Agenda packet — Orange City Council, November 15, 2022 (part 5 of 7)

Minutes
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Planning Commission Minutes Odobet 17,2022

5.1 The motion carried by the following vote:

Ayes: Glasqow, Trapesonian, and Vazquez
Noes: None

Absent: Simpson, and [\rlartinez
Public Hearing: An Ordinance containing administrative updates of various sections of the Orange Municipal Code.

Cha'I vazquez opened public hearing; there being no speakers, Chair Vazquez closed the public hearing.

A motion was made by Commissioner Trapesonian, seconded by Vice Chair Glasgow, to:

Adopt Planning Commission Resolution No. 27-22 entitled:

A Resolution of the Planning Commission of the City of Orange recommending that the City Council adopt an Ordinance amending various sections of the Orange Municipal Code to delete outdated language, update references to conform with current law and Code provisions, and achieve internal consistency.

The motion carried by the following vote:

Aves: Glasqow, Trapesonian, and Vazquez
Noes: None

Absent: Simpson, and Martinez

ADJOURNMENT
There being no further business, the meeting was adjourned at 9:20 p.m

Page 4 ends

The next Regular Planning Commission Meeting will be held on Monday, November 7, 2022, al7:00 p.m., in the Council Chamber.

Anna Pehoushek
Community Development Department
Assistant Director

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Agenda Item
City Council
Item #: 8.3. 11/15/2022 File #: 22-0630
TO: Honorable Mayor and Members of the City Council
FROM: Jeff Adams, Interim Community Development Director

1. SUBJECT
Public Hearing to consider Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011-20 and Development Agreement No. 0008-22; a request to rehabilitate two historic buildings at 410 W. Chapman Avenue and 135 N. Atchison Street, remove non-historic structures, construct two new buildings, and provide parking relief to Old Town Gateway, LLC in return for dedication and maintenance of a public access pedestrian walkway between N. Atchison Street and N. Cypress Street, and finding of CEQA exemption. Ordinance No. 08-22 and Resolution No. 11421.

2. SUMMARY
The applicant proposes to rehabilitate two historic buildings and remove non-historic sheds and additions to construct two new commercial buildings and create a publicly accessible pedestrian paseo through the center of the site linking N. Cypress and N. Atchison Streets. A Development Agreement is also proposed to provide parking relief for the project in exchange for dedication, improvement and maintenance of the paseo.

3. RECOMMENDED ACTION

1. Introduce and conduct First Reading of Ordinance No. 08-22 approving Development Agreement No. 0008-22 vesting development rights with Old Town Gateway, LLC in return for dedication and maintenance of a public access pedestrian walkway between N. Atchison Street and N. Cypress Street. An Ordinance of the City Council of the City of Orange approving a Development agreement with Old Town Gateway, LLC for a project on a site located at 401 W.

Chapman Avenue and 135 N. Atchison Street.

2. Adopt Resolution No. 11421. A Resolution of the City Council of the City of Orange approving Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011 -20 and Development Agreement No. 0008-22 to rehabilitate two historic buildings and remove non-historic sheds to construct two new commercial buildings and create a pedestrian paseo at 410 W. Chapman Avenue and 135 N. Atchison Street.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 3: Enhance and promote quality of life in the community City of Orange Page 1 of 4 Printed on 11/10/2022
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Item #: 8.3. 11/15/2022 File #: 22-0630
a: Renovate, maintain, develop, and/or expand public use places and spaces.

Goal 5: Recognize, promote, and preserve Orange's rich heritage d: Celebrate Orange's rich heritage.

6. DISCUSSION AND BACKGROUND
The applicant proposes to rehabilitate a one-story circa 1920 historic masonry building at 401 W.

Chapman Avenue and a one-story circa 1912 Mission Revival building at 135 N. Atchison Street; remove non-historic sheds to construct two new commercial buildings (3,470 sq. ft. and 4,140 sq. ft., respectively); and, create a pedestrian connection (paseo) through the center of the site, linking N.

Cypress and N. Atchison Streets. A Development Agreement is included in the requested project entitlements to provide relief from parking requirements in exchange for dedication and maintenance of the publicly accessible paseo. Detailed information about project elements, architectural finishes and landscaping is provided the project plans (Attachment 4) and in the Planning Commission staff report (Attachment 7).

The proposed project elements directly implement the historic preservation, land use, urban design, and pedestrian linkage objectives of the Santa Fe Depot Specific Plan and therefore also implement the goals and policies of the General Plan related to land use, cultural resources, economic development, multi-modal circulation, and urban design. The project revitalizes a key site that interfaces with the Orange Transportation Center/Depot and the Plaza commercial district to the east.

Removal of solid fencing, the phasing out of quasi-industrial activity, along with the significant pedestrian-oriented site and streetscape improvements will provide refreshed and attractive site conditions at a gateway to the Plaza and downtown commercial core. The project will open up the site for use by the public and introduce commercial activity that complements the nearby Depot Park, Hilbert Museum, surrounding commercial and restaurant uses, and Chapman University facilities.

The proposed project also brings a segment of the City’s 2008 Depot-Plaza Pedestrian Connection Study to fruition by providing a mid-block passage that links to the informal City paseo linking Cypress Street to Lemon Street and Old Towne West Parking Structure to the east.

Detailed information about the Santa Fe Depot Specific Plan and Depot-Plaza Pedestrian Connection Study is provided in Attachments 9 and 10 to this report.

Staff believes that as a whole, the development program and the scale, massing, and material of the new infill restaurant buildings are appropriate for the site, and that the project is consistent with the Secretary of Interior Standards and City’s Historic Preservation Design Standards guidance for additions and new construction. The design of the street and courtyard facing elevations of the infill buildings enliven the N. Cypress Street streetscape, while the simple treatment of the remaining building elevations references a more traditional historic building interface condition.

ISSUES
Issue 1: Historic Resources
The project site involves a collection of structures, three of which are recognized as contributors to the Old Towne Orange local and National Register Historic Districts. These structures include 135 N.

Atchison, 401 W. Chapman Avenue, and an addition to the north of that building addressed as 112 N.

Cypress Street. Determination of historic status was based on reconnaissance-level windshield surveys conducted over time, with the most recent survey update completed in 2005. A more detailed evaluation of the structures on the site was performed for the proposed project and is City of Orange Page 2 of 4 Printed on 11/10/2022
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Item #: 8.3. 11/15/2022 File #: 22-0630
presented in the Cultural Resource Assessment and associated Addendum (Attachment 8).

The investigation of the site performed for that assessment revealed that the 112 N. Cypress Street structure is incorrectly classified in the City’s historic resources inventory and National Register record. The City’s inventory identifies the structure as c. 1920 masonry building. Upon closer assessment, that building was constructed in 1947, outside of the period of significance for the Historic District. Behind the stepped parapet of the plastered eastern elevation is a wood frame structure, with the north and west elevations clad in non-original manufactured wood siding.

Based on the scope of the project and confirmed status of the structures on the site in relation to National Register and California Register criteria, the proposed rehabilitation and demolition activity is appropriate for the site and historic district. None of the building additions or accessory structures identified for demolition are individually eligible for listing in the National Register nor the California Register, nor do they qualify as contributors to the District in their own right. Demolition of these structures to accommodate the proposed project will not impact the integrity of the site or the larger historic district.

Issue 2: Development Agreement for Paseo and Parking
The proposed project generates the need for 20 parking spaces in accordance with Santa Fe Depot Specific Plan parking requirements. The City has a long-standing interest in establishing a pedestrian paseo through the site, as identified in the Plaza-Depot Pedestrian Connection Study, to provide a comfortable pedestrian connection to the Depot as an alternative to the narrow Chapman Avenue sidewalk along the subject property’s frontage.

With the project in close proximity to the Old Towne West Parking Structure, along with the high level of pedestrian activity in Old Towne and “park once” patterns of activity where Old Towne visitors park their vehicles once while patronizing multiple businesses, the proposed Development Agreement provides parking relief of 18 spaces in exchange for the dedication, improvement, and maintenance of the pedestrian paseo. The draft Development Agreement is provided as Attachment 4 to this report.

ADVISORY BOARD ACTION
Staff Review Committee:

The City’s interdepartmental Staff Review Committee made a recommendation of approval to the Planning Commission on April 20, 2022 subject to conditions.

Design Review Committee:

The Design Review Committee reviewed the subject proposal at the September 8, 2022 meeting and recommended that the Planning Commission recommend denial of the project to the City Council by a 4-0 vote. The basis for the recommendation of detail is detailed in Attachment 7.

Planning Commission
The Planning Commission recommended City Council approval of the Development Agreement and project entitlements on October 17, 2022 by a 3-0 vote. The Planning Commission minutes and staff report are provided in Attachments 6 and 7

7. ATTACHMENTS
City of Orange Page 3 of 4 Printed on 11/10/2022
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Item #: 8.3. 11/15/2022 File #: 22-0630
· Attachment 1 - Ordinance No. 08-22 (including Draft Development Agreement) · Attachment 2 - Resolution No. 11421
· Attachment 3 - Vicinity Map and Aerial Photo
· Attachment 4 - Project Plans
· Attachment 5 - Planning Commission Resolution No. 28-22 · Attachment 6 - Planning Commission Minutes, October 17, 2022 · Attachment 7 - Planning Commission Staff Report, October 17, 2022 (excluding plans and Cultural Resources Assessment and Addendum)
· Attachment 8 - Cultural Resources Assessment and Addendum · Attachment 9 - Santa Fe Depot Specific Plan Excerpts
· Attachment 10 - Depot-Plaza Pedestrian Connection Study Excerpts City of Orange Page 4 of 4 Printed on 11/10/2022
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Agenda Item
City Council
Item #: 8.3. 11/15/2022 File #: 22-0630
TO: Honorable Mayor and Members of the City Council
FROM: Jeff Adams, Interim Community Development Director

3. RECOMMENDED ACTION

Chapman Avenue and 135 N. Atchison Street.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 3: Enhance and promote quality of life in the community City of Orange Page 1 of 4 Printed on 11/10/2022
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Item #: 8.3. 11/15/2022 File #: 22-0630
a: Renovate, maintain, develop, and/or expand public use places and spaces.

Goal 5: Recognize, promote, and preserve Orange's rich heritage d: Celebrate Orange's rich heritage.

6. DISCUSSION AND BACKGROUND
The applicant proposes to rehabilitate a one-story circa 1920 historic masonry building at 401 W.

Detailed information about the Santa Fe Depot Specific Plan and Depot-Plaza Pedestrian Connection Study is provided in Attachments 9 and 10 to this report.

Atchison, 401 W. Chapman Avenue, and an addition to the north of that building addressed as 112 N.

Cypress Street. Determination of historic status was based on reconnaissance-level windshield surveys conducted over time, with the most recent survey update completed in 2005. A more detailed evaluation of the structures on the site was performed for the proposed project and is City of Orange Page 2 of 4 Printed on 11/10/2022
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Item #: 8.3. 11/15/2022 File #: 22-0630
presented in the Cultural Resource Assessment and associated Addendum (Attachment 8).

ADVISORY BOARD ACTION
Staff Review Committee:

The City’s interdepartmental Staff Review Committee made a recommendation of approval to the Planning Commission on April 20, 2022 subject to conditions.

Design Review Committee:

7. ATTACHMENTS
City of Orange Page 3 of 4 Printed on 11/10/2022
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Item #: 8.3. 11/15/2022 File #: 22-0630
· Attachment 1 - Ordinance No. 08-22 (including Draft Development Agreement) · Attachment 2 - Resolution No. 11421
· Attachment 3 - Vicinity Map and Aerial Photo
· Attachment 4 - Project Plans
· Attachment 5 - Planning Commission Resolution No. 28-22 · Attachment 6 - Planning Commission Minutes, October 17, 2022 · Attachment 7 - Planning Commission Staff Report, October 17, 2022 (excluding plans and Cultural Resources Assessment and Addendum)
· Attachment 8 - Cultural Resources Assessment and Addendum · Attachment 9 - Santa Fe Depot Specific Plan Excerpts
· Attachment 10 - Depot-Plaza Pedestrian Connection Study Excerpts City of Orange Page 4 of 4 Printed on 11/10/2022
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ORDINANCE NO. 08-22

AN ORDINANCE OF THE CITY COUNCIL OF

THE CITY OF ORANGE APPROVING A

DEVELOPMENT AGREEMENT WITH OLD

TOWN GATEWAY, LLC FOR A PROJECT ON A
SITE LOCATED AT 401 W. CHAPMAN AVENUE
AND 135 N. ATCHISON STREET.

DEVELOPMENT AGREEMENT NO. 0008-22
APPLICANT: OLD TOWN GATEWAY, LLC
WHEREAS, the Planning Commission conducted a duly advertised public hearing on October 17, 2022, at which time interested persons had an opportunity to testify either in support of or opposition to a project consisting of rehabilitation of two historic buildings, demolition of non-historic sheds, construction of two new commercial buildings with floor areas of 3,470 sq. ft. and 4,140 sq. ft., construction of a public pedestrian walkway, and lot consolidation on a 30,300 square foot site located at 401 W. Chapman Avenue and 135 N. Atchison Street, including Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20 and Design Review No. 5011-20 (the “Project”); and
WHEREAS, in conjunction with the Project, a Development Agreement application was filed by OLD TOWN GATEWAY, LLC as authorized by the City of Orange Municipal Code; and
WHEREAS, the Development Agreement application was processed in the time and manner consistent with state and local law; and
WHEREAS, the Planning Commission unanimously recommended approval of the Project and the Development Agreement and determined that the Project is categorically exempt from the provisions of the California Environmental Quality Act (“CEQA”) per State CEQA Guidelines Section 15331 (Class 31 – Historical Resource Rehabilitation/Restoration) and 15332 (Class 32 – Infill Development Projects) and no public review is required; and WHEREAS, the City Council conducted a duly advertised public hearing on November 15, 2022, at which time interested persons had an opportunity to testify either in support of or opposition to the Project and the Development Agreement.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ORANGE DOES ORDAIN AS FOLLOWS:

SECTION I:

1. The Development Agreement is consistent with the objectives, policies, general land uses, and programs specified in the General Plan and any applicable specific plan or redevelopment plan.
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2 The Development Agreement and related enhanced public benefits offered in conjunction with the Project are consistent with the objectives, policies, general land uses, and programs specified in the General Plan and any applicable specific plan or redevelopment plan.

The General Plan Economic Development Element calls for the City to strengthen the City’s economic base and stimulate employment through new commercial and industrial development and expansion.

2. The Development Agreement is compatible with the uses authorized in the district or planning area in which the real property is located.

The Development Agreement and related enhanced public benefits offered in conjunction with the Project are compatible with the uses authorized in the district or planning area in which the real property is located.

3. The Development Agreement is in conformity with the public necessity, public convenience, general welfare, and good land use practices.

The Development Agreement and related enhanced public benefits offered in conjunction with the Project are consistent with public necessity, public convenience, and general welfare through the improvement of vacant property, the expansion of employment opportunities, increased sales tax revenues, and improved pedestrian access to and from the Santa Fe Depot.

4. The Development Agreement will be beneficial to the health, safety, and general welfare consistent with the policy of the City with respect to development agreements as provided in Section 17.44.200.

The development of the site replaces an underutilized and unrehabilitated property with a modern, attractive commercial development that is beneficial to the local economy and generates revenue to support local government services that improve the quality of life for the community.

5. The Development Agreement will not adversely affect the orderly development of property in the City.

The Development Agreement and related enhanced public benefits offered in conjunction with the Project will ensure that it is compatible with the existing development of the surrounding area.

SECTION II:

The Development Agreement for the Project is approved and adopted as shown in Exhibit “A,” attached hereto and incorporated herein by reference.

SECTION III:

The Development Agreement described in Section II is consistent with the finding of categorical exemption pursuant to CEQA Guideline 15331 (Class 31 – Historical Resource 1081
3 Rehabilitation/Restoration) and 15332 (Class 32 – Infill Development Projects) for Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20 and Design Review No. 5011-20 and no further environmental analysis is necessary because technical studies were prepared and found no impact to environmental issues related to traffic, noise, air quality, energy, greenhouse gas emissions, and water quality. No environmental public review is required because:

1. The structures on the site have been closely evaluated in the Cultural Resource Assessment and Addendum, with the buildings confirmed as contributors to the historic district planned for restoration and rehabilitation. While the assorted structures constructed outside of the period of significance for the historic district are over 50 years old, their modifications, dates of construction, and characteristics do not support their classification as contributors to the historic district. As non-contributors, their demolition does not represent an adverse effect on the historic district; and

2. The project site is less than 5 acres in size, is located in an urbanized area served by infrastructure, and on a site where the General Plan and zoning allow the proposed uses.

SECTION IV:

If any section, subdivision, paragraph, sentence, clause or phrase of this Ordinance is for any reason held to be invalid or unconstitutional, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance, and each section, subdivision, paragraph, sentence, clause and phrase thereof, irrespective of the fact that any one (or more) section, subdivision, paragraph, sentence, clause or phrase had been declared invalid or unconstitutional.

SECTION V:

The City Clerk is hereby directed to certify the adoption of this Ordinance and cause the same to be published as required by law. This Ordinance shall take effect thirty (30) days from and after the date of its final passage.

ADOPTED this ____ day of ________________, 2022.
________________________________________
Mark A. Murphy, Mayor, City of Orange
ATTEST:
________________________________________
Pamela Coleman, City Clerk, City of Orange
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4 STATE OF CALIFORNIA )

COUNTY OF ORANGE )

CITY OF ORANGE )
I, PAMELA COLEMAN, City Clerk of the City of Orange, California, do hereby certify that the foregoing Ordinance was introduced at the regular meeting of the City Council held on the ___ day of _____________, 2022, and thereafter at the regular meeting of said City Council duly held on the ___ day of ____________, 2022 was duly passed and adopted by the following vote, to wit:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:
________________________________________
Pamela Coleman, City Clerk, City of Orange
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EXHIBIT “A”

DEVELOPMENT AGREEMENT
[Beneath this sheet.]
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EXEMPT FROM RECORDER’S FEES
Pursuant to Government Code §§ 6103 and 27383
Recording requested by and when recorded return to:

City Clerk
City of Orange
300 East Chapman Avenue
Orange, CA 92866
(SPACE ABOVE FOR RECORDER’S USE)

DEVELOPMENT AGREEMENT

BY AND BETWEEN

CITY OF ORANGE,
a California Municipal Corporation,
and

OLD TOWNE GATEWAY, LLC,
a California Limited Liability Company
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DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (the “Agreement”) is entered into as of _____________________, 2022 (“Effective Date”), by and between OLD TOWNE GATEWAY, LLC (“OWNER”), and the CITY OF ORANGE, a municipal corporation, organized and existing under the laws of the State of California (“CITY”), pursuant to the authority of California Government Code Sections 65864 et seq. (“Development Agreement Law”) and California Constitution Article XI, Section 7 as implemented through Orange Municipal Code Chapter 17.44.

RECITALS
This Agreement is predicated upon the following facts:

A. These Recitals refer to and utilize certain capitalized terms which are defined in this Agreement. The parties intend to refer to those definitions in conjunction with the use thereof in these Recitals.

B. Development Agreement Law authorizes CITY to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property in order to, among other matters, ensure high quality development in accordance with comprehensive plans; provide certainty in the approval of development projects so as to avoid the waste of resources and the escalation in the cost of development to the consumer; provide assurance to the applicants for development projects that they may proceed with their projects in accordance with existing policies, rules and regulations and subject to conditions of approval, in order to strengthen the public planning process and encourage private participation in comprehensive planning and reduce the private and public economic costs of development; and provide for benefits to OWNER for the construction and financing of certain public improvements and public benefits.

C. OWNER has a legal and equitable interest in and plans to rehabilitate two historic buildings for restaurant uses, demolish non-historic sheds, and construct two new restaurant buildings totaling 7,610 square feet on the property located at 401 W. Chapman Avenue. (the “Project”).

D. OWNER has applied for, and CITY has approved the Project with Major Site Plan Review No. 1013-20, Design Review No. 5011-20, and Tentative Parcel Map No. 0017-20 (the “Existing Project Approvals”), and adopts this Agreement in order to create a Project and a physical environment that will conform to and complement the goals of CITY, consistent with the elements and policies of CITY’s General Plan.

E. In consideration of the substantial public improvements and benefits to be provided by OWNER and the Project, and in order to strengthen the public financing and planning process and reduce the economic costs of development, by this Agreement CITY intends to give OWNER assurance that OWNER can proceed with the development of the Project for the Term of this Agreement pursuant to the terms and conditions of this Agreement and in accordance with CITY’s General Plan, ordinances, policies, rules and regulations existing as of the Effective Date. In reliance on CITY’s covenants in this Agreement concerning the 1086
2 Development of the Property, OWNER has and will in the future incur substantial costs in site preparation and the construction and installation of major infrastructure and facilities in order to make the Project feasible.

F. Pursuant to Section 65867.5 of the Development Agreement Law, the City Council has found and determined that: (i) this Agreement and the Existing Project Approvals implement the goals and policies of CITY’s General Plan, provide balanced and diversified land uses and impose appropriate standards and requirements with respect to land development and usage in order to maintain and improve the overall quality of life and the environment within CITY; (ii) this Agreement is in the best interests of and not detrimental to the public health, safety and general welfare of CITY and its residents; (iii) adopting this Agreement is consistent with CITY’s General Plan and constitutes a present exercise of CITY’s police power; and (iv) this Agreement is being entered into pursuant to and consistent with the requirements of Section 65867 of the Development Agreement Law and Orange Municipal Code Chapter 17.44.

G. CITY and OWNER agree that it may be beneficial to enter into additional agreements or to modify this Agreement with respect to the implementation of the separate components of the Project when more information concerning the details of each component is available, and that this Agreement should expressly allow for such contemplated additional agreements or modifications to this Agreement.

NOW, THEREFORE, pursuant to the authority contained in Development Agreement Law, as it applies to CITY, pursuant to California Constitution Article XI, Section 7, and in consideration of the foregoing recitals of fact, all of which are expressly incorporated into this Agreement, the mutual covenants set forth in this Agreement and for other consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Definitions. The following words and phrases are used as defined terms throughout this Agreement, and each defined term shall have the meaning set forth below.

1.1 Authorizing Ordinance. The “Authorizing Ordinance” means Ordinance No. 08-22 approving this Agreement.

1.2 City Council. “City Council” means the duly elected and constituted city council of CITY.

1.3 Development. “Development” means the improvement of 401 W. Chapman Avenue in the City of Orange (the “Property”) for purposes of completing the Project, including, without limitation: grading, the construction of infrastructure and public facilities related to the Project (whether located within or outside the Property), the construction of structures and buildings and the installation of landscaping.

1.4 Development Plan. The “Development Plan” consists of the Existing Project Approvals, the Existing Regulations, and those Future Project Approvals (such as precise development plans) contemplated, necessary, and requested by OWNER to implement the Project Approvals.
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3 1.5 Development Transferee. “Development Transferee” means an assignee or transferee from OWNER of all or a portion of OWNER’s interest in the Property pursuant to Section 3 and the successors and assigns of any such transferee.

1.6 Effective Date. “Effective Date” means the date that the Authorizing Ordinance becomes effective.

1.7 Existing Project Approvals. “Existing Project Approvals” are those Project Approvals, including Major Site Plan Review No. 1013-20, Design Review No. 5011-20, and Tentative Parcel Map No. 0017-20 which have been approved by the CITY on October 17, 2022, consistent with the Existing Regulations.

1.8 Existing Regulations. “Existing Regulations” means those ordinances, rules, regulations, policies, requirements, guidelines, constraints or other actions of CITY, other than site-specific Project Approvals, which purport to affect, govern or apply to the Property or the implementation of the Development Plans in effect on October 17, 2022.

1.9 On-Site Improvements. “On-Site Improvements” means physical infrastructure improvements or facilities that are or will be located on the Property.

1.10 OWNER. “OWNER” is Old Towne Gateway, LLC, a California limited liability company and successors and assigns.

1.11 Project Approvals. “Project Approvals” means Major Site Plan Review No. 1013-20, Design Review No. 5011-20, and Tentative Parcel Map No. 0017-20 and any future Project-related entitlements approved by CITY.

2. Term and Termination.

2.1 The Term of this Agreement shall commence on the Effective Date and shall extend for a period of three (3) years thereafter, terminating at the end of the day preceding the third anniversary of the Effective Date, subject to specific extensions, revisions and termination provisions of this Agreement. The Existing Project Approvals are valid and shall not expire for the Term of this Agreement (as such Term may be extended). If construction has commenced within such three (3) year period, the Term of this Agreement shall automatically be extended until the completion of the events specified in Section 2.2.2. Once an occupancy permit has been issued for the Project, or the Project is otherwise vested pursuant to California law, the Existing Project Approvals and OWNER Obligations shall be deemed permanently vested and control the use of the Property.

2.2 This Agreement shall be deemed terminated and of no further effect upon the occurrence of either of the following events:

2.2.1 If termination occurs pursuant to any specific provision of this Agreement; or

2.2.2 Completion of the total build-out of the Project pursuant to the terms of this Agreement and CITY’s issuance of all required occupancy permits and acceptance of all dedications and improvements required to complete Development of the Project. 1088
4 2.3 The termination of this Agreement shall not affect any right or duty arising independently from entitlements issued by CITY or other land use approvals approved concurrently or subsequent to the approval of this Agreement.

3. Transfers and Assignments.

3.1 Right to Assign. OWNER shall have the right to sell, assign or otherwise transfer all or any portion of its interests in the Property together with all its right, title and interest in this Agreement, or the portion thereof which is subject to transfer (the “Transferred Property”) to a Development Transferee at any time during the Term of this Agreement. In the event of any such sale, assignment, or other transfer (i) OWNER shall notify CITY thirty (30) days prior to such event of the name of the Development Transferee, together with the corresponding entitlements being transferred to such Development Transferee; and (ii) the agreement between OWNER and such Development Transferee pertaining to such transfer shall provide that either OWNER or the Development Transferee shall be liable for the performance of those obligations of OWNER under this Agreement which relate to the Transferred Property, if any. Each Development Transferee and OWNER shall notify CITY in writing which entity shall be liable for the performance of each respective obligation hereunder within thirty (30) days prior to the date of any sale, assignment or transfer pursuant to this subsection. OWNER shall be released from any obligations assumed by a Development Transferee.

3.2 Effect of Noncompliance. From and after the assumption of obligations under this Agreement by a Development Transferee pursuant to Section 3.1, noncompliance by any such Development Transferee with the terms and conditions of this Agreement assumed by such Development Transferee shall entitle CITY to pursue any and all of its rights under this Agreement so assumed against such Development Transferee, but such noncompliance shall not be deemed a default or grounds for termination hereof with respect to, or constitute cause for CITY to initiate enforcement action against, other persons then owning or holding interest in the Property or any portion thereof and not themselves in default hereunder. Similarly, noncompliance by OWNER with respect to any terms and conditions of this Agreement not assumed by such Development Transferee shall entitle CITY to pursue any and all of its rights under this Agreement retained by OWNER against OWNER, but such noncompliance by OWNER shall not be deemed a default or grounds for termination hereof with respect to, or constitute cause for CITY to initiate enforcement action against, such Development Transferee or other persons then owning or holding interest in the Property or any portion thereof and not themselves in default hereunder.

3.3 Rights of Successors and Assigns. Except as otherwise set forth in this Agreement, a Development Transferee shall have all of the same rights, benefits and obligations of OWNER under this Agreement.

4. Revisions to Development Agreement.

4.1 Initiation of Amendment. Either party may propose an amendment to this Agreement when that party believes it would be beneficial to enter into additional agreements or modification of this Agreement in connection with the implementation of the separate components of the Project.
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5 4.2 Procedure. Except as set forth in Section 4.5 below, the procedure for proposing and adopting an amendment to this Agreement shall be the same as the procedure followed for entering into this Agreement in the first instance.

4.3 Cancellation. Either party may propose cancellation of this Agreement.

4.4 Consent. Except as expressly provided in this Agreement, any amendment to or cancellation of this Agreement shall require the written consent of both parties. No amendment to or cancellation of all or any provision of this Agreement shall be effective unless set forth in writing and signed by duly authorized representatives of each party.

4.5 Consent of OWNER. Where an assignee of OWNER applies for an amendment to this Agreement, the written consent of OWNER shall always be required before CITY approval of the amendment unless the Development Transferee has assumed all obligations under this Agreement. Further, an assignee shall not be required to approve an amendment to this Agreement. The recordation of this Agreement shall serve as notice to all assignees of the provisions of this Agreement.

4.6 Operating Memoranda. The parties acknowledge that refinements and further development of the Project may demonstrate that 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. If and when the parties mutually find that changes, adjustments, or clarifications are appropriate to further the intended purposes of this Agreement, they may, unless otherwise required by law, effectuate such changes, adjustments, or clarifications without amendment to this Agreement as specified in the Project Approvals, and through operating memoranda mutually approved by the parties. The Orange City Manager or designee, and any corporate officer or other person designated for such purpose in a writing signed by a corporate officer on behalf of OWNER, are authorized to execute said operating memoranda. After execution, said operating memoranda shall be attached hereto as addenda and become a part hereof and may be further changed and amended from time to time as necessary, with further approval by the parties. Unless otherwise required by law or by the Project Approvals, no such changes, adjustments, or clarifications shall require prior notice or hearing.

4.7 This Section shall not limit CITY’s or OWNER’s remedies as provided by Section 10.

5. Description of Development.

5.1 Development and Control of Development.

5.1.1 Project. During the Term of this Agreement, OWNER shall have the vested right to implement the Development pursuant to this Agreement and the Project Approvals and CITY shall have the right to control the Development of the Project in accordance with the terms and conditions of this Agreement.
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6 5.1.2 Permits and Future Project Approvals. CITY shall accept and timely process, in the normal and legal manner for processing such matters, all applications for Future Project Approvals called for or required under this Agreement. The Existing Project Approvals are in full force and effect and the expiration of such Existing Project Approvals shall not occur unless the Term of this Agreement expires, and vested rights have not been achieved under California law.

5.2 Rules, Regulations and Official Policies. Except as otherwise specified in this Agreement and the Project Approvals, the rules, regulations and official policies governing the permitted uses of the Property, the density and intensity of use of the Property, the provisions for reservation or dedication of land for public purposes and the design, improvement and construction standards and specifications applicable to Development of the Property shall be the Existing Regulations and the Existing Project Approvals. In connection with any subsequent approval or action which CITY is permitted or has the right to make under this Agreement relating to the Project, CITY shall exercise its discretion or take action in a manner which complies and is consistent with the Project Approvals, the Existing Regulations and such other standards, terms and conditions contained in this Agreement.

5.3 Reserved Authority.

5.3.1 Uniform Codes. This Agreement shall not prevent CITY from applying new rules, regulations and policies relating to uniform codes (such as the Uniform Building Code, National Electrical Code, Uniform Mechanical Code or Uniform Fire Code, as amended) adopted by the State of California, which new rules and regulations are necessary to preserve the health and safety of the residents of CITY or which CITY is required by state law to apply.

5.3.2 State and Federal Laws and Regulations.

5.3.2.1 Precedence of State and Federal Laws. In the event that state or federal laws or regulations 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.

5.3.2.2 Subsequent Amendment to Authorizing Statutes. This Agreement has been entered into in reliance upon the provisions of the Development Agreement Legislation in effect as of the Effective Date. Accordingly, to the extent that subsequent amendments to the Government Code would affect the provisions of this Agreement, such amendments shall not be applicable to this Agreement unless necessary for this Agreement to be enforceable or required by law or unless this Agreement is modified pursuant to the provisions set forth in this Agreement and Government Code Section 65868 as in effect on the Effective Date.

5.3.3 Regulation for Health and Safety. Notwithstanding anything to the contrary in this Agreement, CITY shall have the right to apply regulations (including 1091
7 amendments to the Existing Regulations) adopted by CITY after the Effective Date, in connection with any Project Approvals, or deny, or impose conditions of approval on, any Project Approvals provided that such application to the Development is required to protect the physical health and safety of existing or future residents or occupants of the Property, or any portion thereof or any lands adjacent thereto. OWNER may protest the imposition of any such regulations or conditions to the City Council or as otherwise provided by CITY rules or regulations while continuing to construct the Development.

5.3.4 Procedure For Application of New Regulations. CITY shall not apply to the Project any regulation, law, program, ordinance or action under Section 5.3.1, 5.3.2, or

5.3.3 (except for emergency ordinances adopted to protect health and welfare as set forth therein) which is not an Existing Regulation (“New Regulation”) without providing at least thirty (30) days’ prior written notice to OWNER of CITY’s intent to apply such New Regulation to the Project. OWNER shall have thirty (30) days from the date of such notice to review and evaluate the New Regulation and to serve CITY with a written protest (“Protest”) against the application of the New Regulation to the Project. If OWNER timely provides the Protest to CITY, then CITY will not apply the New Regulation to the Project until the City Council makes a finding, after a duly noticed public hearing, that such New Regulation does not conflict with the Existing Regulations as applied to the Project and is required (as opposed to permitted) to comply with state or federal laws or regulations after taking into consideration all reasonable alternatives.

Should OWNER elect to continue to construct the Development after receipt of notice of the applicability of any New Regulation described in Section 5.3.3 to such construction, OWNER does so at its own risk.

5.4 Vested Rights. By entering into this Agreement and relying thereon, OWNER obtains vested rights to proceed with the Project in accordance with the terms and conditions of this Agreement, and in accordance with, and to the extent of, the Project Approvals. By entering into this Agreement and relying thereon, CITY secures significant public benefits and facilities which enhance the public health, safety and welfare, a partial listing of which benefits is set forth in Section 6.

5.5 Consistency Between This Agreement and Current Laws. CITY represents that there are no rules, regulations, ordinances, policies or other measures of CITY in force as of the Effective Date that would interfere with Development and use of all or any part of the Project according to the Project Approvals and this Agreement. The parties understand and acknowledge that the Agreement is consistent with CITY’s General Plan and zoning for the Property.

5.6 Future Amendments to Development Plan. The following rules apply to future amendments to the Development Plan:

5.6.1 Compliance. Any Development Plan amendment which is not in compliance with Section 4 of this Agreement shall not apply to the Property or the Project while this Agreement is in effect.
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8 5.6.2 Concurrent Development Agreement Amendment. Any Development Plan amendment requiring amendment of this Agreement shall be processed concurrently with an amendment to this Agreement

5.6.3 Effect of Amendment. Except as expressly set forth within this Agreement or in any amendment to this Agreement, a Development Plan amendment will not alter, affect, impair or otherwise impact the rights, duties and obligations of the parties under this Agreement.

6. CITY and OWNER Benefits and Obligations.

6.1 CITY Benefits. The direct and indirect benefits CITY, its existing and future residents, will receive pursuant to the implementation of the Agreement include, but are not limited to, the following:

6.1.1 Rehabilitation of Property. The Development will result in the rehabilitation of a blighted property and restoration of historic buildings.

6.1.2 Sales Tax Revenue. The Development will generate sales tax revenue to support City services that improve the quality of life for residents.

6.1.3 Public Access Paseo. The dedication and maintenance by OWNER of a public access pedestrian walkway across the property between N. Atchison Street and N.

Cypress Street (see Attachment 1), will connect the train depot to the Plaza area and create a more walkable Old Towne. This will help achieve a key objective identified in the Santa Fe Depot Specific Plan by creating a pedestrian connection between the train depot and Metrolink Parking Structure to compensate for the narrow sidewalks along those blocks of Chapman Avenue.

6.2 OWNER Benefits. The direct and indirect benefits OWNER and its transferees or assigns will receive pursuant to the implementation of the Agreement include, but are not limited to, the following:

6.2.1 Parking. In recognition of OWNER’s dedication and maintenance of a public access pedestrian walkway, the Development will only be required to provide two parking spaces, both of which are ADA compliant.

6.2.2 Development Assurances. In recognition of the public benefits provided by OWNER, CITY provides OWNER with assurances that the Property may be developed in accordance with the Project Approvals and this Agreement. CITY agrees that it will not further restrict or limit the development of the Property in violation of this Agreement except in strict accordance with the Reserved Authority.

6.3 CITY Obligations. In recognition of the direct and indirect benefits to CITY by OWNER as provided in this Section 6, CITY agrees that it will not further restrict or limit the development of the Property in violation of this Agreement except in strict accordance with the Reserved Authority.
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9 6.4 OWNER Obligations. In recognition of the direct and indirect benefits to OWNER by CITY as provided in this Section 6, OWNER agrees as follows:

6.4.1 To provide a public access pedestrian walkway (paseo) in a location as depicted in the Existing Project Approvals.

6.4.2 To maintain in perpetuity the public access pedestrian walkway in good condition, free from any accumulation of debris and waste materials, and in compliance with all applicable laws.

7. Indemnification.

7.1 Defense Obligations. Except to the extent of the gross negligence or willful misconduct of the Indemnified Parties (as defined below), OWNER, and with respect to the portion of the Property transferred to them, the Development Transferees, agree during the term of this Agreement, to, at CITY’s request, defend CITY and its agents, officers, and employees (the “Indemnified Parties”) from and against any claims, including claims for attorneys’ fees, or proceeding against the Indemnified Parties to set aside, void or annul the approval of this Agreement or the Project Approvals.

7.2 Notification Obligation. CITY agrees to timely take all actions necessary or required to uphold the validity and enforceability of this Agreement and the Existing Regulations and shall promptly notify OWNER of any claim, action or proceeding brought challenging any provision of this Agreement or the Project Approvals. Should CITY fail to promptly and timely notify OWNER or cooperate fully or decide to terminate this Agreement, OWNER shall be relieved of its defense and indemnity obligations hereunder as to that specific claim, action or proceeding.

7.3 Selection of Counsel; Costs of Defense. OWNER and CITY shall jointly select legal counsel to conduct such defense which legal counsel shall represent both OWNER and CITY in defense of such action. OWNER and CITY shall meet and confer to determine the reasonable estimate of the costs of defense of any such claim or action and OWNER shall deposit a sufficient portion of said amount with CITY to ensure CITY that it will have sufficient funds to pay the costs of defense until a further deposit is required, if any. CITY will draw down on such funds to pay for costs of defense and may require additional deposits if it appears that the costs of defense will exceed the amount on deposit. CITY shall refund, without interest, any unused portions of the deposit once the claim or action is finally concluded.

7.4 Defense and Settlement. OWNER shall have the right to direct the prosecution, strategy and settlement of any defense hereunder in consultation with CITY, provided however, that CITY and OWNER agree not to unreasonably withhold or delay approval of the settlement of any claim or action which does not significantly impair the rights and obligations of either party under this Agreement or the Project Approvals.

7.5 Survival of Provisions. The indemnities set forth in this Section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to the Indemnified Parties and their successors. 1094
10 8. Relationship of Parties. The contractual relationship between CITY and OWNER is such that OWNER is independent from and not an agent or employee of CITY. CITY and OWNER hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained in this Agreement or in any document executed in connection with the Project shall be construed as making CITY and OWNER joint venturers or partners.

9. Periodic Review of Compliance with Agreement.

9.1 Periodic Review. CITY and OWNER shall review this Agreement at least once every twelve (12) month period from the Effective Date. CITY shall notify OWNER in writing of the date for review at least thirty (30) days prior thereto. Such periodic review shall be conducted in accordance with Government Code Section 65865.1.

9.2 Good-Faith Compliance. During each periodic review, OWNER shall be required to demonstrate good faith compliance with the terms of this Agreement. OWNER agrees to furnish such reasonable evidence of good faith compliance as CITY, in the exercise of its reasonable discretion, may require. If requested by CITY, CITY agrees to provide to OWNER, a Development Transferee or any party designated by OWNER or a Development Transferee, an estoppel certificate that OWNER or a Development Transferee is in compliance with the terms of this Agreement, provided OWNER reimburses CITY for all reasonable and direct costs and fees incurred by CITY with respect thereto.

9.3 Failure to Conduct Annual Review. The failure of CITY to conduct the annual review shall not be an OWNER default and OWNER shall not be entitled to any remedy for CITY failure to conduct the annual review.

9.4 Initiation of Review by City Council. In addition to the annual review, the City Council may at any time, but not more than once in any twelve (12) month period, initiate a review of this Agreement by giving written notice to OWNER. Within thirty (30) days following receipt of such notice, OWNER shall submit evidence to the City Council of OWNER’s good faith compliance with this Agreement and such review and determination shall proceed in the same manner as provided for the annual review.

9.5 Availability of Documents. If requested by OWNER, CITY agrees to provide to OWNER copies of any documents, reports or other items reviewed, accumulated or prepared by or for CITY in connection with any periodic compliance review by CITY, provided OWNER reimburses CITY for all reasonable and direct costs and fees incurred by CITY with respect thereto.

10. Events of Default; Remedies. Unless amended or canceled as provided in Section 4, or modified or suspended pursuant to Government Code Section 65869.5, or terminated pursuant to this Section 10, this Agreement is enforceable by either party hereto.

10.1 Defaults by OWNER. If CITY determines on the basis of substantial evidence that OWNER has not complied in good faith with the terms and conditions of this Agreement, CITY shall, by written notice to OWNER, specify the manner in which OWNER has failed to so comply and state the steps OWNER must take to bring itself into compliance (“First Default 1095
11 Notice”). CITY and OWNER shall meet in good faith for the purpose of resolving any disputes within fifteen (15) days of OWNER’s receipt of written notice of default from CITY. If CITY determines that following these meetings, OWNER is not taking necessary steps to cure such default, it shall provide notice of same to OWNER (“Second Default Notice”) and if, within thirty (30) days after the effective date of such notice OWNER has failed to so comply or OWNER does not commence all steps reasonably necessary to bring itself into compliance as required and thereafter diligently pursue such steps to completion, then OWNER may be deemed to be in default under the terms of this Agreement and CITY may initiate the process to terminate this Agreement pursuant to Development Agreement Legislation. In event of default by OWNER, except as provided in Section 10.3, CITY’s sole remedy for any breach of this Agreement by OWNER shall be CITY’s right to terminate this Agreement.

10.2 Defaults by CITY. If OWNER determines on the basis of substantial evidence that CITY has not complied in good faith with the terms and conditions of this Agreement, OWNER shall, by written notice to CITY, specify the manner in which CITY has failed to so comply and state the steps CITY must take to bring itself into compliance. CITY and OWNER shall meet in good faith for the purpose of resolving any disputes within fifteen (15) days of CITY’s receipt of written notice of default from OWNER. If OWNER determines that following these meetings, CITY is not taking necessary steps to cure such default, it shall provide notice of same to CITY and if, within thirty (30) days after the effective date of such notice, CITY has failed to so comply or CITY does not commence all steps reasonably necessary to bring itself into compliance as required and thereafter diligently pursue such steps to completion, then CITY shall be deemed to be in default under the terms of this Agreement and OWNER may initiate the process to terminate this Agreement and, in addition, may pursue any other remedy available at law or equity, including specific performance as long as such remedy is consistent with Section

10.3. 10.3 Specific Performance Remedy.

10.3.1 OWNER’s Remedies. Due to the size, nature and scope of the Project, it will not be practical or possible to restore the Property to its natural condition once implementation of this Agreement and the Project Approvals have begun. After such implementation, OWNER may be foreclosed from other choices it may have had to utilize the Property and provide for other benefits. OWNER has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would adequately compensate OWNER for such efforts. For the above reasons, CITY and OWNER agree that damages alone would not be an adequate remedy if CITY fails to carry out its obligations under this Agreement and that, in addition to any all other remedies OWNER may have at law or in equity, including, without limitation, claims for general, special or compensatory damages for any default under this Agreement, OWNER shall have the right to seek and obtain specific performance or injunctive relief as a remedy for any breach of this Agreement. OWNER may seek to enjoin any threatened or attempted violation of this Agreement, seek to enjoin any threatened or attempted violation hereof, or enforce by specific performance the obligations and rights of OWNER.
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12 10.3.2 CITY’s Remedies. CITY’s remedy of terminating this Agreement shall be sufficient if OWNER fails to carry out its obligations hereunder. Notwithstanding the above, CITY may not seek specific performance to require OWNER to construct the Development except to the extent that OWNER becomes otherwise obligated under this Agreement to construct any or all of the public facilities identified in the Development Plan. Nothing contained in this Agreement shall prevent OWNER from enforcing the right to seek a refund or return of a deposit made, or a fee paid, to CITY in accordance with the provisions of the Existing Rules.

10.4 Institution of Legal Action. OWNER may institute legal action to cure, correct or remedy any default, to enforce any covenants or agreements herein, to enjoin any threatened or attempted violation hereof, or to obtain any other remedies consistent with this Agreement.

Such legal action shall be heard by a referee approved by the Orange County Superior Court pursuant to the applicable procedures of California Code of Civil Procedure (“CCP”) Sections 638, et seq. OWNER and CITY shall agree upon a single referee who shall then try all issues, whether of fact or law, and report a finding and judgment thereon and issue all legal and equitable relief appropriate under the circumstances of the controversy before it. If OWNER and CITY are unable to agree on a referee within ten (10) days of a written request to do so by either party hereto, either party may seek to have one appointed pursuant to CCP Section 640. The cost of such proceeding shall initially be borne equally by the parties. Any referee selected pursuant to this Section 10.4 shall be considered a temporary judge appointed pursuant to California Constitution Article VI, Section 21.

10.5 Estoppel Certificates. Either party may at any time deliver written notice to the other party requesting an estoppel certificate (“Estoppel Certificate”) stating:

10.5.1 The Agreement is in full force and effect and is a binding obligation of the parties.

10.5.2 The Agreement has not been amended or modified either orally or in writing or, if so amended, identifying the amendments.

10.5.3 No default in the performance of the requesting party’s obligations under the Agreement exists or, if a default does exist, the nature and amount of any default.

A party receiving a request for an Estoppel Certificate shall provide a signed certificate to the requesting party within thirty (30) days after receipt of the request. The City Manager or designee may sign the Estoppel Certificate on behalf of CITY. Any officer of OWNER may sign on behalf of OWNER. An Estoppel Certificate may be relied on by assignees and mortgagees. In the event that one party requests an Estoppel Certificate from the other, the requesting party shall reimburse the other party for all reasonable and direct costs and fees incurred by such party with respect thereto.

11. Waivers and Delays.

11.1 No Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, and failure by a party to exercise its rights upon 1097
13 a default by the other party hereto, shall not constitute a waiver of such party’s right to demand strict compliance by such other party in the future.

11.2 Third Parties. Non-performance shall not be excused because of a failure of a third person, except as provided in Section 11.3.

11.3 Force Majeure. OWNER and CITY shall not be deemed to be in default where failure or delay in performance of any of their obligations under this Agreement is caused by floods, earthquakes, epidemics, other Acts of God, fires, wars, riots, or similar hostilities, strikes and other labor difficulties beyond OWNER or CITY control, including government regulations (including, without limitation, local, state and federal environmental and natural resource regulations), voter initiative or referenda, moratoria (including, without limitation, any “development moratorium” as that term is applied in Government Code Section 66452.6) or judicial decisions.

11.4 Extensions. The Term of this Agreement and the time for performance by OWNER or CITY of any of its obligations hereunder or pursuant to the Project Approvals shall be extended by the period of time that any of the events described in Section 11.3 or this Section 11.4 exist and/or prevent performance of such obligations; provided that, in no event shall any such extension exceed a total of twenty-four (24) months without the prior approval, in their sole and complete discretion, of both OWNER and CITY. Subject to this limit the Term shall be extended for delays arising from the following events for a time equal to the duration of each delay which occurs during the Term.

11.4.1 Litigation. The period of time after the Effective Date during which litigation related to the Project Approvals, which has the actual effect of delaying implementation of the Project, is pending, including any litigation pending on the Effective Date.

This period shall include any time during which appeals may be filed or are pending.

11.4.2 Referenda. Any referendum or petition initiative which would invalidate or delay the implementation of the Project Approvals.

11.4.3 Government Agencies. Any delay resulting from the acts or omissions of CITY or any other governmental agency or public utility and beyond the reasonable control of OWNER.

11.5 Notice of Delay. Each party shall give notice to the other of any delay that either party believes to have occurred as a result of the occurrence of any of the events described in Section 11.3 or 11.4. Such notice shall be provided as soon as either party becomes aware of any such delay, and in no event shall notice of a delay of any length be given later than sixty (60) days after the end of the delay or it shall be deemed waived.

12. General Provisions.

12.1 Binding Covenants. The provisions of this Agreement, to the extent permitted by law, shall constitute covenants which shall run with the Property for the benefit thereof, and the benefits and burdens of this Agreement shall bind and inure to the benefit of the parties and all successors in interest to the parties hereto.
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14 12.2 Notices. All notices required or provided for under this Agreement shall be in writing and either (i) delivered in person; or (ii) sent by certified mail, postage prepaid, return receipt requested; or (iii) sent by independent courier service or overnight delivery service.

Notices required to be given to CITY shall be addressed as follows:

City of Orange, City Manager
300 E. Chapman Avenue
Orange, CA 92866
Attn: City Manager
With a copy to:

City of Orange
300 E. Chapman Avenue
Orange, CA 92866
Attn: City Attorney
Notices required to be given to OWNER shall be addressed as follows:

Old Towne Gateway, LLC
606 E. Chapman Avenue
Orange, CA 92866
Attn: Al Ricci
Any notice given as required herein shall be deemed given only if in writing and upon delivery by one of the methods set forth above. A party may change its address for notices by giving notice in writing to the other party as required herein and thereafter notices shall be addressed and transmitted to the new address.

12.3 Attorneys’ Fees. If legal action is brought by either party against the other for breach of this Agreement or to compel performance under this Agreement, the prevailing party shall be entitled to an award of its costs, including reasonable attorneys’ fees, and shall also be entitled to recover its contribution for the costs of the referee referred to in Section 10.4 above as an item of damage and/or recoverable costs. If CITY is the prevailing party and uses in-house counsel in the litigation, it shall be entitled to recover attorneys’ fees at the hourly rate that OWNER is being charged by its attorney or at the in-house counsel’s fully burdened rate, whichever is higher.

12.4 Recording. This Agreement and any amendment or cancellation hereto shall be recorded by the City Clerk, in the Official Records of Orange County within ten (10) days after the Effective Date, as provided in Section 65868.5 of the Development Agreement Legislation.

12.5 Severability of Terms. 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 enforce.
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15 12.6 Rules of Construction and Miscellaneous Terms.

12.6.1 Interpretation and Governing Law. The language in all parts of this Agreement shall, in all cases, be construed as a whole and in accordance with its fair meaning.

This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. The parties understand and agree that this Agreement is not intended to constitute, nor shall be construed to constitute, an impermissible attempt to contract away the legislative and governmental functions of CITY, and in particular, CITY’s police powers. In this regard, the parties understand and agree that this Agreement shall not be deemed to constitute the surrender or abnegation of CITY’s governmental powers over the Property.

12.6.2 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

12.6.3 Gender. The singular includes the plural; the masculine gender includes the feminine; “shall” is mandatory, “may” is permissive.

12.6.4 Joint and Several Liability. If there is more than one signatory to this Agreement, their obligations are joint and several.

12.6.5 Time of Essence. Time is of the essence regarding each provision of this Agreement of which time is an element.

12.6.6 Recitals. All Recitals set forth herein are incorporated in this Agreement as though fully set forth herein.

12.6.7 Entire Agreement. This Agreement together with the Development Plan constitutes the entire agreement between the parties with respect to the subject matter hereof, and the Agreement supersedes all previous negotiations, discussion and agreements between the parties, and no parol evidence of any prior or other agreement shall be permitted to contradict or vary the terms hereof.

12.6.8 Not for Benefit of Third Parties. This Agreement and all provisions hereof are for the exclusive benefit of CITY and OWNER and its Development Transferees and shall not be construed to benefit or be enforceable by any third party.

13. Effect of Agreement on Title.

13.1 Effect on Title. OWNER and CITY agree that this Agreement shall not continue as an encumbrance against any portion of the Property as to which this Agreement has terminated.

13.2 Encumbrances and Lenders’ Rights.

13.2.1 OWNER and CITY hereby agree that this Agreement shall not prevent or limit any owner of any interest in the Property, or any portion thereof, at any time or from time to time in any manner, at its or their sole discretion, from encumbering the Property, the 1100
16 improvements thereon, or any portion thereof with any mortgage, deed of trust sale and leaseback arrangement or other security device. CITY acknowledges that any Lender (as hereinafter defined) may require certain interpretations of or modifications to the Agreement or the Project and CITY agrees, upon request, from time to time, to meet with the property owner(s) and/or representatives of such Lenders to negotiate in good faith any such request for interpretation or modification. CITY further agrees that it will not unreasonably withhold its consent to any such requested interpretation or modification to the extent such interpretation or modification is consistent with the intent and purpose of this Agreement. A default under this Agreement shall not defeat, render invalid, diminish or impair the lien of any Lender.

13.2.2 The mortgagee of a mortgage, or beneficiary of a deed of trust, or holder of any other security interest in the Property or any portion thereof and their successors and assigns, including without limitation the purchaser at a judicial or non-judicial foreclosure sale, or a person or entity which obtains title by deed-in-lieu of foreclosures (“Lender”) shall be entitled to receive a copy of any First Default Notice, as defined in Section 10.1, at the name and address Lender has provided to the City Clerk of CITY. As a pre-condition to the institution of any legal proceedings or termination proceedings, CITY shall deliver to all such Lenders written notification of any Second Default Notice. The Second Default Notice shall specify in detail the alleged default and the suggested means to cure it. Each such Lender shall have the right, at its sole option, to cure such default within seventy-five (75) days of receipt of the Second Default Notice or, if such default cannot be reasonably cured within seventy-five (75) days, to commence and diligently pursue a cure of such default, in which case CITY shall not terminate this Agreement or otherwise institute legal proceedings. Within twenty (20) days of receipt of the Second Default Notice, such Lenders shall provide written notice to CITY as to whether such Lender intends to cure the default. If CITY does not receive such notice within twenty (20) days, the Lender shall be deemed to have elected not to cure and CITY may pursue all available remedies provided to it under this Agreement.
[Remainder of page intentionally left blank; signatures on next page] 1101
17 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year dated below.

Dated: , 2022 “CITY”

THE CITY OF ORANGE,
a municipal corporation,
By:

Mark A. Murphy, Mayor
ATTEST:

Pamela Coleman, City Clerk
APPROVED AS TO FORM:

Gary A. Sheatz, City Attorney
Dated: , 2022 “OWNER”

OLD TOWNE GATEWAY, LLC,
a California limited liability company,
By:
[Notary Acknowledgments Attached]
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ATTACHMENT 1
[Exhibits A and B – Legal Description and Sketch]
1103
1104
1105
1106
RESOLUTION NO. 11421

A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF ORANGE APPROVING MAJOR
SITE PLAN REVIEW NO. 1013-20, TENTATIVE
PARCEL MAP NO. 0017-20, DESIGN REVIEW
NO. 5011-20 AND DEVELOPMENT AGREEMENT
NO. 0008-22 TO REHABILITATE TWO
HISTORIC BUILDINGS AND REMOVE NONHISTORIC SHEDS TO CONSTRUCT TWO NEW

COMMERCIAL BUILDINGS AND CREATE A
PEDESTRIAN PASEO AT 401 W. CHAPMAN
AVENUE AND 135 N. ATCHISON STREET
APPLICANT: OLD TOWN GATEWAY, LLC
WHEREAS, Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011-20 and Development Agreement No. 0008-22 were filed by Old Town Gateway, LLC, in accordance with the provisions of the Orange Municipal Code (OMC); and WHEREAS, Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011-20 and Development Agreement No. 0008-22 were processed in the time and manner prescribed by state and local law; and
WHEREAS, Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011-20 and Development Agreement No. 0008-22 are categorically exempt from the provisions of the California Environmental Quality Act (CEQA) per State CEQA Guidelines Section 15331 (Class 31 – Historical Resource Rehabilitation/Restoration) and 15332 (Class 32 – Infill Development Projects). There is no public review required; and WHEREAS, on April 20, 2022, the Staff Review Committee reviewed Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011-20 and Development Agreement No. 0008-22 and recommended that the application proceed; and WHEREAS, on September 8, 2022, the Design Review Committee reviewed Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011-20 and Development Agreement No. 0008-22 and recommended by a unanimous vote that the Planning Commission recommend denial of the project based on its inability to make the necessary findings for approval; and
WHEREAS, the Planning Commission conducted one duly advertised public hearing on October 17, 2022, for the purpose of considering Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011-20, and Development Agreement No. 0008- 22 and recommended by a unanimous vote that the City Council approve the project subject to recommended conditions of approval.
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2 NOW, THEREFORE, BE IT RESOLVED that the City Council approve Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011-20, and Development Agreement No. 0008-22 to rehabilitate two historic buildings, demolish non-historic sheds, construct two new commercial buildings with floor areas of 3,470 sq. ft. and 4,140 sq. ft. and related site improvements, create a pedestrian paseo and effect lot consolidation based on the following findings:

SECTION 1 – FINDINGS
General Plan Finding:

1. The project must be consistent with the goals and policies stated within the City’s General Plan.

The project is consistent with the goals and policies of the Land Use, Economic Development, Circulation and Mobility, Cultural Resources and Historic Preservation, and Urban Design Elements of the General Plan in that the project rehabilitates historic structures that are contributors to the Old Towne Orange Historic District, transitions the property from a mix of under-utilized commercial buildings and a contractor’s storage yard to a refreshed mix of commercial uses, including two new buildings that reinforce the street edge along N. Cypress Street, integrate pedestrian-oriented storefronts, plaza, and paseo elements that encourage pedestrian activity and the movement of people into and through the site. Project implementation supports linkage between the multi-modal transportation options at the Orange Transportation Center to the commercial, residential, and institutional uses in Old Towne.

Major Site Plan Review Findings:

1. The project design is compatible with surrounding development and neighborhoods (OMC

17.10.060.H.1).

The project has been designed in a manner that respects the historic industrial railroad corridor environment with new infill buildings incorporating the simple, understated forms of many of the industrial and commercial buildings in the surrounding environs.

Architectural details of the new infill buildings reflect contemporary interpretation of traditional architectural features. Building materials reference historic building fabric, and storefronts have been designed to respond to the sidewalk environment. The removal of non-historic structures and fences from the site serves to highlight and reveal historic buildings that have been obscured from view over the years. The project design also responds to Depot Park to the west and the Hilbert Museum to the north through orientation of outdoor spaces and activated historic buildings along the Atchison Street frontage.

2. Major Site Plan approval shall be granted if the project conforms to City development standards and any applicable special design guidelines or specific plan requirements (OMC 17.10.060.H.2).
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3 The project conforms to the development, design, and streetscape standards of the Santa Fe Depot Specific Plan, Zoning Ordinance, as well as the Historic Preservation Design Standards for Old Towne Orange. In the case of parking, while the project does not strictly adhere to the parking requirements of the Santa Fe Depot Specific Plan, the Development Agreement associated with the project entitlements provides a formal relief from 18 of the 20 required parking spaces in exchange for dedication of a publicly accessible pedestrian paseo that implements a segment of the City’s 2008 Depot-Plaza Pedestrian Connection Study.

3. Major Site Plan approval shall be granted if the project provides for safe and adequate vehicular and pedestrian circulation, both on- and off-site (OMC 17.10.060.H.3).

The project provides safe and adequate circulation that responds to the highly pedestrianoriented atmosphere of Old Towne Orange. The project supports activity at the Orange Transportation Center by providing a revitalized commercial property with interactive street frontage and uses available to bus and rail patrons. The pedestrian paseo integrated into the site provides pedestrians with a protected mid-block linkage alternative to the narrow Chapman Avenue sidewalk and high traffic volumes. The site itself has a strong pedestrian orientation, but accommodates accessible parking spaces and a loading area for business activity.

4. Major Site Plan approval shall be granted if City services are available and adequate to serve the project (OMC 17.10.060.H.4).

A review of the project with all City Departments concludes that City services will be available and adequate to serve this site, including water, sewer, police, and fire services.

Conditions of approval have been included to address necessary infrastructure upgrades associated with project demand.

5. Major Site Plan approval shall be granted if the project has been designed to fully mitigate or substantially minimize adverse environmental effects (OMC 17.10.060.H.5).

No environmental effects have been identified for the project. Conditions of approval have been included to address potential short-term impacts to noise associated with construction.

Design Review Findings:

1. In the Old Towne Historic District, the proposed work conforms to the prescriptive standards and design criteria referenced and/or recommended by the DRC or other reviewing body for the project (OMC 17.10.070.G.1).

The proposed project is in conformance with the Old Towne Design Standards and Santa Fe Depot Specific Plan design standards (collectively, Standards). As discussed in the Analysis section of the associated staff report, the proposed project meets the Secretary of the Interior’s Standards for Rehabilitation. The existing conditions and character defining 1109
4 features of the site and buildings will be retained and revealed, and changes to the site associated with the new buildings, plaza space, and outdoor dining areas will be made in a manner consistent with retaining the historic integrity as a contributing historic resource to the Old Towne Historic District. The adaptive reuse, in particular of 135 N. Atchison Street will make the building publicly accessible and put it into active use. Features of the site proposed to be demolished are dated from outside of the period significance for the historic district and further evaluation confirms their non-contributing status.

Atchison Street building will re-introduce this historic structure to street visibility from both the Atchison and Lemon Street frontages. The form, mass, and scale of the infill buildings have been designed to differentiate old from new and complement the historic structures on the site. Their simple forms and contemporary application of historically referenced materials respect the integrity of the site and surrounding historic industrial and rail corridor context.

2. In any National Register Historic District, the proposed work complies with the Secretary of the Interior’s Standards and Guidelines (OMC 17.10.07.G.2).

The proposed project respects the integrity of the historic structures on the site by removing non-historic sheds, accessory structures, and fence material that hides the N. Atchison Street Mission Revival structure from view and includes an adaptive re-use that enables that building to also be used by the public. The site plan and infill buildings elevate the appearance of the historic buildings, with the planned outdoor spaces providing a higher quality visual setting for viewing historic building materials and architectural features. The historic physical relationship between 401 W. Chapman Avenue and 135 N. Atchison Street will be revealed with removal of the non-historic building additions and accessory structures added to the site over time.

3. The project design upholds community aesthetics through the use of an internally consistent, integrated design theme and is consistent with all adopted specific plans, applicable design standards, and their required findings (OMC 17.10.07.G.3).

The proposed project represents an integrated design theme that is internally consistent through the use of historically referenced building materials on the new building elevations.

Infill building forms and materials also reflect the traditional historic industrial character of the Santa Fe Depot Specific Plan area. The use of brick and steel, along with the shape of the storefront openings facing N. Cypress Street respond to the surrounding context.

The design of the new buildings makes them subordinate to the primary historic structure at 401 W. Chapman Avenue, and their placement functions to provide a clear view of the 135 N. Atchison building from N. Cypress Street.

SECTION 2 – ENVIRONMENTAL REVIEW
Categorical Exemption: The proposed project is categorically exempt from the provisions of the CEQA per State CEQA Guidelines 15331 (Class 31 – Historical Resource 1110
5 Rehabilitation/Restoration) and 15332 (Class 32 – Infill Development Projects). Regarding the Class 31 exemption, the structures on the site have been closely evaluated in the Cultural Resource Assessment and Addendum, with the buildings planned for restoration and rehabilitation confirmed as contributors to the historic district. While the assorted structures constructed outside of the period of significance for the historic district are over 50 years old, their modifications, dates of construction, and characteristics do not support their classification as contributors to the historic district. As non-contributors, their demolition does not represent an adverse effect on the historic district.

Technical studies were prepared related to traffic, noise, air quality, energy, greenhouse gas emissions, and water quality to evaluate whether the proposed project qualifies for a Categorical Exemption from CEQA. The studies found no impact to these environmental issues. The Technical Report concluded that the proposed project is categorically exempt Guideline 15332 (Class 32 – Infill Development Projects) because the project site is less than 5 acres in size, is located in an urbanized area served by infrastructure, and is on a site where the General Plan and zoning allow the proposed uses. Based on all of the above, no environmental public review is required.

SECTION 3– CONDITIONS OF APPROVAL
BE IT FURTHER RESOLVED that the following conditions are imposed:

General:

1. These conditions shall be reprinted on the second page of the construction documents when submitted to the Building Division for the plan check process.

2. The applicant shall comply with all conditions of approval contained within Planning Commission Resolution No. PC 28-22 associated with Major Site Plan Review No. 1072- 21 and Design Review No. 5059-21.

3. The applicant agrees to indemnify, hold harmless, and defend the City, its officers, agents and employees from any and all liability or claims that may be brought against the City arising out of its approval of this permit, save and except that caused by the City’s active negligence. The City shall promptly notify the applicant of any such claim, action, or proceedings and shall cooperate fully in the defense.

4. All construction shall conform in substance and be maintained in general conformance with plans and exhibits labeled as Attachment 3 in the October 17, 2022, Planning Commission staff report, including modifications required by the conditions of approval, and as recommended for approval by the Planning Commission.

5. Except as otherwise provided herein, this project is approved as a precise plan. After any application has been approved, if changes are proposed regarding the location or alteration of any use or structure, a changed plan may be submitted to the Community Development Director for approval. If the Community Development Director determines that the proposed change complies with the provisions and the spirit and intent of the approval action, and that the action would have been the same for the changed plan as for the approved plot plan, the Community Development Director may approve the changed plan administratively.
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6 6. Subsequent modifications to the approved architecture and color scheme shall be submitted for review and approval to the Community Development Director or designee. Should the modifications be considered substantial, the Director may refer the review to the Design Review Committee.

7. Any modifications to the plans including, but not limited to, the landscaping and parking as a result of other Department requirements such as Building Codes, Water Quality, Fire, or Police shall be submitted for review and approval to the Community Development Director or designee. Should the modifications be considered substantial, the modifications shall be reviewed and approved by the Planning Commission.

8. Any future expansion in area or in the nature and operation of the use approved by Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011-20 and Development Agreement No. 0008-22 shall require new or amended applications.

9. If not utilized, project approval expires 24 months from the approval date. Extensions of time may be granted, if requested in writing in accordance with OMC Section 17.08.060.

The Planning entitlements expire unless building permits are pulled within 24 months of the original approval.

10. The applicant shall comply with all federal, state, and local laws, including all City regulations. Violation of any of those laws in connection with the use will be cause for revocation of this permit.

11. Building permits shall be obtained for all future construction work, as required by the City’s Building Division. Failure to obtain the required building permits will be cause for revocation of this permit.

12. All signage shall comply with the Historic Preservation Design Standards for Old Towne Orange, the Santa Fe Depot Specific Plan, and OMC Chapter 17.36 - Sign Regulations.

13. Grading operations shall be restricted to Monday through Friday between the hours of 7:30 a.m. and 5:00 p.m., with limited grading as necessary permitted on Saturdays between the hours of 8:00 a.m. and 4:30 p.m. Mechanics may service the equipment up to two hours after each shift.

14. All construction activities shall conform to the City’s Noise Ordinance, OMC Chapter 8.24, and shall be limited to the hours between 7:00 a.m. and 8:00 p.m. Monday through Saturday. No construction activity will be permitted on Sundays and Federal holidays.

15. Any new lighting on the premises shall be installed in such a way to direct, control, and screen the lighting to prevent off site light spillage onto adjoining properties and shall not be a nuisance to any point beyond the exterior boundaries of the property.

16. Prior to building permits, the applicant shall demonstrate to the satisfaction of the Community Development Director that all mechanical and air conditioning equipment shall be shielded and screened from view from adjacent streets and properties. The 1112
7 screening shall be integrated architecturally with the building and painted to match the walls of the building.

17. Prior to building permits, all required parking spaces shall be shown on construction documents as doubled striped to City standards.

18. The project approval includes certain fees and/or other exactions. Pursuant to Government Code Section 66020, these conditions or requirements constitute written notice of the fees and/or exactions. The applicant is hereby notified that the ninety (90) day protest period commencing from the date of approval of the project has begun. If the applicant fails to file a protest regarding these conditions or requirements, the applicant is legally barred from later challenging such exactions per Government Code Section 66020.

19. Prior to building permits, the applicant shall pay all applicable development fees, including but not limited to: City sewer connection, Orange County Sanitation District Connection Fee, Transportation System Improvement Program, Fire Facility, Police Facility, Park Acquisition, Sanitation District, and School District, as required.

20. Prior to building permits, the applicant shall pay any outstanding monies due to the City for Planning Division entitlement activities related to this project.

21. In conjunction with the operation of the business(es), the property owner shall be responsible to maintain the property to a level deemed adequate by the Community Development Director. This includes, but is not limited to, the buildings, on-site landscaping, trash areas, signage, utilities, property walls, and gates (if applicable).

22. Any graffiti shall be removed within 72 hours from the time the City of Orange Notice of Violation is received by the applicant/property owner.

23. In conjunction with the operation of the business(es), all noise levels generated shall conform to the levels allowed by the OMC.

24. Construction equipment shall be properly maintained per manufacturers specifications and fitted with the best available noise suppression devices (e.g., mufflers, silencers, wraps, etc.).

25. Construction equipment shall not idle for extended periods of time in the vicinity of sensitive receptors.

26. Prior to building permits, final landscaping plans for the project shall be designed to comply with the City’s Water Efficient Landscape Guidelines as described in Section IX et al of the City of Orange Landscape Standards and Specifications. The project landscape architect shall submit documentation certifying compliance with this requirement (Appendix B of the City of Orange Landscape Standards and Specifications) for review and approval by the Community Development Director or designee in coordination with the Public Works Director or designee.
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8 27. Prior to certificate of occupancy, all landscaping improvements shall be completed according to the approved plans, the City of Orange Water Efficient Landscape Guidelines, and City of Orange Landscape Standards and Specifications. The project landscape architect shall submit documentation certifying compliance with this requirement (Appendix E of the City of Orange Landscape Standards and Specifications) for review and approval by the Community Development Director or designee, in coordination with the Public Works Director or designee.

28. Prior to building permits, City required irrigation and landscape inspection notes, in accordance with the City of Orange Landscape Standards and Specifications, shall be placed on the final landscape plan, to the satisfaction of the Community Development Director or designee, in coordination with the Public Works Director or designee.

29. Landscape maintenance shall be performed in such a manner as to allow all trees to retain their full canopy height for screening and full canopy breadth for shade at point of maturity, except as required for public safety purposes.

30. Prior to building permits, the final landscape plan shall be reviewed and approved by the Public Works Director when the project is constructing Storm Water Quality Best Management Practices (BMPs) in landscaped areas.

31. Prior to building permits, the final landscape plan shall include a note that a fully automated irrigation system will be provided.

32. All landscape areas shall be maintained in a neat and healthy condition. Should the plant material die, the property owner/operator shall replace it with similar new plant material.

33. Prior to building permits, landscape plans shall include landscape area calculations needed for State landscape water use reporting.

34. Prior to certificate of occupancy, all parking lot improvements shall be completed according to the approved plans and to the satisfaction of the Community Development Director or designee.

35. Prior to building permits, the applicant shall prepare a final landscaping and irrigation plan consistent with the grading plans, site plans, and the conceptual landscaping plan as proposed for the project for the review and approval of the Community Development Director or designee, in coordination with the Public Works Director or designee.

36. Prior to building permits, all landscaping located within public areas shall be shown on the landscape plans and shall include the installation of root barriers acceptable to the Public Works Department on the sidewalk side of the tree, or where conditions warrant, the installation of a Deep Root box as directed by the Public Works Director.

37. The applicant shall revise the street tree identified on N. Cypress Street to appear on the landscape plan as Platanus Acerifolia ‘Columbia’. Prior to building permits, the applicant shall work with the Public Works Department to determine the quantity, size, spacing, and locations of street trees along all street frontages of the project. Contact and coordinate 1114
9 with the City’s Tree Services Coordinator, Micah Jean, (714)532-6470, [email protected].

Community Development:

38. The applicant shall submit a rehabilitation plan for each of the historic buildings that specifies the work that will be done on each building and explains the methods being used to ensure compliance with Secretary of Interior Standards for rehabilitation/restoration. This should include information about any necessary seismic upgrades and building infrastructure systems (mechanical, electrical, plumbing) and how those would be integrated into the buildings without damaging or disrupting character defining features or historic building materials. The rehabilitation program shall also address protection and any necessary reinforcement of the finials on the 401 W. Chapman Avenue building. The rehabilitation plan shall be submitted to the Planning Division for review and approval prior to demolition permits.

39. The applicant shall prepare digital photo documentation of the site before demolition of shed structures and building additions prior to a demolition permit, and then again during partial demolition prior to the building permits that can be used to both memorialize site conditions, and also to inform the rehabilitation plan required in Condition of Approval #38 and guide any refinements to that plan. This photo documentation shall be submitted to the Planning Division.

40. The applicant shall retain the historic bollards on the east elevation of the 401 W. Chapman Avenue building on either side of the two large bay openings. New windows and roll up doors shall be installed in a manner that do not disrupt the bollards and are set behind the bollards.

41. Prior to demolition permits the applicant shall submit updated DPR forms for the subject property to the Community Development Director reflecting the corrected status of the 112 N. Cypress Street building and the detailed property information discovered in the preparation of the December 2021 Cultural Resources Assessment and associated August 31, 2022 Addendum.

42. Overhead festoon string lights shall be installed in the paseo to coordinate with the overhead lighting in the alleyway/paseo across Cypress Street to the east of the project site.

The points of connection for this lighting shall be installed in a manner that does not damage historic building materials. If connected to the northern elevation of the 401 W.

Chapman building, any penetrations shall be placed in mortar joints.

43. Exterior building-mounted lighting shall be reviewed and approved by the Planning Division prior to building permits. Any lighting installed on the 401 W. Chapman Avenue building shall be installed in a manner in which conduit is hidden and wall penetrations are aligned with mortar joints so as not to damage the historic brick. LED light sources shall not exceed 3000K.
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10 44. Prior to building permits, the exterior colors for the addition to 401 W. Chapman Avenue and 135 N. Atchison Street, and trim elements of the two new infill buildings on N. Cypress Street shall be reviewed and approved by the Community Development Director or designee prior to the first building permit for the project.

45. If buried cultural materials are encountered during earthmoving operations associated with the project, all work in that area shall be halted or diverted until a qualified archeologist can evaluate the nature and significance of the finds.

46. In the event that human remains are encountered, in accordance with State Health and Safety Code Section 7050.5 no further disturbance shall occur until the County Coroner has made a determination of origin and disposition pursuant to Public Resources Code Section 5097.98. The County Coroner must be notified of the find immediately. If the remains are determined to be Native American, the County Coroner will notify the Native American Heritage Commission (NAHC), which will determine and notify a Most Likely Descendant (MLD). With the permission of the landowner of its authorized representative, the MLD may inspect the site of the discovery. The MLD shall complete the inspection within 48 hours of notification by the NAHC. The MLD will have the opportunity to offer recommendations for the disposition of the remains.

47. Prior to building permits, the applicant shall demonstrate to the satisfaction of the Community Development Director that all mechanical and air conditioning equipment shall be shielded and screened from view from adjacent streets and properties. The screening shall be integrated architecturally with the building and painted to match the walls of the building.

Fire:

48. Plans submitted for Building Plan Check shall comply with the California Fire Code as amended by the City and as frequently amended and in effect at the time of application for building permits.

49. Buildings identified as 1, 2, and 3 on the plans included as Attachment 3 to the October 17, 2022, Planning Commission staff report are required to be protected by an automatic fire sprinkler system installed in accordance with NFPA 13 as required by the City of Orange Ordinance 9-19. Fire sprinklers shall be incorporated into construction documents for review and approval by the Fire Department prior to building permits.

50. A fire department connection (FDC) for each building shall be included in the fire sprinkler system design for review and approval by the Fire Department prior to building permits.

The following requirements are applicable to the new structures and must be considered relative to the installation of the fire sprinkler system. Additionally, the information must be shown on the Site Plan.
a. The FDC shall not be affixed to the building;
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11 b. The FDC shall be located at least 40 feet away from the building; (with an exception for Building 1 to install at the corner of Chapman/ Atchison) Combination backflow/FDCs for buildings 2 & 3, may be placed in lieu of the water feature on Cypress St, at courtyard entry. FDC for Building 1 is required to be at corner of Chapman & Atchison.
c. The FDC shall be located on the address side of the building; (Buildings 2 and 3 as identified on the plans provided as Attachment 3 to the October 17, 2022, Planning Commission packet will require addressing off Cypress). d. The FDC shall be located within 40 feet of a hydrant on the same side of the street as the hydrant; (see items a and b above)
e. The location of the FDC shall be approved by the Fire Department. f. Show the location of the double-check backflow prevention assembly for each building or if only providing one supply for both buildings.

51. The architectural, civil and landscape drawings shall be coordinated such that information relative to fire access roadway widths, required vertical clearances and location of fire protection devices (FDCs, BFDs and fire hydrants) are shown in a similar manner.

Coordination shall be verified by the Fire Department prior to building permits.

52. For the 401 W. Chapman Avenue building, only the main door may be permitted to remain inwards swinging as long as remaining exits provide required egress means. Remaining doors are currently swinging in an outward direction over the public way. If that is not acceptable for encroachment, then those exits will be required to be recessed to allow exit to swing in path of egress travel. The Fire Department will evaluate this condition further during plan check and confirm prior to building permits. Occupant load of the mezzanine and accessory area shall be included in total occupant load and exit analysis.

53. The FDC/backflow prevention device for the historic 401 W. Chapman Avenue building will be required at the corner of Chapman/Atchison. This representation of this device on construction documents shall be confirmed by the Fire Department prior to building permits.

54. Buildings 2 and 3 as depicted on the project plans included as Attachment 3 to the October 17, 2022, Planning Commission staff report may be supplied by one backflow from Atchison, with a run from source between the buildings, where each building will be supplied with a PIV and FDC, facing Cypress, in place of the water feature. The alternative to this would be to provide a backflow and FDC for each building on the Cypress side at the same location. This shall be verified by the Fire Department prior to building permits.

55. Outdoor dining area patio cover will be required to be provided with fire sprinklers. This shall be incorporated into construction documents and verified by the Fire Department prior to building permits.
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12 Police:

56. Prior to building permits, the project shall comply with the requirements of OMC Chapter

15.52 (Building Security Standards), which relates to hardware, doors, windows, lighting, etc. Approved structural drawings, if any, shall include sections of the security code that apply. Specifications, details, or security notes may be used to convey the compliance.

57. Security and design measures that employ Defensible Space concepts shall be utilized in development and construction plans. These measures incorporate the concepts of Crime Prevention through Environmental Design (CPTED), which involves consideration such as placement and orientation of structures, access and visibility of common areas, placement of doors, windows, addressing and landscaping.

58. Prior to building permits, a photometric study shall be reviewed and approved by the Police Department. A minimum of one foot candle shall be maintained on all surfaces of the parking lot, from dusk until the termination of business every operating day. The applicant shall ensure that lighting on the site shall be directed, controlled, and screened in such a manner so as to refrain from shining directly on surrounding properties.

59. Prior to certificate of occupancy, the applicant shall schedule a light reading inspection with the Crime Prevention Bureau. The lighting shall be tested and confirmed to determine if the lighting meets or exceeds the exterior boundary standards. The applicant shall use shielding so as to ensure that the light standards meet the requirements of OMC Section

17.12.030 for the areas beyond the property’s exterior boundaries; light spillage or pollution to surrounding residential areas shall not exceed a maintained minimum of 0.5 foot-candle.

Traffic:

60. Prior to building permits, Transportation System Improvement Program fees shall be paid in coordination with the City Traffic Engineer or designee.

Subdivision:

61. Prior to grading permits a parcel map shall be submitted for review and approval of the Public Works Department in coordination with the Planning Division showing an easement for the pedestrian paseo.

62. Prior to the first certificate of occupancy, a parcel map shall be prepared and recorded and is required to merge all the lots into one parcel.

63. Provide certification from the Land Surveyor showing required monumentation was completed. Monuments shall be set based on a field survey.

64. Plan preparation and submittal for plan check shall be per Development Services guidelines and checklist. See the “Grading Permit Plans Preparation Guidelines and Checklists” available on the City website.
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13 65. All works within public right-of-way and public utility easements will require encroachment permits, including sidewalk and driveway constructions and utility main and lateral constructions. Encroachment permits shall be obtained prior to grading permits.

66. All public infrastructures, including street sections, sidewalk, driveway apron, and utilities shall comply with City of Orange Standard Plans and Specifications.

67. Prior to certificate of occupancy, the applicant shall remove unused driveway approaches and restore them to full height curb and gutter, including any sidewalk restoration at the driveway apron.

68. Prior to grading permits, all driveway approaches shall conform to ADA standards for wheelchair access and to Public Works Standard Plans 115 and 116.

69. Prior to the first certificate of occupancy, all existing sidewalk access ramps shall be reconstructed for ADA compliance per City Std Plan 121 Type 1.

70. Prior to certificate of occupancy, the applicant shall repair any cracked, uneven, or damaged public sidewalk, curb and gutter along property frontages.

71. Prior to certificate of occupancy, all landscaping shall include the installation of root barriers on the sidewalk side of tree, or where conditions warrant the installation of Deep Root box as directed by the Community Services Department.

72. Prior to certificate of occupancy, the applicant shall install new streetlights on N. Atchison Street consistent with the City’s Old Towne Street Light standards. Please contact Medel Llanes at (714) 744-5535 for further details.

73. Prior to certificate of occupancy, the sanitary sewer system connecting from the buildings to the public mainline shall be private and maintained by the property owner.

74. Prior to grading permits, the applicant shall submit a grading plan in compliance with City standards for review and approval by the Public Works Director. All grading and improvements on the subject property shall be made in accordance with the Manual of Grading and Standard Plans and Specifications to the satisfaction of the Public Works Director. The applicant may be required to include Phased Erosion and Sediment control Plans, Site Demolition Plan, and Utility Plan as parts of the grading plan.

75. Prior to grading permits, plans preparation and submittals shall be per Development Services Plan Preparation Guidelines and Checklist, and Checklist for Submittal Packages.

76. Prior to grading permits, a geotechnical report shall accompany the grading plan review.

77. Prior to grading permits, a sewer capacity analysis shall be submitted for review.

78. Prior to grading permits, a drainage assessment letter shall be submitted for review. 1119
14 79. Prior to grading permits, upon submittal of grading plan for plan check, the applicant shall make a deposit to cover plan check and inspection services related to the grading activities.

80. Grading plans shall indicate the ground immediately adjacent to foundations shall have a minimum slope of 2% for impervious surfaces, and 5% for impervious surfaces. This shall be verified by the Public Works Department prior to grading permits.

81. Grading plan shall indicate the volume of earthwork involved with site grading. This shall be verified by the Public Works Department prior to grading permits.

82. The contractor shall obtain a grading permit from Public Works Department prior to start of any site demolition, clearing and grubbing, and grading.

83. Any soil imported or exported shall require a Transportation Permit from Public Works Traffic Division.

84. The grading plan shall detail all of the locations where retaining walls will be constructed.

Geometric detail of retaining walls shall be shown on the grading plan, including material type, dimensions, backfill, and subdrains. A building permit is also required for retaining walls over 4 feet in height measured from the bottom of the footing to the top of the wall prior to construction. Structural details and design calculations shall be submitted as a separate document and will be reviewed and permitted by City Building Division.

85. Any grading outside of the owner’s property boundary shall require the applicant to either obtain a temporary construction easements or permission by adjacent property owners in a form suitable to the Public Works Director.

86. The property owner shall maintain in good condition, all on-site driveways where heavyduty trucks would travel.

87. Prior to grading permits, trash receptacle locations and details shall be included on the grading plan. The trash storage area shall be constructed per Public Works Department Standard Plan 409.

88. Prior to grading permits, the applicant shall show all sewer and storm drain lines on the grading plan. Other utility lines, such as water lines, may also be shown on the grading plan for reference.

89. Prior to grading permits, the applicant shall show all structural BMPs for water quality purposes on the grading plan. Water quality features shown on the grading plan shall match the Water Quality Management Plan (WQMP).

90. Prior to grading permits, and prior to building foundation construction, a Certificate Letter of Line and Grade shall be submitted to Public Works Construction Inspector demonstrating that the site grading and pad elevation are completed according to the grading plan.
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15 91. Utilities serving the development, such as electric, cable television, street lighting and communication shall be installed underground, completed and approved by the appropriate utility provider prior to the final certificate of occupancy.

92. Prior to building permits, the applicant shall submit an address number request, including an addressing plan, to the Public Works Department for review and approval. The building closest to the street frontage shall have the lowest address number. Any buildings not clear in sight from the street shall be identified with an illuminated address sign placed in the front.

Water Division:

93. Prior to building permits, the applicant shall submit improvement plans to the Water Division for review and approval for any new fire hydrants, domestic water services, fire services, landscape services, and any other proposed improvements or relocations affecting the public water system facilities.

94. Prior to building permits, the applicant shall be responsible for the installation and/or relocation of the proposed or existing public water system facilities to a location and of a design per the improvement plans approved by the Water Division.

95. Prior to certificate of occupancy, the applicant shall be responsible for the installation of necessary fire hydrants and fire services as approved by the Fire Department and Water Division.

96. Prior to building permits, the Water Division shall approve the type and location of landscaping and fire service (backflow prevention) device for proposed City services.

97. Prior to building permits, construction documents shall show that a 6-foot minimum horizontal clearance and a 1-foot minimum vertical clearance would be maintained between City water mains, laterals, services, meters, fire hydrants and all other utilities except sewer. The Water Division shall review and approve the construction documents.

98. Prior to building permits, construction documents shall show that an 8-foot minimum clearance is provided between City water mains, laterals, services, meters, fire hydrants, signs, or trees or other substantial shrubs and plants as required by the Water Division. The Water Division shall review and approve the construction documents.

99. Prior to building permits, construction documents shall show that permanent signs, awning, surface water quality management features or other structures are not built over water mains, laterals, services, meters, or fire hydrants as required by the Water Division. 100. Prior to building permits, construction documents shall show that each building will be metered separately unless otherwise approved by the Water Division. 101. Prior to building permits for the first phase of work, the applicant shall be responsible for obtaining approval all of the necessary encroachment permits from affected agencies for all public water construction work.
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16 102. Prior to approval of a water improvement plan, the applicant shall satisfy all water main connection, plan check, and inspections charges as determined by the Water Division. 103. Prior to grading permits, the applicant shall construct all public and/or private improvements to the satisfaction of the Water Division. The applicant may be required to enter into an agreement with the City 8, and post security in a form and amount acceptable to the City Engineer and/or Water Division to ensure construction of said improvements. 104. Plans submitted during plan check shall show that the water improvement plans are consistent with the fire suppression plans and or fire master plan. The applicant’s consultant preparing the water improvement plans shall coordinate its plans with the consultant preparing the fire suppression plans and/or fire master plan so that their designs concur.
105. Plans submitted during plan check shall show that the minimum separation requirements are met and that each of the various designer’s plan sets match. The applicant’s consultant preparing the improvement and utility plans shall coordinate its plans with the consultants preparing the landscape, architectural, surface water quality management, fire master and/or fire suppression plans so that their designs are consistent. 106. At least 14 calendar days prior to commencing construction, the applicant’s civil engineer shall prepare and provide product material submittals consistent with the water improvement plans for all proposed public water system facilities to the Water Division per the City of Orange General Water Construction Notes for review and approval. 107. Prior to certificate of occupancy, the applicant shall furnish and install individual pressure regulators on new services where the incoming pressure exceeds eighty pounds per square inch.
108. The applicant shall submit detailed plans depicting all existing water features and proposed water improvements for review and approval by the Water Division prior to building permits.
109. The applicant shall specify the disposition of all existing water services. All unused services shall be abandoned per Water Division standards. This shall be confirmed by the Water Division prior to building permits.
110. Water backflow prevention devices shall be located on the private property and not on the public sidewalk/right-of-way.
111. Separate services will be required for domestic, landscape, and fire. Each service will have its own separate connection to the mainline. This shall be represented on construction documents prior to building permits.
112. All services will require a lead-free City Water Division approved backflow prevention device that shall be installed immediately behind the meter in the nearest softscape that is immediately in or behind the sidewalk or up against the exterior building wall behind the sidewalk. Maintain clearance around all backflow prevention devices for access and 1122
17 testing. This shall be represented on construction documents prior to the building permits.

Access and testing shall be verified prior to the first certificate of occupancy. 113. The applicant shall be responsible for all parkway/sidewalk repairs after meter is installed.

Repairs shall be completed prior to the first certificate of occupancy. 114. The applicant shall be responsible for all concrete street repairs on N. Cypress Street.

Repairs shall be completed with appropriate City permits and in accordance with City standards and specifications prior to the first certificate of occupancy.

Water Quality:
115. Prior to grading permits the applicant shall submit a Priority Project WQMP for review and approval to the Public Works Department that:
a. Prioritizes the use of Low Impact Development principles as follows: preserves natural features; minimizes runoff and reduces impervious surfaces; and utilizes infiltration of runoff as the method of pollutant treatment. Infiltration BMPs to be considered include the use of permeable materials such as concrete and concrete pavers, infiltration trenches, infiltration planters, and other infiltration BMPs as applicable;
b. Incorporates the applicable Site Design, Routine Source, Structural Control and Low Impact BMPs as defined in the Model WQMP and Technical Guidance Document; c. Maintains the hydrologic characteristics of the site by matching time of concentration, runoff, velocity, volume and hydrograph for a 2-year storm event; d. Minimizes the potential increase in downstream erosion and avoids downstream impacts to physical structures, aquatic and riparian habitat; e. Generally describes the long-term operation and maintenance requirements for structural and Treatment Control BMPs;
f. Identifies the entity or employees that will be responsible for long-term operation, maintenance, repair and or replacement of the structural and Treatment Control BMPs and the training that qualifies them to operate and maintain the BMPs; g. Describes the mechanism for funding the long-term operation and maintenance of all structural and Treatment Control BMPs;
h. Includes a copy of the forms to be used in conducting maintenance and inspection activities;
i. Meets recordkeeping requirements (forms to be kept for 5 years); 1123
18 j. Includes a copy of the form to be submitted annually by the project owner to the Public Works Department that certifies that the project’s structural and treatment BMPs are being inspected and maintained in accordance with the project’s WQMP. 116. Prior to certificate of occupancy, the applicant shall demonstrate the following to the Public Works Department:
a. That all structural and treatment control BMPs described in the Project WQMP have been constructed and installed in conformance with the approved plans and specifications;
b. That the applicant is prepared to implement all non-structural BMPs described in the Project WQMP;
c. That an adequate number of copies of the project’s approved final Project WQMP are available for the future occupiers.
117. Prior to certificate of occupancy or final signoff by the Public Works Department, the applicant shall demonstrate to the satisfaction of Public Works that the preparer of the WQMP has reviewed the BMP maintenance requirements in Section V of the WQMP with the responsible person and that a copy of the WQMP has been provided to that person. A certification letter from the WQMP preparer may be used to satisfy this condition. 118. Prior to building permits, the applicant shall review the approved WQMP and grading plan to ensure the structure’s downspouts or drainage outlet locations are consistent with those documents. Copies of the building or architectural plans specifically showing the downspouts and drainage outlets shall be submitted to the Public Works Department for review.
119. The project applicant shall maintain all structural, treatment and low impact development BMPs at the frequency specified in the approved WQMP. Upon transfer of ownership or management responsibilities for the project site, the applicant shall notify the Public Works Department of the new person(s) or entity responsible for maintenance of the BMPs. 120. Prior to City approval of the landscape plans, the applicant shall review the approved WQMP and ensure the proposed landscape plans are consistent with the project grading plans. The plans must show any proposed storm water treatment BMPs such as bioretention planters, drywells, permeable pavers, or any other proposed surface water quality BMPs.

ADOPTED this day of 2022.

Mark A. Murphy, Mayor, City of Orange
ATTEST:

Pamela Coleman, City Clerk of the City of Orange
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19 I, PAMELA COLEMAN, City Clerk of the City of Orange, California, do hereby certify that the foregoing Resolution was duly and regularly adopted by the City Council of the City of Orange at a regular meeting therefore held on the day of 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Pamela Coleman, City Clerk of the City of Orange
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Vicinity Map
401 W. Chapman Avenue & 135 N. Atchison Street
MJSP No. 1013-20, TPM No. 0017-20, DRC No. 5011-
20, and Development Agreement No. 0008-22

City of Orange
Community Development Department
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Old Towne Gateway
Existing Site Aerial Photo
Legend
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Image Landsat / Copernicus
Image Landsat / Copernicus
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Data SIO, NOAA, U.S. Navy, NGA, GEBCO
1127

MAJOR SITE PLAN REVIEW NO. 1013-20
TENTATIVE PARCEL MAP NO. 0017-20
DESIGN REVIEW NO. 5011-20
DEVELOPMENT AGREEMENT NO. 0008-22
RESOLUTION NO. PC 28-22

A RESOLUTION OF THE PLANNING COMMISSION OF

THE CITY OF ORANGE RECOMMENDING CITY

COUNCIL APPROVAL OF MAJOR SITE PLAN REVIEW
NO. 1013-20, TENTATIVE PARCEL MAP NO. 0017-20,
DESIGN REVIEW NO. 5011-20 AND DEVELOPMENT
AGREEMENT NO. 0008-22 TO REHABILITATE TWO

HISTORIC BUILDINGS AND REMOVE NON-HISTORIC

SHEDS TO CONSTRUCT TWO NEW COMMERCIAL

BUILDINGS AND CREATE A PEDESTRIAN PASEO AT
401 W. CHAPMAN AVENUE AND 135 N. ATCHISON
STREET
APPLICANT: OLD TOWN GATEWAY, LLC
Moved by Chair Vazquez and seconded by Commissioner Trapesonian that the following Resolution be adopted:

WHEREAS, the Planning Commission has authority per Orange Municipal Code (OMC) Sections 17.08.020, 17.10.060, 17.13.030, and 17.44.100 to make a recommendation to the City Council on action to grant or deny Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20 and Design Review No. 5011-20 to rehabilitate two historic buildings, demolish non-historic sheds, construct two new commercial buildings with floor areas of 3,470 sq. ft. and 4,140 sq. ft., and lot consolidation; and
WHEREAS, the Planning Commission has authority per Orange Municipal Code (OMC) Sections 17.44.100 and 17.44.130 to make a recommendation to the Orange City Council on Development Agreement No. 0008-22 granting relief from providing 18 of the 20 parking spaces required by the Santa Fe Depot Specific Plan in exchange for the dedication, improvement, and maintenance of a publicly accessible pedestrian paseo providing a mid-block passageway linking Cypress and Atchison Streets; and
WHEREAS, Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011-20 and Development Agreement No. 0008-22 were filed by Old Town Gateway, LLC. in accordance with the provisions of the OMC; and 1128
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WHEREAS, Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011-20 and Development Agreement No. 0008-22 were processed in the time and manner prescribed by state and local law; and
WHEREAS, Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011-20 and Development Agreement No. 0008-22 are categorically exempt from the provisions of the California Environmental Quality Act (CEQA) per State CEQA Guidelines Section 15331 (Class 31 – Historical Resource Rehabilitation/Restoration) and 15332 (Class 32 – Infill Development Projects). There is no public review required; and WHEREAS, the Planning Commission conducted one duly advertised public hearing on October 17, 2022, at which time interested persons had an opportunity to testify either in support of or opposition to Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011-20, and Development Agreement No. 0008-22 upon property described below:

Parcel 1: APN 039-071-03
Lot 8 and the North 45 feet of Lot 9, in Block B of the Halladay Tract, in the City of Orange, County of Orange, State of California, as per Map, recorded in Book 18, Page 65 of Miscellaneous Records of Los Angeles County, California.

Parcel 2: APN 039-171-12
Lots 10, 11 and 12 and the South 5 feet of Lot 9 all in Block 8 of the Halladay Tract, in the City of Orange, State of California, as shown on Map recorded in Book 18, Page 65 of Miscellaneous Records of Los Angeles County.

NOW, THEREFORE, BE IT RESOLVED that the Planning Commission recommends City Council approval of Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017- 20, Design Review No. 5011-20, and Development Agreement No. 0008-22 to rehabilitate two historic buildings, demolish non-historic sheds, and construct two new commercial buildings with floor areas of 3,470 sq. ft. and 4,140 sq. ft. and related site improvements, and lot consolidation based on the following findings:

SECTION 1 – FINDINGS
General Plan Finding:

1. The project must be consistent with the goals and policies stated within the City’s General Plan.

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the street edge along N. Cypress Street, integrate pedestrian-oriented storefronts, plaza, and paseo elements that encourage pedestrian activity and the movement of people into and through the site. Project implementation supports linkage between the multi-modal transportation options at the Orange Transportation Center to the commercial, residential, and institutional uses in Old Towne.

Major Site Plan Review Findings:

1. The project design is compatible with surrounding development and neighborhoods OMC

17.10.060.H.1).

The project has been designed in a manner that respects the historic industrial railroad corridor environment, with new infill buildings incorporating the simple, understated forms of many of the industrial and commercial buildings in the surrounding environs.

2. Major Site Plan approval shall be granted if the project conforms to City development standards and any applicable special design guidelines or specific plan requirements (OMC 17.10.060.H.2).

The project conforms to the development, design, and streetscape standards of the Santa Fe Depot Specific Plan, Zoning Ordinance, as well as the Historic Preservation Design Standards for Old Towne Orange. In the case of parking, while the project does not strictly adhere to the parking requirements of the Santa Fe Depot Specific Plan, the Development Agreement associated with the project entitlements provides a formal relief from 18 of the 20 required parking spaces in exchange for dedication of a publicly accessible pedestrian paseo that implements a segment of the City’s 2008 Depot-Plaza Pedestrian Connection Study.

3. Major Site Plan approval shall be granted if the project provides for safe and adequate vehicular and pedestrian circulation, both on- and off-site (OMC 17.10.060.H.3).

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pedestrian orientation, but accommodates accessible parking spaces and a loading area for business activity.

4. Major Site Plan approval shall be granted if City services are available and adequate to serve the project (OMC 17.10.060.H.4).

A review of the project with all City Departments concludes that City services will be available and adequate to serve this site, including water, sewer, police, and fire services.

Conditions of approval have been included to address necessary infrastructure upgrades associated with project demand.

5. Major Site Plan approval shall be granted if the project has been designed to fully mitigate or substantially minimize adverse environmental effects (OMC 17.10.060.H.5).

No environmental effects have been identified for the project. Conditions of approval have been included to address potential short-term impacts to noise associated with construction.

Design Review Findings:

The proposed project is in conformance with the Old Towne Design Standards and Santa Fe Depot Specific Plan design standards. As discussed in the Analysis section of this staff report, the proposed project meets the Secretary of the Interior’s Standards for Rehabilitation. The existing conditions and character defining features of the site and buildings will be retained and revealed, and changes to the site associated with the new buildings, plaza space, and outdoor dining areas will be made in a manner consistent with retaining the historic integrity as a contributing historic resource to the Old Towne Historic District. The adaptive reuse, in particular of 135 N. Atchison Street will make the building publicly accessible and put it into active use. Features of the site proposed to be demolished are dated from outside of the period significance for the historic district and further evaluation confirms their non-contributing status.

The proposed new construction also complies with the Standards, as the addition to 401 W. Chapman is set back significantly from the south façade and both the Chapman Avenue and Atchison Street frontages, making the historic building more readily visible than current conditions. The removal of non-historic sheds and rehabilitation of the 135 N. Atchison Street building will re-introduce this historic structure to street visibility from both the Atchison and Lemon Street frontages. The form, mass, and scale of the infill buildings have been designed to differentiate old from new and complement the historic structures on the site. Their simple forms and contemporary application of historically referenced materials respect the integrity of the site and surrounding historic industrial and rail corridor context.
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2. In any National Register Historic District, the proposed work complies with the Secretary of the Interior’s Standards and Guidelines (OMC 17.10.07.G.2).

The proposed project respects the integrity of the historic structures on the site by removing non-historic sheds, accessory structures, and fence material that hides the N.

Atchison Street Mission Revival structure from view and includes an adaptive re-use that enables that building to also be used by the public. The site plan and infill buildings elevate the appearance of the historic buildings, with the planned outdoor spaces providing a higher quality visual setting for viewing historic building materials and architectural features. The historic physical relationship between 401 W. Chapman Avenue and 135 N. Atchison Street will be revealed with removal of the non-historic building additions and accessory structures added to the site over time.

The proposed project represents an integrated design theme that is internally consistent through the use of historically referenced building materials on the new building elevations. Infill building forms and materials also reflect the traditional historic industrial character of the Santa Fe Depot Specific Plan area. The use of brick and steel, along with the shape of the storefront openings facing N. Cypress Street respond to the surrounding context. The design of the new buildings makes them subordinate to the primary historic structure at 401 W. Chapman Avenue, and their placement functions to provide a clear view of the 135 N. Atchison building from N. Cypress Street.

SECTION 2 – ENVIRONMENTAL REVIEW
Categorical Exemption: The proposed project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) per State CEQA Guidelines 15331 (Class 31 – Historical Resource Rehabilitation/Restoration) and 15332 (Class 32 – Infill Development Projects). The structures on the site have been closely evaluated in the Cultural Resource Assessment and Addendum, with the buildings confirmed as contributors to the historic district planned for restoration and rehabilitation. While the assorted structures constructed outside of the period of significance for the historic district are over 50 years old, their modifications, dates of construction, and characteristics do not support their classification as contributors to the historic district. As non-contributors, their demolition does not represent an adverse effect on the historic district.

Technical studies were prepared related to traffic, noise, air quality, energy, greenhouse gas emissions, and water quality to evaluate whether the proposed project qualifies for a Categorical Exemption from the California Environmental Quality Act (CEQA). The studies found no impact to these environmental issues. The Technical Report concluded that the proposed project is categorically exempt from the provisions of CEQA per State CEQA Guidelines 15332 (Class 32 – Infill Development Projects) because the project site is less that 5 acres in size, is located in 1132
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an urbanized area served by infrastructure, and on a site where the General Plan and zoning allow the proposed uses. No environmental public review is required.

SECTION 3– CONDITIONS OF APPROVAL
BE IT FURTHER RESOLVED that the following conditions are imposed:

General:

1. These conditions shall be reprinted on the second page of the construction documents when submitted to the Building Division for the plan check process.

4. All construction shall conform in substance and be maintained in general conformance with plans and exhibits labeled as Attachment 3 in the October 17, 2022, staff report, including modifications required by the conditions of approval, and as recommended for approval by the Design Review Committee and Planning Commission.

6. Subsequent modifications to the approved architecture and color scheme shall be submitted for review and approval to the Community Development Director or designee.

Should the modifications be considered substantial, the Director may refer the review to the Design Review Committee.

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8. Any future expansion in area or in the nature and operation of the approved use by Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011-20 and Development Agreement No. 0008-22 shall require new or amended applications.

9. If not utilized, project approval expires twenty-four months from the approval date.

Extensions of time may be granted, if requested in writing in accordance with OMC Section 17.08.060. The Planning entitlements expire unless Building Permits are pulled within twenty-four months of the original approval.

12. All signage shall comply with the Historic Preservation Design Standards for Old Towne Orange, the Santa Fe Depot Specific Plan, and OMC Chapter 17.36 - Sign Regulations.

14. All construction activities shall conform to the City’s Noise Ordinance, OMC Chapter

8.24, and shall be limited to the hours between 7:00 a.m. and 8:00 p.m. Monday through Saturday. No construction activity will be permitted on Sundays and Federal holidays.

15. Any new lighting on the premise shall be installed in such a way to direct, control, and screen the lighting to prevent off site light spillage onto adjoining properties and shall not be a nuisance to any point beyond the exterior boundaries of the property.

16. Prior to building permit issuance, the applicant shall demonstrate to the satisfaction of the Community Development Director that all mechanical and air conditioning equipment shall be shielded and screened from view from adjacent streets and properties. The screening shall be integrated architecturally with the building and painted to match the walls of the building.

17. Prior to building permit issuance, all required parking spaces shall be shown on construction documents as doubled striped to City standards.

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day protest period commencing from the date of approval of the project has begun. If the applicant fails to file a protest regarding these conditions or requirements, the applicant is legally barred from later challenging such exactions per Government Code Section 66020.

19. Prior to building permit issuance, the applicant shall pay all applicable development fees, including but not limited to: City sewer connection, Orange County Sanitation District Connection Fee, Transportation System Improvement Program, Fire Facility, Police Facility, Park Acquisition, Sanitation District, and School District, as required.

20. Prior to building permit issuance, the applicant shall pay any outstanding monies due to the City for Planning Division entitlement activities related to this project.

22. Any graffiti shall be removed within 72 hours from the time the City of Orange Notice of Violation is received by the applicant/property owner.

23. In conjunction with the operation of the business(es), all noise levels generated shall conform to the levels allowed by the OMC.

24. Construction equipment shall be properly maintained per manufacturers specifications and fitted with the best available noise suppression devices (e.g., mufflers, silencers, wraps, etc.).

25. Construction equipment shall not idle for extended periods of time in the vicinity of sensitive receptors.

26. Prior to building permit issuance, final landscaping plans for the project shall be designed to comply with the City’s Water Efficient Landscape Guidelines as described in Section IX et al of the City of Orange Landscape Standards and Specifications. The project landscape architect shall submit documentation certifying compliance with this requirement (Appendix B of the City of Orange Landscape Standards and Specifications) for review and approval by the Community Development Director or designee in coordination with the Public Works Director or designee.

27. Prior to certificate of occupancy, all landscaping improvements shall be completed according to the approved plans, the City of Orange Water Efficient Landscape Guidelines, and City of Orange Landscape Standards and Specifications. The project landscape architect shall submit documentation certifying compliance with this requirement (Appendix E of the City of Orange Landscape Standards and Specifications) for review and approval by the Community Development Director or designee, in coordination with the Public Works Director or designee. 1135
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28. Prior to building permit issuance, City required irrigation and landscape inspection notes, in accordance with the City of Orange Landscape Standards and Specifications, shall be placed on the final landscape plan, to the satisfaction of the Community Development Director or designee, in coordination with the Public Works Director or designee.

30. Prior to building permit issuance, the final landscape plan shall be reviewed and approved by the Public Works Director when the project is constructing Storm Water Quality Best Management Practices (BMPs) in landscaped areas.

31. Prior to building permit issuance, the final landscape plan shall include a note that a fully automated irrigation system will be provided.

32. All landscape areas shall be maintained in a neat and healthy condition. Should the plant material die, the property owner/operator shall replace it with similar new plant material.

33. Prior to building permit issuance, landscape plans shall include landscape area calculations needed for State landscape water use reporting.

34. Prior to issuance of certificate of occupancy, all parking lot and landscaping improvements shall be completed according to the approved plans and to the satisfaction of the Community Development Director or designee.

35. Prior to building permit issuance, the applicant shall prepare a final landscaping and irrigation plan consistent with the grading plans, site plans, and the conceptual landscaping plan as proposed for the project for the review and approval of the Community Development Director or designee, in coordination with the Public Works Director or designee.

36. Prior to building permit issuance, all landscaping located within public areas shall be shown on the landscape plans and shall include the installation of root barriers acceptable to the Public Works Department on the sidewalk side of the tree, or where conditions warrant, the installation of a Deep Root box as directed by the Public Works Director.

37. The applicant shall revise the street tree identified on N. Cypress Street to appear on the landscape plan as Platanus Acerifolia ‘Columbia’. Prior to building permit issuance, the applicant shall work with the Public Works Department to determine the quantity, size, spacing, and locations of street trees along all street frontages of the project. Contact and coordinate with Tree Services Coordinator, Micah Jean, (714)532-6470, [email protected].
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Community Development:

39. The applicant shall prepare digital photo documentation of the site before demolition of shed structures and building additions prior to the issuance of a demolition permit, and then again during partial demolition prior to the issuance of building permits that can be used to both memorialize site conditions, and also to inform the rehabilitation plan required in Condition of Approval #39 and guide any refinements to that plan. This photo documentation shall be submitted to the Planning Division.

40. The applicant shall retain the historic bollards on the east elevation of the 401 W.

Chapman Avenue building on either side of the two large bay openings. New windows and roll up doors shall be installed in a manner that do not disrupt the bollards and are set behind the bollards.

41. Prior to the issuance of demolition permits the applicant shall submit updated DPR forms for the subject property to the Community Development Director or designee reflecting the corrected status of the 112 N. Cypress Street building and the detailed property information discovered in the preparation of the December 2021 Cultural Resources Assessment and associated August 31, 2022 Addendum.

42. Overhead festoon string lights shall be installed in the paseo to coordinate with the overhead lighting in the alleyway/paseo across Cypress Street to the east of the project site. The points of connection for this lighting shall be installed in a manner that does not damage historic building materials. If connected to the northern elevation of the 401 W.

Chapman building, any penetrations shall be placed in mortar joints.

43. Exterior building-mounted lighting shall be reviewed and approved by the Planning Division prior to issuance of building permits. Any lighting installed on the 401 W.

Chapman Avenue building shall be installed in a manner in which conduit is hidden and wall penetrations are aligned with mortar joints so as not to damage the historic brick.

LED light sources shall not exceed 3000K.

44. Prior to the issuance of building permits, the exterior colors for the addition to 401 W.

Chapman Avenue and 135 N. Atchison Street, and trim elements of the two new infill buildings on N. Cypress Street shall be reviewed and approved by the Community 1137
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Development Director or designee prior to issuance of the first building permit for the project.

46. In the event that human remains are encountered, in accordance with State Health and Safety Code Section 7050.5 no further disturbance shall occur until the County Coroner has made a determination of origin and disposition pursuant to Public Resource Code Section 5097.98. The County Coroner must be notified of the find immediately. If the remains are determined to be Native American, the County Coroner will notify the Native American Heritage Commission (NAHC), which will determine and notify a Most Likely Descendant (MLD). With the permission of the landowner of their authorized representative, the MLD may inspect the site of the discovery. The MLD shall complete the inspection within 48 hours of notification by the NAHC. The MLD will have the opportunity to offer recommendations for the disposition of the remains.

47. All signage shall comply with Chapter 17.36 Sign Regulations of the Orange Municipal Code.

48. Prior to building permit issuance, the applicant shall demonstrate to the satisfaction of the Community Development Director that all mechanical and air conditioning equipment shall be shielded and screened from view from adjacent streets and properties. The screening shall be integrated architecturally with the building and painted to match the walls of the building.

Fire:

49. Plans submitted for Building Plan Check shall comply with the California Fire Code as amended by the City and as frequently amended and in effect at the time of application for Building Permit.

50. Buildings identified as 1, 2, and 3 on the plans included as Attachment 3 to the October 17, 2022, Planning Commission staff report are required to be protected by an automatic fire sprinkler system installed in accordance with NFPA 13 as required by the City of Orange Ordinance 9-19. Fire sprinklers shall be incorporated into construction documents for review and approval by the Fire Department prior to the issuance of building permits.

51. A fire department connection (FDC) for each building shall be included in the fire sprinkler system design for review and approval by the Fire Department prior to the issuance of building permits. The following requirements are applicable to the new structures and must be considered relative to the installation of the fire sprinkler system.

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a. The fire department connection shall not be affixed to the building; b. The fire department connection shall be located at least 40 feet away from the building; (we will provide exception for Building 1 to install at the corner of Chapman/ Atchison) Combination backflow/FDCs for buildings 2 & 3, may be placed in lieu of the water feature on Cypress St, at courtyard entry. FDC for Building 1 is required to be at corner of Chapman & Atchison. c. The fire department connection shall be located on the address side of the building; (Buildings 2 and 3 as identified on the plans provided as Attachment 3 to the October 17, 2022, Planning Commission packet will require addressing off Cypress).
d. The fire department connection shall be located within 40 feet of a hydrant on the same side of the street as the hydrant; (see items a and b above) e. The location of the fire department connection shall be approved by the Fire Department. (see items a and b above)
f. Show the location of the double-check backflow prevention assembly for each building or if only providing one supply for both buildings. (see items a and b above)

52. The architectural, civil and landscape drawings shall be coordinated such that information relative to fire access roadway widths, required vertical clearances and location of fire protection devices (FDCs, BFDs and fire hydrants) are shown in a similar manner.

Coordination shall be verified by the Fire Department prior to the issuance of building permits.

53. For the 401 W. Chapman Avenue building, only the main door may be permitted to remain inwards swinging as long as remaining exits provide required egress means.

Remaining doors are currently swinging in outward direction over public way. If that is not acceptable for encroachment, then those exits will be required to be recessed to allow exit to swing in path of egress travel. The Fire Department will evaluate this condition further during plan check and confirm prior to issuance of building permits. Occupant load of the mezzanine and accessory area shall be included in total occupant load and exit analysis.

54. The FDC/backflow prevention device for the historic 401 W. Chapman Avenue building will be required at the corner of Chapman/Atchison. This representation of this device on construction documents shall be confirmed by the Fire Department prior to the issuance of building permits.

55. Buildings 2 and 3 as depicted on the project plans included as Attachment 3 to the October 17, 2022, Planning Commission staff report may be supplied by one backflow from Atchison, with a run from source between the buildings, where each building will be supplied with a PIV and FDC, facing Cypress, in place of the water feature. The alternative to this would be to provide a backflow and FDC for each building on the 1139
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Cypress side at the same location. This shall be verified by the Fire Department prior to the issuance of building permits.

56. Outdoor dining area patio cover will be required to be provided with fire sprinklers. This shall be incorporated into construction documents and verified by the Fire Department prior to the issuance of building permits.

Police:

57. Prior to building permit issuance, the project shall comply with the requirements of OMC Chapter 15.52 (Building Security Standards), which relates to hardware, doors, windows, lighting, etc. Approved structural drawings, if any, shall include sections of the security code that apply. Specifications, details, or security notes may be used to convey the compliance.

58. Security and design measures that employ Defensible Space concepts shall be utilized in development and construction plans. These measures incorporate the concepts of Crime Prevention through Environmental Design (CPTED), which involves consideration such as placement and orientation of structures, access and visibility of common areas, placement of doors, windows, addressing and landscaping.

59. Prior to building permit issuance, a photometric study shall be reviewed and approved by the Police Department. A minimum of one foot candle shall be maintained on all surfaces of the parking lot, from dusk until the termination of business every operating day. The applicant shall ensure that lighting on the site shall be directed, controlled, and screened in such a manner so as to refrain from shining directly on surrounding properties.

60. Prior to issuance of certificate of occupancy, the applicant shall schedule a light reading inspection with the Crime Prevention Bureau. The lighting shall be tested and confirmed to determine if the lighting meets or exceeds the exterior boundary standards. The applicant shall use shielding so as to ensure that the light standards meet the requirements of OMC Section 17.12.030 for the areas beyond the property’s exterior boundaries; light spillage or pollution to surrounding residential areas shall not exceed a maintained minimum of 0.5 foot-candle.

61. Any new lighting on the premise shall be installed in such a way to direct, control, and screen the lighting to prevent off site light spillage onto adjoining properties and shall not be a nuisance to any point beyond the exterior boundaries of the property.

Traffic:

62. Prior to building permit issuance, Transportation System Improvement Program fees shall be paid in coordination with the City Traffic Engineer or designee. 1140
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Subdivision:

63. Prior to the issuance of grading permits a parcel map shall be submitted for review and approval of the Public Works Department in coordination with the Planning Division an easement for the pedestrian paseo.

64. Prior to issuance of the first certificate of occupancy a parcel map shall be prepared and recorded required to merge all the lots into one parcel.

65. Provide certification from the Land Surveyor required monumentation was completed.

Monuments shall be set based on a field survey.

66. Plan preparation and submittal for plan check shall be per Development Services guidelines and checklist. See https://www.cityoforange.org/446/Subdivision Plans Preparation Documents.

67. All works within public right-of-way and public utility easements will require Encroachment Permits, including sidewalk and driveway constructions and utility main and lateral constructions. Encroachment Permits shall be obtained prior to grading permit issuance.

68. All public infrastructures, including street sections, sidewalk, driveway apron, and utilities shall comply with City of Orange Standard Plans and Specifications.

69. Prior to certificate of occupancy, the applicant shall remove unused driveway approaches and restore them to full height curb and gutter, including any sidewalk restoration at the driveway apron.

70. Prior to grading permit issuance, all driveway approaches shall conform to ADA standards for wheelchair access and to Public Works Standard Plans 115 and 116.

71. Prior to issuance of the first certificate of occupancy, all existing sidewalk access ramps shall be reconstructed for ADA compliance per City Std Plan 121 Type 1.

72. Prior to certificate of occupancy, the applicant shall repair any cracked, uneven, or damaged public sidewalk, curb and gutter along property frontages.

73. Prior to certificate of occupancy, all landscaping shall include the installation of root barriers on the sidewalk side of tree, or where conditions warrant the installation of Deep Root box as directed by the Community Services Department.

74. Prior to certificate of occupancy, the applicant shall install new streetlights on N.

Atchison Street consistent with the City’s Old Towne Street Light standards. Please contact Medel Llanes at (714) 744-5535 for further details. 1141
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75. Prior to certificate of occupancy, the sanitary sewer system connecting from the buildings to the public mainline shall be private and maintained by the property owner.

76. Prior to grading permit issuance, the applicant shall submit a grading plan in compliance with City standards for review and approval by the Public Works Director. All grading and improvements on the subject property shall be made in accordance with the Manal of Grading and Standard Plans and Specifications to the satisfaction of the Public Works Director. The applicant may be required to include Phased Erosion and Sediment control Plans, Site Demolition Plan, and Utility Plan as parts of the grading plan.

77. Prior to grading permit issuance, plans preparation and submittals shall be per Development Services Plan Preparation Guidelines and Checklist, and Checklist for Submittal Packages.

78. Prior to grading permit issuance, a geotechnical report shall accompany the grading plan review.

79. Prior to grading permit issuance, a sewer capacity analysis shall be submitted for review.

80. Prior to grading permit issuance, a drainage assessment letter shall be submitted for review.

81. Prior to grading permit issuance, upon submittal of grading plan for plan check, the applicant shall make a deposit to cover plan check and inspection services related to the grading activities.

82. Grading plans shall indicate the ground immediately adjacent to foundations shall have a minimum slope of 2% for impervious surfaces, and 5% for impervious surfaces. This shall be verified by the Public Works Department prior to issuance of a grading permit.

83. Grading plan shall indicate the volume of earthwork involved with site grading. This shall be verified by the Public Works Department prior to issuance of a grading permit.

84. The contractor shall obtain a Grading Permit from Public Works Department prior to start of any site demolition, clearing and grubbing, and grading.

85. Any soil imported or exported shall require a Transportation Permit from Public Works Traffic Division.

86. The grading plan shall detail all of the locations where retaining walls will be constructed. Geometric detail of retaining walls shall be shown on the grading plan, including material type, dimensions, backfill, and subdrains. A building permit is also required for retaining walls over 4 feet in height measured from the bottom of the footing to the top of the wall prior to construction. Structural details and design calculations shall 1142
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be submitted as a separate document and will be reviewed and permitted by City Building Division.

87. Any grading outside of the owner’s property boundary shall require the applicant to either obtain a temporary construction easements or permission by adjacent property owners in a form suitable to the Public Works Director.

88. The property owner shall maintain in good condition, all on-site driveways where heavyduty trucks would travel.

89. Prior to grading permit issuance, trash receptacle locations and details shall be included on the grading plan. The trash storage area shall be constructed per Public Works Department Standard Plan 409.

90. Prior to grading permit issuance, the applicant shall show all sewer and storm drain lines on the grading plan. Other utility lines, such as water lines, may also be shown on the grading plan for reference.

91. Prior to grading permit issuance, the applicant shall show all structural BMPs for water quality purposes on the grading plan. Water quality features shown on the grading plan shall match the Water Quality Management Plan (WQMP).

92. Prior to grading permit issuance, and prior to building foundation construction, a Certificate Letter of Line and Grade shall be submitted to Public Works Construction Inspector demonstrating that the site grading and pad elevation are completed according to the grading plan.

93. Utilities serving the development, such as electric, cable television, street lighting and communication shall be installed underground, completed and approved by the appropriate utility provider prior to issuance of the final certificate of occupancy.

94. Prior to building permit issuance, the applicant shall submit an address number request, including an addressing plan, to the Public Works Department for review and approval.

The building closest to the street frontage shall have the lowest address number. Any buildings not clear in sight from the street shall be identified with an illuminated address sign placed in the front.

Water Division:

95. Prior to building permit issuance, the applicant shall submit improvement plans to the Water Division for review and approval for any new fire hydrants, domestic water services, fire services, landscape services, and any other proposed improvements or relocations affecting the public water system facilities.

96. Prior to building permit issuance, the applicant shall be responsible for the installation and/or relocation of the proposed or existing public water system facilities to a location and of a design per the improvement plans approved by the Water Division. 1143
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97. Prior to issuance of the certificate of occupancy, the applicant shall be responsible for the installation of necessary fire hydrants and fire services as approved by the Fire Department and Water Division.

98. Prior to building permit issuance, the Water Division shall approve the type and location of landscaping and fire service (backflow prevention) device for proposed City services.

99. Prior to building permit issuance, construction documents shall show that a six-foot minimum horizontal clearance and a one foot minimum vertical clearance would be maintained between City water mains, laterals, services, meters, fire hydrants and all other utilities except sewer. The Water Division shall review and approve the construction documents.
100. Prior to building permit issuance, construction documents shall show that an eight-foot minimum clearance is provided between City water mains, laterals, services, meters, fire hydrants, signs, or trees or other substantial shrubs and plants as required by the Water Division. The Water Division shall review and approve the construction documents. 101. Prior to building permit issuance, construction documents shall show that permanent signs, awning, surface water quality management features or other structures are not built over water mains, laterals, services, meters, or fire hydrants as required by the Water Division.
102. Prior to building permit issuance, construction documents shall show that each building will be metered separately unless otherwise approved by the Water Division. 103. Prior to building permit issuance for the first phase of work, the applicant shall be responsible for obtaining approval all of the necessary encroachment permits from affected agencies for all public water construction work. 104. Prior to approval of a water improvement plan, the applicant shall satisfy all water main connection, plan check, and inspections charges as determined by the Water Division. 105. Prior to the issuance of any grading permit, the applicant shall construct all public and/or private improvements to the satisfaction of the Water Division. The applicant may be required to enter into an agreement with the City of Orange, and post security in a form and amount acceptable to the City Engineer and/or Water Division to ensure construction of said improvements.
106. Plans submitted during plan check shall show that the water improvement plans are consistent with the fire suppression plans and or fire master plan. The applicant’s consultant preparing the water improvement plans shall coordinate its plans with the consultant preparing the fire suppression plans and/or fire master plan so that their designs concur.
107. Plans submitted during plan check shall show that the minimum separation requirements are met and that each of the various designer’s plan sets match. The applicant’s 1144
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consultant preparing the improvement and utility plans shall coordinate its plans with the consultants preparing the landscape, architectural, surface water quality management, fire master and/or fire suppression plans so that their designs are consistent. 108. At least 14 calendar days prior to commencing construction, the applicant’s civil engineer shall prepare and provide product material submittals consistent with the water improvement plans for all proposed public water system facilities to the Water Division per the City of Orange General Water Construction Notes for review and approval. 109. Prior to issuance of certificate of occupancy, the applicant shall furnish and install individual pressure regulators on new services where the incoming pressure exceeds eighty pounds per square inch.
110. The applicant shall submit detailed plans depicting all existing water features and proposed water improvements for review and approval by the Water Division prior to the issuance of building permits.
111. The applicant shall specify the disposition of all existing water services. All unused services shall be abandoned per Water Division standards. This shall be confirmed by the Water Division prior to issuance of building permits. 112. Water backflow prevention devices shall be located on the private property and not on the public sidewalk/right-of-way.
113. Separate services will be required for domestic, landscape, and fire. Each service will have its own separate connection to the mainline. This shall be represented on construction documents prior to the issuance of building permits. 114. All services will require a lead-free City of Orange Water Division approved backflow prevention device that shall be installed immediately behind the meter in the nearest softscape that is immediately in or behind the sidewalk or up against the exterior building wall behind the sidewalk. Maintain clearance around all backflow prevention devices for access and testing. This shall be represented on construction documents prior to the issuance of building permits. Access and testing shall be verified prior to issuance of the first certificate of occupancy.
115. The applicant shall be responsible for all parkway/sidewalk repairs after meter is installed. Repairs shall be completed prior to issuance of the first certificate of occupancy.
116. The applicant shall be responsible for all concrete street repairs on N. Cypress Street.

Repairs shall be completed with appropriate City permits and in accordance with City standards and specifications prior to issuance of the first certificate of occupancy. 1145
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Water Quality:
117. Prior to the issuance of any grading permits the applicant shall submit a Priority Project WQMP for review and approval to the Public Works Department that:
a. Prioritizes the use of Low Impact Development principles as follows: preserves natural features; minimizes runoff and reduces impervious surfaces; and utilizes infiltration of runoff as the method of pollutant treatment. Infiltration BMPs to be considered include the use of permeable materials such as concrete and concrete pavers, infiltration trenches, infiltration planters, and other infiltration BMPs as applicable,
b. Incorporates the applicable Site Design, Routine Source, Structural Control and Low Impact BMPs as defined in the Model Water Quality Management Plan and Technical Guidance Document,
c. Maintains the hydrologic characteristics of the site by matching time of concentration, runoff, velocity, volume and hydrograph for a 2-year storm event, d. Minimizes the potential increase in downstream erosion and avoids downstream impacts to physical structures, aquatic and riparian habitat, e. Generally describes the long-term operation and maintenance requirements for structural and Treatment Control BMPs,
f. Identifies the entity or employees that will be responsible for long-term operation, maintenance, repair and or replacement of the structural and Treatment Control BMPs and the training that qualifies them to operate and maintain the BMPs, g. Describes the mechanism for funding the long-term operation and maintenance of all structural and Treatment Control BMPs,
h. Includes a copy of the forms to be used in conducting maintenance and inspection activities,
i. Meets recordkeeping requirements (forms to be kept for 5 years). j. Includes a copy of the form to be submitted annually by the project owner to the Public Works Department that certifies that the project’s structural and treatment BMPs are being inspected and maintained in accordance with the project’s WQMP. 118. Prior to the issuance of certificates for use of occupancy, the applicant shall demonstrate the following to the Public Works Department:
a. That all structural and treatment control BMPs described in the Project WQMP have been constructed and installed in conformance with the approved plans and specifications;
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b. That the applicant is prepared to implement all non-structural BMPs described in the Project WQMP;
c. That an adequate number of copies of the project’s approved final Project WQMP are available for the future occupiers.
119. Prior to the issuance of certificates of occupancy or final signoff by the Public Works Department, the applicant shall demonstrate to the satisfaction of Public Works, that the preparer of the WQMP has reviewed the BMP maintenance requirements in Section V of the WQMP with the responsible person and that a copy of the WQMP has been provided to that person. A certification letter from the WQMP preparer may be used to satisfy this condition.
120. Prior to issuance of building permits, the applicant shall review the approved WQMP and grading plan to ensure the structure’s downspouts or drainage outlet locations are consistent with those documents. Copies of the building or architectural plans specifically showing the downspouts and drainage outlets shall be submitted to the Public Works Department for review.
121. The project applicant shall maintain all structural, treatment and low impact development BMPs at the frequency specified in the approved WQMP. Upon transfer of ownership or management responsibilities for the project site, the applicant shall notify the City of Orange Public Works Department of the new person(s) or entity responsible for maintenance of the BMPs.
122. Prior to City approval of the landscape plans, the applicant shall review the approved Water Quality Management Plan and ensure the proposed landscape plans are consistent with the project grading plans. The plans must show any proposed storm water treatment BMPs such as bioretention planters, drywells, permeable pavers, or any other proposed surface water quality BMPs.
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I hereby certify that the foregoing Resolution was adopted on October 17, 2022 by the Planning Commission of the City of Orange by the following vote:

AYES: Commissioners Glasgow, Trapesonian and Vazquez=
NOES: None
RECUSED: None
ABSENT: Commissioners Simpson and Martinez

David Vazquez, Planning Commission Chair

Date
1148
1149
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Agenda Item
Planning Commission
Item #: 5.2. 10/17/2022 File #: 22-0585
TO: Chair and Members of the Planning Commission
FROM: Anna Pehoushek, Assistant Community Development Director

1. SUBJECT
Public Hearing: Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011-20, and Development Agreement No. 0008-22, Old Towne Gateway - 401 W.

Chapman Avenue and 135 N. Atchison Street

2. SUMMARY
The applicant proposes to rehabilitate two historic buildings and remove non-historic sheds to construct two new commercial buildings, and create a pedestrian paseo through the center of the site linking N. Cypress and N. Atchison Streets. A Development Agreement is also proposed to provide parking relief for the project in exchange for dedication, improvement and maintenance of a publicly accessible pedestrian paseo.

3. RECOMMENDED ACTION
Adopt Planning Commission Resolution No. 28-22 entitled:

A Resolution of the Planning Commission of the City of Orange recommending City Council approval of Major Site Plan Review No. 1013-20, Tentative Parcel Map No. 0017-20, Design Review No. 5011- 20 and Development Agreement No. 0008-22 to rehabilitate two historic buildings and remove nonhistoric sheds to construct two new commercial buildings and create a pedestrian paseo at 401 W.

Chapman Avenue and 135 N. Atchison Street.

4. AUTHORIZING GUIDELINES
Orange Municipal Code (OMC) Table 17.08.020 and Section 17.08.020.B.2.b establishes the advisory role of the Planning Commission for the subject applications. The applications would normally require a final determination by the Planning Commission however, when more than one type of application is filed for a single project, the application requiring the highest level of approval shall dictate the review process for the entire group of applications. For this project, a Development Agreement is proposed that requires that a recommendation be made by the Planning Commission to the City Council for final action in accordance with OMC Sections 17.44.100 and 17.44.130.

Therefore, according to OMC Section 17.44.100 “…the Planning Commission shall make a recommendation to the City Council.”

5. PROJECT BACKGROUND
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Item #: 5.2. 10/17/2022 File #: 22-0585
Applicant: Old Towne Gateway, LLC
Property Owner Old Towne Gateway, LLC
Property Location 401 W. Chapman Avenue
Existing General Plan Land Use
Element Designation
Old Towne Mixed Use 6-15 du/ac, max. 0.6 FAR
Existing Zoning Classification Old Towne Mixed Use-15S (Santa Fe Depot Specific Plan) Old Towne Yes
Specific Plan/PC Santa Fe Depot Specific Plan
Site Size 30,300 sq. ft.

Circulation The project site is located on Chapman Avenue which is designated as a Primary Arterial (4-lane divided) with an ultimate right-of-way of 100’. N. Cypress and Atchison Streets are collector streets with ultimate an ultimate right-of-way of 66'
Existing Conditions The project site is developed with a collection of structures including three identified as contributors to the Old Towne Orange National Register District, and a number of sheds and additions added to the site over time and that are noncontributors to the National Register District. Specifically, the one-story brick building at the corner of W. Chapman Avenue and N. Cypress Street (401 W. Chapman Avenue) is listed as a contributor to the National Register of Historic Places Old Towne Historic District (Historic District). The building in the northwest corner of the site (135 N. Atchison Street) was constructed between 1909 and 1922 as an electrical transformer building and is also listed as a contributor to the Historic District. The site is presently occupied by a thrift/antique shop, contractor’s yard, and outdoor storage related to each. The site is surrounded by various types of open and view obscured fencing.

Surrounding Land Uses and
Zoning
The property is located on W. Chapman Avenue between N.

Cypress and N. Atchison Streets. The site is within the historic railroad corridor in close proximity to the Santa Fe Depot Metrolink station. Surrounding properties include a mix of commercial, industrial, institutional, and residential uses including architectural offices, a micro-brewery, and auto body repair to the east, specialty auto repair to the north, retail to the south, and Depot Park and the Orange Transportation Center to the west.

Surrounding zoning to the east, north and south is Old Towne Mixed Use-15 (Santa Fe Depot Specific Plan). Zoning to the west is Recreational Open Space and Old Towne Mixed Use-15 (Santa Fe Depot Specific Plan).

Previous
Applications/Entitlements
Design Review No. 4545-11 for retail signage in 2011; Conditional Use Permit No. 1318 for office use in an industrial zone in 1983.

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6. PROJECT DESCRIPTION
The applicant proposes to rehabilitate a one-story historic brick building at the corner of W. Chapman Avenue and N. Cypress Street; remove non-historic sheds to construct two new buildings (3,470 sq. ft. and 4,140 sq. ft.), rehabilitate a one-story Mission Revival building on N. Atchison Street; and, create a pedestrian connection through the center of the site, linking N. Cypress and N. Atchison Streets. A Development Agreement is included in the requested project entitlements to provide relief from parking requirements in exchange for dedication and maintenance of the publicly accessible paseo described below.

Specifically, the project consists of:
· Rehabilitation of the contributing one-story masonry building at the corner of W. Chapman Avenue and N. Cypress Street (401 W. Chapman Avenue) for use as a restaurant.

Non-contributing additions to the north and west of the building will be removed. A small addition will be constructed on the west side of the building (total 6,690 sq. ft. building area).

The rehabiltiation includes use of the large outdoor area for restaurant dining and a bar. A large open “flex space” is incorporated west of the building addition to accommodate incidental employee parking, deliveries and guest dining for special events. A steel frame open air canopy is proposed over this flex space, as well as an accessory storage building at the northwest corner of the space.
· Rehabilitation of the one-story contributing Mission Revival building at 135 N. Atchison Street for use as a fast-casual restaurant. The building’s original windows, doors, and stucco will be repaired and rehabilitated as needed following removal of the non-contributing corrugated metal shed additions.
· Demolition of the non-contributing wood frame structure at 107 N. Atchison Street. · Construction of a new one-story (22’) 3,470 sq. ft. commercial building on N. Cypress Street intended for restaurant use. The restaurant building would open onto an outdoor dining area north of the buidling. The south building elevation incorporates a series of narrow rectangular vertically-oriented windows to create an interactive environment between the adjacent paseo and interior building space.
· Construction of a new one-story (22’) 4,140 sq. ft. commercial building on N. Cypress Street intended for restaurant use. The building would be the same height as the new building to the south and would open onto an outdoor dining area south of the building in a similar manner to the adjacent new building, creating the appearance of an integrated courtyard dining space that frames the small historic building on Atchison Street. · Creation of a sidewalk plaza space with a water feature as a transitional element between City of Orange Page 3 of 9 Printed on 10/13/2022
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· Creation of a sidewalk plaza space with a water feature as a transitional element between Cypress Street and the the outdoor dining areas. Dining areas are spatially defined by a low wall on the east and west sides of the dining areas for each of the new infill buildings. · Creation of a pedestrian connection through the the site, linking N. Atchison and N. Cypress Streets, immediately north of the primary historic building. Landscaping flanks the edges of both the new building and historic 401 W. Chapman building to enahnce the pedestrian appeal of the paseo. Overhead festoon string lighting is also proposed to draw pedestrian attention to the area and create an inviting atmosphere. This connection was contemplated in the City’s 2008 Depot-Plaza Pedestrian Connection Study (Attachment 9). · Creation of a small surface parking lot at the northwest corner of the site with two accesible parking spaces.
· Construction of a trash enclosure on N. Atchison Street behind the northernmost new building. · Introduction of new landscaping on the site including 26 olive trees distributed through the site and assorted shrubs and groundcover in the outdoor dining, plaza, parking and service areas.

Street trees are also proposed along the North Cypress Street and North Atchison Street frontages consistent with the Santa Fe Depot Specific Plan.

Detailed information about project design elements, architectural finishes and landscaping are depicted on the project plans (Attachment 3) and described in Attachment 5.

Development Standards
Required Proposed Code Section
Building Height 28‘ except when
abutting a historic
building, the height
shall be no greater
than the tallest point
of the abutting
historic building or
28’, whichever is
less 401 W.

Chapman Avenue
28’ (top of parapet)
30’6” (top of roof
projection) 135 N.

Atchison Street
15’ (top of parapet)
16’ - 401 W.

Chapman building
addition 22’ - New
infill buildings 13’ -
Flex space canopy
Santa Fe Depot Specific
Plan
Distance between structures Not applicable to
commercial
structures.
10’- 32’ OMC 17.19.090 and

17.19.120
Fhiht 42” ft d d6’ BthtbkOMC 1712070F
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Required Proposed Code Section
Building Height 28‘ except when
abutting a historic
building, the height
shall be no greater
than the tallest point
of the abutting
historic building or
28’, whichever is
less 401 W.

Chapman Avenue
28’ (top of parapet)
30’6” (top of roof
projection) 135 N.

Atchison Street
15’ (top of parapet)
16’ - 401 W.

17.19.120
Fence height 42” - front yard and
street side yard 6’ - all
other areas
6’ Because the setback
is 0’, a 6’ fence/wall
height is acceptable
along the Chapman
and Atchison frontages.

OMC 17.12.070.F
Floor Area Ratio (FAR) 0.5-1.0 FAR 0.50 FAR General Plan Land Use Element
Landscaping All setback areas and
other open areas of
the site not occupied
by buildings shall be
landscaped. Street
and side-street
setback areas
adjacent to parking
lots shall be
landscaped. · 10’ min.
planter width Min. 4’
planter width from
rear property line.
10’-17’ parking lot
street setback.

OMC 17.19.160
Loading area (non-residential) 1 - 10’x40’ loading
area for 1-20 spaces
of parking.
1 - 10’x40’ loading area OMC 17.34.160
Lot frontage Not applicable to
existing legal lots.
108’ OMC 17.19.090
Lot depth Not applicable to
existing legal lots.
244’ OMOC 17.19.090
Parking 4 spaces/1,000 sq. ft.
20 spaces
2 Accessible spaces +
Development
Agreement for
establishing pedestrian
paseo.

Santa Fe Depot Specific
Plan
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of parking.

Lot frontage Not applicable to
existing legal lots.
108’ OMC 17.19.090
Lot depth Not applicable to
existing legal lots.
244’ OMOC 17.19.090
Parking 4 spaces/1,000 sq. ft.
20 spaces
2 Accessible spaces +
Development
Agreement for
establishing pedestrian
paseo.

Santa Fe Depot Specific
Plan
Setback, Front 0’ A portion of the
front building
elevation, not to
exceed 50% of the
length of the
building frontage
may setback up to
20’ to allow for
outdoor use such
as outdoor dining,
public art, entry
forecourt, or other
amenities
appropriate to an
urban setting.
0’ - New infill buildings
on N. Cypress Street
25’ - new addition to
401 W. Chapman
Avenue
Santa Fe Depot Specific
Plan
Setback, Rear No minimum setback 0’ - Northernmost new
infill building on N.

Cypress Street
Santa Fe Depot Specific
Plan
Setback, Side No minimum setback 0’ - New infill buildings (N. Cypress Street
side). 49’ - New infill
buildings on N. Cypress
Street (Atchison Street
side)
Santa Fe Depot Specific
Plan

7. ANALYSIS AND STATEMENT OF THE ISSUES
The proposed project elements directly implement the historic preservation, land use, urban design, and pedestrian linkage objectives of the Santa Fe Depot Specific Plan and therefore also implements the goals and policies of the General Plan related to land use, cultural resources, economic development, multi-modal circulation, and urban design. The project revitalizes a key site that interfaces with the Orange Transportation Center/Depot and the Plaza commercial district to the east.

Detailed information about the Santa Fe Depot Specific Plan and Depot-Plaza Pedestrian Connection City of Orange Page 6 of 9 Printed on 10/13/2022
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Study is provided in Attachments 8 and 9 to this report.

Issue 1: Historic Resources
The project site involves a collection of structures, with the earliest constructed, being a Mission Revival former transformer house dating from c. 1912 (135 N. Atchison Street). Three of the structures on the site are recognized as contributors to the Old Towne Orange local and National Register Historic Districts. These structures include the transformer building, a 1924 masonry OnePart Commercial Block style former car dealership (401 W. Chapman Avenue), and false front addition to the north of that building (112 N. Cypress Street). For purposes of the local and National Register District, historic status was based on reconnaissance-level windshield surveys conducted over time, with the most recent survey update completed in 2005. A more detailed evaluation of the structures on the site was performed and is presented in the Cultural Resource Assessment and associated Addendum (Attachment 7), including an evaluation of each structure in relation to National Register and California Register criteria. Both also remain contributors to the Old Towne Orange National Register District.

The investigation of the site performed for that assessment revealed that the 112 N. Cypress Street structure is incorrectly classified in the City’s historic resources inventory and National Register record. Specifically, that building is an addition to the 401 West Chapman building constructed in 1947, outside of the period of significance for the Historic District. Prior to the closer examination performed for the subject project, the structure was identified as being a masonry building constructed c. 1920. Rather, behind the stepped parapet of the plastered eastern elevation is a wood frame structure, with the north and west elevations clad in non-original manufactured wood siding.

Issue 2: Historic Building Rehabilitation and Infill Building Design Staff believes that the as a whole, the development program and the scale, massing, and material of the new infill restaurant buildings are appropriate for the site. The simplicity of the new structures, and choice of exterior finish materials complement the historic buildings on the site, and are compatible with the development context of the block and surrounding Depot environs of the historic district. The arrangement of new buildings on the site serve to draw attention to the historic buildings.

The design of the street and courtyard facing elevations of the infill buildings enliven the N. Cypress Street streetscape, while the simple treatment of the remaining building elevations references a more traditional historic building interface condition. Landscaping along the western building elevations will provide an appropriate interface with the abutting plaza space and parking/trash enclosure area.

Staff believes the project is consistent with the Secretary of Interior Standards and City’s Historic City of Orange Page 7 of 9 Printed on 10/13/2022
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Preservation Design Standards guidance for additions and new construction.

Issue 3: Development Agreement for Paseo and Parking
The proposed project generates the need for 20 parking spaces in accordance with Santa Fe Depot Specific Plan parking requirements. The City and applicant have been in discussions since the early phases of the project about the City’s desire to establish a pedestrian paseo through the site, as identified in the Plaza-Depot Pedestrian Connection Study, to provide a comfortable pedestrian connection to the Depot as an alternative to the narrow Chapman Avenue sidewalk along the subject property’s frontage.

The development program has been designed to support the economic viability of building rehabilitation, infrastructure upgrades, and streetscape improvements. Integration of the paseo into the site plan in a manner that is designed to result in an appealing and inviting pedestrian experience places a “constraint” on the site that would not otherwise have been designed into the project.

With the project in close proximity to the Old Towne West Parking Structure, along with the high level of pedestrian activity in Old Towne and “park once” patterns of activity where Old Towne visitors park their vehicles once while patronizing multiple businesses, the City has offered the applicant the option to enter into a Development Agreement for parking relief of 18 spaces in exchange for the dedication, improvement, and maintenance of the pedestrian paseo. The draft Development Agreement is provided as Attachment 4 to this report.

8. PUBLIC NOTICE
On or before October 7, 2022, the City sent a Public Hearing Notice to a total of 120 property owners/tenants within a 300-foot radius of the project site and persons specifically requesting notice.

9. ENVIRONMENTAL REVIEW
Categorical Exemption: The proposed project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) per State CEQA Guidelines 15331 (Class 31 - Historical Resource Rehabilitation/Restoration) and 15332 (Class 32 - Infill Development Projects).

10. ADVISORY BOARD ACTION
Staff Review Committee:

The City’s interdepartmental Staff Review Committee reviewed the project on June 3, 2020, September 16, 2020, January 13, 2021, May 5, 2021, January 19, 2022, and April 20, 2022 at which time it made a recommendation of approval to the Planning Commission subject to conditions.

Design Review Committee:

The Design Review Committee reviewed the subject proposal at the September 8, 2022 meeting and recommended denial by a 4-0 vote based on the following:
• The canopy proposed has a size, scale, form, and orientation not compatible with the context, and in competition with the historic buildings. • The parking area lacks landscaping high enough to screen as required, and the loading City of Orange Page 8 of 9 Printed on 10/13/2022
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• The parking area lacks landscaping high enough to screen as required, and the loading zone lacks screening altogether.
• There is a lack of detail on the drawings for the restoration and/or rehabilitation of the historic buildings.
• The drawings submitted are not in sufficient detail to confirm compliance with the regulations, most notably the Secretary of the Interior Standards. • The project does not adequately incorporate the recommendations included in the DepotPlaza Pedestrian Connection Study as it relates to the paseo that is proposed. • A majority consensus could not be achieved to find the project a) consistent with the Secretary of the Interior Standards and b) the conditions required for the CEQA exemptions being used based on the Cultural Resources Assessment and the lack of conformance with the Depot Specific Plan.

The DRC meeting minutes are provided as Attachment 6 to this report.

11. ATTACHMENTS
· Attachment 1 - Planning Commission Resolution No. 28-22 · Attachment 2 - Vicinity Map
· Attachment 3 - Project Plans
· Attachment 4 - Draft Development Agreement
· Attachment 5 - DRC Staff Report, September 8, 2022 (excluding plans and Cultural Resources Assessment and Addendum)
· Attachment 6 - DRC Minutes, September 8, 2022
· Attachment 7 - Cultural Resources Assessment and Addendum · Attachment 8 - Santa Fe Depot Specific Plan Excerpts
· Attachment 9 - Depot-Plaza Pedestrian Connection Study Excerpts City of Orange Page 9 of 9 Printed on 10/13/2022
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MAJOR SITE PLAN REVIEW NO. 1013-20
TENTATIVE PARCEL MAP NO. 0017-20
DESIGN REVIEW NO. 5011-20
DEVELOPMENT AGREEMENT NO. 0008-22
RESOLUTION NO. PC 28-22

A RESOLUTION OF THE PLANNING COMMISSION OF

THE CITY OF ORANGE RECOMMENDING CITY

COUNCIL APPROVAL OF MAJOR SITE PLAN REVIEW
NO. 1013-20, TENTATIVE PARCEL MAP NO. 0017-20,
DESIGN REVIEW NO. 5011-20 AND DEVELOPMENT
AGREEMENT NO. 0008-22 TO REHABILITATE TWO

HISTORIC BUILDINGS AND REMOVE NON-HISTORIC

SHEDS TO CONSTRUCT TWO NEW COMMERCIAL

BUILDINGS AND CREATE A PEDESTRIAN PASEO AT
401 W. CHAPMAN AVENUE AND 135 N. ATCHISON
STREET
APPLICANT: OLD TOWN GATEWAY, LLC
Moved by Commissioner _____ and seconded by Commissioner ______ that the following Resolution be adopted:

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SECTION 1 – FINDINGS
General Plan Finding:

1. The project must be consistent with the goals and policies stated within the City’s General Plan.

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Major Site Plan Review Findings:

1. The project design is compatible with surrounding development and neighborhoods OMC

17.10.060.H.1).

2. Major Site Plan approval shall be granted if the project conforms to City development standards and any applicable special design guidelines or specific plan requirements (OMC 17.10.060.H.2).

3. Major Site Plan approval shall be granted if the project provides for safe and adequate vehicular and pedestrian circulation, both on- and off-site (OMC 17.10.060.H.3).

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pedestrian orientation, but accommodates accessible parking spaces and a loading area for business activity.

4. Major Site Plan approval shall be granted if City services are available and adequate to serve the project (OMC 17.10.060.H.4).

A review of the project with all City Departments concludes that City services will be available and adequate to serve this site, including water, sewer, police, and fire services.

Conditions of approval have been included to address necessary infrastructure upgrades associated with project demand.

5. Major Site Plan approval shall be granted if the project has been designed to fully mitigate or substantially minimize adverse environmental effects (OMC 17.10.060.H.5).

No environmental effects have been identified for the project. Conditions of approval have been included to address potential short-term impacts to noise associated with construction.

Design Review Findings:

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2. In any National Register Historic District, the proposed work complies with the Secretary of the Interior’s Standards and Guidelines (OMC 17.10.07.G.2).

The proposed project respects the integrity of the historic structures on the site by removing non-historic sheds, accessory structures, and fence material that hides the N.

Technical studies were prepared related to traffic, noise, air quality, energy, greenhouse gas emissions, and water quality to evaluate whether the proposed project qualifies for a Categorical Exemption from the California Environmental Quality Act (CEQA). The studies found no impact to these environmental issues. The Technical Report concluded that the proposed project is categorically exempt from the provisions of CEQA per State CEQA Guidelines 15332 (Class 32 – Infill Development Projects) because the project site is less that 5 acres in size, is located in 6223 1164
Resolution PC 28-22

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an urbanized area served by infrastructure, and on a site where the General Plan and zoning allow the proposed uses. No environmental public review is required.

SECTION 3– CONDITIONS OF APPROVAL
BE IT FURTHER RESOLVED that the following conditions are imposed:

General:

1. These conditions shall be reprinted on the second page of the construction documents when submitted to the Building Division for the plan check process.

6. Subsequent modifications to the approved architecture and color scheme shall be submitted for review and approval to the Community Development Director or designee.

Should the modifications be considered substantial, the Director may refer the review to the Design Review Committee.

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9. If not utilized, project approval expires twenty-four months from the approval date.

12. All signage shall comply with the Historic Preservation Design Standards for Old Towne Orange, the Santa Fe Depot Specific Plan, and OMC Chapter 17.36 - Sign Regulations.

14. All construction activities shall conform to the City’s Noise Ordinance, OMC Chapter

8.24, and shall be limited to the hours between 7:00 a.m. and 8:00 p.m. Monday through Saturday. No construction activity will be permitted on Sundays and Federal holidays.

17. Prior to building permit issuance, all required parking spaces shall be shown on construction documents as doubled striped to City standards.

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20. Prior to building permit issuance, the applicant shall pay any outstanding monies due to the City for Planning Division entitlement activities related to this project.

22. Any graffiti shall be removed within 72 hours from the time the City of Orange Notice of Violation is received by the applicant/property owner.

23. In conjunction with the operation of the business(es), all noise levels generated shall conform to the levels allowed by the OMC.

24. Construction equipment shall be properly maintained per manufacturers specifications and fitted with the best available noise suppression devices (e.g., mufflers, silencers, wraps, etc.).

25. Construction equipment shall not idle for extended periods of time in the vicinity of sensitive receptors.

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31. Prior to building permit issuance, the final landscape plan shall include a note that a fully automated irrigation system will be provided.

32. All landscape areas shall be maintained in a neat and healthy condition. Should the plant material die, the property owner/operator shall replace it with similar new plant material.

33. Prior to building permit issuance, landscape plans shall include landscape area calculations needed for State landscape water use reporting.

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Community Development:

40. The applicant shall retain the historic bollards on the east elevation of the 401 W.

Chapman Avenue building on either side of the two large bay openings. New windows and roll up doors shall be installed in a manner that do not disrupt the bollards and are set behind the bollards.

Chapman building, any penetrations shall be placed in mortar joints.

43. Exterior building-mounted lighting shall be reviewed and approved by the Planning Division prior to issuance of building permits. Any lighting installed on the 401 W.

Chapman Avenue building shall be installed in a manner in which conduit is hidden and wall penetrations are aligned with mortar joints so as not to damage the historic brick.

LED light sources shall not exceed 3000K.

44. Prior to the issuance of building permits, the exterior colors for the addition to 401 W.

Chapman Avenue and 135 N. Atchison Street, and trim elements of the two new infill buildings on N. Cypress Street shall be reviewed and approved by the Community 6228 1169
Resolution PC 28-22

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Development Director or designee prior to issuance of the first building permit for the project.

46. In the event that human remains are encountered, in accordance with State Health and Safety Code Section 7050.5 no further disturbance shall occur until the County Coroner has made a determination of origin and disposition pursuant to Public Resource Code Section 5097.98. The County Coroner must be notified of the find immediately. If the remains are determined to be Native American, the County Coroner will notify the Native American Heritage Commission (NAHC), which will determine and notify a Most Likely Descendant (MLD). With the permission of the landowner of their authorized representative, the MLD may inspect the site of the discovery. The MLD shall complete the inspection within 48 hours of notification by the NAHC. The MLD will have the opportunity to offer recommendations for the disposition of the remains.

47. All signage shall comply with Chapter 17.36 Sign Regulations of the Orange Municipal Code.

Fire:

49. Plans submitted for Building Plan Check shall comply with the California Fire Code as amended by the City and as frequently amended and in effect at the time of application for Building Permit.

Additionally, the information must be shown on the Site Plan. 6229 1170
Resolution PC 28-22

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Coordination shall be verified by the Fire Department prior to the issuance of building permits.

53. For the 401 W. Chapman Avenue building, only the main door may be permitted to remain inwards swinging as long as remaining exits provide required egress means.

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Cypress side at the same location. This shall be verified by the Fire Department prior to the issuance of building permits.

Police:

Traffic:

62. Prior to building permit issuance, Transportation System Improvement Program fees shall be paid in coordination with the City Traffic Engineer or designee. 6231 1172
Resolution PC 28-22

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Subdivision:

64. Prior to issuance of the first certificate of occupancy a parcel map shall be prepared and recorded required to merge all the lots into one parcel.

65. Provide certification from the Land Surveyor required monumentation was completed.

Monuments shall be set based on a field survey.

66. Plan preparation and submittal for plan check shall be per Development Services guidelines and checklist. See https://www.cityoforange.org/446/Subdivision Plans Preparation Documents.

68. All public infrastructures, including street sections, sidewalk, driveway apron, and utilities shall comply with City of Orange Standard Plans and Specifications.

69. Prior to certificate of occupancy, the applicant shall remove unused driveway approaches and restore them to full height curb and gutter, including any sidewalk restoration at the driveway apron.

70. Prior to grading permit issuance, all driveway approaches shall conform to ADA standards for wheelchair access and to Public Works Standard Plans 115 and 116.

71. Prior to issuance of the first certificate of occupancy, all existing sidewalk access ramps shall be reconstructed for ADA compliance per City Std Plan 121 Type 1.

72. Prior to certificate of occupancy, the applicant shall repair any cracked, uneven, or damaged public sidewalk, curb and gutter along property frontages.

74. Prior to certificate of occupancy, the applicant shall install new streetlights on N.

Atchison Street consistent with the City’s Old Towne Street Light standards. Please contact Medel Llanes at (714) 744-5535 for further details. 6232 1173
Resolution PC 28-22