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Home My WebLink AboutItem 18 - The Village Santa Ana Specific Plan – Second Readings for Amendment Application and Development Agreement Ordinances (1561 W. Sunflower Avenue) Planning and Building Agency 71 www.santa-ana.org/planning-and-building/ Item # 18 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report October 7, 2025 TOPIC: The Village Santa Ana Specific Plan — Second Readings for Amendment Application and Development Agreement Ordinances (1561 W. Sunflower Avenue) AGENDA TITLE Second Readings for Amendment Application No. 2025-01 and Development Agreement No. 2025-01 Ordinances for The Village Santa Ana Specific Plan Project Located at 1561 W. Sunflower Avenue. Legal notices published in the OC Reporter on September 19, 2025. RECOMMENDED ACTIONS 1. Conduct a second reading and adopt an ordinance approving Amendment Application No. 2025-01 establishing The Village Santa Ana Specific Plan (Specific Plan No. 6) and approving a zone change for the Project Site at 1561 W. Sunflower Avenue from Specific Development No. 48 to Specific Plan No. 6; and ORDINANCE NO. NS-3086 entitled AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2025-01 TO ESTABLISH THE VILLAGE SANTA ANA SPECIFIC PLAN AND TO APPROVE A ZONE CHANGE FOR THE PROJECT SITE GENERALLY LOCATED AT 1561 W. SUNFLOWER AVENUE, FROM SPECIFIC DEVELOPMENT NO. 48 TO THE VILLAGE SANTA ANA SPECIFIC PLAN (SP-6) 2. Conduct a second reading and adopt an ordinance approving Development Agreement No. 2025-01. ORDINANCE NO. NS-3087 entitled AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DEVELOPMENT AGREEMENT NO. 2025-01 FOR THE VILLAGE SANTA ANA SPECIFIC PLAN PROJECT GENERALLY LOCATED AT 1561 W. SUNFLOWER AVENUE, BETWEEN THE CITY OF SANTA ANA AND SOUTH COAST PLAZA, A CALIFORNIA GENERAL PARTNERSHIP 3. Determine that, pursuant to the California Environmental Quality Act (CEQA), the ordinances' second readings are covered by the Final Supplemental Environmental Impact Report (SEIR) No. 2025-01 (SCH No. 2020029087), including environmental findings of fact pursuant to the California Environmental The Village Santa Ana Specific Plan Ordinances Second Readings (1561 W. Sunflower Avenue) October 7, 2025 Page 2 Quality Act, the Statement of Overriding Considerations, and the Mitigation Monitoring and Reporting Program that were certified and adopted by the City Council on September 16, 2025 for the Project (Notice of Determination filed on September 18, 2025). GOVERNMENT CODE 484308 APPLIES: Yes DISCUSSION At its September 16, 2025, regular meeting, the City Council held a public hearing and considered the staff report, recommendations by staff, and public testimony concerning the subject applications. Following closure of the public hearing, City Council unanimously approved the subject applications by a vote of 7-0 and requested the following modifications to the Specific Plan: 1. Amend figures 3-5 (Circulation Network) and 3-15 (Conceptual Pedestrian Network) and Chapter 6 (Administration and Implementation) to require the installation of the two traffic signals along Bear Street to be constructed within 24 months of the effective date of ordinance approving AA No. 2025-01. 2. Amend Figure 3-8b (Bear Street Proposed Cross-Section) to reflect the same configuration of landscape, sidewalk, parkway, Class IV bike lane, and landscape buffer between bike lane and vehicle lane as shown in Figure 3-613 (Sunflower Avenue Proposed Cross-Section) and allow a reduction in vehicle lane from 15 feet to 11 feet, as needed, to accommodate such improvements. 3. Amend Figure 3-13 (Proposed Loading Zone) to indicate and show no commercial loading along Bear Street, Sunflower Avenue, and Plaza Drive. 4. Amend Figure 3-16 (Conceptual Bicycle Network) to indicate a Class IV bike lane along Bear Street. 5. Amend Table 4-1 (Permitted Uses) to require a Conditional Use Permit for hotels. These modifications have been included in the updated Specific Plan that is posted to the City's project webpage and redlines have been included in this staff report as Exhibit 3. As the requested entitlements include two ordinances, pursuant to Section 413 of Division 2 of Article IV (City Council) of the City's Charter, they require second readings. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the ordinances' second readings are covered by the Final Supplemental Environmental Impact Report (SEIR) No. 2025-01 (SCH No. 2020029087), including environmental findings of fact pursuant to the California Environmental Quality Act, the Statement of Overriding Considerations, and The Village Santa Ana Specific Plan Ordinances Second Readings (1561 W. Sunflower Avenue) October 7, 2025 Page 3 the Mitigation Monitoring and Reporting Program that were certified and adopted by the City Council on September 16, 2025 for the Project (Notice of Determination filed on September 18, 2025). FISCAL IMPACT There is no fiscal impact associated with the approval of the subject ordinances' second readings. EXHIBITS 1. Amendment Application Ordinance 2. Development Agreement Ordinance 3. Redlines to Specific Plan 4. Link to Updated (Clean) The Village Santa Ana Specific Plan and Appendices 5. Link to Final Supplemental Environmental Impact Report 6. Link to September 16, 2025 City Council Public Hearing Submitted By: Ali Pezeshkpour, AICP, Executive Director of Planning and Building Agency Approved By: Alvaro Nunez, City Manager ORDINANCE NO. NS-XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2025-01 TO ESTABLISH THE VILLAGE SANTA ANA SPECIFIC PLAN AND TO APPROVE A ZONE CHANGE FOR THE PROJECT SITE GENERALLY LOCATED AT 1561 W. SUNFLOWER AVENUE, FROM SPECIFIC DEVELOPMENT NO. 48 TO THE VILLAGE SANTA ANA SPECIFIC PLAN (SP-6) 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. Justin McCusker, on behalf of South Coast Plaza, a California general partnership ("Applicant" and "Property Owner"), is seeking approval of various entitlements to facilitate the redevelopment of a 17.2-acre site into a mixed-use urban village ("Project"). B. The project site is located along the southern edge of the City of Santa Ana ("City"), on the northeast corner of West Sunflower Avenue and South Bear Street, transected by South Plaza Drive. The project site includes 11 addresses (1561, 1611, 1621, 1631, 1641, and 1661 W. Sunflower Avenue; 3820, 3840, and 3951 S. Plaza Drive; and 3811 and 3851 S. Bear Street) and seven parcels (412-131-10, 412-131-20, 412-131-21, 412-451-01, 412- 451-02, 412-451-03, and 412-451-04), collectively referred to as 1561 W. Sunflower Avenue ("Project Site"). C. The Project entitlements include Amendment Application (AA) No. 2025-01 to establish The Village Santa Ana Specific Plan (Specific Plan No. 6 (SP- 6)) and to approve a zone change for the Project Site from Specific Development No. 48 (SD-48) to SP-6; Vesting Tentative Tract Map (VTTM) No. 2025-06 (County Map No. 2023-159) to subdivide the Project Site into six buildable lots; and Development Agreement (DA) No. 2025-01 outlining terms and conditions for the Project. D. The Project entails, among other things, (1) demolition of the existing structures on the Project Site and (2) redevelopment of the Project Site into an urban village containing up to 1,583 residential units, 80,000 square feet of commercial/retail space, and 300,000 square feet of office space, including 7.5 acres of publicly accessible open space and on-site parking and landscaping. E. The Project Site is currently zoned as SD-48 and has a General Plan (GPU) land use designation of District Center—High (DC-5). Ordinance No. NS-XXX Page 1 of 8 F. The Applicant is requesting approval and adoption of AA No. 2025-01 to (1) establish SP-6 and (2) approve a zone change for the Project Site from SD- 48 to SP-6. G. Pursuant to sections 41-592 and 41-667 of the Santa Ana Municipal Code (SAMC), approval of a specific plan and a zone change require approval of an ordinance by the City Council, with the Planning Commission serving as advisory body. H. Pursuant to Section 41-667 of the SAMC, the City Council must hold a hearing before approving any proposed zone changes, including changes to any sectional district maps. I. Pursuant to sections 41-664 and 41-666 of the SAMC, prior to being submitted to the City Council, a public hearing on a proposed zone change must be held before the Planning Commission and the Planning Commission must transmit its recommendation on the proposed zone change to the City Council. J. On August 11, 2025, the Planning Commission of the City of Santa Ana held a duly-noticed public hearing on the entirety of AA No. 2025-01, including both the proposed adoption of SP-6 and the proposed zone change for the Project Site, recommending approval of AA No. 2025-01 to the City Council. K. Based on the entire record before the City Council and all written and oral evidence presented, the City Council finds that the entirety of AA No. 2025- 01, including both the proposed adoption of SP-6 and the proposed zone change for the Project Site, is consistent with the GPU, including, but not limited to, its goals and policies, as follows: The Project implements the vision and objectives of the South Bristol Street Focus Area (SBSFA) by transforming an auto-oriented shopping center to a walkable, bike-friendly, and transit-friendly urban village that incorporates a mix of high-intensity office and residential living with experiential commercial uses. The Project is consistent with the allowed intensity and density of the DC-5 land use designation of the GPU. The Project also supports several goals and policies of the GPU. Specifically, the Project is consistent with the following goals and policies: • Policy CM-1.6 (Recreation on Private Property) of the Community Element, of promoting development and use of privately-owned recreation and entertainment facilities that help meet the needs of Santa Ana residents as the Project would include publicly accessible open space that would be made available to the general public through an irrevocable public access easement with the City and would remain in effect through the life of the Project. Ordinance No. NS-XXX Page 2 of 8 • Policy CN-1.6 (New and Infill Residential Development) of the Conservation Element encourages development that is mixed use, pedestrian friendly, transit oriented, and clustered around centers. The Project would introduce a mixed-use urban village and encourage experiential commercial uses that are more walkable, bike-friendly, and transit-oriented. The Project would create a commercial core providing for sufficient local serving and destination retail uses, residential opportunities, workplaces, and entertainment amenities to enable residents and shoppers to reduce reliance on the automobile. • Policy EP-3.4 (Complete Communities) of the Economic Prosperity Element encourages the development of "complete communities" that provide a range of housing, services, amenities, and transportation options that support the retention and attraction of skilled workforce and employment. The Project would implement the vision of the SBSFA of creating an urban village that includes a range of uses. The Project would promote a business-friendly environment where businesses thrive and would facilitate a "complete community" with a range of housing, services, and amenities and transportation options to support the retention and attraction of a skilled workforce and employment base. • Policy HE-1.5 (Infrastructure and Public Services) of the Housing Element (HE) encourages the development of quality community facilities, physical infrastructure, traffic management and parking control, and other public services to promote the livability, safety, and vitality of neighborhoods. The Project would provide safe access points for pedestrians and bicyclists and would include new traffic signals along Bear Street and Plaza Drive to improve traffic management. The Parking Management Plan would also assist in controlling parking impacts. • Policy HE-2.6 (Housing Design) of the HE requires excellence in architectural design through the use of materials and colors, building treatments, landscaping, open space, parking, and environmentally sensitive ("green") building and design practices. One primary objective of SP-6 is to bring high quality design to the Project Site, focusing on green standards, durable materials and visual integrity and timeless architecture. The Project would incorporate quality design, from the larger design of the commercial and residential structures to the small details of materials, landscaping, pedestrian network, and communal gathering spaces. • Policy LU-2.1 (Employment Opportunities) of the Land Use Element (LU) encourages a broad spectrum of land uses and development that offer employment opportunities for current and future Santa Ana residents. The Project would include a mix of land uses that will serve Ordinance No. NS-XXX Page 3 of 8 as a catalyst for reinvestment, stimulate economic activity, commerce, and new development opportunities in and around the SBSFA. The Project would also have a positive contribution to the local economy through new capital investment, the creation of jobs, and the expansion of the tax base through the Project's long-term investment and commitment to the City of Santa Ana. • Policy LU-2.3 (Supportive Spaces) of the LU element encourages providing a diversity of land uses that support residents, visitors, and businesses, such as open space, areas for community gatherings, and outdoor entertainment venues. One of the primary goals of the Project is to foster a neighborly environment where residents can live, work, and recreate in a vibrant village community. The Project would encourage walkability, safety, shopping and dining and would create community centric spaces for residents of all ages and abilities. • Policy LU-2.10 (Smart Growth) of the LU element emphasizes focusing high density residential in mixed-use villages, designated planning focus areas, downtown Santa Ana, and along major travel corridors. The Project is located with the SBSFA, a planned focus area. The Project would achieve the vision of the SBSFA of creating high density housing within and along a mixed-use village that would be the hub of activity, designed as a park-like setting that would create an intimate and relaxing environment. • Policy M-1.2 (Balanced Multimodal Network) of the Mobility Element encourages providing a balanced and equitable multimodal circulation network that reflects current and changing needs. The Project would accommodate a variety of transportation within and to/from the Project Site, including automobiles, walking, bikes, and rideshare. The Project would include an internal pedestrian network providing multiple access points along Bear Street, Sunflower Avenue, and Plaza Drive. Additionally, the Project would include for new bike lanes through and around the Project Site and bicycle parking stations. • Policy OS-1.9 (New Development) of the Open Space (OS) Element requires all new development to provide adequate parks and open space, including via parkland dedication or development fees, in order to meet the City's Park standard. Ensure that new development includes pedestrian and multi-modal travel ways to promote a quality living environment. For new development within park deficient and environmental justice areas, prioritize the creation and dedication of new public parkland over the collection of impact fees. The Project would provide approximately 7.5 acres of publicly accessible open space, consisting of both active and passive open space that would be open to the general public through an irrevocable public access easement with the City and would remain in effect through the life of Ordinance No. NS-XXX Page 4 of 8 the Project. Additionally, the Project would require 90 square feet of private open space and 100 square feet of active or passive open space per unit. The Project also prioritizes open space as a key placemaking feature of the development. • Policy OS-2.1 (Recreation Variety) of the OS element encourages a variety of recreation facilities and activities to meet the diverse needs of the community. It also encourages the need for indoor and outdoor recreation opportunities, as well as traditional and trending activities. The Project would feature key open space areas. The Promenade has been designed to draw pedestrians from the residential area west of Bear Street, South Plaza Drive, and beyond to create a distinct destination along Sunflower Avenue. The Square is intended to be an intimate hub for public gathering, events, and relaxation from day to night. Various seating areas, water features, and experiential lighting and art are envisioned to activate the Square. A Fitness Loop would encircle and thread through the Project Site and include special markers to provide a continuous fitness path for residents and neighbors. The Recreation Lawn has been designed as an area where the community and their pets can gather and relax in a low- water-grass space. Moreover, the Project is consistent with and supports Implementation Action No. LU-2.12 (Distinctive Districts) of the LU that requires the development and adoption of specific plans or corridor plans for each of the five focus areas that establish regulations and design standards. A full list of all applicable General Plan goals and policies that support the Project are attached hereto as Exhibit A and incorporated herein by this reference. L. The City Council has weighed and balanced the General Plan's goals and policies and has determined that, based upon this balancing, the Project at 1561 W. Sunflower Avenue and AA No. 2025-01, including SP-6 and the zone change, are consistent with the purpose of the General Plan. M. The City Council also adopts as findings all facts presented in the Request for City Council Action dated September 16, 2025, and October 7, 2025, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. For these reasons, and each of them, AA No. 2025-01 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. Section 2. The City prepared a Draft Supplemental Environmental Impact Report (SEIR) that analyzed the Project's environmental impacts in accordance with the California Environmental Quality Act (Public Resources Code, §§ 21000 et seq., CEQA), the regulations promulgated thereunder (14 Cal. Code of Regulations, §§ 15000 et seq., the CEQA Guidelines), and the City's Local CEQA Guidelines. The Draft SEIR was made available for public review for 52 days between April 17, 2025, and June 9, 2025. The document was made available online at the City's website and available for review at City Ordinance No. NS-XXX Page 5 of 8 Hall and the Southwest Senior Center in hard copy form. In response to comments received on the Draft SEIR, the City prepared a Final SEIR and released it to the public on August 4, 2025. The Final SEIR is attached hereto as Exhibit B and incorporated herein by reference. The City Council Resolution recommends certification of the Final SEIR (SCH No. 2020029087), adoption of findings under CEQA, and adoption of the Mitigation Monitoring and Reporting Program and the Statement of Overriding Considerations, and among other things, properly assesses the environmental impact of the Project in accordance with CEQA. This Resolution incorporates by reference the environmental findings and analysis set forth in the Resolution for the Final SEIR (SCH No. 2020029087) as if fully set forth herein. Section 3. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves the AA No. 2025-01, and specifically, approves and adopts The Village Santa Ana Specific Plan (SP-6), a true and correct copy of which is attached hereto as Exhibit C and incorporated herein by this reference. This approval is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: The Request for City Council Action dated September 16, 2025, and October 7, 2025, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. Section 4. The City Council of the City of Santa Ana, after conducting the public hearing, also hereby approves the zone change for the Project Site from SD-48 to The Village Santa Ana Specific Plan (SP-6), as set forth in Amended Sectional District Map No. 35-5-10, a true and correct copy of which is attached hereto as Exhibit D and incorporated herein by this reference. This approval is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: The Request for City Council Action dated September 16, 2025, and October 7, 2025, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. Section 5. The documents and materials associated with this Ordinance that constitute the record of proceedings on which these findings are based are located at Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, CA 92701. The City Clerk is the custodian of records for the record of proceedings. Section 6. Pursuant to Government Code Section 66020, the Applicant may protest the imposition of fees, dedications, reservations, or other exactions imposed on this development Project by taking the necessary steps and following the procedures established by sections 66020 through 66022 of the California Government Code. Section 7. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or Ordinance No. NS-XXX Page 6 of 8 annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the Project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 8. If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this Ordinance and each section, subsection, sentence, clause, phrase, or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of , 2025. Valerie Amezcua Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney a-a-- By: Melissa M. Crosthwaite Senior Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSENT: Councilmembers: ABSTENTIONS: Councilmembers: Ordinance No. NS-XXX Page 7 of 8 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Jennifer L. Hall, City Clerk, do hereby attest to and certify the attached Ordinance No. NS-XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on 12025. Date: Jennifer L. Hall City Clerk City of Santa Ana Ordinance No. NS-XXX Page 8 of 8 Exhibit A . � Plan Consistency Land Use Element W POLICYLU-1.8 DEVELOPMENT TRADEOFFS The Specific Plan increases housing for the City while Ensure that new development projects provide providing publicly accessible open space and expanding a net community benefit. retail/commercial options.The Plan will create a space for shopping,dining and recreation as well as encourage walkable connections to the great South Coast shopping area. POLICYLU-1.9 PUBLIC FACILITIESAND Chapter 3,Development Plan provides the proposed INFRASTRUCTURE infrastructure plan to support development of the Village Evaluate individual new development proposals which will not compound existing public facility and service to determine if the proposals are consistent deficiencies. with the General Plan and to ensure that they do not compound existing public facility and service deficiencies. POLICYLU-2.1 EMPLOYMENT Chapter 2 and Chapter 3,the Plan provides for a mixed-use OPPORTUNITIES development that will increase housing andjob opportunity, Provide a broad spectrum of land uses in accordance with the General Plan and the designated and development that offer employment focus area.The Plan will create new spaces for a variety of opportunities for current and future Santa Ana commercial and retail uses. residents. POLICYLU-2.3 SUPPORTIVE SPACES Chapter 2,one of the primary goals of the Plan is to foster a Provide a diversity of land uses that support neighborly environment where residents can live,work,and residents,visitors,and businesses,such as recreate in a vibrant village community.Through a variety open space,areas for community gatherings, of land uses,and plans to encourage walkability,safety, and outdoor entertainment venues. shopping and dining the Plan will create community centric spaces for residents of all ages and abilities. POLICYLU-2.5 BENEFITS OF MIXED-USE Chapter 2 and 3,A primary focus of the plan is to transform Encourage infill mixed-use development at all conventional auto-oriented shopping plazas into dynamic ranges of affordabilityto reduce vehicle miles nodes of activity that blend healthy living,working, traveled,improvejobs/housing balance,and shopping,and dining in a contemporary village environment. promote social interaction Increasing housing opportunities adjacent to retail and commercial centers encourages residents to walk or bike for essential shopping needs. POLICYLU-2.10 SMART GROWTH Chapter 2,The plan is designated in the Bristol Street Focus high density residential in mixed-use focus area.The new development will achieve the vision to villages,designated planning focus areas, create high density housing within and along mixed-use Downtown Santa Ana,and along major travel villages.As noted by the Guiding Principles,in Chapter 2, corridors. unlike traditional commercial centers dominated by surface parking,this neighborhood village will be the hub of activity, designed within a parklike setting that creates an intimate and relaxing environment. The Village Santa Ana Specific Plan - August 2025 . � I Plan Consistency POLICYLU-4.1 COMPLEMENTARY USES Chapter 2 and 3,the Village Santa Ana is a mixed use village Promote complete neighborhoods by with a thoughtfully designed site plan that focuses on encouraging a mix of complementary uses, balance and seamless integration of different uses.A mix community services,and people places within a of residential,retail,and office,provide a variety of options walkable area. for future residents.The plan provides outdoor space both shared and privately and people who visit or live at the Village will find a multitude of unique outdoor spaces for strolling,reading,dining,meeting friends,exercising, and enjoying outdoor recreation.Additionally,rooftops, terraces,and balconies that face the park overlook the activities at the ground level and offer an array of amenities for residents. POLICY LU-4.6 HEALTHY LIVING CONDITIONS Proximity to essential resources,outdoor and recreational Support diverse and innovative housing types space and sustainable materials and practices create healthy that improve living conditions and promote a living environments for existing and future residents.The healthy environment. Plan will implement a variety of these practices through land use,design and thoughtful planning.The new development will aim to protect and care for the land. Best practices for reduced energy and water consumption,sustainably sourced materials,and integration of pervious surfaces along with thoughtful plant selection will support on- site water retention for this green village community. Additionally,many units were strategically placed to face open spaces and areas,created a garden unit feel. FIGURE LU-2 SPECIAL PLANNING AREAS The property is a part of one of the five new focus areas:#5 The property is a part of Focus Area#5:South South Bristol Street.Discussion of inclusion in this Focus Bristol street. Area is covered in Chapter 1,Introduction.Additional details of how the Plan is consistent with the South Bristol Street focus area are outlined below. TABLE LU-2.BUILDOUT TABLE The South Bristol Street focus area is planned to accommodate a large amount of housing and employment. Focus Existing Housing Units Existing Jobs The VSA project fits within the projected growth for South Area Bristol Street.A maximum of 1,583 units are permitted zzo 3,337 along with up to 80,000 square feet of commercial use South and 300,000 square feet of office use.The mix of housing, Bristol Future Est.Housing Units Future Est.Jobs directly adjacent to commercial and office use will bring a Street 5,272 7,855 variety ofjobs to the plan area and potentially increase the number of residents who are able to walk or bike to work. FIGURE LU-4 DENSITYAND INTENSITYMAP The density and intensity(du/acre and FAR)of Chapter 4, The property site is designated as DC-5 which Development Standards are consistent with the DC-5 Land means District Center-High with a maximum use Designation:5.0 FAR and/or 125 du/ac,up to 25 stories. density/intensity of 5.0 FAR and/or 125 du/ac and typical max height of 25 stories. Appendix B: General Plan Consistency . � Plan Consistency LUDESIGNATION-DISTRICT CENTER The mixed-use land use plan and permitted uses per Chapter The District Center land use designation 4,Development Standards,are consistent with the uses provides for distinctly urban retail,residential described for the District Center designation.The Specific mixed-use,and employment centers that Plan will implement the appropriate development and are well connected to public transportation. design standards associated with these land uses to ensure It includes the city's primary activity centers development and growth that is consistent with the District and opportunities for new urban-scale Center Land Use goals. development. This designation allows a mix of uses, including medium,medium-high,and urban density condominiums,apartments,and townhomes;professional offices;multilevel corporate offices;retail and commercial services;and cultural,education,recreation, and entertainment uses.Mixed-use projects are allowed in both horizontal configurations, with commercial and residential uses side by side,and vertical,with commercial uses on the ground floor and residential above. LU FOCUSAREA-SOUTH BRISTOL The Village Santa Ana Specific Plan implements the vision The South Bristol Street Focus Area represents for a walkable,urban village.The Plan meets the objectives Santa Ana's southern gateway and is a part in the following ways: of the successful South Coast Metro area. Capitalize on the success of the South Coast Metro Between Sunflower and Alton Avenues,the area-The Village's location at the corner of Sunflower District Center land use designation will create and Bear integrates uses with village scale retail and opportunities to transform auto-oriented multi-family living that complement adjacent retail and shopping plazas to walkable,bike-friendly,and residential uses. transit-friendly urban villages that incorporate a Introduce mixed-use urban villages and encourage mix of high intensity office and residential living experiential commercial uses that are more walkable, with experiential commercial uses. bike friendly,and transit oriented,The Specific Plan incorporates all aspects of this objective into the Plan Focus Area Objectives: as especially demonstrated in Chapter 3,Development • Capitalize on the success of the South Plan. Coast Metro area Realize an intense,multistory presence along the • Introduce mixed-use urban villages and corridor-Chapter 4 Development Standards details encourage experiential commercial uses the requirements for a variety of height,setbacks,and that are more walkable,bike friendly,and stepbacks along Sunflower and Bear contributing to the transit oriented. corridor/district. • Realize an intense,multistory presence Provide for mixed-use opportunities while protecting along the corridor adjacent,established low density neighborhoods-As • Provide for mixed-use opportunities while identified in Chapter 4,Development Standards,the protecting adjacent,established low Village provides a mix of uses that are compatible density neighborhoods with the adjacent properties.The standards also require height,stepbacks,setback and landscaping requirements that provide certainty for the placement and scale of future buildings. The Village Santa Ana Specific Plan - August 2025 . � Plan Consistency Housing POLICYHE-1.5INFRASTRUCTUREAND Chapter 3 describes the Mobility and Infrastructure plan PUBLIC SERVICES for the Village.Parking,accessibility,and multi-modal Provide quality community facilities,physical transportation were key considerations when developing infrastructure,traffic management and the project.The plan ensures a variety of safe access points parking control,and other public services to for pedestrians and bikers as well as considers the flow of promote the livability,safety,and vitality of traffic for ingress and egress points on Sunflower Blvd and neighborhoods. Bear St.The plan provides a proposed traffic signal where Bear and S Plaza Dr.intersect as well as two new traffic signals along S Plaza Dr.to ensure safe driving speed and pedestrian crossing. POLICY HE-2.3 URBAN VILLAGES The Village will provide up to 1,583 units in a variety of Create higher intensity,mixed-use urban sizes for various household types.The plan integrates villages and pedestrian-oriented experiences high density housing with new shopping,dining and that access and support the office entertainment opportunities.The plan includes public centers,commercial services,and cultural art requirements,human scale design and landscaping activities within District Centers and Urban and walking and biking paths throughout the plan area. Neighborhood designated areas. Connecting future residents to the South Bristol Corridor and nearby cultural,retail,and entertainment destinations is a primary focus of the plan,truly integrating residents into the local scene. POLICY HE-2.6HOUSING DESIGN One primary objective of the plan is to bring high quality Require excellence in architectural design design to the project,focusing on green standards,durable through the use of materials and colors, materials and visual integrity and timeless architecture. building treatments,landscaping,open space, Additionally,Chapter 5 of the Specific Plan outlines the parking,and environmentally sensitive("green") design guidelines and standards for the project.The Plan building and design practices. incorporates quality design throughout the project area, from the larger design of the commercial and residential structures to the small details of materials,landscaping, pedestrian network,and communal gathering spaces. Chapter 5 ensures the project will be built to create a sense of place and address the various aspects of site planning, architecture,and design. POLICYHE-4.4 SERVICE-ENRICHED HOUSING As a part of the plan,a range of senior housing is permitted. Support the provision of supportive services Chapter 4 of the plan specifies that both senior housing and service-enriched housing for persons with and senior care facilities are permitted in the project. special needs,such as seniors,disabled people, Senior housing within apartments provides benefits such homeless people,families,veterans,and people as localized access to markets and essential retail as well as with medical conditions. community-oriented living and walkable spaces. POLICY HE-4.5 HEALTHY HOMES Among the high-quality design of the project is an Support efforts to make homes healthier by emphasis on high quality materials. Project materials will addressing health hazards associated with lead- be in accordance with the requirements of the California based paint and soil,asbestos,vermin,mold, Building Code.The residential design focuses on integrating VOC-laden materials,and prohibiting smoking households into a green and healthy community. in multi-family projects,among others. Appendix B: General Plan Consistency . � Plan Consistency POLICY UD-1.1 DESIGN QUALITY Guiding Principal#2 of the Plan focuses on timeless design Ensure all developments feature high quality stating that through human-scale design elements, design,materials,finishes,and construction. selection of warm materials,four-sided architecture,and places for terrace gardens and green walls,the design of the buildings will work holistically with the landscaping and parklike village atmosphere.Additionally,the plan identifies both thoughtful and high-quality design elements throughout Chapter 5.Regarding landscape design,the design guidelines will require a variety of materials for accessibility and permeability. Furnishings and decorative details will require high quality and durable materials that provide visual variety per section 5.5.1 of the Plan. Additionally,Building and architectural materials should be high quality and approved for use in the California Building Code. POLICY UD-1.2 PUBLICART Public art contributes significantly to the public experiences Require public art as part of major and identity of a place and is a primary focus of the design developments and the public realm and details of the project area.Chapter 5,section 5.4.5 improvements. outlines the standards and requirements of public art in the plan area.All requirements are consistent with the General Plan's guidelines for public art.Additionally,public art should be consistent and complimentary to the design of the structures as well constructed using durable materials to allow for longevity.The plan requires public art to support and complement the public experience and will inhibit accessibility of any uses on site. POLICY UD-1.5 ATTRACTIVE PUBLIC SPACE The core of the plan areas focuses on accessible,and activity Encourage community interaction through shared open space.Through high quality design,use of the development and enhancement of plazas, landscaping and greenery and community gather features open space,people places,and pedestrian (i.e.Benches),the central portion of the plan will encourage connections with the public realm. public engagement with the site.Chapter 5 of the plan implements design guidelines which are reflective of Santa Ana's focus on engaging and beautiful public environments. The location of the plan area provides ease of connection to the Arts Center to the east and South Coast Plaza to the South.The focus on walkable urban form and accessible space will allow for complete and connected circulation for pedestrians and cyclists. POLICY UD-4.2 IMAGE MAKING THROUGH The Village will create a place of destination,filled with ARCHITECTURE vibrant and innovative design to reflect the growing Santa Promote development within nodes to reflect Ana city.The proximity to the South Coast Plaza,Performing the significance of the area and cultivate a Arts Center and Recently established Art Museum adds positive image of Santa Ana through high the cultural vitality of the project area.The project will quality architecture. integrate warm and timeless architectural design,public art and walkable gather spaces to create a desirable village and establish a sense of place for residents and visitors. The Village Santa Ana Specific Plan - August 2025 . � I Plan Consistency POLICY UD-4.3ACTIVE OPEN SPACES Guiding Principle#3 of the plan encourages and envisions Ensure architectural and landscape design a multitude of unique outdoor spaces for strolling,reading, activates open space as a means to promote dining,meeting friends,exercising,and playing.The retail community interaction and enhance the village common areas may be programmed for recurring aesthetic quality of development. activities such as movie nights,seasonal events,exercise options such as outdooryoga,family nights,and other opportunities for nearby residents.The use of public art, programming,circulation and mobility design as well as high quality materials support the Plan's ability to create an activated and engaged shared outdoor space. POLICYUD-4.4 VIBRANTSTREET LIFE Guiding Principal#5 of the plan states new residential and Encourage development within nodes that commercial buildings will orient toward the streets and promotes pedestrian activities,enhanced retail village and provide easy access for pedestrians.The amenities,and engaging designs that allow for streetscape and building setbacks along Sunflower Avenue, discovery,excitement,and social interaction. South Plaza Drive,Bear Street,and internal project roads will be designed with a cohesive palette of drought-tolerant plants with unique characteristics,brightly colored flowers, and a mix of succulents and trees.Additionally,Principal#4 states that the Village Santa Ana will be an extension of the art walk,showcasing art works in the form of landscaping, stand-alone art pieces,and local artisan retail.Distinctive architecture and high-quality materials will contribute to the character of the Village. Chapter 4 Land Use and Chapter 5 Design Guidelines also ensure a harmonious layout of landscaping,open space, walkways and structures. POLICY UD-5.1 BUILDING PRESENCEAT The Intersection at Bear Street and Sunflower Avenue is one INTERSECTIONS of the key northern entrances to the South Coast Plaza area; Create a strong presence at focus intersections and therefore,should represent the vibrancy of the area. by locating intense building mass and open The architecture and design for the Village should consider space areas along the street that include high the Southern California environment and indoor/outdoor quality design and materials. lifestyle as well as the design aesthetic of the adjacent South Coast Metro area.Chapter 5 encourages a contemporary architectural style,where buildings are different yet complementary.Towers should create a unique identity within the overall development where residential lobbies are visible from the street and facade treatments are applied visible sides,creating consistent frontage and design. POLICY UD-6.4 DECORATIVE FEATURES The use of lighting and landscaping will be used to create Promote coordinated landscaping and cohesive and usable features in the plan area.The use of decorative features in projects near landmarks decorative lighting treatments in landscaping,pedestrian that appropriately enhance the vicinity and do activity areas,and nodes and entryways support an not create visual clutter. enhanced pedestrian experience.Additionally,the plan aims to utilize outdoor furnishing and amenities to denote community gathering spaces while paving and landscaping denotes walkways and bikeways. Appendix B: General Plan Consistency . � Plan Consistency POLICY OS-1.9 The Specific Plan provides for approximately 7.5 acres of Require all new development to provide publicly accessible open space,consisting of both active adequate parks and open space,including via and passive open space. Additionally,the Plan requires 90 parkland dedication or development fees,in square feet of private open space and 100 square feet of order to meet the City's Park standard. Ensure active or passive open space per unit.The requirements for that new development includes pedestrian and open space in VSA are consistent with the General Plan's multi-modal travel ways to promote a quality requirements.The plan also prioritizes open space as a key living environment.For new development placemaking feature of the development. within park deficient and environmental justice areas,prioritize the creation and dedication of new public parkland over the collection of impact fees. POLICY OS-2.1 Chapter 3 of the Plan outlines the key features of the open Provide a variety of recreation facilities and space layout and site plan.The features are shown in Figure activities to meet the diverse needs of the 3-3 of the plan and described below: community.Consider needs for indoor and The Promenade draws pedestrians from the residential outdoor recreation opportunities,as well as area west of Bear Street,South Plaza Drive,and beyond traditional and trending activities. to create a distinct destination along Sunflower Avenue. Wide sidewalks with extensive planting,lighting,and art weave connections to the amenities and gardens of the Village. The Square is intended to be an intimate hub for public gathering,events,and relaxation from day to night. Various seating areas,water features,and experiential lighting and art are envisioned to activate the Square. This area can be programmed for large events such as outdoor yoga and fitness classes,parties,markets,and outdoor movie nights.Restaurant patios contribute to a lively village vibe. Garden Paseos create a uniquely immersive experience along the edges and entries of the Village.These paseos heighten the sense of botanical bounty in Southern California,further promoting gathering and activity. The Garden Strolls let residents and the public take a break from the bustle of the village square and streetscape.These areas are packed with shade trees and native planting and provide space for recreation as well as immersive seating areas throughout. A Fitness Loop encircles and threads through the site with special markers to provide a continuous fitness path for residents and neighbors. The Recreation Lawn is an area where the community and their pets can gather and relax in a low-water-grass space. Architectural features such as the Grand Stairs connect outdoor open space up to the building,creating a unique area for relaxing,meeting up with friends,or exercising. The Village Santa Ana Specific Plan - August 2025 . � I Plan Consistency POLICY OS-2.6 As outlined in Figure 3-3,the open space plan connects Design and develop parks,greenspace,and residents to one another through private open space trail corridors to support community respite, designations and connects the public to various restaurants, wellness,and the mental health benefits found retail and public open space areas throughout and around in connections to nature. the edge of the plan.With a focus on accessibility,the use of durable materials,features and amenities encourage community gathering for rest,relaxation and play. POLICYOS-2.12 Core principles for open space focus on community Ensure that parks and recreation facilities experience and connectivity.Circulation of the open space incorporate placemaking elements that foster drifts across the site,anchored by an immersive garden social connections and community pride such experience.Additionally,the plaza space is composed of as art,landscaping,murals,and amenities and programmed nodes connected by varying types of pathways facilities that reflect site character and local and seating,as well as public art.The use of programming, needs. such as farmers markets,pop-ups and other events create a sense of place and destination for the community at large. Lighting,features and amenities emphasize key open spaces within the plan and create an inviting and safe place for people. POLICYM-1.2 BALANCED MULTIMODAL Chapter 3 of the Plan contains the mobility network for NETWORK the Project area.Figure 3-16 and Figure3-17 display the Provide a balanced and equitable multimodal pedestrian circulation network and the bicycle circulation circulation network that reflects current and network respectively.The plan accommodates a variety of changing needs. transportation within and to/from the plan area,including automobiles,walking,bikes,and rideshare.The internal pedestrian network provides multiple access points along Bear St.Sunflower Blvd,and S Plaza Dr. Additionally,the plan proposes four new bike lanes through and around the site,including the following: • Proposed Class I bike path along Bear St. Proposed Class IV bike route along Sunflower Ave. The plan will also accommodate increased bike usage by providing three bike parking stations. POLICYM-5.1 ENHANCED STREETDESIGN Landscaped guidelines for parkways,walkways and medians Improve the beauty,character,and function of are outline in Chapter 5 of the Specific Plan.The use of public travel ways with amenities such as landscaped art,materials and texture variety,plants,and greenery parkways and medians,bike lanes,public art, adjacent to and integrated within walkways and bikeways and other amenities. elevates the environment and experience.Chapter 5 encourages the use of landscaping to draw visual interest, increase safety,bring color and shade to walking paths and to improve the urban environment. Appendix B: General Plan Consistency Exhibit B The Final Supplemental Environmental Impact Report (SEIR), Environmental Findings, Statement of Overriding Considerations, and the Mitigation Monitoring and Reporting Program for The Village Santa Ana Specific Plan (SP-6) are available: Online on the City's Project webpage at https://www.santa-ana.org/supplemental- environmental-impact-report-the-village-santa-ana-specific-plan/. Physically at: City of Santa Ana, Planning Division Counter 20 Civic Center Plaza, M-20 Santa Ana, CA 92701 Or Southwest Senior Center 2201 W. McFadden Avenue Santa Ana, CA 92704 Exhibit C The Village Santa Ana Specific Plan (SP-6) and associated appendices are available: Online on the City's Project webpage at https://www.santa-ana.org/specific-plan-the- village-santa-ana/. Physically at: City of Santa Ana, Planning Division Counter 20 Civic Center Plaza, M-20 Santa Ana, CA 92701 Exhibit D �S cj 26-5-10 26-5-10 5 l�O 9 Rl - R GAgR YAV 10 Al Al Al Al Al w Al aRl-PRD a 'Fy 9WY C4 R1-PRD zRl-PRD O MR D R1 Y' Al MOORE AV OPS M1 Al R1-PRD v R1 O OUP RR O O O O WALTONAV A LTON R2-PRD Av R2-P D BLACKHAWK jR. a [aC R2-PRD RED Fo D SD4 S D51 3 MEADOWBROOK RC1 R3 PICASSO REMBRANDT EEREFIE LD RD N F W MACARTHUR BLVD � Q m w )U R �I UNIPER F m m sr wEsr wlND m R1 R1-PRD �lv{ � C2 771 �J ORION w H AV ~ — 'R1-PRD ' R1 - ~ �SD7 7 R1 Q pSI1MME0. URORA " WIND Cq ESTm ST R1 R1 R1 � f11 It C1 CR •�..�..�............... .. •.�• •.�..�..�PIK 1141.1fY�..�..� ' R1 S" Nq N/A Print Date 11/20/24 N/A �]\P ZONING DISTRICTS Al GENERAL AGRICULTURAL CSM SOUTH MAIN STREET COMMERCIAL DIST. R2 TWO-FAMILY RESIDENCE -B PARKING MODIFICATION Cl COMMUNITY COMMERCIAL GC GOVERNMENT CENTER R3 MULTIPLE-FAMILY RESIDENCE -OZ OVERLAYZONE Cl-MD COMMUNITY COMMERCIAL-MUSEUMDIST. M1 LIGHTINDUSTRIAL R4 SUBURBAN APARTMENT PLANNED RESIDENTIAL PRO C2 GENERAL COMMERCIAL M2 HEAVY INDUSTRIAL RE RESIDENTIAL ESTATE DEVELOPMENT C4 PLANNED SHOPPING CENTER O OPENSPACE SO SPECIFIC DEVELOPMENT -HD2 HEIGHT DISTRICT II C5 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECIFIC PLAN CR COMMERCIAL RES IDENTIAL R1 I SINGLE-FAMILY RESIDENCE OZ1 I METRO EAST OVERLAY ZONE Sectional District Map: 35-5-10 City of Santa Ana, Cal if ornia Revised Date:October 7,2025 ORDINANCE NO. NS-XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DEVELOPMENT AGREEMENT NO. 2025-01 FOR THE VILLAGE SANTA ANA SPECIFIC PLAN PROJECT GENERALLY LOCATED AT 1561 W. SUNFLOWER AVENUE, BETWEEN THE CITY OF SANTA ANA AND SOUTH COAST PLAZA, A CALIFORNIA GENERAL PARTNERSHIP 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. Justin McCusker, on behalf of South Coast Plaza, a California general partnership ("Applicant" and "Property Owner"), is seeking approval of various entitlements to facilitate the redevelopment of a 17.2-acre site into a mixed-use urban village ("Project"). B. The project site is located along the southern edge of the City of Santa Ana ("City"), on the northeast corner of West Sunflower Avenue and South Bear Street, transected by South Plaza Drive. The project site includes 11 addresses (1561, 1611, 1621, 1631, 1641, and 1661 W. Sunflower Avenue; 3820, 3840, and 3951 S. Plaza Drive; and 3811 and 3851 S. Bear Street) and seven parcels (412-131-10, 412-131-20, 412-131-21, 412-451-01, 412- 451-02, 412-451-03, and 412-451-04), collectively referred to as 1561 W. Sunflower Avenue ("Project Site"). C. The Project entitlements include Amendment Application (AA) No. 2025-01 to establish The Village Santa Ana Specific Plan (Specific Plan No. 6 (SP- 6)) and to approve a zone change for the Project Site from Specific Development No. 48 (SD-48) to SP-6; Vesting Tentative Tract Map (VTTM) No. 2025-06 (County Map No. 2023-159) to subdivide the Project Site into six buildable lot; and Development Agreement (DA) No. 2025-01 outlining terms and conditions for the Project. D. The Project entails, among other things, (1) demolition of the existing structures on the Project Site and (2) redevelopment of the Project Site into an urban village containing up to 1,583 residential units, 80,000 square feet of commercial/retail space, and 300,000 square feet of office space, including 7.5 acres of publicly accessible open space and on-site parking and landscaping. E. The City of Santa Ana ("City") is authorized, pursuant to Government Code sections 65864 through 65869.5, to enter into development agreements with persons having legal or equitable interests in real property for the Ordinance No. NS-XXX Page 1 of 5 purpose of establishing certainty for both City and owner in the development process. F. Because of the logistics, magnitude of the expenditure and considerable lead time prerequisite to planning and developing the Project, Applicant has proposed to enter into a development agreement concerning the Project (DA No. 2025-01) to provide assurances that the Project can proceed without disruption caused by a change in the City's planning policies and requirements except as provided in the DA No. 2025-01, which assurance will thereby reduce the actual or perceived risk of planning for and proceeding with development of the Project. G. On August 11, 2025, the Planning Commission of the City of Santa Ana held a duly-noticed public hearing on the proposed Project and recommended that the City Council approve an ordinance approving DA No. 2025-01. H. Entering into this DA No. 2025-01 would provide the City with extraordinary and significant benefits that are of regional significance, relate to existing deficiencies in public facilities, require the Property Owners to contribute a greater percentage of benefits than would otherwise be required, and represent benefits which would not otherwise be required as part of the development process. I. The Project and the use that the Applicant propose in connection with the Project have been extensively reviewed and considered by the City Council, and such proposed development and use have been found to accommodate the City's recommendations and suggestions in order to protect the public's interest to enhance the desirability of such proposed development and use. The terms and conditions of this DA No. 2025-01 are fair,just and reasonable, and the City Council has concluded that the pursuit of the Project will serve the interests of the City. J. Based on the entire record before the City Council and all written and oral evidence presented, the City Council finds DA No. 2025-01 in the public's interest and results in substantial community benefits because it meets and facilitates the fulfillment of many of the City's adopted General Plan "Issues, Goals and Policies" for each individual element, as further documented in the Ordinance of the City Council approving AA No. 2025-01 to establish The Village Santa Ana Specific Plan (SP-6) and approving the zone change from SD-48 to SP-6. Section 2. The City prepared a Draft Supplemental Environmental Impact Report (Draft SEIR)that analyzed the Project's environmental impacts in accordance with the California Environmental Quality Act (Public Resources Code, §§ 21000 et seq., CEQA), the regulations promulgated thereunder (14 Cal. Code of Regulations, §§ 15000 et seq., the CEQA Guidelines), and the City's Local CEQA Guidelines. The Draft SEIR was made available for public review for 52 days between April 17, 2025 and June 9, 2025. The document was made available online at the City of Santa Ana website and available for review at City Hall and the Southwest Senior Center in hard copy form. In Ordinance No. NS-XXX Page 2 of 5 response to comments received on the Draft SEIR, the City prepared a Final SEIR and released it to the public on August 4, 2025. The Final SEIR in the City Council Resolution approving the Final SEIR is incorporated herein by reference. The City Council Resolution recommends certification of the Final SEIR (SCH No. 2020029087), adoption of findings under CEQA, and adoption of the Mitigation Monitoring and Reporting Program and the Statement of Overriding Considerations, and among other things, properly assesses the environmental impact of the Project in accordance with CEQA. The Resolution incorporates by reference the environmental findings and analysis set forth in the Resolution for the Final SEIR (SCH No. 2020029087) as if fully set forth herein. Section 3. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves DA No. 2025-01, a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by this reference, and authorizes the City Manager and City Clerk to execute it on behalf of the City with such non-substantive changes as may be authorized by the City Manager and City Attorney. The City Clerk is hereby authorized and directed to cause DA No. 2025-01 to be recorded with the County Recorder's Office. Section 4. This Ordinance shall not be effective unless and until the City Council Resolution for Final SEIR No. 2025-01 (SCH No. 2020029087), the City Council Resolution for VTTM No. 2025-06, the City Council Ordinance for AA No. 2025-01, and the City Council Resolution to Overrule the Orange County/John Wayne Airport Land Use Commission's determination of inconsistency are adopted and become effective. If said resolutions and ordinance are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise do not go into effect for any reason, then this Ordinance shall be null and void and have no further force and effect. Section 5. This Ordinance shall not be effective unless and until the City receives a fully executed copy of DA No. 2025-01. If the fully executed copy of the DA No. 2025-01 is not received by the City Clerk within 30 days of the approval of this Ordinance by the City Council, then this Ordinance shall be null and void and have no further force and effect. Section 6. The documents and materials associated with this Ordinance that constitute the record of proceedings on which these findings are based are located at Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, CA 92701. The City Clerk is the custodian of records for the record of proceedings. Section 7. Pursuant to Government Code Section 66020, the Applicant may protest the imposition of fees, dedications, reservations, or other exactions imposed on this development project by taking the necessary steps and following the procedures established by sections 66020 through 66022 of the California Government Code. Section 8. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other Ordinance No. NS-XXX Page 3 of 5 procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the Project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 8. If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this Ordinance and each section, subsection, sentence, clause, phrase, or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. Section 9. This Ordinance shall be effective thirty days after its adoption provided the conditions precedent set forth above have been satisfied. The City Clerk shall certify the adoption of this Ordinance and shall cause the same to be posted as required by law. Pursuant to Government Code Section 65868.5, within 10 days following the entering into of the Development Agreement, as evidenced by full execution thereof, the City Clerk shall record with the Orange County Recorder a copy of the Development Agreement. ADOPTED this day of , 2025. Valerie Amezcua Mayor Ordinance No. NS-XXX Page 4 of 5 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney B (y: ao Melissa M. Crosthwaite Senior Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSENT: Councilmembers: ABSTENTIONS: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Jennifer L. Hall, City Clerk, do hereby attest to and certify the attached Ordinance No. NS-XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on 12025. Date: Jennifer L. Hall City Clerk City of Santa Ana Ordinance No. NS-XXX Page 5 of 5 Exhibit A RECORDED AT REQUEST OF: ) AND WHEN RECORDED RETURN TO: ) City of Santa Ana ) 20 Civic Center Plaza(M-30) ) Santa Ana, CA 92702 ) Attention: Clerk of the Council ) Exempt from filing fees pursuant to Government Code §27383 DEVELOPMENT AGREEMENT NO. 2025-01 A DEVELOPMENT AGREEMENT BETWEEN CITY OF SANTA ANA and SOUTH COAST PLAZA DEVELOPMENT AGREEMENT NO. 2025-01 This Development Agreement("Agreement") is entered into as of this M day of 2025 by and between the City of Santa Ana, California("City") on the one hand, and South Coast Plaza, a California general partnership ("Owner"or"SCP"), on the other hand. City and Owner may be referred to in this Agreement individually as a"party" or collective as the"parties." RECITALS A. City is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property,pursuant to Section 65864, et sue. of the Government Code. B. This Agreement constitutes a current exercise of City's police powers to provide predictability to SCP in the development approval process by vesting the permitted uses, density, intensity of use, timing and phasing of development, and applicable ordinances consistent with the Development Plan in exchange for SCP's commitment to provide significant public benefits to City as set forth in Section 4 below. C. SCP has requested that City enter into this Agreement and proceedings have been taken in accordance with applicable State law and the rules and regulations of the City in furtherance thereof. D. The best interests of the citizens of the City of Santa Ana and the public health, safety and welfare will be served by entering into this Agreement. E. The City Council hereby finds and determines that this Agreement is of major significance because it will provide significant economic benefit to the City through additional jobs created by the construction and operation of the Project,property and sales tax revenue to the City, infrastructure improvements,neighborhood revitalization, and general economic benefit. F. The provision by SCP of the public benefits as set forth in Section 4 below allows the City to realize significant economic,recreational, open space, educational, social, and other public benefits to City. These public benefits will advance the interests and meet the needs of Santa Ana residents and visitors to a significantly greater extent than would development of the Property without this Agreement. G. The physical effects,if any, of the Project and this Agreement have been analyzed pursuant to the California Environmental Quality Act as amended to date and as documented in the Final Environmental Impact Report entitled"Village Santa Ana Specific Plan Final Supplemental Environmental Impact Report(State Clearinghouse No. XXXXX) and City of Santa Ana DP No. ("Project FEIR"). H. This Agreement and the Project are consistent with the Santa Ana General Plan. L All actions taken and approvals given by City have been duly taken or approved in accordance with all applicable legal requirements for notice,public hearings, findings,votes, and other procedural matters. J. Development of the Property in accordance with this Agreement will provide substantial benefits to City, as set forth in Section 4 below, and as stated Sections 1.4 and Appendix B of the Specific Plan and will further important policies and goals of City. K. This Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property,provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Section 65864, et u. of the Government Code are intended. L. On July 15,2025 ,the City Council held a public hearing and authorized the City's Planning Division to draft findings and issue a determination overruling the County of Orange Airport Land Use Commission's Determination of Inconsistency associated with the Project and to provide notice of same in accordance with Section 21676(b) of the Public Utilities Code to the County of Orange Airport Land Use Commission and the State of California Department of Transportation's Division of Aeronautics. M. On August 11,2025, City's Planning Commission held a public hearing on this Agreement, made findings and determinations with respect to this Agreement, and recommended to the City Council that the City Council approve this Agreement. N. On September 16, 2025,the City Council held a public hearing introducing this Agreement and considered the Planning Commission's recommendations and the testimony and information submitted by City staff, SCP, and members of the public. On DATE consistent with applicable provisions of State law and the rules and regulations of the City,the City Council adopted Ordinance No. NS- finding this Agreement consistent with the City's General Plan and approving and adopting this Agreement. COVENANTS NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, City and Owner hereby agree as follows: 1. DEFINITIONS AND EXHIBITS. 1.1. Definitions. The following terms when used in this Agreement(including in the recitals above) shall be defined as follows: 1.1.1. "Assigned Rights"has the meaning set forth in Section 2.5.1 hereof. 1.1.2. "Assignment and Assumption Agreement"has the meaning set forth in Section 2.5.1 hereof. 1.1.3. "Assumed Obligations"has the meaning set forth in Section 2.5.1 hereof. 1.1.4. "Agreement"means this Development Agreement. 1.1.5. "City"means the City of Santa Ana, a charter city and California municipal corporation. 1.1.6. "City Attorney"means the City of Santa Ana City Attorney. 1.1.7. "City Council"means the duly elected city council of the City of Santa Ana. 1.1.8. "Development"means the improvement of the Property for the purposes of completing the structures, improvements, and facilities comprising the Project including, but not limited to: grading; construction of infrastructure and other public facilities; construction of buildings and structures; installation of landscaping consistent with this Agreement. "Development"does not include the maintenance,repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof. 1.1.9. "Development Impact Fee"means a monetary exaction other than a tax or special assessment, whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis,that is charged by a local agency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development project,but does not include fees for processing applications for governmental regulatory actions or approvals. 1.1.10."Development Plan"means the plan for development of the Property pursuant to the Project Approvals as set forth in Exhibit"C." 1.1.11."Development Project Review Approvals"refers to the administrative review of all projects meeting the requirements of Division 3 of Article V of Chapter 41 (Zoning) of the Santa Ana Municipal Code as may be required by the Project Approvals. 1.1.12."Discretionary Action"or"Discretionary Approval"means an action that requires the exercise of judgment, deliberation, or discretion on the part of the City,including any board, agency, commission, or department and any officer or employee thereof, in the process of approving or disapproving Development of the Project, as distinguished from an activity that is defined herein as a Ministerial Permit or Ministerial Approval(i.e.,Development Project Review Approvals). 1.1.13. "Effective Date"means the date the ordinance approving and authorizing this Agreement becomes effective. 1.1.14."Executive Director"has the meaning set forth in Section 2.5.1 hereof. 1.1.15."Existing Land Use Regulations"means the Land Use Regulations that are in effect on the Effective Date,pursuant to California Government Code Section 65866. 1.1.16. "Existing Project Approvals"means all Project Approvals approved or issued on or before the Effective Date. 1.1.17."Future Project Approvals"means Project Approvals for the Project that are adopted, approved, or issued after the Effective Date. 1.1.18."Land Use Regulations"means all ordinances, laws, resolutions, codes,rules, regulations,policies,requirements, guidelines, or other actions of City, including but not limited to the provisions set forth in the City's General Plan, Municipal Code, that affect, govern, or apply to the Development of the Project and use of the Property in a manner consistent with this Agreement, including, without limitation,the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings,the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the Development of the Property, subject to the terms of this Agreement,whether adopted by the City Council or the voters in an initiative. "Land Use Regulations"does not include any City ordinance,resolution, code, rule,regulation or official policy, governing: (a) the conduct of businesses,professions, and occupations; (b) taxes (special or general) and assessments; (c) the control and abatement of nuisances; (d) the granting of encroachment permits and the conveyance of rights and interests that provide for the use or the entry upon public property; (e) the exercise of the power of eminent domain. 1.1.19."Owner"means the persons and entities listed as Owner on page 1 of this Agreement and their successors in interest to all or any part of the Property. 1.1.20."Ministerial Approval,"or"Ministerial Act"means the nondiscretionary permits, plans, inspections, certificates, documents and licenses required to be taken, issued, or approved by the City in order for Owner to develop the Project,including,without limitation,building permits, grading permits, Development Project Review Approvals, and other similar permits and approvals. Any approval or act that is not a Discretionary Approval is a Ministerial Approval. 1.1.21."Mortgagee"means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns. 1.1.22."Project"means the development of the Property, as more specifically described in Exhibit"A"and shown on Exhibit`B,"pursuant to the Project Approvals and the Development Plan, as such Development Plan may be further defined, enhanced, or modified pursuant to the provisions of this Agreement. 1.1.23."Project Open Space"means the approximately 7.5 acres of publicly accessible open-space areas, as defined in the Specific Plan, to be maintained by Owner. 1.1.24."Project Phase" shall mean a portion of the development of the Property as contemplated by the Project Approvals. To avoid confusion, a"Project Phase"may include one or more Development phases and shall not be limited to any single Specific Plan Phase and may consist of a portion of a Specific Plan Phase. 1.1.25."Project Approvals"means all site-specific (meaning specifically applicable to the Project only and not generally applicable to some or all other properties within the City) plans,maps,permits, entitlements, approvals(including Development Project Review Approvals), and entitlements of every kind and nature that are sought or agreed to in writing by Owner in its sole and absolute discretion for Development of the Project and that are approved by the City. Project Approvals include,but are not limited to, general plan amendments, specific plan approvals or amendments, site plans, development project review approvals,tentative and final subdivision maps, design guidelines,variances,zoning designations, conditional use permits, grading,building, and other similar permits, the site-specific provisions of general plans, environmental assessments, including environmental impact reports and negative declarations. A list of the Project Approvals is set forth in Exhibit"C." 1.1.26."Property"means the real property described in Exhibit"A"and shown in Exhibit`B"to this Agreement. The Property is approximately 17.2 gross acres in size and is occupied by the South Coast Plaza Village commercial development as of the Effective Date. It is composed of seven parcels,Assessor Parcel Numbers (APNs): 412-131-10, 412-131-20, 412- 131-21,412-451-01,412-451-02, 412-451-03, and 412-451-04. 1.1.27."Public Benefit"refers to those benefits provided to the City and the community by Owner pursuant to Section 4 below. 1.1.28."Reservation of Rights"means the rights and authority excepted from the assurances and rights provided to Owner under this Agreement and reserved to City under Section 3.3 of this Agreement. 1.1.29."Specific Plan Phase"means any one of the five phases as shown on Figure 6-1 (Conceptual Phasing Plan)of the Village Santa Ana Specific Plan. 1.1.30."Term"has the meaning ascribed thereto in Section 2.4.1 below. 1.2. Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: Exhibit"A"—Legal Description of the Property Exhibit`B"—Map showing Property and its location Exhibit"C"—Development Plan and list of Project Approvals 2. GENERAL PROVISIONS. 2.1. Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out in accordance with the terms of the Development Plan,the Project Approvals, and this Agreement. This Agreement shall be recorded against the Property. 2.2. Ownership of Property. Owner represents and covenants that it is the Owner of the fee simple title to, or has an equitable interest in, the Property or a portion thereof. 2.3. City Council Findings. The City Council finds that: 2.3.1. This Agreement is consistent with the City's General Plan. 2.3.2. This Agreement ensures a desirable and functional community environment, provides effective and efficient development of public facilities, infrastructure, and services appropriate for the development of the Project, and enhances effective utilization of resources within the City. 2.3.3. This Agreement provides public benefits beyond those that are necessary to mitigate the development of the Project, as set forth in Section 4 below. 2.3.4. This Agreement strengthens the public planning process, encourages private participation in comprehensive planning, and reduces costs of development and government. 2.3.5. The best interests of the citizens of the City and the public health, safety, and welfare will be served by entering into this Agreement. 2.4. Term. 2.4.1. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of twenty(20)years thereafter(the "Initial Term"),unless modified or extended pursuant to the provisions of this Agreement. Together, the Initial Term and any extension under this Agreement shall constitute the"Term."The Term,including all possible extensions, shall not exceed twenty-five-years unless this Agreement is amended to allow further extensions. Owner shall execute this Agreement which shall be recorded against the Property no later than ten(10) days following Owner's receipt of the fully-executed,recordable Agreement from the City. (a) It is anticipated that Parties will sign the Development Agreement upon approval of the Agreement by the City Council. Owner shall cause this Agreement to be timely recorded against the Property no later than ten(10)days following Owner's receipt of the fully- executed,recordable Agreement from the City. (b) Failure of Owner to record this Agreement against the Property within ten(10) days following the receipt of the fully-executed,recordable Agreement from the City shall constitute an event of default by Owner under this Agreement. 2.4.2. The Initial Term of this Agreement shall be automatically extended by up to five (5)years if Owner achieves the following milestones: construction has commenced on: (i)no less than 50,000 square feet of commercial/retail floor area; and(ii) 360 residential dwelling units. 2.4.3. If Owner fails to satisfy the prerequisites to securing the automatic extension,the City Council may nonetheless elect,in its sole discretion,to grant one or more extensions if Owner provides the City with a plan that includes a Development timeline and specific Development milestones. 2.4.4. When the Term ends, Owner shall have no vested right under this Agreement, regardless of whether or not Owner has paid City any Development Impact Fee. 2.4.5. If any party other than Owner initiates litigation that challenges the Project, this Agreement(and/or the ordinance approving this Agreement), or any of the Existing Project Approvals,the Owner will have the right to toll commencement of the Term, except for the duty to record this Agreement within ten(10) days of receipt of the fully-executed,recordable Agreement from the City, and any obligations of Owner under this Agreement during the period of such litigation. The tolling shall commence upon receipt by the City of written notice from Owner invoking this right to tolling. The tolling shall terminate when the action,including any appeal, is finally resolved,whether by entry of a final,non-appealable judgment that upholds the Project and the Existing Project Approvals or voluntary or involuntary dismissal of the entire action(and the passage of time required to appeal an involuntary dismissal)by the moving party. Owner shall similarly have the right to toll commencement of the Term, except for the duty to record this Agreement within ten (10) days of receipt of the fully-executed, recordable Agreement from the City, and any obligations of Owner under the Agreement in the event a referendum petition challenging the Project,the ordinance approving this Agreement, or any of the Project Approvals is submitted to the City Clerk. The tolling shall terminate if and when: (1) the City Clerk determines the referendum petition did not receive sufficient signatures to qualify for the ballot; or(2)the election results of the referendum uphold the Project and the Existing Project Approvals and are certified by the City Council. This Agreement shall be null and of no further force and effect in the event that the City Council rescinds the challenged action. 2.5. Assigningnt. 2.5.1. Right to Sell, Transfer, or Assign. Owner shall have the right, from time to time, to sell,transfer, or assign the Property in whole or in part(provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410, et seq.)to any person, partnership,joint venture, firm, limited liability company, or corporation and, in connection therewith,to assign its rights under this Agreement, in whole or in part, to said person, partnership,joint venture,firm, limited liability company(collectively,the"Assigned Rights") at any time during the term of this Agreement;provided,however,that any such sale,transfer, or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement that pertain to the Project Phase[s] that is the subject of such transfer, and be made in compliance with the following conditions precedent: (a) No sale,transfer, or assignment of any right or interest under this Agreement(in whole or in part) shall be made unless made together with the transfer of all or a part of the Property,to which such rights or interests apply. (b) In connection with any such assignment of an Owner's rights and obligations under this Agreement(in whole or in part), Owner shall notify City in writing at least sixty(60 days)in advance of any sale,transfer or assignment and shall provide City with a draft assignment and assumption agreement("Assignment and Assumption Agreement"), in a form reasonably satisfactory to City,to be entered into by Owner, such assignee, and the City,pursuant to the terms of which such assignee shall expressly and unconditionally assume those duties, obligations, agreements, covenants, and waivers of Owner under this Agreement that are applicable to the Project Phase that is the subject of the portion of the Property, as applicable, being transferred,including,without limitation,the covenants not to sue and waivers contained in Sections 7.3.1 and 9.5.1 hereof(collectively,the"Assumed Obligations"). Notwithstanding the failure of any assignee to execute the Assignment and Assumption Agreement, as required by Section 2.5.1(b) above,the burdens of this Agreement(as they relate to the Project Phase that is the subject of the Property being transferred) shall be binding upon such transferee,but the benefits of this Agreement shall not inure to such transferee unless the Assignment and Assumption Agreement is executed. (c) The Executive Director for the Planning and Building Agency (the "Executive Director") shall have the administrative authority to approve of the Assignment and Assumption Agreement and to determine whether Owner has complied with the above conditions,which approval and determination shall not be unreasonably withheld or conditioned. The Executive Director shall use best efforts to approve of the Assignment and Assumption Agreement and to determine whether the Owner has complied with the above conditions within five (5)business days following receipt of Owner's written request. The Executive Director's failure to approve or disapprove the foregoing within thirty(30) days following the Executive Directors receipt of Owner's written request shall constitute City's approval of the same. 2.5.2. No Release of Transferring Owner. Notwithstanding any sale,transfer or assignment as provided in any Assignment and Assumption Agreement delivered in accordance with the provisions of Section 2.5.1 above, a transferring Owner shall continue to be obligated to comply with all of the terms and conditions set forth in this Agreement(and such transferring Owner shall not be released from any of such obligations)with respect to the transferred Property, or any transferred portion thereof, as applicable, and following any such transfer the transferring Owner and the transferee under the Assignment and Assumption Agreement shall be jointly and severally liable with respect to all of the obligations assumed by such transferee under such Assignment and Assumption Agreement. 2.6. Administrative Changes and Modifications. 2.6.1. Owner and City acknowledge that further planning and development of the Project may demonstrate that refinements and changes are appropriate with respect to the details and performance of the parties under this Agreement. The parties desire to retain a certain degree of flexibility with respect to the details of the Project development and with respect to those items covered in general terms under this Agreement, the Project Approvals,the Existing Land Use Regulations, and, once issued, any Future Project Approvals. 2.6.2. If and when the parties find that"Substantially Conforming Changes,"as herein defined, are necessary, desirable or appropriate, they may,unless otherwise required by law, effectuate such changes or adjustments through an administrative operating memorandum that is executed by Owner and the Executive Director of the City's Planning and Building Agency or the Director's designee. As used herein, a"Substantially Conforming Change"is a minor change,modification, or adjustment that is deemed to be in substantial conformance with the Development Plan at the City's sole and absolute discretion. The following are excluded from the definition of"Substantially Conforming Changes": (1) changes to the In-Lieu Fee; and(2) changes to the Project Open Space. A Substantially Conforming Change is not considered an amendment to this Agreement or to Development Plan and so does not require prior notice or hearing by the Planning Commission or City Council. 2.7. Amendment or Cancellation of Agreement. Except for Substantially Conforming Changes as defined by Section 2.6.2 above,this Agreement may be amended or modified from time to time only with the written consent of Owner and the City or their successors and assigns, and only upon approval of an amendment by the City Council after a public hearing in accordance with Government Code Section 65868. This provision shall not limit any remedy of City or Owner as provided by this Agreement. 2.8. Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events: 2.8.1. Expiration of the stated Term of this Agreement as set forth in Section 2.4, including any extension(s). 2.8.2. Entry of a final judgment by a court of competent jurisdiction setting aside, voiding, or annulling the adoption of the ordinance approving this Agreement and/or any Project Approvals as set forth in Exhibit C. 2.8.3. The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement and/or any Project Approvals. In the event a referendum petition challenging the ordinance approving this Agreement and/or any Project Approvals is submitted to the City Clerk, Owner shall deposit with the City Ten Thousand Dollars ($10,000) ("Petition Deposit")to cover the actual cost incurred by the City examining the petition and verifying signatures. Should the referendum qualify for the ballot, Owner may request, at or prior to the Council meeting at which the Council will take up the referendum issue,that the City Council repeal the ordinance and/or any Project Approvals rather than submitting it to the voters. If Owner does not request that the City Council repeal the ordinance and/or any Project Approvals and the City Council submits the referendum to the voters, Owner shall deposit Fifty Thousand Dollars ($50,000) ("Referendum Deposit")with the City. City may use the Referendum Deposit to pay any and all costs associated with the said referendum measure (e.g.,legal fees for outside counsel). Any funds remaining in the Petition Deposit may be put toward the Referendum Deposit at the Owner's request. If at any time the Referendum Deposit account has Five Thousand Dollars ($5,000) or less remaining, Owner shall, within three(3)business days of receiving notice from the City, deposit with the City Twenty-Five Thousand Dollars ($25,000) as requested by the City to cover necessary costs and expenses associated with the referendum and holding the related election. Following certification of the election results, any funds remaining in the Petition Deposit or the Referendum Deposit account shall be returned to the Owner within thirty (30) days of certification of the election results. In the event Owner requests that the City Council repeal the ordinance and the City Council nonetheless determines to submit the ordinance to the voters, Owner shall have no financial responsibility for the costs associated with holding the election, including any obligation to make a Referendum Deposit. 2.8.4. Completion of the Project in accordance with the terms of this Agreement,which is hereby defined to be: (i) issuance by the City of all required occupancy permits and final approvals for occupancy for the Project's 1,583 multi-family residential units, 80,000 square feet of commercial uses, and 300,000 square feet of office space. (ii) acceptance by City or applicable public agency of all required dedications in connection with same; and(iii)written notification by City to Owner that the Project is complete. 2.8.5. Termination of the Agreement as provided under this Agreement, including but not limited to Section 7.4 herein, shall not constitute termination of any other Project Approvals. Upon the termination of this Agreement,no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement that has occurred prior to such termination or with respect to any obligations that are specifically set forth as surviving this Agreement. Upon such termination, any Development Impact Fees paid by Owner to City on which construction has not yet begun shall be refunded to Owner by City. 2.9. Notices. 2.9.1. As used in this Agreement, "notice"includes,but is not limited to,the communication of notice,request, demand, approval, statement,report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 2.9.2. All notices shall be in writing and shall be considered given either: (i)when delivered in person to the recipient named below; or(ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below. All notices shall be addressed as follows: If to City: City Clerk 20 Civic Center Plaza, 8t"Floor PO Box 1988 M-30 Santa Ana, Ca 82702 Copies to: City Manager City Attorney Executive Director of Planning and Building Agency If to Owner: Justin McCusker C.J. Segerstrom and Sons 3315 Fairview Road Costa Mesa, CA 92626 McCuskerJ@southcoastplaza.com Copies to: Spencer Kallick Allen, Matkins, Leck, Gamble, Mallory, &Natsis, LLP 1901 Avenue of the Stars Suite 1800 Los Angeles, CA 90067 skallick@allenmatkins.com 2.9.3. Either party may, by written notice given at any time,require subsequent notices to be given to another person or entity,whether a party or an officer or representative of a party, or to a different address, or both.Notices given before actual receipt of notice of change shall not be invalidated by the change. 3. DEVELOPMENT OF THE PROPERTY. 3.1. Rights to Develop. Subject to the terms of this Agreement, including the Reservation of Rights in Section 3.3 below, Owner shall have a vested right to develop the Property in accordance with, and to the extent of, this Agreement, and the Project Approvals, and the Development Plan for the duration of the Term. Owner may proceed with demolition permits prior to pulling building permits provided Owner has provided proof of financing for that portion of the Project that demolition permits are being sought for. From the commencement of demolition until issuance of the Certificate of Occupancy, Owner shall ensure that the Property is secured and that all construction walls are maintained in a good condition and repair with no graffiti. 3.1.1. Except as expressly provided otherwise herein,the Project shall remain subject to all Existing Land Use Regulations and Project Approvals for the Term. Except as otherwise provided in this Agreement, and notwithstanding the authority of the City to further revise the Land Use Regulations pursuant to Government Code Section 65866,the permitted uses of the Property,the density and intensity of use,the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Existing Land Use Regulations and Project Approvals. 3.1.2. In accordance with Government Code Section 66452.6(a), any subdivision map approved which relates to all or a portion of the Property shall be extended for the greater of(1) the Term of this Agreement or(ii) expiration of the tentative map pursuant to Section 66452.6. 3.1.3. Owner shall comply with all mitigation measures required to be undertaken pursuant to any document prepared in compliance with the California Environmental Quality Act with respect to the Project. 3.1.4. Notwithstanding Section 3.1.1 above, Owner acknowledges and agrees that the Project requires additional Project Approvals (the Future Project Approvals identified in Section 1.1.17). These Future Project Approvals shall be consistent with the Existing Project Approvals and this Agreement as to the permitted uses of the Property, the density and intensity of use,the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes; however,the Future Project Approvals may include additional conditions that are lawful and appropriate to the type of Project Approval. 3.2. Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement, including the Reservation of Rights in Section 3.3 below,the rules, regulations and official policies governing, inter alia,permitted uses and Development of the Property,the density and intensity of use and of the Property,the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property, shall be the Existing Land Use Regulations and Project Approvals. In connection with any subsequent Project Approvals and except as specifically provided otherwise herein, City may exercise its discretion as set forth in Section 3.3.2. 3.2.1. City shall reasonably strive to complete: (a) its initial review of individual development projects within 30 days after the application is deemed complete, (b) any second plan review within 15 days after submission, and (c) any third plan review within 10 days after submission. 3.2.2. Notwithstanding the foregoing,the City does not guarantee that the timelines above will be met, and failure to meet these timelines does not constitute a default. 3.2.3. To help ensure expedited review of its development approvals, Owner may elect to pay for City to use a contract planner. City agrees to retain a contract planner to expedite review, if Owner so elects. 3.3. Reservation of Rights. 3.3.1. Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following are not Existing Land Use Regulations,but shall apply to the development of the Property as they are in effect at the time of application for Development Project Review Approvals,provided such regulations and/or fees (as applicable) are not designed in a manner such that they are applicable only,to the Project and/or Property: (a) Processing fees and charges of every kind and nature imposed by City to cover the actual costs to City of processing applications for Project Approvals or for monitoring compliance with any Project Approvals granted or issued. (b) Procedural regulations relating to hearing bodies,petitions, applications, notices, findings,records,hearings,reports,recommendations, appeals and any other matter of procedure,provided that such procedural regulations do not conflict with the Project Approvals. (c) Regulations,policies, and rules governing engineering and construction standards and specifications applicable to public and private improvements, including,without limitation, all uniform codes adopted by the City and any local amendments to those codes adopted by the City, including,without limitation,the City's Building Code,Plumbing Code, Mechanical Code, Electrical Code, and Grading Ordinance. (d) Regulations that are in material conflict with this Agreement but that are reasonably necessary to protect the residents of the Project or the immediate community from a condition perilous to their health or safety. To the maximum extent possible, any such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided under this Agreement. (e) Regulations that are not in material conflict with this Agreement or the Development Plan. For avoidance of doubt, any regulation,whether adopted by initiative or otherwise, limiting the rate or timing of development of the Property shall be deemed to materially conflict with the Development Plan and shall therefore not be applicable to the development of the Property. (f) Regulations that are in material conflict with the Development Plan; provided Owner has given written consent to the application of such regulations to Development of the Property. (g) Regulations that impose, levy, alter or amend fees, or charges relating to consumers or end users,including,without limitation,trash can placement, service charges and limitations on vehicle parking. (h) Regulations of other public agencies, including Development Impact Fees adopted or imposed by such other public agencies, although collected by City. 3.3.2. Subsequent Project Approvals. This Agreement shall not prevent City from exercising its rights under Government Code Section 65866 when acting on subsequent Project Approvals provided that such City actions do not materially conflict with this Agreement, the Development Plan,the Existing Land Use Regulations, and/or the Project Approvals. 3.3.3. Modification or Suspension by State or Federal Law. In the event that State, County or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations;provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. 3.3.4. Intent. The parties acknowledge and agree that City is restricted in its authority to limit certain aspects of its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to City all of its police power that cannot be or are not expressly so limited. This Agreement shall be construed, contrary to its stated terms if necessary,to reserve to City all such power and authority that cannot be or is not by this Agreement's express terms so restricted. 3.4. Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of City may possess authority to regulate aspects of the development of the Property separately from or jointly with City and this Agreement does not limit the authority of such other public agencies. 3.5. Timing of Development. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal. 3d 465 (1984),that the failure of the parties in that case to provide for the timing of development resulted in a later-adopted initiative restricting the timing of development to prevail over the parties' agreement, it is the specific intent of the parties to provide for the timing of the Project in this Agreement. To do so,the parties acknowledge and provide that Owner shall have the right,but not the obligation,to complete the Project in such order, at such rate, at such times, and in as many development phases and sub-phases as Owner deems appropriate in its sole subjective business judgment, except for the following: 3.5.1. No building permits for residential units shall be issued in excess of 360 residential units unless and until Owner obtains building permits for at least 50,000 square feet of commercial development. Owner may construct commercial square footage beyond 50,000 square feet if and when such additional commercial development is supported by market conditions, as determined by Owner in its sole discretion. Owner understands that commercial development is a priority to the City and agrees to exercise its discretion in good faith. 3.6. Moratoria. Except as specifically set forth in this section, City agrees that to the extent permitted by law,no moratorium or other similar limitation(whether relating to the rate,timing, or sequencing of the development of the Project or any part thereof and whether or not enacted by local initiative or otherwise) affecting subdivision maps, grading or building permits, occupancy certificates, or other entitlements approved, issued, or granted within the City, after the Effective Date of this Agreement, shall apply to the Project. Owner acknowledges and agrees that the provisions hereof shall not preclude the application to the Project of a moratorium or other similar limitation(of the type described in the preceding sentence) enacted in order to protect an imminent threat to the public health or safety. 3.7. Development Agreement/Project Approvals. In the event of any inconsistency between any Existing Land Use Regulation and a Project Approval,the provisions of the Project Approval shall control. In the event of any inconsistency between any Existing Land Use Regulation or Project Approval and this Agreement,the provisions of this Agreement shall control. 4. PUBLIC AND COMMUNITY SAFETY BENEFITS. 4.1. Public Benefits. The Project is expected to bring significant fiscal benefits to the City. The Project will also serve to implement the City's General Plan vision for the Property,which has long been designated as a District Center where intense mixed-use development is encouraged. In addition, Owner has committed by this Agreement to contribute the public and community safety benefits, as provided below. 4.2. Community Benefits. 4.2.1. Project Community Benefit Package. The Project will provide significant economic benefit to the City through additional jobs created by the construction and operation of the Project,property and sales tax revenue to the City, infrastructure improvements, neighborhood revitalization, and general economic benefit. In addition, Owner has agreed to provide the City with a Nine Million Three Hundred Thousand dollar($9,300,000)payment ("Community Benefit Payment"),which Community Benefit Payment shall be allocated at the City's sole discretion. The Community Benefit Payment shall be paid to City by Owner pursuant to the following schedule: (1) Two Million Five Hundred Thousand dollars ($2,500,000)prior to or concurrent with the issuance of the first demolition permit in furtherance of the Project's first Specific Plan Phase ("Community Benefit Payment No. 1"); (2) Three Million Six Hundred Thousand dollars ($3,600,000) concurrent with the issuance of the first building permit in furtherance of the Project's second Specific Plan Phase("Community Benefit Payment No. 2"); (3) One Million Three Hundred Thousand dollars ($1,300,000) concurrent with the issuance of the first building permit in furtherance of the Project's third Specific Plan Phase("Community Benefit Payment No. 3"); and(4) One Million Nine Hundred Thousand dollars ($1,900,000) concurrent with the issuance of the first building permit in furtherance of the Project's fourth Specific Plan Phase ("Community Benefit Payment No. 4"). If the City has not received Community Benefit Payment No. 2 on or before the date that is 36 months and one day from the issuance of the Certificate of Occupancy for the first Specific Plan Phase,then Community Benefit Payment No. 2 shall accrue simple interest at a rate of five percent(5%)per annum until such time as it is paid to the City. If the City has not received Community Benefit Payment No. 3 on or before the date that is 36 months and one day from the issuance of the Certificate of Occupancy for the second Specific Plan Phase, then Community Benefit No. 3 shall accrue simple interest at a rate of five percent(5%)per annum until such time as it is paid to the City. If the City has not received Community Benefit Payment No. 4 on or before the date that is 36 months and one date from the issuance of the Certificate of Occupancy for the third Specific Plan Phase,then Community Benefit No. 4 shall accrue simple interest at a rate of five percent (5%)per annum until such time as it is paid to the City. Developer may commence construction of the Specific Plan Phases in any order.Notwithstanding the Specific Plan Phase order, Community Benefit Payment No. 1 shall be paid prior to or concurrent with the issuance of the first demolition permit in furtherance of any Specific Plan Phase. 4.2.2. Project Open Space. In accordance with the Specific Plan, Owner shall construct, own, and maintain the Project Open Space. (a) Owner shall design the Project Open Space to promote biodiversity, extend thermal comfort, and to promote biophilic design,health, and wellness. (b) Owner shall provide a total minimum of two (2)free on-site events per year for the general public(e.g., concerts or farmers markets) including programming on sustainability and wellness, subject to Force Majeure events, as follows: a minimum of two (2) free events per year shall be provided commencing one year after the completion of Specific Plan Phase One asset forth in section 6.3.10 of the Specific Plan. Owner's obligation under this Section shall terminate after 25 years after the commencement of the first free on-site event or upon termination of this Agreement whichever occurs later. (c) Owner shall record one or more open space easements against the Property for the benefit of the City concurrent with the recordation of the subdivision maps that implement a given Project Phase or Development phase, as contemplated by the Project Approvals. (d) City shall provide Owner a credit against its park and open space fee obligations (e.g.,Park Acquisition and Development Fee) for the hard and soft cost of all land, improvements, construction, operation, and maintenance associated with the Project Open Space. In the event the Project Open Space is less than 7.5 acres, Owner must satisfy any required park and recreation fees or other obligations (including those specified in Chapter 35,Article IV of the Santa Ana Municipal Code) for the amount of the acreage shortfall as calculated by the City. 4.2.3. Construction Standards. (a) Leadership in Energy and Environmental Design(LEED). The Project shall be constructed to a minimum LEED Silver standard, as established by the U.S. Green Building Council. (b) Water Conservation. The Project shall include high-efficiency irrigation, native drought-tolerant plantings, low-flow plumbing fixtures, and Energy Star equipment and appliances. (c) Electric Vehicle ("EV")Parking. No less than 5%of all structured parking stalls in the Project shall be equipped with EV chargers. No less than 10%of all parking stalls located within the parking structures shall be EV ready with sufficient electrical infrastructure to enable the future installation of EV conduit and chargers. (d) Signage Program. Owner shall implement a signage program to promote mass transit,provide ride-share infrastructure&bike/e-mobility facilities. (e) Electrical Appliances: All individual residential units within the Project shall utilize electric or induction stoves, ovens, and clothing dryers. This obligation shall not apply to commercial, common area, or other non-residential uses. (f) Photovoltaic Panels: The Project shall incorporate photovoltaic panels on all residential components of the Project 5. HOUSING OPPORTUNITY ORDINANCE COMPLIANCE. 5.1. Owner Exemption. During the Term of this Agreement, as such Term may be extended, Consistent with Santa Ana Municipal Code Section 41-1903(a), Owner is exempt from Santa Ana Municipal Code Article XVIII.I inclusionary housing requirements (i.e.,the Affordable Housing and Opportunity Ordinance)because Owner is entering into this Agreement. In lieu of compliance with Article XVIII.I, Owner commits to the In-Lieu Fee as set forth in Section 5.1.1, below,which may be paid at the time of building permit issuance for each market rate residential unit contemplated by a given building permit or in the aggregate, at Owner's sole discretion. In- Lieu fees paid in excess of the requirements for a particular building permit may be accrued and used by Owner to satisfy future in lieu fee requirements. Upon expiration or termination of this Agreement, Owner shall be subject to Santa Ana Municipal Code Article XV111.1 for any unit that has not received a Certificate of Occupancy. 5.1.1. In-Lieu Fee. Owner shall make an in-lieu fee payment at the time of building permit issuance for each market rate residential unit contemplated by the building permit equal to five dollars ($5.00)per habitable square foot of each market rate residential unit. 6. REVIEW FOR COMPLIANCE. 6.1. Periodic Review. 6.1.1. The City shall review this Agreement annually, on or before DATE , and annually thereafter until the expiration of this Agreement,in order to ascertain the compliance by Owner with the terms of this Agreement("Annual Review"). Owner shall timely submit an Annual Monitoring Report, in a form acceptable to the City Manager on or before the first anniversary of the Effective Date and annually thereafter until the expiration of this Agreement. If the Annual Review is not submitted within thirty(30) days after written notice from the City Manager,then Owner shall be in breach of this Agreement. The failure of the City to conduct the Annual Review shall not constitute a default by Owner. The Annual Monitoring Report shall be accompanied by an "Annual Review and Administration Fee" sufficient to defray the estimated costs of review and administration of the Agreement during the succeeding year. The amount of the Annual Review and Administration Fee" shall be set annually by resolution of the City Council. 6.1.2. The Annual Review shall include a progress report on the status of the implementation of the Project and the new tax revenue generated by the Project,including,but not limited to,the following: (a) Development and construction progress of the following uses and Project components: (i) Site development (ii) Public infrastructure, (iii) Project design features, (iv) Community benefits, (v) Plaza, (vi) Residential, (vii) Commercial, (viii) Office (ix) Parking (x) Philanthropic activities (education, culture, arts) (b) Reporting for items listed in Section 6.1.2(a) shall be include a table substantially similar to the following: An example of a compliance report for site development and can be applied to other above criteria and metrics. Reporting Period: 2026—1 st Report Year 1 of 20 of Agreement Use Approved Total Cumulative Remaining to Status&Look Ahead SF/Units/Rooms Completed In Total Be Period Completed Completed Residential 1,583 100 200 1,383 On target with 300 to be completed in the next period Commercial 380,000 150,000 150,000 230,000 150k completed for Tenant X. New 20-Year lease. Retail 80,000 50,000 50,000 30,000 Negotiating with Tenant Y for a Office 300,000 100,000 100,000 200,000 15 year lease. (c) Progress relative to economic projections of. (i) Increases in property tax, (ii) Property Tax In-Lieu of VLF received by the City, (iii) Sales tax received from the Project, (iv) Business tax received from the Project, (v) Utility User Tax received from the Project, (d) Reporting for items listed in Section 6.1.2(c) shall be include a table, prepared by Owner with City's cooperation, substantially similar to the following: Reporting Period: 2026— Year 1 of 20 of Agreement Revenue Total for Period Cumulative to Percentage Status&Look Ahead date increase over 2018 Base Year Property Tax Property Tax In-Lieu of VLF Sales Tax Business Tax Franchise Tax UUT 6.2. Special Review. The City Council may order a special review of compliance with this Agreement at any time commencing one year following the issuance of the Project's first building permit,but not more than once during any 12-month period. The City Manager, or his or her designee, shall conduct such special reviews. 6.3. Review Procedure. 6.3.1. During either an Annual Review or a special review, Owner shall be required to demonstrate good-faith compliance with the terms of this Agreement. The burden of proof on this issue shall be on Owner. 6.3.2. Upon completion of an Annual Review or a special review,the City Manager, or the City Manager's designee, shall submit a receive and file report to the Planning Commission if he or she finds that Owner is in good-faith compliance with the terms of this Agreement. If the City Manager, or the City Manager's designee,finds on the basis of reasonable evidence that Owner is not in good-faith compliance with the terms of this Agreement, he or she shall set the matter for hearing before the Planning Commission and shall submit a report setting forth said evidence concerning compliance by Owner with the terms of this Agreement and his or her recommended finding on that issue. 6.3.3. If the Planning Commission finds on the basis of substantial evidence that Owner is in good-faith compliance with the terms of this Agreement, it shall confirm same and formally conclude the review by resolution. If the Planning Commission finds and determines on the basis of substantial evidence that Owner has not complied in good faith with the terms and conditions of this Agreement: (a) The Planning Commission shall provide written notice to Owner of such findings setting forth the nature of the problem and the actions, if any, required of Owner to cure such problem. (b) If the problem can be cured and Owner fails to take such actions and cure such problem within sixty(60) days after of the effective date of the Planning Commission's notice or, in the event that such problem cannot be cured within such sixty(60) day period but can be cured within a longer time,has failed to commence the actions necessary to cure such problem within such sixty(60) day period and to diligently proceed to complete such actions and cure such problem, then the Planning Commission may recommend to the City Council modification or termination of this Agreement. (c) Owner may appeal a Planning Commission determination pursuant to this Section 6.3.3 pursuant to City's rules for consideration of appeals in zoning matters then in effect. If a Planning Commission determination is appealed, any cure ordered by the Planning Commission shall be tolled until a decision is reached by the City Council on the appeal. Notice of default as provided under Section 7 of this Agreement shall be given to such Owner prior to or concurrent with proceedings under Section 6.4 and Section 6.5. 6.4. Proceedings Upon Modification or Termination. If, upon a finding under Section 6.3, City determines to proceed with modification or termination of this Agreement, City shall give written notice to Owner of its intention so to do. The notice shall be given at least ten(10) calendar days prior to the scheduled hearing and shall contain: 6.4.1. The time and place of the hearing; 6.4.2. A statement as to whether or not City proposes to terminate or to modify this Agreement; and, 6.4.3. Such other information that the City considers necessary to inform Owner of the nature of the proceeding. 6.5. Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination, Owner shall be given an opportunity to be heard. Owner shall be required to demonstrate good-faith compliance with the terms and conditions of this Agreement. The burden of proof on this issue shall be on Owner. If the City Council finds,based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this Agreement, the City Council may terminate this Agreement or,in lieu of termination and with the consent of Owner,modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final. 6.6. Certificate of Agreement Compliance. 6.6.1. If, at the conclusion of a Periodic or Special Review, Owner is found to be in compliance with this Agreement, City shall,upon request by Owner, issue a Certificate of Agreement Compliance ("Certificate")to Owner stating that after the most recent Periodic or Special Review and based upon the information known or made known to the City Manager and City Council that: (1)this Agreement remains in effect;and(2)Owner is not in default.The Certificate shall be in recordable form,shall contain information necessary to communicate constructive record notice of the finding of compliance,shall state whether the Certificate is issued after a Periodic or Special Review and shall state the anticipated date of commencement of the next Periodic Review. Owner may record the Certificate with the County Recorder. 6.6.2. Whether or not the Certificate is relied upon by assignees or other transferees or Owner,City shall not be bound by a Certificate if a default existed at the time of the Periodic or Special Review,but was concealed from or otherwise not known to the City Manager or City Council. 6.7. Conditions of Discretionary Approvals. The requirements imposed as conditions of any discretionary approval received through the City's existing regulatory process shall be governed by the terms of those approvals,and in no event shall such conditions be affected by the termination,cancellation, rescission, revocation,or default or expiration of this Development Agreement (although such conditions must comply with the Applicable Rules). 7. DEFAULT AND REMEDIES. 7.1. Remedies in General. It is acknowledged by the parties that City and Owner would not have entered into this Agreement if either party were to be liable in damages arising out of a breach or default under this Agreement and,therefore,each of the parties hereto hereby acknowledge and agree that the sole remedies that either party hereto may pursue and enforce against the other arising out of a default or breach under this Agreement by the other party(and the expiration of all applicable notice and cure periods)shall be an action for specific performance or a termination of this Agreement by such non-defaulting parry's obligations under this Agreement(subject to the terms and provisions of Section 6.3.3),and each party hereto expressly waives any other remedy they might otherwise be entitled to pursue,at law or in equity, against the other,and each party hereto expressly waives any right to sue the other for damages or claim any damages. 7.2. Release. 7.2.1. Except for specific performance,Owner,for itself,its successors and assignees, hereby releases City, its officers,agents and employees,from any and all claims,demands, actions,or suits of any kind or nature arising out of any liability,known or unknown,present or future,because it entered into this Agreement or because of the terms of this Agreement.Owner hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542,which is set forth below: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT,IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.." By initialing below,Owner hereby waives the provisions of Section 1542 in connection with the matters that are the subject of the foregoing waivers and releases. Owner's Initials 7.2.2. Except for specific performance, City, for itself, its successors and assignees, hereby releases Owner, its officers, agents and employees, from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability,known or unknown, present or future,because it entered into this Agreement or because of the terms of this Agreement. City hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER,WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.." By initialing below, City hereby waives the provisions of Section 1542 in connection with the matters that are the subject of the foregoing waivers and releases. City's Initials 7.3. Termination or Modification of Agreement for Default of an Owner. City may terminate or modify this Agreement for any failure of Owner to perform any material duty or obligation of Owner under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as "default"); provided,however, City may terminate or modify this Agreement pursuant to this Section 7.3 only after providing written notice to Owner of default setting forth the nature of the default and the actions,if any,required by Owner to cure such default and,where the default can be cured Owner has failed to take such actions and cure such default within sixty(60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty(60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty(60) day period and to diligently proceed to complete such actions and cure such default. 7.3.1. No Cross Default. Parties agree and acknowledges that,notwithstanding anything stated to the contrary in this Agreement: (a)the failure of SCP to comply with or satisfy any of SCP's obligations under this Agreement shall not limit or impair a transferee's rights and benefits under this Agreement with respect to its Assigned Rights (as they apply to the Project Phase owned by such transferee)under Section 2.5.1 of this Agreement and (b)the failure of any transferee to satisfy such transferee's Assumed Obligations as provided for under Section 2.5.1 of this Agreement shall not, as to the Project Phase to which those Assumed Obligations apply, limit or impair any of the Assigned Rights of any other transferee as to the Project Phase owned by such other transferee. 7.4. Voluntary Termination of Agreement by SCP. In the event SCP determines, in its sole discretion,prior to issuance of the first demolition permit implementing the first Specific Plan Phase,that it no longer wishes to proceed with the Project pursuant to the terms of this Agreement, SCP may terminate this Agreement by providing the City with 30 days written notice.Notwithstanding this or other provisions herein, SCP's indemnity and defense obligations shall survive such termination for the later of twelve (12)months or expiration of the statute of limitations on any and all potential causes of action against the City as set forth in Section 8 of this Agreement. 7.5. Notice and Cure Rights.Notwithstanding anything stated to the contrary in this Agreement, City shall have no right to terminate any of the rights of any Owner under this Agreement unless such Owner has failed to cure any default under this Agreement giving rise to any such termination right within the cure periods expressly provided for above in this Section 7. 8. LITIGATION 8.1. Third-Party Litigation Concerning_Agreement. Owner shall defend, at its expense, including attorneys' fees, indemnify, and hold harmless City, its agents, officers and employees from any claim, action or proceeding against City, its agents, officers, or employees to attack, set aside,void, or annul the approval of this Agreement, any document prepared for the Project in compliance with the California Environmental Quality Act, or the approval of any pen-nit or entitlement granted pursuant to this Agreement for the Project. City shall promptly notify Owner of any claim, action,proceeding or determination included within this Section 8.1 no later than fourteen(14)business days and City's receipt of service of process and City shall cooperate in the defense. If City fails to promptly notify Owner of any such claim, action,proceeding or determination as required by this Section, or if City fails to cooperate in the defense, Owner shall not thereafter be responsible to defend, indemnify, or hold harmless City as to that claim, action, proceeding, or determination. City may in its discretion participate in the defense. 8.2. Environmental Assurances. Owner shall indemnify and hold City,its officers, agents, and employees free and harmless from any liability,based or asserted,upon any act or omission of Owner, its officers, agents, employees, subcontractors,predecessors in interest, successors, assigns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on,under or about the Property,including,but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. City may in its discretion participate in the defense. 8.3. Reservation of Rights. With respect to Section 8.1 and Section 8.2 herein, City reserves, the right to either(1) approve the attorney(s) that the indemnifying party selects,hires or otherwise engages to defend the indemnified party hereunder,which approval shall not be unreasonably withheld, conditioned, or delayed; or(2)conduct its own defense;provided, however,that the indemnifying party shall reimburse the indemnified party forthwith for any and all reasonable expenses incurred for such defense, including attorneys' fees,upon billing and accounting therefor. 8.4. Challenge to Existing Land Use Approvals. By accepting the benefits of this Agreement, Owner, on behalf of itself and its successors in interest,hereby expressly agrees and covenants not to sue or otherwise challenge any land use approval affecting the Property and in effect as of the Effective Date. Such agreement and covenant includes,without limitation,the covenant against any direct suit by Owner or its successor in interest, or any participation, encouragement or involvement whatsoever that is adverse to City by Owner or its successor in interest, other than as part of required response to lawful orders of a court or other body of competent jurisdiction. Owner hereby expressly waives, on behalf of itself and its successors in interest, any claim or challenge to any land use approval affecting the Property and in effect as of the Effective Date. 8.5. Survival. The provisions of Sections 8.1 and 8.2 shall survive the termination of this Agreement. 9. MORTGAGEE PROTECTION. 9.1. The parties hereto agree that this Agreement shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. City acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. In furtherance of the foregoing, and notwithstanding anything stated to the contrary in this Agreement, any Mortgagee of the Property shall be entitled to the following rights and privileges: 9.1.1. Default under Agreement Does Not Impair Lien of any Mortgage. Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law. 9.1.2. Request for Notices of Default by Mortgagee. The Mortgagee of any mortgage or deed of trust encumbering the Property or any part thereof,which Mortgagee,has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by the applicable Owner in the performance of such Owner's obligations under this Agreement. 9.1.3. If City timely receives a request from a Mortgagee requesting a copy of any notice of default given to Owner under the terms of this Agreement, City shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to Owner. The Mortgagee shall have the right,but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. 9.1.4. Lender Protection Provisions. (a) Notices to Mortgagees; Moro4mwe's Right to Cure. (i) Notices to Mortgagees. City shall send to each Mortgagee which has provided City written notice of its name and address, in the manner provided by Section 9.1 above,a true,correct and complete copy of any written notice sent to Owner of a default by Owner under this Agreement at the same time as and whenever any such notice of default shall be given by City to Owner, addressed to such Mortgagee at the address last furnished to City by such Mortgagee. Owner irrevocably directs that City accept, and City agrees to accept, performance and compliance by any such Mortgagee of and with any term, covenant, agreement, provision, condition or limitation on Owner's,part to be kept,observed or performed hereunder with the same force and effect as though kept, observed or performed by Owner provided that such performance and/or compliance is made in accordance with the provisions of Section 10.1.4 below. (ii) Mortgagee's Right to Cure. Notwithstanding anything stated to the contrary in this Agreement, this Agreement shall not be terminated as to any Project Phase because of a default or breach hereunder on the part of Owner until and unless- (1) written notice of any such default or breach has been delivered to Mortgagee in accordance with the provisions of Section 9.1.4(a)(1) above, (2) with respect to a default or breach that is curable solely by the payment of money, Mortgagee, Owner have failed to cure such default or breach within thirty (30) days following the expiration of any of Owner's notice and cure periods set forth herein, and (3) with respect to a default or breach that is not curable solely by the payment of money, Mortgagee, Owner have failed to cure such default or breach within ninety (90) days following the expiration of any of Owner's notice and cure periods set forth herein or, if such default or breach is curable but cannot be cured within such time period, (i) Mortgagee has failed to notify City within such ninety (90) day time period that Mortgagee intends to cure such default or breach, (ii) Mortgagee fails to commence to cure such default or breach within such ninety (90) day period,or (iii) Mortgagee fails to diligently prosecute such cure to completion. It is expressly understood and agreed that no Mortgagee shall have any obligation hereunder to cure or complete any cure of any breach or default by Owner hereunder. (b) Perinitted Transfers to Mortgagee. (i) Notwithstanding anything stated to the contrary in this Agreement,the following transfers shall be permitted and shall not require the approval or consent of City: (1) A transfer of the Property (and the concurrent transfer of the Owner's rights under this Agreement with respect to the Project Phase provided the conditions in Section 2.5.1 hereof have been complied with as to such Project Phase), at a foreclosure sale under a Mortgage,whether pursuant to the power of sale contained therein or a judicial foreclosure decree, or by an assignment in lieu of foreclosure, or (2) Any subsequent transfer by a Mortgagee (or its nominee or designee if the Mortgagee, or such nominee or designee, is the purchaser at such foreclosure sale or under such assignment in lieu of foreclosure) with respect to the Property, and the concurrent transfer of the Owner's rights under this Agreement with respect to the Project Phase that is transferred, provided that the conditions in Section 2.5.1 hereof have been complied with as to such Project Phase. (ii) Any transferee arising from any transfer permitted above shall be liable to perform the obligations of Owner, as applicable, under this Agreement only so long as such transferee holds title to the Property, provided that upon any such conveyance of title, such transferee's transferee expressly assumes and agrees to perform all of the obligations of this Agreement first arising after the date of such conveyance to the extent applicable to the Project Phase. (iii) Following the transfer, if any, described in Section 9.1.4(b)(i) above,all non-curable defaults existing under this Agreement prior to such transfer shall be deemed waived without further notice or action of any party. (c) Rights of Mezzanine Lender. Any lender that makes a loan to Owner or to any entity holding an interest in Owner, direct or indirect,that is secured by a pledge of equity interests in Owner, direct or indirect, shall be entitled to all of the rights and remedies under this Section 9.1.4 that are afforded to a Mortgagee under this Agreement, (i)provided that Owner shall have provided to City written notice setting forth the name and address of any such lender, and(ii) except that such rights and remedies shall be subject and subordinate to the rights of any Mortgagee,and shall not impair any of the rights and remedies afforded any Mortgagee,hereunder. 9.1.5. Obligations of Mortgagee Under Agreement. Any Mortgagee who comes into possession of the Property, or any part thereof,pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property_as applicable, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary,no Mortgagee shall have an obligation or duty under this Agreement to perform any of an Owner's obligations or other affirmative covenants of an Owner hereunder, or to guarantee such performance;provided,however, that to the extent that any covenant to be performed by an Owner is a condition precedent to the performance of a covenant by City,the performance thereof shall continue to be a condition precedent to City's performance hereunder, and further provided that any sale,transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.5 of this Agreement. 10. MISCELLANEOUS PROVISIONS. 10.1. Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the Orange County Recorder by the Clerk of the City Council against the Property within ten(10) days following Owner's receipt of the fully-executed,recordable Agreement from the City. if the parties to this Agreement or their successors in interest amend or cancel this Agreement, or if the City terminates or modifies this Agreement as provided herein for failure of the Owner to comply in good faith with the terms and conditions of this Agreement, the City Clerk shall cause notice of such action recorded with the Orange County Recorder, and in connection with any termination of this Agreement, in such form or by such recordable instrument,that will allow a reputable title company to remove the Agreement as an exception to title of the Property (a"Termination Release"). 10.2. Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations,understandings or ancillary covenants,undertakings or agreements that are not contained or expressly referred to herein. No testimony or evidence of any such representations,understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 10.3. Severability. If any term,provision, covenant or condition of this Agreement shall be determined invalid,void or unenforceable,the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement.Notwithstanding the foregoing,the provision of the Public Benefits set forth in Section 4 of this Agreement, including the payment of the Development Impact Fees set forth therein, are essential elements of this Agreement and City would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid,void or unenforceable,this entire Agreement shall be null and void and of no force and effect whatsoever. 10.4. Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California,with venue in Orange County. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof. 10.5. Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 10.6. Singular and Plural. As used herein, the singular of any word includes the plural. 10.7. Joint and Several Obli atg ions. If at any time during the Term of this Agreement the Property is owned, in whole or in part,by more than one owner, all obligations of such owners under this Agreement shall be joint and several, and the default of any such owner shall be the default of all such owners. Notwithstanding the foregoing,no owner of a single lot that has been finally subdivided and sold to such owner as a member of the general public shall have any obligation under this Agreement except as expressly provided for herein. 10.8. Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 10.9. Waiver.Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter. 10.10. Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns, and no other person shall have any right of action based upon any provision of this Agreement. 10.11. Force Majeure.Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by: (1) strikes, lockouts or labor disputes; (2) inability to obtain labor or materials or reasonable substitutes therefor (including as a result of freight embargos); (3)inclement weather which delays or precludes construction; (4) acts of God, including but not limited to earthquakes, or the public enemy or civil commotion; (5) condemnation, (6) fire or other casualty; (7) shortage of fuel, electricity or natural gas; (8) action or nonaction of public utilities or of local, state or federal governments, affecting the work,including,but not limited to, any delays in the permitting process as a result of the action or inaction of such governmental authorities including government shutdown for a period of time of one (1)week or more; (9) criminal acts or acts of terrorism; or(10)pandemic or government imposed quarantine(11) other conditions similar to those enumerated above which are beyond the reasonable anticipation or control of such Party, or other causes beyond the Party's reasonable control.if any such events shall occur,the term of this Agreement and the time for performance shall be extended for the duration of each such event,provided that the Term of this Agreement shall not be extended pursuant to this section for more than five(5)years. 10.12. Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 10.13. Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a)is for the benefit of and is a burden upon every portion of the Property; (b)runs with the Property and each portion thereof, and(c)is binding upon each party and each successor in interest during ownership of the Property or any portion thereof. 10.14. Counterparts. This Agreement maybe executed by the parties in counterparts,which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 10.15. Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the parties hereto waive all provisions of law providing for the filing,removal or change of venue to any other court. 10.16. Project as a Private Undertaking.It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development,that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership,joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Owner is that of a government entity regulating the development of private property and the owner of such property. 10.17. Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 10.18. Eminent Domain.No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain. 10.19. Agent for Service of Process. In the event any Owner is not a resident of the State of California or it is an association,partnership or joint venture without a member,partner or joint venturer resident of the State of California, or it is a foreign corporation,then in any such event, Owner shall file with the City Manager,upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name,residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible,then in such event Owner may be personally served with such process and such service shall constitute valid service upon Owner. Owner is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. 10.20. Certificate of Compliance. At any time during the term of this Agreement, any lender or either Party may request either Party to this Agreement to confirm that(1) this Agreement is unmodified and in full force and effect(or if there have been modifications hereto, that this Agreement is in full force and effect as modified and stating the date and nature of such modifications); (2)to the best of such Party's knowledge, no defaults exist under this Agreement or if defaults do exist, to describe the nature of such defaults; and(3) any other information reasonably requested. Each Party hereby agrees to provide a Certificate to such lender or other Party within thirty(30) days of receipt of the written request therefor. 10.21. Authority to Execute. The person or persons executing this Agreement on behalf of Owner warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation,partnership or business entity and warrants and represents that he or she/they has/have the authority to bind Owner to the performance of its obligations hereunder. [Signatures on following pages] IN WITNESS WHEREOF, the parties hereto have executed this Development Agreement on the last day and year set forth below. SCP: South Coast Plaza, a California general partnership By: C.J. Segerstrom& Sons, a California general partnership, its Managing General Partner By: Henry T. Segerstrom Management LLC, a California limited liability company, Manage By: El' betl Segerstrom,Manager By: HTS Management .Aln .,ZCa ornia c ora ' n,Mana r , By: Sr ice President CITY: City OF SANTA ANA, a California municipal corporation By: Valerie Amezcua Mayor Dated: ATTEST: By: Jennifer L. Hall City Clerk Dated: APPROVED AS TO LEGAL FORM: By: Sonia R.Carvalho City Attorney Dated: EXHIBIT "A" (Legal Description of the Property) LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA,AND IS DESCRIBED AS FOLLOWS: PARCEL A: PARCELS 1 AND 2, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA,AS SHOWN ON A MAP MARKED EXHIBIT A,ATTACHED TO LOT LINE ADJUSTMENT NO. LL-81-6, RECORDED JANUARY 2, 1982 AS INSTRUMENT NO 82-0001483 OFFICIAL RECORDS. PARCEL B: PARCEL 2, IN THE CITY OF SANTA ANA, COUNTY OF ©RANGE, STATE OF CALIFORNIA,AS PER MAP FILED IN BOOK 40, PAGE 43 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL C: PARCEL 2, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA,AS PER MAP FILED IN BOOK 41, PAGE 48 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL D: PARCELS 3 AND 4, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA,AS PER MAP FILED IN BOOK 41, PAGE 48 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXHIBIT `B" (Map of the Property) EXHIBIT "C" Development Plan and list of Project Approvals Development Plans and entitlement applications as presented in the City Staff Report Dated are incorporated herein by reference. Project Approvals include,but may not be limited to,the following entitlements: 1. The Final Supplemental Environmental Impact Report entitled"Village Santa Ana Specific Plan Final Supplemental Environmental Impact Report" State Clearinghouse House No. XXXXX and City of Santa Ana Development Project No.XXXX-XX("Project FEIR"),which tiers off the GPU FEIR (SCH#2020029087)that was certified by the City on April 19, 2022. 2. The"Village Santa Ana" Specific Plan, dated April 2025, adopted by the City Council on DATE,by way of Ord. No. XX-XXXX. 3. The Vesting Tentative Tract Map, dated XXXX, adopted by Resolution No. XXXX. 4. The Zoning Map Amendment, adopted by the City Council on Date,by way of Ord.No. XX- XXXX. Figure 3-6a depicts the existing right-of-way configuration including a class III bike lane. Figure 3-6b lays out the proposed condition at full buildout of this Specific Plan. Improvements include a new class IV bikeway, landscape buffers, and continuation of the sidewalk. Plaza Drive Plaza Drive is a local street that provides north-south access.The right-of-way bisects the Village.The southern end of Plaza Drive terminates at Sunflower Avenue, where it becomes an entryway to South Coast Plaza. Plaza Drive has an existing curb-to-curb width of 64 feet with four travel lanes,as shown on Figure 3-7a.With the development of the Village, Plaza Drive is planned to have an expanded curb-to-curb width of 80 feet. The proposed cross-section maintains four lanes of traffic and adds a loading zone in the expanded right-of-way. New curb- adjacent landscape buffers are also proposed. Figure 3-7b provides the proposed cross-sections and enhancements for Plaza Drive. 7, e r Bear Street 6- '""" Bear Street runs north-south, providing access to the western part �+ of the Village and offering direct access to SR-73. In addition,the City has designated Bear Street a Secondary Arterial.The Village is along Y : the east side of the roadway,which is under the jurisdiction of the City ■ of Santa Ana.The western side falls within the boundary of the City of Costa Mesa. The right-of-way from the Village property line is 50 feet to the City limit, as depicted on Figure 3-8a. Bear Street will maintain the same curb-to-curb width,travel lanes, and left-turn pockets when the - k Village is built. However,the Village will upgrade bicycle facilities -°°$_ 3 ela5f5l bilte path een5i5tent with the General as shown on Figure 3-8b. Page 46 The Village Santa Ana Specific Plan - October 2025 Figure 3-8a: Bear Street Existing Cross-Sectionco co Q n _- >>- 3 4 Z J 0 a I � o U I I r LEA <--Olt _ I 16, 15' 11' 4' VARIES 13' E.STREETSCAPE TURN LANE LANE � LANE LANE STRIPED DIVIDERS Figure 3-8b: Bear Street Proposed Cross-Section I � I I ~ J J } H I U I I QI < �I I a 2 I wI I Q O F MIN. 15' 50, I I I I I I I .,' 5' 3' 6' 4' 11' 11' MEDIAN LANE / LANE PLANTING BUFFER MIN.SIDEWALK CLASS IV BIKE LANE MIN.PLANTING/STREET LIGHTS Source:LLG,RIOS Chapter Three: Development Plan I Page 49 Figure 3-13: Proposed Loading Zones ---------------------- - - ----- ] 1 — North Connector I � Cam, //I Q4e114 000000 C-i J / LL 1 Central Connector °0000 in 0400404400440044 ' O «'j 1 West Connector— 1 11 � li II 'i III II Q I IJ+44 i 1 11 v I II II I _ ______ - e Sunflower Avenue II o Source:LLG, Gensler Note:Conceptual site plan for illustrative purposes,subject to change through the Development Project Plan Approval process. LEGEND - Commercial Loading Open Space Passenger Loading ---- Site Boundary ® Commercial/Passenger Loading Page 54 1 The Village Santa Ana Specific Plan - October 2025 Figure 3-16: Conceptual Bicycle Network � 1 ------------------ ---------------- —North Connector — I � KV 67* LJ I / 1 � I , Central Connector t! 4 : OOOOOOOOOOOOp000 ,l 1 Y 1 West Connector i l I � I 44 i1 lai4 I I I —————————————— 4 l 1 e —Sunflower Avenue __ �o - ---;— II Source:LLG,Place Works Note:Conceptual site plan for illustrative purposes,subject to change through the Development Project Plan Approval process. LEGEND i Proposed New Class IV Cycle Track OProposed Bicycle Parking Open Space ---- Site Boundary Chapter Three: Development Plan I Page 59 Table 4-1 Permitted Uses CertificatePermit Type P=Permitted by Right LUC=Land Use - e CUP=Conditional ResidentialPermit Live-work units P Either a stand-alone residential building or in conjunction with commercial Multifamily apartments or P development.Allows for leasing office or condominiums property management office,recreation facilities,and other indoor/outdoor common areas. Home occupations P Pursuant to SAMC Age restricted,independent living. Senior housing P Subject to Section 4.2.4,Senior Housing and Care Facilities. • Adult day care facilities P See SAMC for additional regulations. Alcohol sales(on-site or off-site * Includes wine tasting,cocktail lounges, consumption) P /CUP bars,and similar uses.See Appendix F. Animal grooming and day-boarding P Art galleries,art studio,and P photography studios Brewery/Distillery P*/CUP On-site production and sales.See Appendix F. Childcare facilities P Club/community assembly facilities CUP See SAMC for additional regulations. Congregate care P Subject to Section 4.2.4. Continuum of care P Subject to Section 4.2.4. Convalescent facility P Subject to Section 4.2.4. Experiential museum and science P* centers Gymnasiums,fitness,and health P clubs Includes extended stay,executive suites,and guest suites.Commercial, Hotel CUP* day spa,and food/alcohol service are permitted incidental to the hotel use. Rooftop amenities,including dining are also permitted. Page 74 1 The Village Santa Ana Specific Plan - October 2025 Signage Program Review and development standards(regulations).The Approval Planning and Building Agency Executive Director or his/her designee shall have the As specified in Chapter 4, Section 4.4, authority to approve minor modifications Signage, of this Plan exterior signs, including to a development application as defined monument signs, commercial signage, and herein through a finding of Substantial residential signs, as well as those for common Conformance. Minor modifications may areas such as parks, plazas, and wayfinding, include: shall comply with the provisions of a detailed Master Sign Program.The Master Sign >> Adjustments to development regulations Program shall be developed at the time of by no more than 10 percent(including the DPR for each phase. Phases are defined parking). by the Conceptual Phasing Plan provided in Adjustments to allowable projections Section 6.3.10, below. and encroachments if consistent with These Master Signage Programs shall be the uniform building code. approved in one of two ways: » Modifications necessary to comply with 1. If submitted Master Signage Program is final Conditions of Approval or mitigation in substantial conformance with the signage measures when adopted under guidelines in Section 4.4, the Master Signage subsequent action. Program shall be reviewed and approved >> Addition of information to the Plan administratively, concurrent with the first (text or map changes)for purposes of DPR for that phase. clarification provided that the additions 2. If a Master Signage Program has elements do not change the intent of the plan or that are not found to be in substantial regulations. conformance with the Plan's signage design >> Adjustments to the alignment, location, guidelines,the Master Signage Program for and sizing of utilities and facilities, or a that phase shall be approved by the Executive change in utility and/or service provider, Director of the Planning and Building Agency. as approved by the Executive Director of the Public Works Agency. Special Event Approval Final adjustments to the Circulation Chapter 4, Development Standards, Table Plan, including roadway alignment, bike 4-1, Permitted Uses, and Section 4.2.2, lane classifications, sizing,traffic control Special Events and Temporary Uses contain techniques, and access locations, as information that regulate special events for approved by the Executive Director of the Village. the Public Works Agency. >> Minor changes to the architectural or 6.3.4 Minor Modifications landscape design guidelines. (Substantial Conformance) Adjustments to the Vesting Tentative The Plan includes a minor modification Tract Map(VTTM)so long as the final process to grant minor relief from Page 120 1 The Village Santa Ana Specific Plan - October 2025 A Fiscal Impact Analysis has been prepared Compliance with the federal Migratory Bird to analyze implementation of the Village as Treaty Act and California Fish and Game part of the approval process for the Plan.The Code Section 3503 study, prepared by Kosmont, is attached can be found in Appendix C, Market, Fiscal, and If construction occurs during the nesting Economic Analysis. bird season,the Developer will perform clearance surveys to maintain compliance with the federal Migratory Bird Treaty Act 6.3.12 Financing and Funding of 1918 (MBTA)and the California Fish and Public and private financing mechanisms are Game Code Section 3503 prior to any ground expected to fund the buildout of the project disturbance or vegetation removal activities. over time. 6.3.16 Installation of Traffic 6.3.23 Affordable Housing Signals on Bear Street Applications for residences in Village As shown in Chapter 3, Figure 3-5,the Village will comply with the Affordable Housing proposes two traffic signals and related Opportunity and Creation Ordinance, NS- crosswalks along Bear Street: one at the 3019, per the Development Agreement. intersection of Bear Street and Wakeham Place and the second at the intersection 6.3.14 Fiscal Impact Study of Bear Street and the Village's Central Connector Road. As required in the General Plan, a Fiscal Impact Study has been conducted to assess 6.3.16.a. Timing. The improvements the net fiscal impacts associated with the described in Section 6.3.16 shall be Village.The results of the study are included completed within 24 months of the effective in Appendix C. date of the Specific Plan's approving ordinance. 6.3.25 Other Agency Coordination 6.3.16.b. Minor Modifications. In accordance with Table 6-1 Review Authority Airport Land Use Commission and Federal and Section 6.3.4 Minor Modifications Aviation Administration (Substantial Conformance),the Executive The Developer will coordinate with the City Director of the Public Works Agency is and Airport Land Use Commission and enabled to modify the timing of installation Federal Aviation Administration (FAA), as and completion of the traffic signal at Bear well as other applicable regulatory agencies Street and the Village's Central Connector regarding approval and implementation of Road to account for adjustments to this Plan. the Circulation Plan, including roadway alignment, sizing,traffic control techniques, and access locations. Page 130 1 The Village Santa Ana Specific Plan - October 2025