during demolition in compliance with California environmental laws, regulations and policies. 51. Prior to issuance of a demolition permit, the project developer shall prepare a lead paint survey to determine the presence of lead based paint. The survey shall be submitted to the City's Environmental Coordinator for review. If lead based paint or mercury is identified, proper precautions shall be taken during demolition in compliance with California environmental laws, regulations and policies. 52. Prior to occupancy of residential units, the project developer shall ensure that CC&Rs for the community homeowners associations are recorded specifying maintenance responsibilities for all BMP's identified in the Water Quality Management Plan. 53. Prior to issuance of a grading permit for the project, the project developer shall prepare and submit a Notice of Intent (NOI) to the State Water Resources Control Board (SWRCB). The developer will also submit the NOI and the project Water Discharge identification Number (WDIN) provided by the SWRCB to the City of Santa Ana City Engineer. 54. During all site preparation, grading and construction, the project developer shall ensure that the project contractor complies with all applicable requirements of the NPDES permit, the Drainage Area Management Plan Exhibit "E" P~~8 q1. 15 7 ol:j-~56 (DAMP), and the City's Local Implementation Plan (LIP). BMP's from the DAMP and the LIP will be implemented by the project contractors, as appropriate during site preparation, grading and construction. 55. Prior to issuance of a grading permit, the project developer shall prepare a Final Storm Water Pollution Prevention Plan (SWPPP). This plan shall be submitted and approved by the City Engineer prior to initiation of any grading activity. The project shall maintain the SWPPP on the construction site throughout the construction period. 56. During all site preparation, grading and construction, the project developer shall ensure that its contractor implements the provisions of the SWPPP. 57. Prior to the issuance of grading permits, the project developer shall submit a Final Water Quality Management Plan (WQMP) based on the Final Grading Plan, to be approved by the City's Director of Public Works. The WQMP shall be consistent with the DAMP and shall contain provisions and BMP's for construction and operation conditions. 58. Prior to the issuance of building permits, the project developer shall pay the City's drainage impact fee. 59. Prior to the issuance of grading permits, the project developer shall verify that structural BMP's have been permanently incorporated into project plans. Such BMP s shall ensure that pollutants from project-related storm water runoff are mitigated consistently with applicable state and local standards. 60. Prior to issuance of grading permits, the project developer shall submit a final drainage plan to the City identifying the exact size and location of drainage facilities. 61. Prior to issuance of grading permits, the project developer shall provide proof of an NPDES permit from RWQCB to the City for onsite dewatering activities. 62. Prior to issuance of building permits for tenant improvements for restaurant uses, the project developer shall ensure that the proposed restaurants are fitted with grease interceptors to the size and capacity as designated by the City of Santa Ana Building Division. 63. Prior to issuance of building permits, building plans shall reflect the construction of noise barriers to ensure an exterior noise level of 65 CNEL or less around patios and balconies that are considered open space by the City of Santa Ana. The barriers shall be constructed of materials that provide a surface density of at least four pounds per square foot and shall Exhibit "E" PWe 9 of 15 7oB-257 be continuous (without gaps or gates). The height of the barriers shall be sufficient to reduce the exterior noise level to a CNEL of 65 dB or less, and shall be determined by a qualified acoustical consultant as part of the final engineering design of the project. 64. Prior to issuance of building permits, building plans shall specify the STC rating of windows and doors for all residential land uses. Window and door ratings shall be sufficient to reduce the interior noise level to a CNEL of 45 dB or less, and shall be determined by a qualified acoustical consultant as part of the final engineering design of the project. 65. Prior to building occupancy, mechanical ventilation shall be installed at the proposed condominiums and residential towers since the interior CNEL standard of 45 dB is to be met with all windows and doors closed. 66. Prior to building occupancy, to the extent possible, all equipment shall be enclosed within a building or separate structure. Where this is not possible, barriers may be necessary to shield the equipment from the existing and proposed residential buildings. Depending on the size and style of the equipment, silencers in the intake and exhaust ducts may also be necessary to reduce noise at the residential buildings to an acceptable level. 67. Upon project completion, truck deliveries to the restaurant and the retail building shall be restricted to the hours of 7:00 a.m. to 10:00 p.m. Delivery trucks shall not be permitted to idle in the parking lots or loading areas and shall be required to have properly maintained, factory approved mufflers. Delivery truck drivers shall be encouraged to minimize acceleration and maintain reduced vehicle speeds while onsite. 68. Demolition and construction plans for the proposed project shall reflect the following note: "During demolition and construction, the contractor shall adhere to all City Noise Ordinance requirements to limit all construction activity, including equipment start-up, to between the hours of 7:00 a.m. and 8:00 p.m. Mondays through Saturdays. No construction shall take place on Sundays or federal holidays. 69. During demolition and construction, the contractor shall site all construction staging and storage areas away from sensitive receptors to the furthest extent possible. 70. During construction activities, the project developer shall ensure that all pile driving equipment shall be enclosed on all sides with an acoustical blanket barrier that provides a minimum sound transmission class (STC) rating of 30. The height of the blanket enclosure shall be at least 20 feet. With the exception of points of access to the enclosure area, there shall Exhibit "E" pa.se 1 0 of 15 7~B-258 be no openings or gaps in the enclosure, and all points of access are to remain closed during pile driving activities. Notwithstanding Mitigation Measure No. 65, pile driving shall not commence prior to 8:00 a.m. on Saturday. 71. Prior to issuance of grading or demolition permits, the project developer shall submit a construction equipment staging plan to the City of Santa Ana for approval. 72. Prior to the start of construction activity, the project developer shall post the name and telephone number of the construction relations officer on- site. 73. Prior to any site preparation, grading or construction, the project contractor shall provide to resident associations in the Sandpointe neighborhood, the Main Attraction Condominiums and the Pinnacle Apartments a project schedule indicating the type of construction activity and duration, construction staging areas and the name and telephone number of the construction relations officer. 74. Prior to issuance of occupancy permits, the project developer, at the project developer's sole expense, shall conduct a noise monitoring analysis to ensure that residential units achieve an interior noise level of 45 dB CNEL. The analysis shall be conducted by a qualified acoustical consultant and shall be submitted to the City's Planning and Building Agency for review. 75. Prior to issuance of a building permit, the project developer shall coordinate any required relocation of fire hydrants on the property with Santa Ana Fire Department. Final approval from the Fire Department is required regarding location of hydrants on the project site. 76. Prior to issuance of a grading permit, the project developer shall submit building plans to the Santa Ana Police Department in order to ensure compliance with the City of Santa Ana's Building Security Ordinance. The Police Department must approve the building plans with regard to the Building Security Ordinance prior to initiation of grading. 77. Prior to issuance of a building permit, the project developer shall prepare a Mandated Security Plan, which would need final Police department approval. The plan is required to address issues such as onsite uniform security staffing, restriction of hours of operation for the parking garages, implementation of electronic security, mechanical surveillance, and compliance with the basic principles of Crime Prevention Through Environmental Design. Exhibit "E" Pa2e 11 of 15 7~B-259 78. Prior to issuance of a building permit, the project developer shall comply with Senate Bill 50 and pay applicable school impact fees. Currently, the Santa Ana Unified School District's adopted Fee Justification for residential development is $2.14 per square foot and $0.33 per square foot for commercial development. 79. Prior to issuance of a building permit, the project developer shall ensure that the appropriate park Acquisition and Development Fee and parkland dedication or in-lieu payments have been made. 80. Prior to issuance of building permits, the project developer shall submit a Construction Phasing Plan to Santa Ana Fire Department. The plan must be consistent with the Fire Department Fire Code requirements and must show that emergency access to the construction site is adequate. 81. Prior to issuance of building permits, the project developer shall provide evidence to the Santa Ana Fire Department that the proposed fire protection and life saving systems incorporated in the project are adequate. 82. Prior to issuance of building permits, the project developer shall submit the final design of the project, including fire sprinklers system design to the Santa Ana Fire Department for approval. 83. Prior to issuance of building permits, the project developer shall coordinate with the Santa Ana Fire Department and the Santa Ana Police Department regarding possible radio interference and installation of radio repeaters on a tower rooftop. 84. Prior to issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the restriping of the outside southbound through lane at the intersection of Main Street and Sunflower to a shared through and right turn lane. 85. Prior to issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the restriping the shared through right-turn lane at Hutton Centre Drive and MacArthur Boulevard to provide an exclusive through lane and construct a second northbound right turn lane for the northbound traffic. 86. Prior to issuance of building occupancy permits, the project developer shall pay for the construction of a third eastbound through lane on MacArthur Boulevard between Hutton Centre Drive/Imperial Promenade and the SR-55 northbound on-ramp. Exhibit "E" Pa~ 12 of 15 7~B-260 87. Prior to the issuance of building occupancy permits, the project developer in cooperation with the City of Santa Ana, shall provide for the installation of a traffic signal at Hutton Centre Drive and Hutton Centre Loop. 88. Prior to issuance of building occupancy permits, the project developer shall pay for the construction of a fourth eastbound lane on MacArthur Boulevard between Hutton Centre Drive/Imperial Promenade and the SR- 55 southbound on-ramp. 89. Prior to issuance of building occupancy permits, the project developer shall contribute $200,000 for the City of anta Ana to prepare a neighborhood traffic study to assess any intrusion of project traffic into the Sandpointe Neighborhood. If traffic intrusion is attributable to the project, corrective measures could include forced-turn channelization, semi- diverters, diagonal diverters and cul-de-sacs. 90. Prior to issuance of building occupancy permits, the project developer shall develop a parking plan in cooperation with the City of Santa Ana to ensure that parking needs are met. 91. Prior to issuance of building occupancy permits the project developer shall pay a fair-share contribution for restriping a second eastbound right-turn lane at the intersection of Main Street and Sunflower in order to achieve LOS D for 2025. 92. Prior to issuance of grading permits, the project developer shall coordinate with SCE to determine the exact location of all underground and overhead electrical facilities. All electrical facilities and associated structures to be left on the project site shall be protected from damage. 93. Prior to issuance of grading permits, the project developer shall ensure that grading plans reflect the under grounding of utility lines serving the proposed project. 94. Prior to issuance of grading permits, the project developer shall coordinate with Southern California Gas to determine the exact location of all underground natural gas facilities. All gas pipelines and associated structures to be left on the project site must be protected from damage. 95. Prior to issuance of grading permits, the project developer shall coordinate with Adelphia Communications to determine the exact location of all underground cable facilities. The developer shall protect all existing cable lines and associated structures to be left on the project site for damage. 96. Prior to issuance of grading permits, the project developer shall coordinate with SBC Communications (formerly Pacific Bell) to determine the exact Exhibit "E" Pa~ 13 of 15 7~B-261 location of all underground telephone facilities. The developer shall protect all existing telephone lines and associated structures to be left on the project site from damage. 97. Prior to issuance of grading permits, the project developer shall demonstrate to the City of Santa Ana that construction-related waste generated on-site would be recycled wherever feasible as the first choice of disposal method, leaving the option of landfill disposal as a last alternative. The proposed commercial uses shall incorporate facilities for collection and pick-up of recyclable materials into the design of the project. 98. Prior to issuance of grading permits, the project developer shall coordinate with the Santa Ana Water Division to determine the exact location of all existing underground water supply facilities and take action to prevent damage to these facilities to be left on the project site or interfere with their operation. The project developer shall pay their fair share amount for the necessary facilities to accommodate project-related water supplies. 99. Prior to issuance of building permits, the existing eight-inch sewer line along Hutton Centre Drive, north of Sandpointe Avenue shall be replaced with a new 10-inch sewer line. 100. Prior to issuance of grading permits, the project developer shall coordinate with Waste Management on the type and location of facilities needed to provide solid waste disposal service to the project site. 101. Prior to issuance of grading permits, the project developer shall perform soil testing to determine is soil to be excavated from the site will require off-site disposal. If the soil is found to be contaminated, it will be properly disposed of in compliance with California environmental laws, regulations and policies. B. Police Department 1. A security plan must be submitted to the Police Department at the plan check stage for approval. The plan must cover all aspects of the projects security including security personnel, surveillance equipment, and hardware. The project will be required to have a minimum of four state licensed uniformed security personnel. One security officer will be required for each building, one for the podium level and one for the parking garage. 2. A minimum 12-inch shatterproof convex mirror shall be installed at each stair landing. All doors leading into stairwells shall be equipped with a minimum 5-inch by 20-inch fire rated window. The last flight of stairs shall be fully enclosed at its base. Exhibit "E" Pa~ 14 of 15 7t)B-262 3. The City of Santa Ana parking structure design standards shall be followed in its entirety. Duress alarms allowing voice communication with security personnel shall be placed in strategic locations, approved by the Police Department, throughout the parking garage. 4. All project walkways shall be illuminated to a minimum maintained one footcandle of light. 5. All elevators serving the residential component of the project shall be equipped with card readers at the garage levels to restrict unauthorized access into the residential towers. The elevator lobbies shall be designed and constructed of material that allows maximum visibility of the interior of the lobby from the parking decks. Glazing material will be used to its maximum extent. Exhibit "E" Pa~ 15 of 15 7~B-263 . I i I ;; -- l~:~ 1 NY1d ~31SVW 3dY:)SONY1 3:lY1d ~nHl~Y:)YW I 1,'1 Ii III I! I~l III: i I j . : I i.i. 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'~I.5 t ~ t ~~!~J S...I;!"3 l:::S C1 IS: ~~i _....1 ~- ~Itl '~~I.i!'.9 !-< U . l! ~ .iEB ../'/ o ~I :!l ,//// , ! , I " ..,f4/I'lP.""'.-- :a~ ;.:l ~~g .." i~;~ :id- b-~8 .~:' ~15.t ~;<C~ .~!C1 !l!Z_:Z .-<a.. . I 0; l ~ :' '"i.s ~: ~ij 5!v~ ~=I!:~ .='i;l -< II '" -S~ il"! ",:I-l!'<Si!- ~tlil11 ~ ~ ~I ~'=:?" .:s:"'~ p ~ Cou ~IO~IQ~~ QJ... _" .ll h~ c:::" >P-. . . f :~~ I ~ II I I .f....".}1I2!II>A~......,~ I ~___I_. dowd""!-'l'""l'ol Lt.. -.-.0.- J _. __ . - . __:o>~'7-a .] ~.. :1:", <{-i ~ ._...<:.;1 """> l!'~ ;, __..J ~ .?-e ~ J!d &: " .ll s '" d """ us zu ~::';~",J" ,J I ~ '. .... ~.__._- '.". - . . -.- . - - - . :;-:: :.~ .' - , -'--;::.-~'~~~~,~ ~': I-?~" - ~i ~ ~ -:",:.~':< _...il,U I I .l I ,i'l! l~ -.:......I!. J~'t,' ~....... I~ --..-.::;:- . - - .~ i:l -. ~. "'/ it'-l; "" ~r Jl .! ~ ~u I r.. " ..:s ' c!' ~ ~---""~"f I~ _h_"~+ EXHI-SIT E ..~. ~ I' '" .3 '-' .5l ~ ~ ATTACHMENT 2 75B-265 i~ ! .. ~ !: UU11 ;::; ;:H: V'Nll~Vla NOll Vln;:)~I;:) 3::lVld ~nH!~V;:)VW . I ,IIJ IIIIIIII~I illl III II Ii. ~ J Ils;I,&I,11 I I 'II a.. IIJiUlHH I I IIIHU J iil dI ~ "'N~02n"O 'VN'f""~:IO AJO NYld ~31SVW 3:::>Yld ~nHHlV:)OW 01 ffii I i ~l i J I ~; i U ! ~i III I I ~: Ill! I I ~; ! ~: ~~ . 18 I j Ii! ~. - n_ _ .1 U I-:::":~ I - - ! -1! '111 1.11 1,-, ~lIh U3lUS """ I L__.____ .. -: ---ii,- -,-- ~ ~ - ~ - - -C~_7 -= ,_-7 ~ 'I' 111 iii E ATTACHMENT 3 75B!.266 ~~ ,~ 'ill II ~ !! H !llj::f~,11 1Jij I.... .. 'IU' , ::,:;.. I ~, . . .. d :.:: :~HE;~ ~ I:::, il~1 i Ii I, t, ~ NVld !N3W3~~VlN3 NOIl:)3NNO:) NVI~!S3a3d !S3M-!M 'II II I II I' 12 I \ " · II , : I'. I I a I' -.J -oo.nv:l"VN'tV1>MlOJ.JO I" Ih.I II I " .1.1 . / c.. NVld ~31S'VW 3:)Vld ~nHl~'V::>OW 11'11'11'" I II Il"-~}" . I .,. :10 i I I } f3h i Jl 11 f ~ Q1X./-~J';":"~ /' :"i:',~".',:'~~~\ C-, .~ .~.~ ~~~! ,q~0/ ' .', ~~r:~~ i ;!il4~ ,/ ~~~~~-~:i-~ ~ . ~I~> .~,.._~/~ ~ /' . , -',- / 1" 1/ I, i' I Ii I: , , , w ~ .:5 a"'" o Cl a: <( ~ ..J ::l o cD a: ::l J: I- .a: 6' <( ~ jl: II I, I, I' . 11 - II' B " U.ir-.Y- - . : ':' , ~I ,/I Ir.'" ...-....... ... ; II f:, ... --. j':,' :1' # ~ . "B= ~ I '1:\ 0 I " V ~ I I', 0 I, ; . I. u II ;~:) ..~ ,1 ./ 2 of 2 75B-267 Conditions for Approval for Vestina Tentative Tract Map No. 2005-02 (Countv Map No. 16621) Vesting Tentative Tract Map No. 2005-02 (County Map No. 16621) is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the Uniform Fire Code, the Uniform Building Code and all other applicable regulations. The applicant must comply in full with each and every condition listed below prior to exercising the rights conferred by this tentative tract map. The applicant must remain in compliance with all conditions listed below throughout the life of the tentative tract map. Failure to comply with each and every condition may result in the revocation of the tentative tract map. A. Plannina Division 1. Comply with all conditions and requirements from the Development Review Committee (DRC) for the development project (DP 03-77). 2. The Covenants, Conditions and Restrictions (CC&Rs) for this project must be reviewed and approved prior to approval of the final tract map. 3. All real estate signage must be removed from the site within one year from the date of installation. An extension of time may be granted as determined by the Planning Manager. 4. The final map must be approved and recorded prior to issuance of building permits. 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. Development within the area of the map is subject to development and permit fees in effect at the time of permit issuance. 7. Development within the area of the map is subject to design and development standards in effect at the time of permit issuance. 8. Two copies of the recorded final map and CC&Rs shall be submitted each to the Planning Division, Fire Department, Building Division, and Public Works Agency within 10 days of recordation. Exhibit "F" 75ti..o2~8 9. At least 90 days prior to the issuance of the final map, applicant shall request written verification from the City of Santa Ana Public Works Agency that sufficient water supply is available for this project. Exhibit "F" pa.se 2 of 2 7~B-269 Conditions for Approval for Vestina Tentative Tract Map No. 2005-03 (Countv Map No. 16622) Vesting Tentative Tract Map No. 2005-03 (County Map No. 16622) is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the Uniform Fire Code, the Uniform Building Code and all other applicable regulations. The applicant must comply in full with each and every condition listed below prior to exercising the rights conferred by this tentative tract map. The applicant must remain in compliance with all conditions listed below throughout the life of the tentative tract map. Failure to comply with each and every condition may result in the revocation of the tentative tract map. A. Plannina Division 1. Comply with all conditions and requirements from the Development Review Committee (DRC) for the development project (DP 03-77). 2. The Covenants, Conditions and Restrictions (CC&Rs) for this project must be reviewed and approved prior to approval of the final tract map. 3. All real estate signage must be removed from the site within one year from the date of installation. An extension of time may be granted as determined by the Planning Manager. 4. The final map must be approved and recorded prior to issuance of building permits. 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. Development within the area of the map is subject to development and permit fees in effect at the time of permit issuance. 7. Development within the area of the map is subject to design and development standards in effect at the time of permit issuance. 8. Two copies of the recorded final map and CC&Rs shall be submitted each to the Planning Division, Fire Department, Building Division, and Public Works Agency within 10 days of recordation. Exhibit "G" Pa~e 1 of2 7t)B-270 9. At least 90 days prior to the issuance of the final map, applicant shall request written verification from the City of Santa Ana Public Works Agency that sufficient water supply is available for this project. Exhibit "G" P~e 2 of 2 7oB-271 Conditions for Approval for Vestina Tentative Tract Map No. 2005-04 (Countv Map No. 16626) Vesting Tentative Tract Map No. 2005-04 (County Map No. 16626) is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the Califomia Administrative Code, the Uniform Fire Code, the Uniform Building Code and all other applicable regulations. The applicant must comply in full with each and every condition listed below prior to exercising the rights conferred by this tentative tract map. The applicant must remain in compliance with all conditions listed below throughout the life of the tentative tract map. Failure to comply with each and every condition may result in the revocation of the tentative tract map. A. Plannina Division 1. Comply with all conditions and requirements from the Development Review Committee (DRC) for the development project (DP 03-77). 2. The Covenants, Conditions and Restrictions (CC&Rs) for this project must be reviewed and approved prior to approval of the final tract map. 3. All real estate signage must be removed from the site within one year from the date of installation. An extension of time may be granted as determined by the Planning Manager. 4. The final map must be approved and recorded prior to issuance of building permits. 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. Development within the area of the map is subject to development and permit fees in effect at the time of permit issuance. 7. Development within the area of the map is subject to design and development standards in effect at the time of permit issuance. 8. Two copies of the recorded final map and CC&Rs shall be submitted each to the Planning Division, Fire Department, Building Division, and Public Works Agency within 10 days of recordation. Exhibit "H" PcwlfJ oi2 7 ol:j-~72 9. At least 90 days prior to the issuance of the final map, applicant shall request written verification from the City of Santa Ana Public Works Agency that sufficient water supply is available for this project. Exhibit "H" 7~Et-~~3 Conditions for Approval for Variance No. 2005-05 Variance No. 2005-05 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the Uniform Fire Code, the Uniform Building Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The applicant must comply with each and every condition listed below prior to exercising the rights conferred by this variance. The applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the variance. A. Plannina Division 1. All proposed site improvements must conform with the Site Plan Review approval of DP No. 03-79. 2. Any amendment to this variance must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or the variance must be amended. 3. A detailed landscape plan must be reviewed and approved prior to issuance of any building permits. In addition to the landscaping palette, the plan shall include details on the hardscape design, lighting concepts and outdoor furniture for the retail area and private podium. Exhibit "I" 75B-274 Conditions for Approval for Variance No. 2005-07 Variance No. 2005-07 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the Uniform Fire Code, the Uniform Building Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The applicant must comply with each and every condition listed below prior to exercising the rights conferred by this variance. The applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the variance. A. Plannina Division 1. All proposed site improvements must conform with the Site Plan Review approval of DP No. 03-79. 2. Any amendment to this variance must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or the variance must be amended. 3. A Parking Management Plan documenting how the tandem parking stalls will function must be submitted prior to building plan check. 4. Covenants, Conditions and Restrictions (CC&Rs) that restrict truck delivery hours to non-peak periods shall be submitted prior to building plan check. 5. Conditions, Covenants and Restrictions (CC&Rs) shall be provided for the project. At a minimum, the CC&Rs shall include provisions pertaining to owner occupancy, restrictions on home-based businesses, and the prohibition of storage on balconies. Exhibit "J" 75B-275 Conditions for Approval for Variance No. 2005-10 Variance No. 2005-10 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the Uniform Fire Code, the Uniform Building Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The applicant must comply with each and every condition listed below prior to exercising the rights conferred by this variance. The applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the variance. A. Plannina Division 1. All proposed site improvements must conform with the Site Plan Review approval of DP No. 03-80. 2. Any amendment to this variance must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or the variance must be amended. 3. A Parking Management Plan documenting how the shared and tandem parking stalls will function must be submitted prior to building plan check. 4. Covenants, Conditions and Restrictions (CC&Rs) that restrict truck delivery hours to non-peak periods shall be submitted prior to building plan check. 5. Signage to direct customers and guests to the adjacent parking structure shall be provided. A directional sign plan needs to be submitted and approved by the Planning Manager prior to issuance of a certificate of occupancy. Exhibit "K" 75B-276 Conditions for Approval for Variance No. 2005-12 Variance No. 2005-12 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the Uniform Fire Code, the Uniform Building Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The applicant must comply with each and every condition listed below prior to exercising the rights conferred by this variance. The applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the variance. A. PlanninQ Division 1 . All proposed site improvements must conform with the Site Plan Review approval of DP No. 03-77. 2. Any amendment to this variance must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or the variance must be amended. 3. A Parking Management Plan documenting how the shared and tandem parking stalls will function must be submitted prior to building plan check. 4. Covenants, Conditions and Restrictions (CC&R's) that restrict truck delivery hours to non-peak periods shall be submitted prior to building plan check. 5. Signage to direct customers and guests to the adjacent parking structure shall be provided. A directional sign plan needs to be submitted and approved by the Planning Manager prior to issuance of a certificate of occupancy. Exhibit "L" 75B-277 CK D Charles, Kane & Dye LLP June 14, 2005 REFER TO FILE NO.: 20500.001 VIA MESSENGER DELIVERY City Council City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Attn: Patricia E. Healy, Clerk of the Council Re: Public Hearing on Tune 20, 2004 for MacArthur Place South Dear Ms. Healy: On behalf of the DoubleTree Club Hotel, Orange County Airport located at 7 Hutton Centre Drive, Santa Ana, California (" Double Tree"), enclosed please find copies of the following documents in connection with the above-referenced project: 1. Correspondence dated April 18, 2005, May 20, 2005, and June 6, 2005, to the City of Santa Ana; and 2. Study"). Shared Parking Study dated May prepared by Kaku Associates, Inc. ("Parking As you can see from the foregoingf ()'1P Parking Study, the proposed project does not provide adequate parking. In fact, as shown'. ~tking dy (see page 6 of the Parking Study), the proposed project is ninety-nine (99) parking~.H~~es sho e required parking spaces after adding in the additional twenty five (25) spaces (which should have been but was not recognized in the Parking Study) to be provided to DoubleTree. As described in the hearing before the Planning Commission on May 23, 2005, Hutton Centre has had significant parking shortages before the added burden of the proposed project. For these reasons, the project should not be approved as currently proposed until the parking issues have been resolved. If you should have any questions regarding the enclosed, please do not hesitate to contact me. SMK:mjc s: \ Steve \ Doubletree \ Ltr.PHealy .06.13.05.doc .I!l~ cc: Mr. Andy Chen Ms. Grace Chu Mr. Mark Pfeifer Mr. Cory Alder 1920 Main Street, Suite 1070 · Irvine, CA 92614 · TEL: 949.852.8868 · FAX: 949.852.9878 . www.ckdcounsel.com 75B-278 . CK 'D ,- Charles, Kane & Dye LLP April 18, 2005 REFER TO FILE NO.: 20500.001 VIA E-MAIL (dbott@ci.santa-ana.ca.us ) & OVERNITE EXPRESS City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Attn: Mr. Dan Bott Re: Draft Environmental Impact Report for Mac Arthur Place South Ladies and Gentlemen: Please be advised that this office represents the Doubletree Club Hotel/ Orange County Airport located at 7 Hutton Centre Drive, Santa Ana, California ("Doubletree Club"). In this regard, I have reviewed the Draft Env~~n~ IlJi);pact Report for MacArthur Place South dated March, 2005 ("EIR"). In s ", y, the l~ is deficient because it fails to address significant parking issues resulting fr the pr project, as more specifically described below: 1. equf.ement that prior to the issuance of building permits, the proposed develo .... . d " a parking plan in cooperation with the City of Santa Ana, the importance of the parking issues created by the proposed project demand that such parking plan be developed, discussed and approved as a part of this EIR. Given the high density of the proposed project, the implication of a mitigation measure to render the impacts of the parking requirements as "less than significant" cannot be determined at this time without a parking study. Accordingly, the conclusions reached in the EIR as to parking are wholly inadequate and lacking in merit. The parking study must be completed as a vital component to the EIR. 2. In addition to those concerns raised by the residents in the SandPointe community, Doubletree Club has specific recorded rights to park an additional 50 vehicles in Hutton Centre. Copies of these recorded parking rights are attached for your review. As you will note, these parking spaces may be relocated from time to time and must now be relocated because of the proposed project. Given the loss of existing parking as a result of the overall build-out of the Hutton Centre, and the increased parking demands specifically created by the proposed project, Doubletree Club has attempted to obtain without success from the project developers assurances as to the availability and location of its additional fifty (50) parking spaces. The only response from the project developers has been that such parking will be 1920 Main Street, Suite 1070 · Irvine, CA 92614 · TEL: 949.852.8868 · FAX: 949.852.9878 . www.ckdcounsel.com 75B-279 . CK "D Charles, Kane & Dye LLP City of Santa Ana April 18, 2005 Page 2 available in the existing parking structure west of the Cinema Lot. As noted in the EIR, the proposed project will require an additional 1,868 parking spaces, which are said to be exclusive of 500 parking stalls in the existing parking structure west of the Cinema Lot and is the same parking structure that the EIR cites as available for project use during the evenings and weekends. As you can see, this same location is being identified as the space where the project developers propose for Doubletree Club to park up to fifty (50) vehicles. Without the proper analysis that other owners, tenants and guests in Hutton Centre are not also being directed to said parking structure to satisfy parking needs, there is no assurance that adequate parking does exist. For the reasons set forth above, Doubletree Club must object to the EIR for its failure to adequately consider the parking issues being created by the proposed project, especially in light of existing demands upon the parking within Hutton Centre. V erY~l yours, ..".....~,.................................................................................................'........ .,,:, .-,'.' . ," .'. .'.. il1~ ..' t., eltM. Kane SMK:mjc SK:Doubletree/Ltr. CitySantaAna.04.18.05.doc cc: Mr. Andy Chen (via facsimile) Ms. Grace Chu (via facsimile) Mr. Mark Pfeifer (via facsimile) Ms. M. Andriette Culbertson (via facsimile) 75B-280 CK >~;cc'D f-.'!:t. Charles, Kane & Dye LLP May 20,2005 REFER TO FILE NO.: 20500.001 VIA E-MAIL AND MESSENGER DELIVERY City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Attn: Mr. Vince Fregoso Re: MacArthur Place South Dear Mr. Fregoso: As a follow-up to my letter of April 18, 2005, to Mr. Dan Bott regarding the Draft Environmental Impact Report for MacArthur Place South, and my subsequent letter of May 13, 2005, to the proposed developer of MacArthur Place South, on behalf of DoubleTree Oub Hotel, Orange County Airport located at 7 Hutton Center Drive, Santa Ana, California ("DoubleTree"), please allow this letter . . t~oubleTree' s objection to the proposed ".. development on the basis that the pro arrangements are inadequate, all as more specifically described in the attached I Despite requests by DoubleTre p. developer to address these issues, a satisfactory response has not been f \slurther described in the attachments, DoubleTree has a recorded parking a toiling for fifty (50) parking spaces offsite but located within Hutton Centre. The proposed project fails to provide DoubleTree with these fifty (50) parking spaces in a project which has existing parking problems. . Accordingly, DoubleTree must object to the proposed project for failure to address significant parking issues, all of which will result from the proposed project. If you should have any questions regarding the foregoing, please do not hesitate to contact me. Vil~Y;;'~ ~~n M. Kane S:MK:mjc 5: \ Steve \ DoubleTree \ Ltr.VFregoso.05.20.05.doc cc: Mr. Andy Chen Ms. Grace Chu Mr. Mark Pfeifer Mr. Cory Alder 1920 Main Street, Suite 1070 · Irvine, CA 92614 · TEL: 949.852.8868 · FAX: 949.852.9878 · www.ckdcounseLcom 75B-281 CK @D Charles, Kane & Dye LLP June 6, 2005 REFER TO FILE NO.: 20500.001 VIA E-MAIL AND FffiST CLASS MAIL City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Attn: Mr. Vince Fregoso Re: MacArthur Place South Dear Mr. Fregoso: As a follow-up to my letters of April 18, 2005 and May 20, 2005, regarding the Environmental Impact Report ("EIR") for MacArthur Place South on behalf of DoubleTree Club Hotel, Orange County Airport located at 7 Hutton Center Drive, Santa Ana, California ("DoubleTree"). I have reviewed the revised Shared Parking Study dated May, 2005 and prepared by Kaku Associates (" Parking Study"). The Parking Study emphasizes the point that the proposed project lacks adequate parking. First, I assume reference in the parkingE- y"lli '-'-~iott Hotel" is mistaken and meant to be DoubleTree. Second, the recorded . king A . ent which benefits DoubleTree provides DoubleTree with fifty (50) parking spaces, . t th n -- 've (25) spaces which is mistakenly cited in the Parking Study. Had the Parking Study 'ed the fifty (50) spaces to be provided to DoubleTree under the Parking Agreem 'ts 0 account, the proposed project requires another ninety nine (99) parking spaces (s d ev with the shared parking analysis utilized in the Parking Study, the proposed project 1 eighty two (82) spaces (see the summary on Page 9). As described in the Planning Commission hearing on May 23, 2005, Hutton Centre already has parking problems without the proposed project, which only increases the parking problems. The failure to adequately address the insufficient parking in Hutton Centre causes the EIR to be deficient. The proposed project should not be approved until the parking problems are resolved. If you should have any questions regarding the foregoing, please do not hesitate to contact me. SMK:mjc 5: \Steve\ Doubletree\ Ltr. VFregoso.06.06.05.doc /ll ;:-~ n M. Kane cc: Mr. Andy Chen Ms. Grace Om Mr. Mark Pfeifer Mr. Cory Alder 1920 Main Street, Suite 1070 · Irvine, CA 92614 · TEL: 949.852.8868 · FAX: 949.852.9878 · www.ckdcounsel.com 75B-282 This correspondence attached, the document entitled the Shared Parking Study for the MacArthur Place Mixed-Use Project, Santa Ana, California May 2005," prepared by Kaku Associates Please see the MacArthur Place South Mixed Use Development 1 ,9, 10 Hutton Centre Drive & 101 East Sandpointe binder, Tab "L" (Exhibit 12 - Shared Parking Study) for a copy of this document 75B-283 75B-284