Placentia City Council
December 2, 2025

(Use of City form is required)

SUPPLEMENTAL INFORMATION TO BE COMPLETED BY PRINCIPAL

If an individual, so state. If a firm or co-partnership, state the firm and give the names of all individual co-partners composing the partnership. If a Corporation, state legal name of corporation; state also the names of the president, secretary, treasurer and manager thereof.

______________________________________________________

______________________________________________________

______________________________________________________

Business Address:
______________________________________________________

______________________________________________________

______________________________________________________

Telephone Number: _____________________

Date: _________________________

Print Name: ___________________________________________ Principal

Signature: ___________________________________________ Title

Great Western Installations, Inc.
975 S. State Hwy 89
Logan, UT 84321
435-245-5055
11/17/25
Tyler Kyriopoulos
President, Treasurer- Tyler Kyriopoulos
Vice President/Secretary- Lewis Painter
437

22

(Use of City form
is required)

TAX IDENTIFICATION NUMBER

The Tax Equity and Fiscal Responsibility Act of 1982 requires the payer (City of Placentia) to report to the Internal Revenue Service taxable payments to payees.

You (as a payee) are required by law to provide us with your Taxpayer Identification Number (if an individual or partnership, your Social Security Number). If you do not provide us with your correct identification number, you may be subject to a penalty imposed by the Internal Revenue Service. The payments subject to withholdings may include, but are not limited to, interest, dividends, or other payments the City of Placentia and/or the Placentia Redevelopment Agency made to you. Other payments may include rents, royalties, commissions and fees for service of non-employees.

If you are exempt from income tax, we are still required, by law, to maintain a Tax Identification Number on file. PLEASE PROVIDE YOUR TAX IDENTIFICATION NUMBER next to the appropriate listing below, sign, date and return to:

CITY OF PLACENTIA FINANCE DEPARTMENT
401 E. Chapman
Placentia, CA 92870

Exempt: Yes No Telephone ( ) ______________________

CORPORATION:______________________________________________________________

U.S.A. OR ANY AGENCIES THEREOF:_________________________________________

IRS CODE #501 TAX-EXEMPT ORGANIZATION:________________________________

A NON-COMMISSIONED CITY OF PLACENTIA EMPLOYEE:__________________________

SOLE PROPRIETOR:__________________________________________________________

A PARTNERSHIP:_____________________________________________________________

OTHER: ______________________________________(Explain)

Signature/Title: __________________________ Date:_______________________

X 435 760-5103
Great Western Installations
11/13/25
438

439

440

441

442

443

444

25 STATEMENT OF NON-COLLUSION BY CONTRACTOR

The undersigned who submits herewith to the City of Placentia a bid or proposal does hereby certify:

a. That all statements of fact in such bid or proposal are true; b. That such bid or proposal was not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation; c. That such bid or proposal is genuine and not collusive or sham; d. That said bidder has not, directly or indirectly by agreement, communication or conference with anyone, attempted to induce action prejudicial to the interest of the City of Placentia or of any other bidder or anyone else interested in the proposed procurement; e. Did not, directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham bid or proposal, or that anyone should refrain from bidding or withdraw his bid or proposal;
f. Did not in any manner, directly or indirectly seek by agreement, communication or conference with anyone to raise or fix the bid or proposal price of said bidder or of anyone else, or to raise or fix any overhead, profit or cost element of his bid or proposal price, or that of anyone else; g. Did not, directly or indirectly, submit his bid or proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member agent thereof, or to any individual or group of individuals, except to the City of Placentia, or to any person or persons who have a partnership or their financial interest with said bidder in his business. h. Did not provide, directly or indirectly to any officer or employee of the City of Placentia any gratuity, entertainment, meals, or anything of value, whatsoever, which could be objectively construed as intending to invoke any form of reciprocation or favorable treatment. i. That no officer or principal of the undersigned firm is related to any officer or employee of the city by blood or marriage within the third degree or is employed, either full or part time, by the City of Placentia either currently or within the last two (2) years. j. That no officer or principal of the undersigned firm nor any subcontractor to be engaged by the principal has been convicted by a court of competent jurisdiction of any charge of fraud, bribery, collusion, conspiracy or any other act in violation of any state or federal antitrust law in connection with the bidding upon award of, or performance of, any public work contract, with any public entity, within the last three years.

I certify, under penalty of perjury under the laws of the State of California, that the foregoing is true and correct and that this certification was executed:

On at California.

Firm
(Signature)
Street
(Print Name & Title)
City State Zip

11/13/25 Oxnard
Great Western Installations
975 S. State Hwy 89
Logan UT 84321
Tyler Kyriopoulos/President
445

26 EXHIBIT A

SCOPE OF SERVICES

446

Great Western Bid
Attn: All Bidders
United States
Ship to Zip 92870
Qty Part #Description List $Selling $Ext. Selling $
2 TS-H1824-04 RCP - 18' x24' Steel Hip Shelters-

INCLUDED
• Freight
• CA Cert Drawings: includes standard RCP foundation design • Frame: powder coated tube steel
• Roof Deck: 24-ga. exposed fastener Mega-Rib
• Hardware: all required fasteners
• Eave Height: 8’-0” ±
• Roof pitch: 4:12
• Delivery: to an accessible site
$25,330.00 $22,347.00 $44,694.00
1 APT RCP - Plate steel templates, HDG anchor bolts-
F1554-36 w/washer & nuts.
$1,796.00 $1,796.00 $1,796.00
192 INSTALL Install - Provide Temporary Fencing-
Prevailing Wage.
$8.54 $8.54 $1,639.68
1 INSTALL Install - Remove & Dispose of Existing Wooden Pergola- Prevailing Wage.
$8,295.00 $8,295.00 $8,295.00
1 INSTALL Install - Remove & Dispose of Existing Light Post. Cap Electrical- Prevailing Wage.
$1,220.00 $1,220.00 $1,220.00
2 INSTALL Install - Install 18' x 24' 4-Post Metal Roof Shelter- Prevailing Wage.
$41,465.00 $41,465.00 $82,930.00
8 INSTALL Install - Construct Shade Column Veneer Pilasters- Prevailing Wage.
$2,260.00 $2,260.00 $18,080.00
1 BOND Payment and Performance Bond - Payment and Performance Bond $3,520.00 $3,520.00 $3,520.00 Sub Total $162,174.68
Tax $4,067.88
Total $166,242.56
Great Western Installations, Inc
975 S. State Hwy 89
Logan, UT 84321
Cell: 805-910-5971
Office: 435-245-5055
Fax: 435-245-5057
[email protected]
www.gwpark.com
08/13/2025
Quote #
115658-01-03
Koch Park Shelter Bid Option 3

Comments
Your Sales Rep is Brandon Seitz. Please reach out to Brandon at 805-910-5971 if you should have any questions regarding this quote.

Due to the volatility of freight costs, the freight pricing is subject to change at the time of order.

Pricing is subject to change. Request updated pricing when purchasing from quotes more than 30 days old.

Material Surcharge reflects raw material price increase. Subject to change at time of order.

Site Address:
2210 Valencia Ave
Placentia, CA 92870

Customer to confirm shipping address at time of order
*Freight charges are based on listed zip code and are subject to change if shipping information changes. *Deposit may be required.

Permitting not included, unless otherwise noted.

Prevailing Wage.

Great Western Installations, Inc
975 S. State Hwy 89
Logan, UT 84321
Cell: 805-910-5971
Office: 435-245-5055
Fax: 435-245-5057
[email protected]
www.gwpark.com
08/13/2025
Quote #
115658-01-03
Koch Park Shelter Bid Option 3

449

TERMS & CONDITIONS:

Remittance Address:
975 S. Hwy 89
Logan, UT 84321
PRICING: Pricing is subject to change. Request updated pricing when purchasing from quotes more than 30 days old.

PAYMENT TERMS: Net 30 days subject to approval by Credit Manager. A signed P.O. made out to Great Western Recreation or this signed quotation is required for all orders unless otherwise noted. Equipment shall be invoiced separately from other services and shall be payable in advance of those services and project completion. Checks should be made payable to Great Western unless otherwise directed.

FINANCE CHARGE: A 1.5% monthly finance charge (or as permitted by law) will be added to invoices over 30 days past due.

TAXES: Taxes will be shown as a separate line item when included. Any applicable taxes not shown will be added to final invoice. A copy of your tax exemption certificate must be submitted at time of order or taxes will be added to your invoice.

MINIMUM ORDER: Our minimum order is $50 (USD) Any order less than $5000 requires cash with order or payment by major credit card.

SHIPMENT: Multiple shipments may be required based on point of origin. Above costs assume one shipment for each vendor quoted.

DELIVERY: It is the responsibility of the owner to offload and inventory equipment, unless other arrangements have been made. Missing or damaged equipment must be reported within 60 days of acceptance of delivery.

INSTALLATION CONDITIONS:

ACCESS: Site should be clear, level and allow for unrestricted access of trucks and machinery.

STORAGE: Customer is responsible for providing a secure location to off-load and store the equipment during the installation process.

Once equipment has delivered to the site, the owner is responsible should theft or vandalism occur unless other arrangements are made and noted on the quotation.

FOOTER EXCAVATION: Installation pricing is based on footer excavation through earth/soil only. Customer shall be responsible for unknown conditions such as buried utilities (public & private), tree stumps, rock, or any concealed materials or conditions that may result in additional labor or materials cost.

UTILITIES: Owner is responsible for locating any private utilities.

ADDITIONAL COSTS: Pricing is based on a single mobilization for installation unless otherwise noted. Price includes ONLY what is stated in this quotation. If additional site work or specialized equipment is required, pricing is subject to change.

Great Western Installations, Inc
975 S. State Hwy 89
Logan, UT 84321
Cell: 805-910-5971
Office: 435-245-5055
Fax: 435-245-5057
[email protected]
www.gwpark.com
08/13/2025
Quote #
115658-01-03
Koch Park Shelter Bid Option 3

27 EXHIBIT B

SCHEDULE OF PERFORMANCE

All work must be complete within thirty (30) working days from the issuance of the Notice to Proceed.

Time of Essence. Time is of the essence in the performance of this Agreement.

Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "B", and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Scope of Services may be approved in writing by the Contract Officer.

Force Majeure. The time period(s) specified in the Scope of Services for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes for the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement.

Term. Unless earlier terminated in accordance with Section 8.9 of this Agreement, this Agreement shall continue in full force and effect until final approval and acceptance of the project by the Contract Officer. Notwithstanding the foregoing, this Agreement shall terminate no later than December 2, 2026, unless the parties mutually agree in writing to extend the term.

451

28 EXHIBIT C

INSURANCE REQUIREMENTS

Contractor shall maintain and shall require all its subcontractors, consultants, and other agents to maintain the insurance listed below. Any requirement for insurance to be maintained after completion of the work shall survive this agreement.

CITY reserves the right to review any and all of the required insurance policies and/or endorsements but has no obligation to do so. Failure to demand evidence of full compliance with the insurance requirements set forth in this agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this agreement.

A. Workers Compensation & Employers Liability Insurance · Workers Compensation insurance with statutory limits as required by the Labor Code of the State of California.
· Employers Liability with limits of $1,000,000 per Accident; $1,000,000 Disease per employee; $1,000,000 Disease per policy.
· The policy shall include a written waiver of the insurer's right to subrogate against CITY.
· Required Evidence of Coverage:

1. Subrogation waiver endorsement; and

2. Properly completed Certificate of Insurance.

B. General Liability Insurance
· Commercial General Liability Insurance no less broad than Insurance Services Office (ISO) form CG 00 01.
· Coverage shall be on a standard occurrence form. Claims-Made forms are not acceptable without prior written consent. Modified, limited or restricted Occurrence forms are not acceptable without prior written consent. · Minimum Limits: $1,000,000 per Occurrence; $2,000,000 General Aggregate; $2,000,000 Products/Completed Operations Aggregate. The General Aggregate shall apply separately to each project. The required limits may be provided by a 452

29 combination of General Liability Insurance and Commercial Excess or Umbrella Liability Insurance. If contractor maintains higher limits than the specified minimum limits, CITY requires and shall be entitled to coverage for the higher limits maintained by contractor.
· Any deductible or self-insured retention shall be shown on the Certificate of Insurance. If the deductible or self-insured retention exceeds $25,000 it must be approved in advance by CITY. Contractor is responsible for any deductible or self-insured retention and shall fund it upon CITY’S written request, regardless of whether Contractor has a claim against the insurance or is named as a party in any action involving CITY.
· Coverage shall be continued for one (1) year after completion of the work. · CITY shall be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the contractor. CITY shall continue to be an additional insured for completed operations for (1) year after completion of the work.
· The policy definition of “insured contract” shall include assumptions of liability arising out of both ongoing operations and the products-completed operations hazard (“f” definition of insured contract in ISO form CG 00 01, or equivalent). · The insurance provided to the additional insureds shall be primary to, and non- contributory with, any insurance or self-insurance program maintained by them. · The policy shall cover inter-insured suits and include a “Separation of Insureds” or “severability” clause which treats each insured separately. · The policy shall be endorsed to include a written waiver of the insurer’s right to subrogate against all persons or entities that are, or are required to be, additional insureds.
· The policy shall not contain a Contractors' Warranty or other similar language which eliminates or restricts insurance because of a subcontractor's failure to carry specific insurance or to supply evidence of such insurance. · Required Evidence of Coverage:

1. Copy of the additional insured endorsement or policy language granting additional insured status; (The City of Placentia, its officers, employees, representatives, attorneys, and volunteers shall be named as additional named insureds with respect to: liability arising out of activities performed by or on behalf of the Contractor and all 453

30 Subcontractors pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Contractor and all Subcontractors; automobiles owned, leased, hired, or borrowed by the Contractor and all Subcontractors.)

2. Copy of the endorsement or policy language indicating that coverage applicable to the additional insureds is primary and non-contributory;

3. Properly completed Certificate of Insurance; and

4. Completed and signed Agent/Broker Questionnaire with supporting documentation as required.

C. Automobile Liability Insurance
· Minimum Limit: $1,000,000 combined single limit per accident. · Coverage shall apply to all owned, hired and non-owned vehicles. · CITY shall qualify as an insured.
· Required Evidence of Coverage:

1. Copy of the endorsement or policy language indicating that CITY is an insured; and

2. Properly completed Certificate of Insurance.

D. Contractors Pollution Liability Insurance
· Minimum Limits: $1,000,000 per Pollution Incident; $1,000,000 Aggregate; · Coverage shall apply to pollution incidents at or from any location at which Contractor is performing work under this agreement.
· Any deductible or self-insured retention shall be shown on the Certificate of Insurance. If the deductible or self-insured retention exceeds $25,000 it shall be approved in advance by CITY. Contractor is responsible for any deductible or self-insured retention and shall fund it upon CITY written request, regardless of whether Contractor has a claim against the insurance or is named as a party in any action involving CITY.
· CITY shall be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the Contractor. Additional insured status shall continue for one (1) year after completion of the work. · The insurance provided to the additional insureds shall apply on a primary and non-contributory basis with respect to any insurance or self-insurance program 454

31 maintained by them.
· If the insurance is on a Claims-Made basis, the retroactive date shall be no later than the commencement of work.
· The insurance shall be continued for one (1) year after completion of the work. If the insurance is on a Claims-Made basis, the continuation coverage may be provided by: (a) renewal of the existing policy; (b) an extended reporting period endorsement; or (c) replacement insurance with a retroactive date no later than the commencement of the work.
· Required Evidence of Coverage:

1. Copy of the additional insured endorsement or policy language granting additional insured status;

2. Copy of the endorsement or policy language indicating that coverage for the additional insureds is primary and non-contributory;

3. Properly completed Certificate of Insurance.

E. Surety Bonds
· Bid bond.
· Performance and payment bonds for the entire contract price. · The surety must be authorized to issue these bonds in the State of California.

F. Standards for Insurance Companies
· Insurers, other than the California State Compensation Insurance Fund, shall have an A.M. Best's rating of at least A:VII.

G. Documentation
· The Certificate of Insurance shall include the following reference: KOCH PARK PICNIC SHELTER REPLACEMENT, CITY PROJECT #7213
· The name and address for Additional Insured endorsements and Certificates of Insurance is: City of Placentia
· Contractor shall provide immediate written notice if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; or (3) the deductible or self-insured retention is increased. 455

32 · Current Evidence of Coverage shall be provided for the entire required period of insurance.
· Upon written request, certified copies of required insurance policies shall be provided within thirty (30) days.

456

33 EXHIBIT D

CERTIFICATES OF INSURANCE AND ENDORSEMENTS

The successful bidder will be required to furnish the necessary bonds and insurance to the AGENCY within 10 working days from the award of contract. The successful bidder shall provide a certificate stating that the bonding company is admitted to do business in the State of California.

This certification may be obtained from the Executive Officer and Clerk of the Superior Court at the following address & phone:

Orange County Superior Court
Probate Court Operations
341 The City Drive
P.O. Box 14171
Orange, CA 92613-1571
(714) 935-6061, Contact Linda C. Wallace

Prior to the issuance of the Notice to Proceed, the AGENCY must be furnished with a Policy Endorsement, from the successful bidder's insurance company or companies, naming the AGENCY as an additional insured.

457

9/23/2025
Quality 1st Insurance Agency, Inc., an Alera Group Co
2129 North Main St, Suite A
North Logan, UT 84341
Amber Garner
(435)752-0101 (435)752-2465
[email protected]
Great Western Installations, Inc.
975 S Hwy 89
Logan, UT 84321-5441
Scottsdale Insurance Company 41297
Owners Insurance Company 32700
Travelers of Illinois (TIL)25674
James River Insurance Company 12203
CL254656712
A
X
X
X Pollution Liability
X Sexual Abuse & Molestation
X
X CPS8181940 4/9/2025 10/10/2025
2,000,000
100,000
5,000
2,000,000
2,000,000
2,000,000
Per Occ/Agg 100,000/300,000
B X
4663077201 10/10/2024 10/10/2025
1,000,000
A X
X
CXS4048409 4/9/2025 10/10/2025
5,000,000
5,000,000
C N UB-7Y45063A-24-42-G 10/10/2024 10/10/2025
X
1,000,000
1,000,000
1,000,000
D Professional Liability 00087628-6 12/6/2024 12/6/2025 Each Claim/Aggregate $1M/$1M A Installation Floater CPS8181940 4/9/2025 10/10/2025 Limit $500,000 City of Placentia is an additional insured with respect to General Liability when required by written contract.

City of Placentia
401 E Chapman Avenue
Placentia, CA 92870
Matt Robbins/AMBER1
The ACORD name and logo are registered marks of ACORD

CERTIFICATE HOLDER
©1988-2014 ACORD CORPORATION.All rights reserved.

ACORD 25 (2014/01)

AUTHORIZED REPRESENTATIVE

CANCELLATION

DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE

LOCJECTPRO-POLICY
GEN'L AGGREGATE LIMIT APPLIES PER:

OCCURCLAIMS-MADE

COMMERCIAL GENERAL LIABILITY
PREMISES (Ea occurrence)$DAMAGE TO RENTED
EACH OCCURRENCE $
MED EXP (Any one person)$
PERSONAL &ADV INJURY $
GENERAL AGGREGATE $
PRODUCTS - COMP/OP AGG $
$RETENTIONDED

CLAIMS-MADE
OCCUR
$
AGGREGATE $
EACH OCCURRENCE $UMBRELLA LIAB

EXCESS LIAB
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER

STATUTE
OTH-
ER
E.L.EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
$
$
$

ANY PROPRIETOR/PARTNER/EXECUTIVE
If yes,describe under
DESCRIPTION OF OPERATIONS below
(Mandatory in NH)
OFFICER/MEMBER EXCLUDED?

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N

AUTOMOBILE LIABILITY

ANY AUTO

ALL OWNED SCHEDULED

HIRED AUTOS NON-OWNED

AUTOS AUTOS
AUTOS

COMBINED SINGLE LIMIT
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE $
$
$
$

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSD
ADDL
WVD
SUBR
N / A
$
$
(Ea accident)
(Per accident)
OTHER:

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER:REVISION NUMBER:

INSURED
PHONE(A/C, No, Ext):

PRODUCER
ADDRESS:

E-MAIL
FAX
(A/C, No):

CONTACTNAME:

NAIC #
INSURER A :

INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

INSURER(S)AFFORDING COVERAGE

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INS025 (201401)458

CPS8181940POLICY NUMBER:
459

460

CPS8181940POLICY NUMBER:
461

34 EXHIBIT E

CLAIMS PROCEDURE

SUMMARY OF PUBLIC CONTRACT CODE § 9204

The following procedure will apply to any claims by the Contractor on the City:

A “claim” is a separate demand on the City by a contractor on a public works project and sent by registered mail or certified mail with return receipt requested, for one or more of the following:
· A time extension, including relief from penalties for delay · Payment by the City of money damages under the terms of the contract · Payment of an amount that is disputed by the City
Initial Review
The claim must be supported by appropriate documentation. The City has 45 days within which to review the claim and provide the contractor with a written statement identifying the disputed and undisputed portions of the claim. If the City does not issue a written statement, the claim is deemed rejected in its entirety. The City will pay any undisputed portion of the claim within 60 days of issuing the statement.

Meet & Confer
If the contractor disputes the City’s written response, or if the City does not issue one, the contractor may request in writing an informal conference to meet and confer for possible settlement of the claim. The City will schedule the meet and confer conference within 30 days of this request and provide a written statement identifying the remaining disputed and undisputed portions of the claim within 10 business days of the meet and confer. The City will pay the undisputed portion within 60 days of issuing this statement.

Mediation
With respect to any disputed portion remaining after the meet and confer, the City and contractor will submit the matter to nonbinding mediation, agree to a mediator within 10 business days after issuing the written statement, and share mediation costs equally. If mediation is unsuccessful, then the terms of the public works agreement and applicable law will govern resolution of the dispute.

Miscellaneous Provisions
Amounts not paid by the City in a timely manner bear interest at 7% per annum.

Subcontractors may submit claims via this procedure through the general contractor. The City and contractor may waive the requirement to mediate but cannot otherwise waive these claim procedures.

462

Agenda Item No: 2.a

PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: December 2, 2025
Submitted by: Andrew Gonzales
From: Development Services
Subject:

CONSIDERATION OF RESOLUTION NO. R-2025-71, APPROVING DEVELOPMENT PLAN REVIEW NO. DPR 2025-01 AND USE PERMIT NO. UP 2025-02; CONSIDERATION OF RESOLUTION NO. R-2025-74, APPROVING A PURCHASE AND SALE AGREEMENT FOR A PORTION OF CITY PROPERTY; AND, CONSIDERATION OF ORDINANCE NO. O-2025- 12, APPROVING DISPOSITION AND DEVELOPMENT AGREEMENT NO. DDA 2025-01 FOR THE DEVELOPMENT OF A FOUR-STORY, 86-ROOM HOTEL AT 450 S. PLACENTIA AVENUE.

Financial Impact:

Fiscal Impact:

Revenue: $179,519.14 Development Impact Fees
$127,444.00 Property Sale
$378,304.97 Annual Estimated Transit Occupancy Tax
Summary:

At the Planning Commission meeting held on November 10, 2025, the Commission voted 3-2- 1 (Ayes: 3; Noes: 2; Absent: 1) regarding Resolution No. PC-2025-13, to recommend approval of DPR 2025-01, UP 2025-02, and DDA 2025-01, and to recommend adoption of a Notice of Exemption by making the findings that the project is categorically exempt pursuant to the California Environmental Quality Act (CEQA), as set forth in Title 14 CCR § 15332 (Class 32 – Infill Development Projects), and the City of Placentia Environmental Guidelines. The applications for a Development Plan Review, Use Permit, and Disposition and Development Agreement (DDA) were submitted to allow the development, establishment, and operation of an approximately 42,631-square-foot, four-story, 86-room hotel building with an overall height of approximately 63 feet. The project includes a 24,210-square-foot subterranean and grade- level parking garage with 82 spaces; enhanced landscaping and hardscape improvements; and hotel operations that include the onsite sale and consumption of alcoholic beverages exclusively for registered hotel guests. The development will also feature decorative hardscape and landscape improvements, an outdoor pool area, and associated hotel guest amenities, including the onsite sale and consumption of sealed beer and wine exclusively for hotel guests. The DDA is intended to authorize the sale and transfer of a City-owned parcel to C Y Hospitality, LLC, and to establish the associated terms, conditions, and property owner obligations for the proposed development.

Recommendation:
463

Recommended Action: It is recommended that the City Council:

1. Open Public Hearing, concerning Development Plan Review No. DPR 2025-01, Use Permit No. UP 2025-02, and Disposition and Development Agreement No. DDA 2025- 01; and,

2. Receive the Staff Report, consider all public testimony, ask any questions of Staff; and,

3. Close the Public Hearing; and,

4. Adopt Resolution No. R-2025-71, a Resolution of the City Council of the City of Placentia, California, adopting a Notice of Exemption by making the findings that the project is Categorically Exempt pursuant to the California Environmental Quality Act (CEQA) set forth in Title 14 CCR § 15332 (Class 32 – Infill Development Projects) and the City of Placentia Environmental Guidelines, and approval of Development Plan Review No. DPR 2025-01 and Use Permit No. UP 2025-02 to permit the development of an approximately 42,631-square-foot, four-story, 86-room hotel building with an overall height of approximately 63 feet, including a 24,210-square-foot subterranean and grade level parking garage with 82 spaces, enhanced landscaping and hardscape improvements; to allow the establishment and operation of a hotel including the onsite sale and consumption of alcoholic beverages exclusively for registered hotel guests within the C-2 (H-65) Zoning District located at 450 S. Placentia Avenue (APN 339-442- 04); and,

5. Adopt Resolution No. R-2025-74, a Resolution of the City Council of the City of Placentia, California, approving a Purchase and Sale Agreement for a portion of City property located at the end of the cul-de-sac fronting 450 S. Placentia Avenue and finding the action to be Categorically Exempt under State California Environmental Quality Act (CEQA) Guidelines Section 15332 Infill Development; and,

6. Waive full reading, by title only, and introduce for first reading Ordinance No. O-2025-12, an Ordinance of the City Council of the City of Placentia, California, approving Disposition and Development Agreement No. DDA 2025-01 with CY Hospitality, LLC, to provide relief from certain development standards related to the development of a four- story, 86-room hotel within the C-2 (H-65) Zoning District located at 450 S. Placentia Avenue, Placentia, California (APN 339-442-04).

Strategic Plan Statement:

This item is consistent with the City Council approved Five Year Strategic Goal 3: Promote community and economic development, specifically, Objective Number 3.3: Continue to recruit and attract retail, hotel and other commercial businesses that complement adjacent City assets and attractions (Anaheim Resort District, Cal State Fullerton, OC Vibe and Angel Stadium Projects).

Discussion:

REQUEST:

The applicant, C Y Hospitality, LLC, requests approval of a Development Plan Review (DPR 2025-01), Use Permit (UP 2025-02), and Disposition and Development Agreement (DDA 2025-01), including a General Plan Conformity finding, to allow the development of a four- story, 86-room Tru by Hilton hotel on a 0.49-acre site at 450 S. Placentia Avenue. The project features a 24,210-square-foot subterranean and grade-level parking garage containing 82 spaces, enhanced landscaping and hardscape improvements, and associated hotel amenities including a second-floor deck and the onsite sale and consumption of alcoholic beverages for registered hotel guests. The DDA authorizes the transfer of approximately 6,358 square feet of City-owned remnant public right-of-way (PROW) and provides targeted relief from specific C-2 (H-65) development standards to support functional site design and coordinated hotel 464

operations.

PROJECT BACKGROUND
The project site is located within a highly urbanized and developed area of the City, surrounded by existing residential, commercial, and industrial land uses. On September 12, 2017, the City of Placentia City Council approved General Plan Amendment No. GPA 2017-03 to change the General Plan Land Use designation from Industrial to Commercial and Zone Change No. ZC 2017-03 from Commercial Manufacturing (C-M) and Manufacturing (M) to Community Commercial (C-2) zoning classification for eight parcels encompassing a total area of approximately 7.3 acres located at the northeast corner of South Placentia Avenue and West Crowther Avenue. Additionally, the City proposed Zoning Code Amendment No. ZCA 2017-04 for the establishment of a Height Overlay for the project site that increased the C-2 height limitation of 35 feet to 65 feet in an effort to attract potential hotel operators. Mitigated Negative Declaration No. MND 2017-03 evaluated potential environmental impacts associated with the aforementioned GPA, ZC, and ZCA in 2017.

During the construction of the Placentia Avenue Grade Separation Project, which lowered South Placentia Avenue beneath the BNSF railway tracks, a remnant portion of the former Public Right-of-Way (PROW) was created adjacent to the subject property. Although the area visually appears to be part of the project site, it remains a separate City-owned portion of PROW and is not legally joined with the applicant’s property. The remnant PROW has no current or foreseeable public use. As such, the City is amenable to conveying this surplus PROW to C Y Hospitality, LLC via Resolution No. R-2025-74, and its Exhibit A: the Purchase and Sale Agreement. Ordinance No. O-2026-01, and its Exhibit A: DDA 2025-01 will facilitate the development of the proposed hotel project and to ensure appropriate site consolidation and functional design. In addition, the disposition of a portion of Industrial Way is proposed to maximize buildable area and support a more economically feasible project, consistent with the City’s goals for revitalization and efficient land use along the S. Placentia Avenue corridor.

PROJECT DESCRIPTION
Existing Condition
The privately owned project site consists of an approximately 15,160-square-foot vacant and unimproved parcel located at 450 S. Placentia Avenue. The site is bordered by the BNSF Railway corridor to the north and by commercial/light industrial uses to the south and east. A 20-foot-wide BNSF access easement runs along the eastern boundary and must remain unobstructed for railway maintenance and operational access.

Adjacent to the site is an additional 6,358 square feet of City-owned public right-of-way (PROW), consisting of: a remnant portion of South Placentia Avenue created during prior roadway improvements; and a segment of Industrial Way, which is not related to the grade separation project but is proposed for disposition under DDA 2025-01 to enhance site functionality and support the economic feasibility of the hotel project. Although these areas visually appear to function as part of the project site, they remain legally separate and under City ownership. Should the City Council approve DDA 2025-01, the remnant right-of-way would be conveyed to the applicant and merged with the private parcel, resulting in a combined development area of approximately 21,518 square feet.

Site Design
The hotel is centrally located on the parcel with access provided from Industrial Way. An 82- space subterranean and grade-level parking structure supports hotel operations, utilizing 465

standard, compact, and valet-assisted tandem spaces as authorized under the DDA.

Pedestrian pathways provide direct ADA-compliant access from the public sidewalk to the hotel entrance. The Fire & Life Safety Department has approved Alternative Means and Methods (AM&M) confirming that the site design meets emergency access requirements.

Landscaping and decorative hardscape will frame the hotel frontage and enhance corridor aesthetics.

Floor Plan
The building is organized vertically with structured parking at the lower levels, lobby and back- of-house facilities on the first floor, guest amenities (dining, fitness, lounge, collaborative spaces) on the second floor, guest rooms on the third and fourth floors, and a rooftop deck offering additional guest amenities. Detailed architectural drawings and floor plans are included in the attached Planning Commission Staff Report.

Architecture, Materials, and Color Palette
The proposed Tru by Hilton hotel features a contemporary geometric design with clean horizontal and vertical lines, incorporating façade projections and recesses that break up building mass and create visual interest. The exterior includes smooth and sand-float stucco in white, gray, and neutral tones, complemented by brand accent colors in blue and yellow.

Metal trim and fiber-cement panels provide additional articulation. Window placements, parapet variations, and vertical elements further define the building’s form. Overall, the design presents a modern, visually appealing appearance that is compatible with surrounding commercial and industrial uses and enhances the architectural character of the South Placentia Avenue corridor.

Applicable Code Section – Placentia Municipal Code
The project site is zoned C-2 (Community Commercial) with an H-65 Height Overlay, under which new commercial construction requires a DPR and hotel uses require a UP. The DDA is processed pursuant to Government Code § 65867 and governs the transfer of City-owned property, the consolidation of the project site, and limited deviations to setback, lot size, and parking configuration standards. These deviations support coordinated site design and are consistent with the corridor’s development context.

Subject Site and Surrounding Land Uses
The project site is an approximately 15,160-square-foot vacant parcel located at 450 S.

Placentia Avenue at the terminus of Industrial Way, adjacent to a 20-foot BNSF access easement and bordered by the rail corridor to the north. The surrounding area consists of a mix of commercial, hospitality, and light-industrial uses, including the SpringHill Suites hotel to the north, contractor yards and service-commercial businesses to the south and east, and a neighborhood-serving commercial center across South Placentia Avenue. This corridor has experienced ongoing reinvestment and transitions away from former industrial operations, making the site suitable for lodging uses that complement existing businesses and support continued economic activity along South Placentia Avenue.

ZONING COMPLIANCE ANALYSIS
Site Development Standards
The project substantially complies with applicable C-2 (H-65) development standards. The DDA authorizes limited deviations related to setback requirements, lot area, and tandem parking for valet operations. The proposed building height of approximately 63 feet complies with the maximum permitted height. A complete compliance matrix is included in the Planning 466

Commission Staff Report.

Other Departments Concerns and Requirements
The Divisions of Planning and Building and the Departments of Public Works, Police, and Fire and Life Safety have reviewed the application and supporting documentation related to the proposed Tru by Hilton hotel project. Each reviewing department provided comments during the course of project evaluation, and no major concerns were identified that would preclude approval of the development as proposed. The Fire and Life Safety Department, in conjunction with the City’s Traffic Engineer, reviewed the project from a mobility and emergency access standpoint and approved Alternative Means and Methods for the adjacent right-of-way, confirming that fire apparatus access and circulation requirements are satisfied. All applicable Placentia Municipal Code provisions and interdepartmental recommendations have been incorporated as Conditions of Approval within the draft Planning Commission Resolution, prepared for consideration and recommendation to the City Council.

ISSUES ANALYSIS:

Consistency with the General Plan
The General Plan features policies that promote the reinvestment of underutilized properties while being sensitive to the suburban atmosphere and requires new developments to provide adequate improvements and pay impact fees to offset the demand costs on city services and facilities. The proposed development is consistent with the following Land Use and Economic Development policies of the General Plan at a minimum:

Land Use
Policy 2.4 – Large, contiguous vacant or underutilized parcels should be comprehensively planned for development to minimize effects on the City suburban atmosphere.

Policy 3.1 – Encourage opportunities for redevelopment and improvements in the Old Town area, the TOD district, industrial areas, neighborhoods in the southern sector of the City, and commercial centers along major roadway corridors.

Policy 3.3 – Provide incentives to encourage lot consolidation and parcel assemblage to provide expanded opportunities for coordinated development.

Policy 10.2 - In creating the aforementioned corridor plans, the City shall take into consideration the nearby Cal State University Fullerton campus community and capitalize on its proximity.

Economic Development
Policy 2.1 – Attract general fund revenue-producing business into Placentia when space becomes available. Continue to work with developers to not only bring in enhanced shopping, dining and entertainment opportunities, but also to create aesthetically pleasing developments that bring new jobs to the City.

Policy 4.2 – Focus economic development efforts for growth and new businesses in heavily traveled areas, such as along major transportation corridors.

Policy 7.2 – Increase job opportunities by attracting new businesses to the City.

The proposed project is consistent with the intent of the City’s Land Use and Economic 467

Development Policies by facilitating the comprehensive development of an underutilized property within a major corridor. The project supports Land Use Policy 2.4 by transforming a large vacant parcel through a coordinated development that complements the surrounding suburban environment. It further aligns with Policies 3.1 and 3.3 by contributing to the ongoing revitalization of the City’s key commercial corridors and encouraging parcel assemblage to promote cohesive site planning and efficient land utilization. In addition, the project’s proximity to Cal State University Fullerton fulfills Policy 10.2 by leveraging nearby educational resources to enhance activity and investment within the corridor.

From an economic standpoint, the proposed development supports Economic Development Policies 2.1, 4.2, and 7.2 by attracting a revenue-producing business that enhances the City’s commercial base, creates new employment opportunities, and contributes to the ongoing improvement of a highly visible transportation corridor. Collectively, the project will activate a previously underutilized site, stimulate local economic growth, and enhance the City’s visual and fiscal landscape. In doing so, it advances the broader goals of the General Plan by ensuring compatible, high-quality development that benefits both the surrounding neighborhood and the community at large.

Land Use Compatibility
The proposed Tru by Hilton hotel will be compatible with the surrounding area as the development will revitalize an underutilized and vacant property with a 42,631-square-foot, four-story, 86-room hotel on a 21,553-square-foot (0.49-acre) site. The project represents a high-quality infill development within an established commercial and industrial corridor that has historically been underdeveloped due to prior right-of-way constraints associated with the South Placentia Avenue Grade Separation Project. The hotel will cater to the growing market demand for modern, mid-scale lodging accommodations that are centrally located and easily accessible to regional destinations and employment centers.

The project will provide a compatible transition between adjacent commercial and industrial uses, while contributing to the revitalization objectives for the South Placentia Avenue corridor.

Its contemporary architectural design, enhanced streetscape, and functional site layout will improve the visual and economic character of the area. Based upon the proposed use, building placement, and integration with adjacent public right-of-way improvements, the project is not anticipated to result in any adverse impacts to surrounding properties and is expected to enhance corridor vitality and economic activity consistent with the City’s General Plan and long-term development goals.

HOUSING, COMMUNITY AND ECONOMIC DEVELOPMENT COMMITTEE
On Wednesday, July 23, 2025, the City Council Housing, Community, and Economic Development (HCED) Committee convened to review the proposed Tru by Hilton hotel development located at 450 South Placentia Avenue. City staff provided an in-depth presentation outlining the project’s key components, including the Disposition and Development Agreement (DDA 2025-01), overall site design, vehicular circulation, and architectural features. Staff also discussed the project’s relationship to surrounding land uses, the intended conveyance of surplus City-owned PROW, and the requested deviations pertaining to parking configuration and setbacks.

The applicant, C Y Hospitality, LLC, addressed the Committee to describe the project’s design intent, hotel brand standards, and operational approach, emphasizing how the project would serve as a modern, mid-scale lodging option that enhances the South Placentia Avenue 468

corridor. The Committee engaged in a detailed discussion regarding site access, parking management through valet operations, and consistency with the City’s broader economic- development objectives.

After reviewing the architectural plans, site circulation layout, and landscape design, the HCED expressed overall support for the project, noting that the proposal represents an appropriate and compatible reuse of a long-vacant infill site. HCED agreed that the project’s design and circulation plan are functional, visually appealing, and consistent with the City’s goals for corridor revitalization. As a result, HCED conveyed its favorable recommendation to the Planning Commission for consideration of the project entitlements, including the Development Plan Review, Use Permit, and Disposition and Development Agreement.

PLANNING COMMISSION
On November 10, 2025, the City of Placentia Planning Commission held a duly noticed public hearing to consider the proposed Tru by Hilton hotel project and associated entitlements, including: (a) a recommendation to the City Council to adopt a Notice of Exemption pursuant to CEQA Guidelines § 15332 (Class 32 – Infill Development Projects), and (b) a recommendation for approval of DPR 2025-01, UP 2025-02, and DDA 2025-01. The Planning Commission also made findings that the City’s disposition of public right-of-way is consistent with the General Plan pursuant to the requirements of California Government Code § 65402.

During the public hearing, staff presented the project’s key components, including the proposed site design, circulation and access, architectural features, and the disposition of City-owned remnant right-of-way through the DDA. Public testimony included comments from an adjacent property owner expressing concerns regarding construction staging, parking, and right-of-way disposition. The applicant expressed support for the project and staff’s recommendations.

Following deliberation, the Planning Commission voted 3-2-1 to recommend approval of the requested entitlements including the DDA, and recommended adoption of a CEQA Exemption.

Subsequent to the Planning Commission hearing, the staff and Planning Commission recommendations related to this development are forwarded to the City Council for final consideration.

CEQA
Staff and the Planning Commission recommend that this project is exempt from the California Environmental Quality Act (CEQA) because it can be seen with certainty that there is no possibility that this project may have a significant adverse effect on the environment. The proposed development of a four-story, 86-room hotel on an infill site within an urbanized area is consistent with the City’s General Plan and Zoning designations. Therefore, the approval of this project is exempt from the requirements of CEQA pursuant to Section 15332 (Class 32 – Infill Development Projects) of the CEQA Guidelines.

PUBLIC NOTIFICATION
Legal notice was published in the Placentia News-Times on November 20, 2025. Notices were sent to property owners of record within a 300-foot radius of the subject property, posted at the Civic Center, and on the City website on November 20, 2025. As of November 24, 2025, staff has not received correspondence related to the latest mailing/posting or publication.

Subsequent to distributing legal notices prior to the Planning Commission meeting, Staff received correspondence from an adjacent neighbor expressing concern regarding 469

construction staging activities, parking impacts associated with the hotel’s operation, and the proposed disposition of public right-of-way, including how these factors may affect their property and the type of development being proposed. As of the release of this agenda report, City staff is continuing to correspond with the adjacent property owner and their legal counsel to address these concerns.

CONCLUSION
The proposed project aligns with the City’s General Plan and the Placentia Municipal Code (PMC), meeting the City's vision for sustainable growth, economic revitalization, and urban enhancement. The General Plan serves as a blueprint for balanced development, ensuring a harmonious integration of residential, commercial, and public spaces while promoting infrastructure efficiency, environmental sustainability, and community well-being. The HCED support of the project affirms its compatibility with adjacent land uses, supporting the revitalization of an underutilized site and fostering a more dynamic and connected urban environment. The proposed hotel development will expand lodging opportunities within the City, attract tourism-related spending, and strengthen the local economy by supporting nearby businesses and creating new employment opportunities. Planned site and streetscape improvements, including pedestrian-friendly enhancements and a contemporary architectural design, will contribute positively to the visual character and long-term vitality of the surrounding area. By adhering to the development framework set forth in the General Plan and Placentia Municipal Code, the project promotes economic sustainability, and enhances the City’s hospitality offerings as part of its continued revitalization efforts consistent with the General Plan.

RECOMMENDATION
Staff recommends that the City Council adopt a Notice of Exemption by making the findings that the project is categorically exempt pursuant to the California Environmental Quality Act (CEQA) set forth in Title 14 CCR § 15332 (Class 32 – Infill Development Projects) and the City of Placentia Environmental Guidelines; and staff recommends approval of DPR 2025-01 and UP 2025-02, and the purchase and sale agreement and approval of DDA 2025-01 with C Y Hospitality, LLC.

Fiscal Impact Summary:

The proposed development will generate one-time revenue in the form of approximately $179,519.14 in development impact fees and $127,444.00 from the sale of City-owned property under DDA 2025-01. Ongoing revenue will be produced through the City’s ten (10) percent Transient Occupancy Tax (TOT). Based on the applicant’s projections for occupancy and average daily room rates, the proposed hotel is anticipated to generate approximately $378,304.97 in annual TOT revenue. In addition to these revenues, the project is expected to create permanent hospitality jobs and temporary construction-related employment, resulting in additional positive economic benefits to the City.

Attachments

1.R-2025-71 DPR UP.docx

2.R-2025-74 approving purchase and sale agreement.docx

2.a.R-2025-74 Ex. A purchase and sale agreement.docx

3.O-2025-12 Development Agreement.docx

4. CE Justification Memo & Studies.pdf

5. PC Staff Report Tru Hilton.pdf

6. Project Plans - Tru Hotel.pdf
470

7. Colors Materials Board.pdf

8. Vicinity Map.pdf

9. Site Pictures.pdf
471

Resolution No. R-2025-71

RESOLUTION NO. R-2025-71

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLACENTIA,

CALIFORNIA ADOPTING A NOTICE OF EXEMPTION BY MAKING THE

FINDINGS THAT THE PROJECT IS CATEGORICALLY EXEMPT

PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT
(CEQA) SET FORTH IN TITLE 14 CCR § 15332 (CLASS 32 – INFILL

DEVELOPMENT PROJECTS) AND THE CITY OF PLACENTIA

ENVIRONMENTAL GUIDELINES, AND APPROVAL OF DEVELOPMENT
PLAN REVIEW NO. DPR 2025-01 AND USE PERMIT NO. UP 2025-02 TO PERMIT THE DEVELOPMENT OF AN APPROXIMATELY 42,631-SQUARE- FOOT, FOUR-STORY, 86-ROOM HOTEL BUILDING WITH AN OVERALL HEIGHT OF APPROXIMATELY 63 FEET, INCLUDING A 24,210-SQUARE-

FOOT SUBTERRANEAN AND GRADE LEVEL PARKING GARAGE WITH
82 SPACES, ENHANCED LANDSCAPING AND HARDSCAPE
IMPROVEMENTS; TO ALLOW THE ESTABLISHMENT AND OPERATION

OF A HOTEL INCLUDING THE ONSITE SALE AND CONSUMPTION OF

ALCOHOLIC BEVERAGES EXCLUSIVELY FOR REGISTERED HOTEL
GUESTS WITHIN THE C-2 (H-65) ZONING DISTRICT LOCATED AT 450 S.

PLACENTIA AVENUE (APN 339-442-04)

A. Recitals.

WHEREAS, Yagnesh (“Yogi”) Patel, representing “C Y Hospitality, LLC” (“Applicant” hereinafter), located at 450 S. Placentia Avenue, filed an application for approval of Development Plan Review No. DPR 2025-01, Use Permit No. UP 2025-02, and Disposition and Development Agreement No. DDA 2025 -01, as described in the title of this Resolution. Hereinafter, in this Resolution, the subject entitlement requests are referred to as the “Applications”.

WHEREAS, on November 10, 2025, the Planning Commission of the City of Placentia conducted, and concluded, a duly noticed public hea ring, as required by law, and recommending approval to the City Council of the City of Placentia, approval of DPR 2025-01 and UP 2025-02 for the project located at 450 S. Placentia Avenue.

WHEREAS, the Planning Commission heard testimony, received a report and other relevant information from City staff and members of the public regarding the C Y Hospitality, LLC application for Development Plan Review, Use Permit, and Disposition and Development Agreement applications.

WHEREAS, the proposed project would allow the development, establishment, and operation of an approximately 42,631-square-foot, four-story, 86-room hotel building with an overall height of approximately 63 feet, including a 24,210 -square-foot subterranean and grade level parking garage with 82 spaces, enhanced landscaping and hardscape improvements; to allow the establishment and operation of a hotel including 472

Resolution No. R-2025-71

the onsite sale and consumption of alcoholic beverages exclusively for registered hotel guests.

WHEREAS, on or about November 20, 2025, the City provided notice of public hearing for the City Council’s consideration and approval of the aforementioned entitlements.

WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred.

B. Resolution.

NOW, THEREFORE, the City Council of the City of Placentia hereby finds, determines and resolves as follows:

Section 1. The City Council of the City of Placentia hereby finds, based on substantial evidence in the record and its independent judgment, that DPR 2025 -01 and UP 2025-02 are categorically exempt under CEQA guidelines sec. 15332, Class 32 (Infill Development Projects) categorical exemption pursuant to CEQA Guidelines §15332.

Said determination has been prepared in compliance with the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (Title 14, Cal. Code Regs., §15000 et seq.), and the City of Placentia Environmental Guidelines, and the City Council has reviewed and considered all information in the record related to the environmental determination for the applications. City Staff shall file a Notice of Exemption in the time frame required by law.

Section 2. Development Plan Review. The development meets the overall requirements of PMC Section 23.36 of the Zoning Code (“C-2” – Community Commercial District), PMC Section 23.61 (Height Overlay Districts), and PMC Section 23.75 (Development Plan Review), with the exception of specific development standards from which relief is granted through the DDA. As such, the City Council finds as follows:
a. The project meets or exceeds the criteria established in PMC Section 23.75.020 because the hotel development meets all minimum and maximum development requirements required for the project with the exception of specific development standards from which relief is granted through the DDA; and
b. Conditions of Approval have been prepared as necessary to prevent: (A) detriment to the health, safety or general welfare of the persons residing or working within the neighborhood of the p roposed development or within the city, or (B) injurious to the property or improvements within the neighborhood or within the city, and;
c. The proposed development will be consistent with the latest adopted general plan as the hotel development will establish a vibrant commercial use on an undeveloped and underutilized site within an underlying commercially 473

Resolution No. R-2025-71

designated land use area, thereby furthering established policies located within the General Plan; and
d. Conditions necessary to secure the purposes of Section 23.75.020, including guarantees and evidence of compliance with conditions, are made part of the development approval to lessen potential impacts and enhance the functionality of the subject site.

Section 3. Use Permit. Based upon substantial evidence presented to this City Council during the public hearing conducted with regard to the Applications, including written staff reports, verbal testimony and development plans, in accordance with PMC Section 23.36.040 (Uses Permitted Subject to Obtaining a Use Permit) for the development, establishment, operation of a hotel and PMC Chapter 23.87 (Use Permits).

As such, the City Council finds as follows:
a. The proposed use will not be: (A) detrimental to the general health, safety or general welfare of the persons residing or working within the neighborhood of the proposed development or within the city because the hotel development is a conditionally permitted use within the C-2 Zoning District and has been designed minimize and potentially adverse impacts onto sensitive land use receptors within the surrounding area, or (B) injurious to the property or improvements within the neighborhood or within the city as the proposed hotel location is within an established urbanized area and is properly buffered to nearby uses with streets and railways, thereby minimizing any potential impacts onto nearby properties; and

b. The proposed use will be consistent with the latest adopted general plan as the proposed project is a commercial use that is supported by the underlying General Plan Land Use designation of “Commercial”, including established policies; and

c. Conditions necessary to secure the purposes of this section, including guarantees and evidence of compliance with conditions, are made par t of the Use Permit approval.

Section 4. The City Council shall:

a. Certify to the adoption of this Resolution; and

b. Forthwith transmit a certified copy of this Resolution, by certified mail, to the applicant at the address of record set forth in the Application.

ADOPTED AND APPROVED this 2nd day of December, 2025.

____________________________
Kevin Kirwin, Mayor
474

Resolution No. R-2025-71

ATTEST:

____________________________
Robert S. McKinnell, City Clerk

STATE OF CALIFORNIA

COUNTY OF ORANGE

I, Robert S. McKinnell, City Clerk of the City of Placentia, hereby certify that the foregoing Resolution was adopted a regular meeting of the City Council of the City of Placentia, held on the 2nd day of December 2025, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

_______________________________
Robert S. McKinnell, City Clerk

APPROVED AS TO FORM:

Christian L. Bettenhausen, City Attorney

Attachment A: Conditions of Approval for Development Plan Review No. DPR 2025-01 & Use Permit No. UP 2025-02

475

DPR 2025-01 & UP 2025-02
Attachment “A”

Attachment “A”
Special Conditions of Approval and Standard Development Requirements for Development Plan Review No. DPR 2025-01 &
Use Permit No. UP 2025-02
450 S. Placentia Avenue (terminus of Industrial Way, east of South Placentia Avenue and north of West Crowther Avenue)

SPECIAL CONDITIONS

If the above referenced application is approved, applicant and/or property owner shall comply with the Special Conditions listed below and the Standard Development Requirements attached.

ALL THE FOLLOWING SPECIAL CONDITIONS OF APPROVAL AND STANDARD

DEVELOPMENT REQUIREMENTS SHALL BE FULLY COMPLIED WITH FOR THE DEVELOPMENT PLAN REVIEW TO CONTINUE IN GOOD STANDING.

DEVELOPMENT SERVICES DEPARTMENT – PLANNING DIVISION:

1. DPR 2025-01 and UP 2025-02 are valid for a period of twenty-four (24) months from the date of final determination, unless extended pursuant to Placentia Municipal Code (PMC) Section 23.75.080 and PMC Section 23.87.080. If the development or use approved by this action is not establishe d by obtaining Building Permits within such a period of time, this approval shall be terminated and shall be null and void, unless an extension is applied for and approved.

2. Failure to abide by and faithfully comply with any and all conditions attached to this action shall constitute grounds for revocation of said action by the City of Placentia Planning Commission.

3. The applicant shall comply with all provisions of DDA 2025-01 as approved by the Placentia City Council, including any City Council approved amendments to DDA 2025-01.

4. The applicant shall, as a condition of project approval, at its sole expense, defend, indemnify and hold harmless the City, its officers, employees, agents and consultants from any claim, action, proceeding, liability or judgmen t against the City, its officers, employees, agents and/or consultants, which action seeks to set aside, void, annul or otherwise challenge any approval by the City Council, Planning Commission, or other City decision-making body or City staff action concerning applicant’s project. The applicant shall pay the City’s defense costs, including attorney fees and all other litigation-related expenses, and shall reimburse the City for any and all court costs, which the City may be required to pay as a result of such defense. The applicant shall further pay any adverse 476

DPR 2025-01 & UP 2025-02
Attachment “A”

financial award which may issue against the City including but not limited to any award of attorney fees to a party challenging such project approval. The City shall retain the right to select its counsel of choice in any action referred to herein. The City agrees to promptly notify the applicant of any such claim filed against the City and to fully cooperate in the defense of any such action.

5. Any significant modifications to the approved site plan, floor plans, and elevation plans, including any modifications which will change, expand or intensify the use(s) shall be subject to review and approval by the Director of Development Services.

The Director of Development Services or his or her designe e may determine if such modifications require approval by the City of Placentia Planning Commission or may be approved administratively by City staff.

6. The applicant shall comply with all provisions of DDA 2025-01 as approved by the Placentia City Council, including any City Council approved amendments to DDA 2025-01.

7. The final action of DPR 2025-01 and Use Permit 2025-02 shall be contingent upon final approval of Disposition and Development Agreement No. DDA 2025 -01. In the event the DDA is denied, approval of any of the aforementioned entitlements shall be deemed to be null and void.

8. The applicant shall comply with all provisions of the PMC, including Chapter 23.76, Noise Control.

9. All at-grade and roof-mounted mechanical equipment shall be screened from public view to the satisfaction of the Development Services Director.

10. The applicant and/or property owner(s) shall be responsible for maintaining their respective properties, including the landscaped areas, walkways, and all paved surfaces, free from graffiti, debris, and litter. Graffiti shall be removed by the applicant/business owner(s) within 72 hours of defacement and/or upon notification by the City.

11. All trash and waste bins shall be stored within the designated trash enclosure located inside the parking garage/structure, the design, placement, and construction of which shall be subject to review and approval by the Director of Development Services. The operational aspects of refuse collection and pick-up services shall be subject to review and approval by Republic Services to ensure compliance with all applicable operational, accessibility, and safety standards. All trash enclosure gates shall remain closed at all times, except during authorized disposal and collection activities. Refuse collection shall occur on a regular and consistent schedule to the satisfaction of the Director of Development Services.

12. Prior to any modification of the floor plans that would affect parking as stipulated in the zoning code, the applicant shall obtain written approval from the Director of Development Services or his/her designee.
477

DPR 2025-01 & UP 2025-02
Attachment “A”

13. At the request of the Director of Development Services, applicant and/or property owner will provide a Parking Management Plan at their own expense to be reviewed by the Director of Development Services to remedy any parking concerns that may arise with the project. The staff review of the parking management plan will be at the expense of the property owner/property management company.

14. Prior to construction, demolition, and/or grading the applicant comply with the following:

a. Applicant/builder shall comply with all applicable Water Quality Management Plan (WQMP) requirements and Best Management Practices (BMPs) to control pollutant run-off from the subject site during construction.

b. Applicant/Builder shall establish a rodent abatement program prior to construction on the property, or before any other on - or off-site work. A detailed description of how this program will work shall be submitted to the City Planning Division for approval prior to obtaining a demolition, grading, or building permit.

c. The applicant shall submit an application for a Lot Line Adjustment (LLA) to the Development Services Department to consolidate the project site (APN 339-442-04) with the adjacent former right-of-way parcels along South Placentia Avenue and Industrial Way. The LLA shall be reviewed, approved, and fully executed in compliance with applicable local and State Subdivision Map Act requirements. The approved LLA shall be recorded with the Orange County Recorder’s Office prior to the issuance of any building permit. This condition may be satisfied by the submission and processing of a different application with an equal outcome including but not limited to a Parcel Map. If an alternative instrument to a LLA is utilized to consolidate the entire project site as one parcel, that instrument shall be recorded with the Orange County Recorder’s Office prior to the issuance of any building permit.

15. Prior to the issuance of building permits, the applicant shall comply with the following:
a. All applicable provisions of the Placentia Municipal Code (PMC) shall be met prior to issuance of Building Permits and shall be adhered to at all times.
b. Applicant/builder is responsible, at its sole cost and expense, to cause all cable, telephone, electrical, and other utility services serving the property to be placed underground within the subject site.

Applicant/builder shall submit a separate utility plan for each such utility service. The utility plan shall indicate the precise location of all cable, telephone, electrical, and other utility services serving the property and their points of connection at the building(s) and the public right -of-way. 478

DPR 2025-01 & UP 2025-02
Attachment “A”

c. Prior to the submittal of the utility plans to the City, the plans shall be reviewed and approved by the utility companies. Evidence of approvals shall be in the form of a signed and dated approval stamp and/or approval letter. If the precise locations of future utility services cannot be reasonably ascertained prior to the issuance of building permits, upon prior written approval of the Director of Development Services, prior to issuance of a certificate of occupancy, the applicant/builder shall provide the City with “as-built” plans showing the precise locations where all cable, telephone, electrical, and other utility services serving the property were placed underground within the subject site, as well as their connection points.
d. Except as otherwise noted, the project plans shall be submitted for review and certification for inclusion into the entitlement file by the Director of Development Services and shall include the following information:
i. All Special Conditions of Approval and Standard Development Requirements of DPR 2025-01 and UP 2025-02. Include any project revisions on applicable sheets of the project plans. Additionally, include separate sheets with approved Special Conditions of Approval and Standard Development Requirements to be printed verbatim on one of the first three pages of all the working drawing sets used for issuance of building permits (architectural, structural, electrical, mechanical, and plumbing) and referenced in the sheet index. The minimum font size shall be 12-point.
ii. Typical cross-section views and details through the property and across each property line as directed by the Director of Development Services.
iii. Location of transformers, meters, and other aboveground appurtenances.
iv. The developer shall submit for City approval a Construction Staging Plan that indicates how safe vehicular and pedestrian access to the site will be maintained for the duration of the construction period. The construction staging plan shall include measures such as, but not limited to, the following:

1. A telephone number and the name of a contact person for registering complaints or comments shall be posted in a clearly visible manner along the perimeter of the site.

2. A flag person shall be employed to direct traffic whenever construction vehicles enter or exit the project site or construction staging area, at the discretion of the Director of Development Services.

3. Alternate pedestrian routes to the site shall be clearly delineated with safe access to and from the site.

4. If any sidewalk is blocked during construction, alternate routes for pedestrians and bicycles shall be clearly marked with signs approved by the City.
479

DPR 2025-01 & UP 2025-02
Attachment “A”

5. All access points shall be clearly marked during construction, and if an access point is blocked during construction, a detour sign to an alternate access point shall be clearly posted.

6. A detailed timeline outlining the course of drilling, grading, and construction work that will take place on the property.

7. The Construction Staging Plan shall include a Construction Parking and Egress Management Plan detailing how all
construction worker parking, delivery truck staging, and material deliveries will be managed. All construction -related vehicles, including trucks and worker vehicles, shall be parked and staged entirely onsite. Under no circumstance shall construction vehicles or equipment be parked, idled, or staged along Industrial Way or any adjacent public or private right-of- way areas in a manner that impedes access, circulation, or the ongoing operations of neighboring businesses or
properties. The plan shall clearly identify designated onsite parking, staging, and loading/unloading areas and provide a schedule for deliveries to minimize congestion during peak business hours. The Construction Parking and Egress
Management Plan shall be subject to review and approval by the Director of Development Services and the Director of Public Works prior to the issuance of any grading or building permit.
v. Any easement(s) that are encumbered by the placement of the hotel building shall be revised to the satisfaction of the corresponding easement holder(s) and subsequently recorded on the subject property. A copy of said recordation shall be submitted to the City for inclusion in the entitlement file.
e. The applicant must follow the procedure for approval under the MWELO for all proposed landscaping on the subject site. A MWELO procedure and approval package is available from the front counter in the Development Services Department.
f. Developer shall pay in full to the City of Placentia all applicable citywide Development Impact Fees adopted by and set forth in City Council Ordinance O-2017-10 prior to issuance of the first building permit. g. Developer/Applicant shall pay all applicable fees to the Placentia -Yorba Linda School District (PYLSD) and Placentia Library District prior to issuance of building permits.
h. An exterior lighting (photometric) plan showing location, type of fixtures, and areas of illumination shall be submitted and reviewed for compliance with City standards and the PMC. Lighting shall neither negatively impact adjacent properties nor the public right-of-way subject to the review and approval by the Development Services Director. i. Complete landscape and irrigation plans subject to the review and approval of the Development Services Director.

16. Prior to issuance of building final approval, the applicant shall provide the following:
480

DPR 2025-01 & UP 2025-02
Attachment “A”

a. Developer and/or property owner agrees to approve the incorporation of the project into the Landscape Maintenance District No. LMD 1992-01 pursuant to the provisions of California Streets and Highways Code Section 22500, et seq. Said annexation shall b e fully completed prior to issuance of any Certificate of Occupancy.
b. Developer and/or property owner agrees to approve the incorporation of the project into the Street Lighting District No. SLD 1981 -01 pursuant to the provisions of California Streets and Highways Code Section 22500, et seq. Said annexation shall be fully completed prior to issuance of any Certificate of Occupancy.
c. Developer and/or property owner agrees that the City may, at its sole election, require that, instead of annexing into SLD 1981-01 and/or LMD 1992-01, the project shall be incorporated into a Community Facilities District (CFD) to be created by the City pursuant to California Government Code Section 53311, et seq., the purpose and assessment structure of which shall be substantially similar to those of SLD 1981-01 and/or LMD 1992-01. Developer and/or property owner agrees to approve the incorporation of the project into said CFD. d. The building cannot be occupied, the final Certificate of Occupancy cannot be approved, and utilities cannot be released until the following is completed for each respective portion of the property:
i. The property owner(s) and/or their successor(s) willfully agree to annex into those district(s) for the project area identified by Condition Nos. “a” and “b” above. If any of the subject property is sold prior to annexation into the three districts, the future property owner(s) must complete the annexation process and no Certificate of Occupancy shall be issued prior to completion of annexation.
ii. Developer/property owner shall pay in full to the City of Placentia, all applicable citywide Development Impact Fees required pursuant to the Placentia Municipal Code, prior to issuance of the first development permit or building permit as specified by the Placentia Municipal Code.

17. Prior to the issuance of a Certificate of Occupancy, the applicant shall submit a detailed Valet Parking Operations Plan to the satisfaction of the Director of Development Services, in concert with the review and approval by the City’s Traffic Engineer and/or their designee as determined by the Director of Public Works. The plan shall include, at a minimum, the number of attendants, hours of service, method of key control, vehicle storage logistics, traffic flow diagrams, and staging locations to ensure safe and efficient vehicular movement within the site and adjacent public rights-of-way. The Valet Parking Operations Plan shall be implemented as approved and shall remain in continuous effect for the duration of the hotel’s operation.

In the event that valet service is suspended, discontinued, or otherwise ceases operation, the property owner and/or operator shall immediately notify the City in writing and implement a temporary self -parking arrangement acceptable to the 481

DPR 2025-01 & UP 2025-02
Attachment “A”

Director of Development Services and Traffic Engineer. The amount of available parking provided on-site during such suspension shall be evaluated in accordance with Placentia Municipal Code Chapter 23.78 (Off -Street Parking) and may result in a temporary limitation on the number of hotel room s that are permitted to be occupied or reserved until valet operations are restored or an alternative parking arrangement acceptable to the City is approved.

If temporary parking cannot be accommodated in a manner that satisfies City parking requirements or results in parking spillover impacts, the City may, at its discretion, require that hotel operations be suspended until valet operations are reinstated or an alternative parking arrangement acceptable to the City is approved.

Failure to maintain the approved valet parking service in accordance with this condition shall constitute grounds for modification or revocation of project entitlements.

DEVELOPMENT SERVICES DEPARTMENT – BUILDING DIVISION:

18. The subject project, upon submittal of plans for building plan check, shall be in full compliance with the latest adopted California Building Standards Codes (Title 24, California Code of Regulations) as adopted and amended by the City of Placentia, including but not limited to the California Building Code, Calif ornia Mechanical Code, California Plumbing Code, California Electrical Code, California Energy Code (Title 24, Part 6), California Green Building Standards Code (CALGreen, Part 11), and all applicable accessibility and local amendments.

19. All required submittals shall be prepared, signed, and sealed by California-licensed design professionals as required by State law, including architects, structural engineers, civil engineers, mechanical engineers, electrical engineers, and geotechnical engineers, as applicable.
a. The Building Division requires the submittal of three (3) complete sets of plans and supporting documents for building plan check review. The submittal package shall include, but not be limited to, the following:
i. Complete architectural, structural, mechanical, plumbing, and electrical plans, including compliance with the California Green Building Standards Code and State of California Title 24 Energy Standards, along with approved precise grading plans for the hotel and subterranean and grade level garage.
ii. Two (2) complete sets of structural calculations for the hotel building and the subterranean and grade level garage, signed and sealed by the California-licensed structural engineer of record.
iii. Two (2) complete sets of sealed and signed geotechnical 482

DPR 2025-01 & UP 2025-02
Attachment “A”

investigation reports, prepared by a California-licensed geotechnical engineer. All foundation plans, details, and soil specifications shall be signed and sealed by the same geotechnical engineer.

20. All structural plans shall clearly specify required structural observations and special inspections in accordance with the latest adopted California Building Code. A list of all required inspections and responsible parties shall be included on the structural sheets prior to plan approval.

21. Any changes or deviations from the approved construction plans during the course of construction shall require the submittal of revised plans. Such revisions shall be prepared, signed, and sealed by the original design professionals of record and submitted in two (2) complete sets to the City’s Building Division for review and approval prior to implementation in the field.

PUBLIC WORKS DEPARTMENT – ENGINEERING DIVISION:

General Requirements:

22. The following items are required for plan check:
a. Grading plan.
b. Geotechnical report.
c. Water Quality Management Plan (WQMP) in the form and content per the City’s WQMP template.
d. Improvement Plan and Utility Plan.

23. Applicant must fill out and submit a Red Imported Fire Ant -pest Exclusion Program(RIFA) Form to California Department of Food and Agriculture and provide the City of Placentia copy of the approved form.

24. Provide Signature block for City Engineer: License Number: C82756.

25. It is the applicant's responsibility to notify all utility companies and the City of Placentia for disconnection and removal of the existing utilities, vaults and meters.

It is also the applicant's responsibility to notify the Public Works and Building Inspection Division to inspect and to ensure that these utilities have been properly disconnected

26. Provide details for the new driveway and the sidewalks per the City of Placentia Standards (OC Standard Plans) and the latest Standard Specifications of Public Works Contraction (The Green Book). All new and existing sidewalks and driveways will have to be ADA compliant and replaced from joint to joint over the entire frontage of the parcel. Applicant must hire a CASp consultant to certify all ADA Improvements, per the latest ADA requirements for design, construction and 483

DPR 2025-01 & UP 2025-02
Attachment “A”

obtain a final CASp certification for all ADA ramps and pathways within the public right-of-way.

27. Prior to issuance of Certificate of Occupancy or building final, all existing and new utilities including electric power, telephone, telecommunication fiber and/or cable TV in the street adjacent to and on-site shall be placed underground in accordance with the City of Placentia standards and ordinances. All existing utility poles and associated overhead utility lines located along the project/property frontage shall be removed.

28. Prior to issuance of a Certificate of Occupancy, the engineer of record shall submit all approved project plans on an approved electronic format to the Public Works Department. If the required files are unavailable, the applicant shall pay a scanning fee to cover the cost of scanning the as-built plans.

29. Applicant agrees to annex itself into the City’s existing Public Safety Services CFD 2014-01 as a condition of approval and prior to receiving a grading permit.

Sewer Line Improvements and Construction:

30. Sewer flow calculations justifying pipeline design and connection to the main shall be prepared by a registered civil engineer and submitted as a part of an improvement plan for approval by the City Engineer. Provide sewer capacity analysis to evaluate the proposed sewer flow rates into the City sewer system using current flow rate and for pipeline capacity availability.

31. Provide details for sewer capping and connections.

Storm Drain Improvements and Construction:

32. The project street and lot grading shall be designed in a manner that perpetuates the existing natural drainage patterns with respect to tributary drainage area and outlet points. Unless otherwise approved by the Public Works Director.

33. Provide Hydrology/Hydraulic Calculations and show the drainage and runoff to the street. Prior to the approval of the improvement plans, the hydrology study shall show that the 25-year storm flow will be contained within the street from curb to curb and the 100-year storm flow shall be contained within the street right-of-way.

When either of these criteria are exceeded, additional drainage facilities shall be installed. All analysis shall comply with the Orange County Hydrology Manual and County Local Drainage Manual and be subject to review and approval by City Engineer.

34. The project shall be designed to accept and properly dispose of all off-site drainage flowing onto or through the site.

35. The storm drain design, and improvements shall be consistent with the WQMP and Hydrology/Hydraulics Report.
484

DPR 2025-01 & UP 2025-02
Attachment “A”

36. The hydraulics and hydrology report shall include detailed drainage studies indicating how the grading, in conjunction with the drainage conveyance systems including applicable swales, channels, street flows, catch basins, storm drains, and flood water retarding, BMP treatment and LID, will allow building pads to be safe from inundation from rainfall runoff which may be expected from all storms up to and including the theoretical 100-year flood per the Orange County Hydrology Manual. If the quantities exceed the existing downstream capacity, the developer shall provide adequate drainage facilities to mitigate the impact as approved by the City Engineer.

37. The post development peak flow rate generated from the project site shall be less than or equal to the predevelopment peak flow rate from the site for all frequency storms up to and including 100-year return.

Public Improvements and Construction

38. Existing pavement conditions are determined unsuitable due to cracking, irregular surface, age, water damage, and/or failure to meet structural section to support the new development. The applicant shall provide street resurfacing from the center along the full length of proposed area of work (grind to a depth of 2-inch and 2-inch overlay of rubberized asphalt) with the exclusion of trenching requirements.

39. Prior to issuance of the occupancy permit, all new public improvements shall be constructed satisfactorily to City Standards.

Grading:

40. Provide volumes of cut and fill on the grading plan.

41. The development site shall be graded to drain surface water to the e xisting City storm drain system with no cross-lot drainage permitted. Drainage shall be indicated on the precise grading plans.

42. Prior to approval of the final design plans and issuance of a grading permit, the applicant shall conduct a site-specific geotechnical investigation for the entire site and prepare a report that fully assesses the geologic and soil conditions of the site.

As part of the report preparation, soil sampling and any geotechnical testing will be completed at each location where structures are to be erected. The report shall provide grading and structural design recommendations for avoiding liquefaction, subsidence or collapse for each of the proposed structures. The recommendations shall be implemented by the Applicant.

43. Prior to issuance of a grading permit, the applicant shall prepare a water quality management Plan (WQMP) specifically identifying the Best management practices (BMP’S) that will be used on site to control predictable pollutant runoff. The plan shall comply with the Orange County Drainage Area Management Plan (DAMP) and LID Implementation Guideline. Website available at
485

DPR 2025-01 & UP 2025-02
Attachment “A”

( https://ocerws.ocpublicworks.com/service-areas/ocenvironmental- resources/ocwatersheds/documents/drainage-area-management-plan-7).

Particular attention should be addressed to the appendix section “Best Management Practices for Development.” The WQMP shall clearly show the location of structural BMP’s and assignment of long-term maintenance responsibilities (which shall also be included in Maintenance agreement). The plan shall be prepared to the general form and content show in the city of Placentia’s WQMP template and shall be submitted to the city engineer for review and approval. website available at ( http://www.placentia.org/index.aspx?nid=262) .

WQMP shall include a feasibility check to ensure the proposed infiltration BMPs are not proposed to be within 100 feet horizontally of a water supply well and/or non-potable well for the protection of groundwater quality per Orange County TGD.

44. Prior to the issuance of grading permits, the applicant shall prepare and submit a precise grading plan prepared by a licensed civil engineer to the Engineering Division of the Public Works Department showing building footprints, new and revised pads and elevations of finished grades, drainage routes, retaining walls, erosion control, slope easements, structural best management practices (BMPs) conforming to the approved water quality management plan, and other pertinent information. The project development shall accept and make provisions for the existing surface water that are the natural flows from the adjacent properties immediately abutting to the development site. Provide a site plan showing that the new building footprint will be completely outside of the easement areas.

45. Provide a Bond Estimate for all improvements. Perform ance and Labor/Material bonds shall be required prior to issuance of grading permit.

46. The site grading, landscape, irrigation, and street improvement plans shall be coordinated for consistency with each other and for consistency with the requirements and standards of the City of Placentia.

47. All parking, common, and storage areas shall be lighted to maintain a minimum of 1-foot candle power. These areas should be lighted from sunset to sunrise and be on photo censored cell.

48. Prior to the issuance of a grading permit, erosion control plans and notes shall be submitted and approved by the Engineering Division of Public Works Department.

Street Vacation:

49. Street vacation shall follow procedures of Part 3 California Streets and Highways Code. Industrial Way is eligible for a summary vacation as per Subsection 8334.5 of the California Streets and Highways Code. Street vacation procedure shall be per Chapter 4 Article 2 of the California Streets and Highways Code Part 3.

50. Submit a transmittal letter with the following submittal package:
a. 8.5 x 11” Plat showing the bearings and distances of the area to be 486

DPR 2025-01 & UP 2025-02
Attachment “A”

vacated, signed and sealed by a licensed land surveyor. The Plat shall be precise and illustrate the legal description of the area to be vacated. b. Legal description of the area to be vacated on 8.5 x 11” paper, signed and sealed by a licensed land surveyor.
c. Current title report of the property to be vacated.
d. Traverse Calculations of the area to be vacated.

POLICE DEPARTMENT:

51. The applicant, property owner, and their successors in interest shall comply with all applicable provisions of the Placentia Police Department Standard Building Security Requirements for Non-Residential Buildings (May 2025), as adopted by the Chief of Police pursuant to California Penal Code Sec tion 14051. Said document, in its entirety, is hereby incorporated by reference as though fully set forth herein and shall constitute binding conditions of approval applicable to the hotel development project.

Prior to the issuance of any building permit, plans shall be submitted to the satisfaction of the Chief of Police and the Director of Development Services demonstrating conformance with all applicable standards contained therein, including but not limited to provisions governing building access, light ing, parking areas, emergency response access, construction site security, and closed -circuit video surveillance systems.

Any modification, deviation, or waiver from the adopted Standard Building Security Requirements shall require the prior written consen t of the Chief of Police, whose determination shall be final unless otherwise appealed in accordance with the procedures set forth in the Placentia Municipal Code.

Failure to maintain compliance with the approved standards and any subsequently authorized modifications shall constitute a violation of this approval and may result in the suspension or revocation of project entitlements pursuant to Chapter 23.87 of the Placentia Municipal Code.

PLACENTIA FIRE & LIFE SAFETY DEPARTMENT:

52. Prior to the issuance of building permits, the following shall occur:
a. Placentia Fire & Life Safety Department at time of plan or permit submission will charge certain fees for plan review and inspections.

Fees will be determined at the time of plan review and/or inspections. b. The proposed project shall comply with the applicable codes and standards of Title 24, Part 1-12.
487

DPR 2025-01 & UP 2025-02
Attachment “A”

c. A Fire Master Plan shall be submitted and designed in accordance with PFLSD Fire Department Access and Water Requirements for Commercial and Residential Development Guideline, adopted as an amendment to the 2022 California Fire Code. Fire access and water plans shall specifically address and/or include, but aren’t limited to, the following:
i. Roadways shall be extended to within one hundred and fifty feet (150) feet of all portions of the exterior walls as measured by an approved path of travel. An approved turnaround shall be provided when the roadway exceeds one hundred and fifty (150) feet as directed by Placentia Fire & Life Safety Department.
ii. The proposed development, at time of initial review, encroaches into the existing fire apparatus turnaround area. Revise the plans and demonstrate a turnaround area that is not under the cantilevered portion of the building. Fire lanes or turnaround areas under buildin gs are not accepted.
iii. Plans shall indicate that, for firefighter safety during an incident, buildings of this type and height shall maintain 20-30 feet, measured from the base of the building to the inside edge of the fire lane at Industrial Way. The inside edge of fire access roadways serving multistory buildings should be located no closer than 10-30 feet from the building, the actual distance being a function of overall building height with consideration given to building construction, presence of openings, and other potential hazards.
iv. Civil plans shall include road cross sections meeting the requirements for a fire lane, including but not limited to, weight rating, minimum road width of 20 feet, and a 25 ft inside and 45 ft outside turning radius.
v. Show the locations of all public hydrants on the surrounding streets. vi. Provide a 150 ft hose pull exhibit on the site plan/fire master plan. vii. Resuce windows are required in sleeping rooms of R occupancies.

Show the location of all rescue windows and ladder pads o n the fire department access plan.

53. Prior to construction, the following shall occur:
a. Fire access roadways shall be in place, maintained unobstructed, and drivable by fire apparatus throughout the construction process. Fire access roadways shall be designed in accordance with the Placentia Fire and Life Safety Fire Department Access and Water Requirements for Commercial and Residential Development.
488

DPR 2025-01 & UP 2025-02
Attachment “A”

b. Any gate or barrier across a fire access roadway, whether manual or automatic, must meet the Placentia Fire & Life Safety Department requirements and have specific plans and permits approved prior to installation. Knox brand key-operated electric key switch keyed to Placentia Fire & Life Safety Department specifications are required. The Knox switch shall override all gate functions and open the gate. c. A water flow test shall be completed and confirmed by the applicable water district. Provide hydrant flow information on PFLSD Water Availability form on all applicable plans.
d. Prior to combustibles being brought onsite, all applicable fire hydrants shall be in service and capable of providing the required fire flow.

54. Prior to occupancy, the following shall occur:
a. Prior to Fire Department clearance for occupancy, an automatic fire sprinkler system is required. The system shall comply with NFPA 13 Standards for Automatic Fire Sprinkler Systems. Plans shall be submitted to the Placentia Fire and Life Safety Department for review and approval in electronic format.
b. Prior to Fire Department clearance for occupancy, an automatic fire alarm system is required. The system shall comply with NFPA 72 Standard for Fire Alarm Systems. If such a system is required, plans shall be submitted to the Placentia Fire and Life Safety Department for review and approval in electronic format.
c. Prior to final inspection or occupancy, portable fire extinguishers are required to be installed as directed by Placentia Fire & Life Safety Department Community Risk Reduction staff. The size, location, and markings shall be illustrated on the floor plan of the construction documents. Prior to installation the client is directed to request a fire inspection to confirm the locations of the fire extinguishers due to field changes with business systems that could conflict with the construction documents.
d. Knox emergency access key box is required within 10 feet of the main address or as approved by Placentia Fire & Life Safety. Premise keys for all buildings and areas shall be marked and placed in the box prior to final inspection to ensure emergency access. The building owner/occupants shall provide replacement keys whenever locks are changed.
e. Permanent street numbers, meeting the City’s requirements, shall be provided on the address side of the building at the highest point and furthest projection of the structure.
489

DPR 2025-01 & UP 2025-02
Attachment “A”

f. An emergency responder communication coverage system is required.

Alternatively, testing proving adequate communication within the building, meeting the requirements of emergency responder communications, may be submitted for review.
g. Provide plans as a PDF file for pre-fire planning use by the fire department. Information shall include locations of all exits, stairwells, and roof access. Also, the location of fire hydrants, fire department connections, post indicator valves, backflow prevention, gas, electrical, water, fire sprinkler risers and standpipe valves and shutoffs, and elevator and electrical equipment rooms, fire alarm panels, and remote annunciators. The symbols used for the pre -fire plan must be obtained from Placentia Fire & Life Safety Department.

490

Resolution No.R-2025-74

RESOLUTION NO. R-2025-74

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PLACENTIA, CALIFORNIA APPROVING A PURCHASE

AND SALE AGREEMENT FOR A PORTION OF CITY

PROPERTY LOCATED AT THE END OF THE CUL-DE-SAC
FRONTING 450 S. PLACENTIA AVENUE AND FINDING

THE ACTION TO BE CATEGORICALLY EXEMPT UNDER

STATE CALIFORNIA ENVIRONMENTAL QUALITY ACT
(CEQA) GUIDELINES SECTION 15332 INFILL

DEVELOPMENT

WHEREAS, CY Hospitality LLC, a California limited liability company, (“Buyer”) has proposed development of a hotel to be constructed at approximately 62 feet tall, with 86-guestroom keys, approximately 42,631 sq. ft. of total buildable area, approximately 24,210 sq. ft. of parking area, 82 parking spaces and 545 sq. ft. of lobby area ( the “Hotel”); and

WHEREAS, Buyer has proposed that Project be developed on property consisting of the City Property and the land located at 450 S. Placentia Avenue; and

WHEREAS, Buyer is an experienced developer of hotel projects;

WHEREAS, subject to the terms and conditions of Purchase and Sale Agreement, (i) City has agreed to sell the City Property to Buyer, and (ii) Buyer has agreed to (a) buy the City Property from City, (b) construct the Project on the Master Site, and (c) develop and operate the Hotel.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Placentia, as follows:

Section 1. All procedures of the California Environmental Quality Act (“CEQA”), California Public Resources Code §21000 et seq., and the CEQA guidelines, title 14 of the California Code of Regulations, chapter 3, §15000 et seq. have been satisfied as the project is categorically exempt under CEQA guidelines sec. 15332, Class 32 (Infill Development Projects) categorical exemption pursuant to CEQA Guidelines §15332. Said determination has been prepared in compliance with the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (Title 14, Cal. Code Regs., §15000 et seq.), and the City of Placentia Environmental Guidelines, and the City Council has reviewed and considered all information in the record related to the environmental determination f or the applications.

City Staff shall file a Notice of Exemption in the time frame required by law.

Section 2. The City Council of the City of Placentia hereby approves , and directs the City Administrator to execute, an agreement for the sale of City property, located at the end of the cul-de-sac fronting 450 S. Placentia Avenue, and execute all other necessary and related documents required to complete the transaction, between the City of Placentia and 491

Resolution No.R-2025-74

Buyer in substantially the form of Exhibit A, attached hereto and by this reference incorporated herein.

Section 3. Effective Date. This Resolution shall take effect upon adoption.

APPROVED and ADOPTED this 2nd day of December 2025.

____________________________
Kevin Kirwin, Mayor

ATTEST:

____________________________
Robert S. McKinnell, City Clerk

STATE OF CALIFORNIA

COUNTY OF ORANGE

I, Robert S. McKinnell, City Clerk of the City of Placentia, hereby certify that the foregoing Resolution was adopted a regular meeting of the City Council of the City of Placentia, held on the 2nd day of December 2025, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

_______________________________
Robert S. McKinnell, City Clerk

APPROVED AS TO FORM:

_________________________________
Christian L. Bettenhausen, City Attorney

Exhibit A: Purchase and Sale Agreement For A Portion Of City property located at the end of the cul-de-sac fronting 450 S. Placentia Avenue

492

50233600.3

PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is entered into as of _______________, 2025 (the “Effective Date”), by and between the City of Placentia (the “Seller”) and CY Hospitality LLC, a California limited liablity company , the “Buyer” and collectively, with Seller, the “Parties”), with reference to the following recitals of fact:

RECITALS
A. WHEREAS, Seller is the owner of the City Property, as defined below, located at 450 S. Placentia Avenue, in the City of Placentia, more particularly described on Exhibit A1 and A2, attached hereto and incorporated herein by this reference (the “City Property”) ; B. WHEREAS, Buyer has proposed development of a hotel to be constructed at approximately 62 feet tall, with 86-guestroom keys, approximately 42,631 sq. ft. of total buildable area, approximately 24,210 sq. ft. of parking area, 82 parking spaces and 545 sq. ft. of lobby area ( the “Project”).

C. WHEREAS, Buyer has proposed that Project be developed on property consisting of the City Property and the land located at 450 S. Placentia Avenue, depicted on Exhibit B attached hereto and incorporated herein by this reference (the “Master Site”); D. WHEREAS, Buyer is an experienced developer of hotel projects; E. WHEREAS, subject to the terms and conditions of this Agreement, (i) Seller has agreed to sell the City Property to Buyer, and (ii) Buyer has agreed to (a) buy the City Property from Seller, (b) construct the Project on the Master Site, and (c) develop and operate the Project and the Master Site.

AGREEMENT

1. Definitions. In addition to the terms defined above and in the body of this Agreement, the following terms have the following meanings for purposes of this Agreement:
(a) “Business Day” shall mean a day other than a Saturday, a Sunday or a day on which lenders in Orange County are authorized or obligated by law or executive order to close.
(b) “Close of Escrow” means the date when Seller and Buyer have each performed their respective pre-closing obligations under this Agreement, all conditions precedent to closing have been satisfied (or waived in writing) and the Escrow Holder has all documents and funds it requires in order to record the Grant Deed to Buyer and deliver funds and all other closing documents to Seller.
(c) “City Property” means approximately 6,358 square feet owned by the City directly adjacent to 450 S. Placentia Avenue as described in Exhibit A1 and shown on Exhibit A2, and includes all of the City’s right, title and interest in and to the City Property, including all privileges, easements, improvements and appurtenances benefiting the City Property, except as expressly excluded, all of the City’s interest, if any, in all mineral and water rights and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the City Property, and all tangible and intangible personal property located on or related to the City Property.

R-2025-74
Exhibit A
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2 (d) “Financing Deadline” means the date which is three years from the Effective Date.
(e) “Force Majeure Delay” shall mean a delay caused by a Force Majeure Event as to which the claiming party gives the non-claiming party written notice, within thirty (30) days after the commencement of any such delay, of the existence and nature of the delay and within ten (10) days following the expiration of any such delay, provides a written request for extension of the applicable deadline.
(f) “Force Majeure Event” shall mean act of God, natural disaster, pandemic, accident, strikes, lockouts or other labor disturbances or disputes, interruption of services by suppliers thereof, unavailability of materials or labor, rationing or restrictions on the use of utilities or public transportation whether due to energy shortages, war, civil disturbance, riot, governmental rules, regulations, or restrictions, building moratorium, delay in issuance of any permits or governmental approvals not resulting from the act or omission of the party claiming the Force Majeure delay, litigation or other legal action by a third party, or any other occurrence that is beyond the control of that Party not involving the payment of money. (g) “Hazardous Materials” means any toxic or hazardous substance, material or waste or any pollutant or contaminant or infectious or radioactive material, including those substances, materials or wastes regulated now or in the future under any of the following statutes or regulations promulgated thereto: (a) any “hazardous substance” within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) 42 U.S.C. § 9601, et seq. or the California Hazardous Substance Account Act, Cal.

Health and Safety Code § 25300 et seq. or the Porter-Cologne Water Quality Act, Cal. W ater Code § 13000 et seq. or the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq.; (b) any “hazardous waste” within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; (c) any “pesticide” or “economic poison” as defined in California Food & Agricultural Code § 12753 and any regulations promulgated in connection therewith; or (d) any other substance, chemical, waste, toxicant, pollutant, pesticide or contaminate regulated by any federal, state or local law, statute, rule, regulation or ordinance for the protection of health or the environment, including methane and any petroleum products or fractions thereof. (h) “Land Closing” has the meaning ascribed thereto in Section 4 hereof. (i) “Land Closing Date” has the meaning ascribed thereto in Section 7 hereof. (j) “Outside Land Closing Date” means two (2) years from the date this Agreement is fully executed (or such later date as may be collectively agreed to in the sole and absolute discretion of Seller and Buyer).
(k) “Permitted Exceptions” shall mean those exceptions to title to the Property listed on Exhibit D attached hereto and any exceptions to title hereafter created with the mutual written consent of Seller and Buyer.
(l) “Project” has the meaning set forth in Recital B.
(m) “Project Building Permits” means any and all final approvals required by the City or any other governmental agency with jurisdiction over the Project to allow for the commencement of vertical construction of the Project.
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3 (n) “Project Design Documents” means any and all structural, engineering, architectural and other documents as are necessary to obtain Project Building Permits. (o) “Property Information” means all studies, maps, documents, surveys, physical inspection reports or any other information that Seller has provided Buyer or Buyer has obtained or will obtain regarding the Property as set forth in Section 6(a).

2. Purchase and Sale of Property. Subject to the terms and conditions provided herein, Seller hereby agrees to sell, and Buyer hereby agrees to purchase, upon the terms and conditions herein, the City Property; all rights, privileges and easements appurtenant to the Property (collectively, the “Appurtenances”);

3. Purchase Price and Deposit. The purchase price for the Property (the “Purchase Price”) shall be One Hundred Twenty Seven Thousand Four Hundred Forty Four and 00/100 Dollars ($127,444.00). Within 10 days of the opening of Escrow Buyer shall deliver to Seller a check in the sum of Ten Thousand ($10,000.00) (the "Non-Refundable Deposit"). The Non- Refundable Deposit shall not be refunded for any reason excepting therefrom a material and uncured breach of the Agreement by Seller, but the amount of the Non-Refundable Deposit will be credited toward the Purchase Price at the time of the Land Closing.

4. Payment of Purchase Price. The Purchase Price shall be paid as follows:

The acquisition and sale of the Property shall be consummated through an escrow (the “Escrow”) to be opened with Commonwealth Land Title

Rep. Name: Andrea Mittelstaedt
Address: 4400 MacArthur Blvd, Suite 800, Newport Beach, CA 92660 Phone: (714) 878-8087
E-mail: [email protected] (the “Escrow Holder”). (a) On or before the Closing Date the Buyer shall deposit into Escrow cash or other immediately available funds in an amount equal to the Purchase Price plus an amount sufficient to cover all of Buyer’s closing costs and proration charges, less the credit for the Non- Refundable Deposit (the “Land Closing Amount”).
(b) Buyer shall deposit into Escrow concurrently with and in addition to the Purchase Price the amount of One Hundred Dollars ($100.00) (the “Independent Consideration”). The Independent Consideration shall be non-refundable to Buyer as independent consideration for the rights extended to Buyer under this Agreement, including, without limitation, the right to terminate this Agreement subject to the terms herein. The Independent Consideration shall be released to Seller immediately following Buyer’s deposit of the Independent Consideration into Escrow. In all instances under this Agreement in which Buyer elects to terminate or is deemed to have terminated this Agreement, Seller shall retain the Independent Consideration. The Independent Consideration shall not be applicable towards the Purchase Price or treated as consideration given by Buyer for any purpose other than stated in this Section 4(b).
(c) On or before the “Land Closing Date” (as defined below), Buyer shall deposit into Escrow cash or other immediately available funds in an amount equal to an amount sufficient to cover all of Buyer’s closing costs and proration charges (the “Land Closing Amount”). For purposes of this Agreement, the term “Land Closing” means the date upon which the Grant Deed is recorded in the Official Records of Orange County. 495

4 5. Title to the Property. At the Land Closing, Seller shall convey to Buyer fee simple title to the Property by duly executed and acknowledged grant deed in the form attached hereto as Exhibit C (the “Grant Deed”). Evidence of delivery of fee simple title shall be the issuance by the Title Company (as defined below) to Buyer of an ALTA Extended Coverage Owner’s Policy of Title Insurance in an amount designated by Buyer, insuring fee simple title to the Property in Buyer, subject only to the Permitted Exceptions (the “Title Policy”). The Title Policy shall provide full coverage against mechanics’ and materialmen’s liens (including, without limitation, any liens arising from work associated with the Seller Improvements) and shall contain such special endorsements as Buyer may reasonably require (the “Endorsements”). In any event, Seller covenants to cause to be released and reconveyed from the Property, and to remove as exceptions to title prior to the Land Closing the following (the “Pre-Disapproved Exceptions”):
any exceptions regarding tenants, mortgages, deeds of trust, or other monetary encumbrances, and/or indebtedness other than caused by Buyer, except for the current installment of non- delinquent real property taxes and assessments payable as a part of the real property tax bill.

Buyer shall pay all costs of obtaining the portion of the Title Policy attributable to the extended coverage, any binder and any survey costs.

6. Review and Investigation of Property.
(a) Property Information. At all times during the term of this Agreement prior to Land Closing, Seller shall, from time to time, promptly deliver (if not previously delivered) to Buyer all documents relevant to the condition of the Property not previously delivered to Buyer which come into the possession or control of Seller and/or Seller’s affiliates and which are not privileged, confidential or proprietary, including, without limitation, environmental reports, environmental approvals, planning and zoning approvals, studies, surveys, and test and the rates and methods for calculation of all applicable assessment districts, if any (collectively, the “Property Information”). Seller shall promptly notify Buyer in writing of any material changes to any previously delivered Property Information of which Seller becomes aware. (b) Investigations. At all times during the term of this Agreement prior to Land Closing, Buyer and Buyer’s engineers, contractors, consultants, employees and agents shall have access to the Property to conduct tests, investigations and inspections deemed necessary or appropriate by Buyer, including a Phase I and Phase II environmental assessment, including, without limitation any soil sampling and invasive testing associated therewith (collectively, the “Investigations”). Buyer shall provide Seller not less than 24 hours’ notice prior to entering the Property. In conducting such Investigations Buyer shall not damage the Property. Prior to commencing any Investigations, Buyer shall, at Buyer’s sole cost and expense, deliver a certificate of insurance to Seller naming Seller and Seller’s lenders as additional insureds on Buyer’s commercial general liability insurance policy with a combined limit of not less than $1,000,000. In the event Escrow does not close for any reason, Buyer shall upon the written request of Seller repair any damage to the Property caused by the Investigations in order to restore the Property to substantially the same condition which it was in prior to the c onduct of such Investigations. Buyer agrees to indemnify and hold harmless Seller from any claims, damages, liabilities, losses, costs or expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Claims”) which result from any damage to persons or property caused by Buyer’s Investigations; provided, however, that Buyer shall have no obligation to indemnify, defend and hold Seller harmless from and against any Claims resulting from Seller’s acts or omissions or Buyer’s mere discovery of adverse physical conditions affecting the Property, including, without limitation, any Hazardous Materials. (c) As-ls Purchase. As a material inducement to Seller's execution and delivery of this Agreement, Buyer does hereby acknowledge, represent, warrant and agree to and 496

5 with Seller that: (i) Buyer is thoroughly familiar with the Property, including with the environmental condition of the Property; (ii) Buyer is expressly purchasing the Property in its existing condition "as is, where is, and with faults" and specifically and expressly without any warranties, representations or guarantees, either express or implied, of any kind, nature, or type whatsoever from or on behalf of Seller with respect to all facts, circumstances, conditions and defects; (iii) Seller has specifically bargained for the assumption by Buyer of all responsibility for past, present and future actual and potential liability with the Property of any kind, source and or nature and for Buyer's assumption of all responsibility to inspect and investigate the Property and of all risk of; (iv) Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers, and Buyer is and will be fully satisfied that the Purchase Price is fair and reasonable consideration for the Property and any or all known and unknown actual or potential liabilities associated with it; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Buyer (whether prepared by or for Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Buyer to enter into this Agreement and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Buyer assumes the full risk of any liability, loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Seller hereby disclaims all warranties of any kind or nature whatsoever (including warranties of condition, merchantability, habitability and fitness for particular purposes) whether expressed or implied, including, but not limited to warranties with respect to the Property, Tax liabilities, zoning, land value, subdivision or land use, availability of access or utilities, ingress or egress, governmental approvals, or the soil conditions of the Property. Buyer further acknowledges that Buyer is buying the Property "as is" and in its present condition and that except as otherwise expressly provided in this Agreement, Buyer is not relying upon any representation of any kind or nature made by Seller, or any of its employees or agents with respect to the Property, and that, in fact, no such representations were made except as expressly set forth in this Agreement. Further and without in any way limiting any other provision of this Agreement, Seller makes no warranty with respect to the presence of Hazardous Substances on or under the Property (or any parcel in proximity thereto), or the Release of Hazardous Substances on, under, or from the Property. By acceptance of this Agreement and the deed, Buyer acknowledges that Buyer's opportunity for inspection and investigation of the Property has been adequate to enable Buyer to make Buyer's own determination with respect to the presence of Hazardous Substances on or under the Property (or any parcel in proximity thereto), and as to any Release of Hazardous Substances on, under, or from the Property. Furthermore, the Closing hereunder shall be deemed to constitute an express waiver of Buyer's and its successors' and assigns' rights to sue Seller and of Buyer's right to cause Seller to be joined in an action brought under any Environmental Law. Buyer and Seller intend for Section 6.2.2 and this Section 6.3 to be construed as an agreement made in accordance with 42 U.S.C. § 9607(e) and California Health and Saf ety Code § 25364. (d) General Release. Without in any way limiting the generality of the preceding paragraphs, Buyer, on behalf of itself, its successors and assigns, specifically acknowledges and agrees that it forever waives, releases and discharges any claim it has, might have had or may have against Seller, with respect to the Property or the condition of the Property, any and all known and unknown, either patent or latent, actual and/or potential liabilities associated with the Property and the compliance with any Environmental Law, or occupational protection, subdivision or land use laws or requirements or liability for violations thereof, an any other state of facts which exist with respect to the Property. Buyer waives the benefit of California Civil Code Section 1542, which provides as follows:
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6 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THE CREDITOR

DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE

TIME EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST

HAVE MATERIALLY AFFECTED HIS OR HER SETILEMENT WITH THE DEBTOR."
Seller and Buyer have each initialed this Section 6.d to further indicate their awareness and acceptance of each and every provision of this Agreement Seller's Initials:

Buyer's Initials:

7. The Land Closing.
(a) The Land Closing Date. The Land Closing shall occur through Escrow in the customary manner for the consummation of commercial real estate purchase and sale transactions in Orange County, California on the date elected by Buyer (the “Land Closing Date”); provided, that if the Land Closing Date has not occurred by the Outside Land Closing Date, either Party may terminate this Agreement and neither Party shall have any further rights or obligations in connection with this Agreement, except as otherwise expressly provided in this Agreement.
(b) Buyer’s Conditions to Land Closing. Buyer’s obligation to consummate the purchase of the Property is subject to and conditioned upon the satisfaction of each of the following conditions (unless otherwise waived in writing by Buyer) on or before the Land Closing Date which conditions are for the sole benefit of Buyer:
(i) The Title Company shall have given Buyer its unconditional and irrevocable commitment to issue the Title Policy in favor of Buyer insuring Buyer as the fee owner of the Property with liability in an amount reasonably acceptable to Buyer, subject only to the Permitted Exceptions.
(ii) Seller shall have delivered to Escrow Holder the documents set forth in Section 7(e)(ii), below.
(iii) Each and all of the representations and warranties made by Seller in Section 10 hereof shall be true and correct in all material respects as of the Land Closing Date.
(iv) Seller shall have performed in all material respects all of the covenants which Seller, pursuant to the terms of this Agreement, has agreed to perform on or prior to the Land Closing Date and Seller shall not be in material breach or default under this Agreement.
(v) Buyer shall have determined that the Property is acceptable to Buyer in Buyer’s sole and absolute discretion.
(vi) The Property shall be a separate legal conveyable parcel compliant with the California Subdivision Map Act.
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7 If the conditions to Buyer’s obligation to consummate the transaction contemplated in this Agreement are not satisfied (or waived by Buyer), then, upon Buyer’s request, this Agreement shall terminate. The conditions set forth in this Section 7(b) are for the sole benefit of Buyer.
(c) Seller’s Conditions To Land Closing. Seller’s obligation to consummate the sale of the Property is subject to and conditioned upon the satisfaction of each of the following conditions (unless otherwise waived in writing by Seller) on or before the Land Closing Date which conditions are for the sole benefit of Seller:
(i) Buyer shall have delivered to Escrow Holder the documents set forth in Section 7(e)(i) below.
(ii) The Property shall be a separate legal conveyable parcel compliant with the California Subdivision Map Act.
(iii) All necessary project entitlements and CEQA analysis and documentation have been reviewed and approved by the City, and are final. (iv) The City Building Official has certified that construction plan check is complete and the City is prepared to issue the Project building permit for construction. (v) The City Engineer has certified that street improvement plans are complete and ready for construction.
(vi) Each and all of the representations and warranties made by Buyer in Section 10 hereof shall be true and correct in all material respects as of the Land Closing Date.

If the conditions to Seller’s obligation to consummate the transaction contemplated in this Agreement are not satisfied (or waived by Seller), then, provided Seller is not in default hereunder, upon Seller’s request, this Agreement shall terminate. The conditions set forth in this Section 7(c) are for the sole benefit of Seller.
(d) Waiver of Failure of Conditions to Land Closing. At any time on or before the date specified herein for the satisfaction of any condition, Seller or Buyer may elect in writing to waive the benefit of any such condition to its obligations hereunder. By closing Escrow, Seller and Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in this Section 7, except to the extent that the same expressly survive Land Closing.
(e) Deliveries at Land Closing. At least one (1) business day prior to the Land Closing Date, Seller and Buyer shall each deliver to Escrow Holder such instruments and funds as are necessary to consummate the purchase and sale of the Property, including the following:
(i) Buyer shall deliver:
(A) The Land Closing Amount;
(B) Any other items reasonably necessary to consummate the transaction contemplated hereby.
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8 (ii) Seller shall deliver:
(A) An original of the Grant Deed executed and acknowledged by Seller, as grantor;
(B) An affidavit directed to Buyer giving Seller’s taxpayer identification number and confirming that Seller is not a “foreign person,” which affidavit shall be, in form and substance, sufficient to relieve Buyer of any withholding obligation under §1445 of the Internal Revenue Code (“Seller’s Foreign Person Affidavit”), together with a duly executed California Franchise Tax Board Form 593-C (the “Cal FIRPTA”); and
(C) Any other items reasonably necessary to consummate the transaction contemplated hereby.
(iii) Upon satisfaction of all conditions and closing requirements set forth herein, Escrow Holder shall:
(A) Cause the Grant Deed to be recorded in the office of the County Recorder for the Orange County, State of California (in that order) and deliver a conformed copy to Buyer and to Seller;
(B) Pay from Buyer’s funds Buyer’s share of any closing costs and prorations;
(C) Pay from funds held for Seller’s account Seller’s share of any closing costs and prorations; and
(D) Deliver the Seller’s Foreign Person Affidavit, the Cal FIRPTA and the Title Policy to Buyer.

8. Costs and Prorations.
(a) Costs. Costs of the Land Closing and Escrow shall be allocated as follows:
(i) Buyer shall pay the costs of recording the Deed.
(ii) Buyer shall pay all documentary transfer taxes imposed in connection with transferring the property and recording the Deed including City and County transfer taxes.
(iii) Seller shall pay the premium for the Title Policy attributable to CLTA coverage and the cost of any Endorsements that it may request and the portion of the title premium attributable to ALTA extended coverage.
(iv) Buyer and Seller shall each pay half the fees of the Escrow Holder, including any cancellation costs, and the costs of the Escrow. (v) Buyer and Seller shall each pay their respective attorneys’ fees. (b) Customary Apportionment. All other costs, if any, shall be apportioned in the customary manner for real estate transactions in Orange County, California. 500

9 (c) Prorations. All items of income and expense relating to the Property (including, without limitation, taxes and assessments), other than interest on any deed of trust or other lien to be paid off at or prior to the Land Closing, premiums on any policy of insurance which shall not continue after the Land Closing, or other expenses which shall not continue after the Land Closing, shall be prorated between Buyer and Seller as of 12:01 a.m. Pacific Time on the Land Closing Date in the customary manner for real estate transactions in Orange County, California. All prorations provided for herein shall be on a thirty (30) day month basis. Any errors or omissions made in calculating adjustments and prorations shall be corrected promptly upon the discovery thereof. If any estimations are made at the Land Closing regarding adjustments or prorations, the Parties shall make the appropriate correction promptly when accurate information becomes available. Any corrected adjustment or proration shall be paid in cash to the Party entitled thereto within ten (10) days after written request therefore or discovery thereof. The provisions of this Section 8(c) shall survive the Land Closing. (d) Post-Closing Adjustments. Any statements from governmental agencies for real property taxes, bonds and assessments relating to the Property for periods prior to the Land Closing that are delivered to Buyer after the Land Closing shall be paid by Seller within ten (10) days from written notice from Buyer. Seller, however, shall have the right to contest any such real property taxes, bonds or assessments. If any such statements from governmental agencies for real property taxes, bonds or assessments for periods prior to the Land Closing indicate an overpayment of any taxes or assessments relating to the Property for periods prior to the Land Closing such overage shall be paid to Seller by Buyer within ten (10) days after Buyer’s receipt of any refund or notice of reassessment. The provisions of this Section 8(d) shall survive the Land Closing.

9. Confidentiality of Property Information.
(a) At all times prior to the Close of Escrow, Buyer shall treat the Property Information on a strictly confidential basis and shall use such information only in connection with the transaction contemplated under this Agreement. Notwithstanding the foregoing, Buyer may, to the extent reasonably and actually necessary to Buyer's investigation of the Property and proper performance of Buyer's obligations under this Agreement, disclose the Property Information to TCAC, Buyer's consultants, lenders, funding agencies, project investors, experts or engineers.
(b) Buyer hereby acknowledges that except as otherwise provided for herein or in the documents executed by Seller and to be delivered at the Close of Escrow, neither Seller, nor any agents, representatives, employees or attorneys of Seller have made any representations or warranties, direct or implied, oral or written with respect to the accuracy, completeness or reliability of the Property Information. Buyer hereby expressly releases Seller, Seller's agents, representatives, employees and attorneys (other than in the case of fraud or willful misconduct by any of the aforementioned) from any and all claims, losses, proceedings, damages, causes of action, liability, costs or expenses (including attorneys' fees) arising from, in connection with or caused by (a) Buyer's reliance upon any of the Property Information, or statements, representations or assertions contained therein, and (b) inaccuracy, incompleteness or unreliability of any of the Property Information.
(c) If this Agreement is terminated prior to Construction Loan Closing, Buyer shall upon the payment by Seller of any amounts owed to Buyer hereunder (i) deliver to Seller copies of all non-legally privileged entitlements, applications, submittals, reports, surveys, studies, Project Design Documents, and other non-confidential plans, reports and materials generated by or for Buyer with respect to the Property, (ii) assign to Seller, to the extent assignable, all of its 501

10 rights therein and in and to any contracts for the preparation thereof, and (iii) to the extent the consent of any third party is required for such delivery or assignment, use commercially reasonable efforts (which shall not include the payment of money by Buyer) to obtain the consent of such third parties (collectively, the “Buyer Work Product”). Seller agrees and acknowledges that any materials transferred and/or assigned pursuant to this Section 10(c) shall be transferred “AS-IS” without any representation or warranty by Buyer and Buyer shall have no liability to Seller or any other party with respect to the use of any such materials.

10. Representations and Warranties.
(a) Seller hereby represents and warrants to Buyer as of the Effective Date and as of the Close of Escrow as follows:
(i) Seller is the legal and equitable owner of the Property and has the full right, power and authority to sell and convey the Property; to enter into this Agreement and the instruments referenced herein; and to consummate the transactions contemplated hereby, subject to the terms and conditions set forth in this Agreement. (ii) The persons executing this Agreement and any other documents executed and delivered on behalf of Seller have the full right, power and authority to do so and have been duly authorized to do so by Seller, and no other persons are required to execute this Agreement on behalf of Seller.
(iii) This Agreement and all the documents executed by Seller which are to be delivered to Buyer at the Close of Escrow are and will be duly authorized, executed, and delivered by Seller.
(iv) Seller has not introduced, or knowingly permitted any other party to introduce, any Hazardous Materials on, in, under or about the Property in violation of applicable environmental laws; and, except as has be previously disclosed in writing to Buyer, Seller has not received written notice of the past or present existence of any Hazardous Materials on, in, under or about the Property in violation of applicable environmental laws.
(v) Neither the execution and delivery of this Agreement by Seller, nor performance of any of its obligations hereunder, nor consummation of the transaction contemplated hereby, shall conflict with, result in a breach of, or constitute a default under, the terms and conditions of the organizational documents pursuant to which Seller was organized, or any indenture, mortgage, deed of trust, agreement, undertaking, instrument or document binding on the Property, Seller or any affiliate thereof, or any order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over Seller.
(vi) There are no pending or, to Seller's actual knowledge, threatened, actions, suits, proceedings, judgments, orders, decrees or governmental investigations (including, without limitation, any condemnation or notice of condemnation) affecting or related to Seller or the Property.
(vii) Seller has no information or knowledge of any pending or officially proposed change contemplated in any applicable laws or of any judicial or administrative action, any action by adjacent landowners, or any fact or condition relating to the Property, 502

11 which would adversely affect, prevent, or limit development or use of the Property as an affordable housing development.
(viii) To Seller's actual knowledge, except as may be set forth in any reports, analyses or other documents provided by Seller to Buyer, there are no, and Seller has not received written notice of, any violations of any applicable laws, statutes, codes, ordinances, regulations, rules or restrictions pertaining to or affecting the Property. (ix) Except for this Agreement, there are no leases, subleases, licenses or other agreements granting a possessory right or right to use any part of the Property. (x) Seller is not a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. (xi) No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal or State bankruptcy laws is pending against or contemplated by Seller. (xii) During the period from the date of this Agreement to the Land Closing Date (the “Interim Period”), Seller shall act with respect to the Property in accordance with its preexisting practices as if the Property were not to be sold, including, without limitation, by maintaining at least the same levels of insurance in effect as of the Effective Date. Seller shall not enter into or modify any lease, agreement or contract relating to the Property which is not terminable prior to or concurrent with the Land Closing during the Interim Period without the prior written consent of Buyer not to be unreasonably withheld.

Whenever phrases such as “to Seller's actual knowledge” or “Seller has no knowledge” or similar phrases are used in the foregoing representations and warranties, they will be deemed to refer exclusively to matters within the current actual (as opposed to constructive) knowledge of Joseph Lambert, Director of Development Services (“Seller's Representative”). No duty of inquiry or investigation on the part of Seller or Seller's Representative will be required or implied by the making of any representation or warranty which is so limited to matters within Seller's actual knowledge, and in no event shall Seller's Representative have any personal liability therefor. (b) Buyer hereby represents and warrants to Seller as of the Effective Date and as of the Close of Escrow as follows:
(i) Buyer is duly formed, validly existing and in good standing under the laws of the State of California.
(ii) Buyer has the full right, power and authority to enter into this Agreement and the instruments referenced herein; and to consummate the transactions contemplated hereby.
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12 (iii) The persons executing this Agreement and any other documents executed and delivered on behalf of Buyer have the full right, power and authority to do so and have been duly authorized to do so by Buyer, and no other persons are required to execute this Agreement on behalf of Buyer.
(iv) This Agreement and all the documents executed by Buyer which are to be delivered to Seller at the Close of Escrow are and will be duly authorized, executed, and delivered by Buyer.
(v) Buyer is not a person or entity with whom United States persons or entities are restricted from doing business under regulations of OFAC of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. (vi) No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal or State bankruptcy laws is pending against or contemplated by Buyer. (vii) Buyer has adequate financial and other resources to make timely payment of all sums due from Buyer hereunder and to perform all of its obligations hereunder.
(c) The foregoing representations and warranties shall be deemed to be repeated at the Close of Escrow, shall not be merged with the Grant Deed delivered at the Close of Escrow, and shall survive the Close of Escrow for a period of one (1) year, provided that a party must give the other party written notice of any claim it may have against it for a breach of any such representation or warranty, or for breach of any covenants contained in this Agreement, and file any claim, within one (1) year after the Land Closing Date (the “Breach Notice Period”). Any claim which a party may have at any time, whether known or unknown, which is not asserted within the Breach Notice Period shall not be valid or effective, and the other party shall have no liability with respect thereto. The provisions of this Section shall survive the Land Closing. (d) At the Close of Escrow, Buyer and Seller will reaffirm the foregoing representations and warranties as of the date of the Close of Escrow, provided that such reaffirmation may reflect any changes to such representations and warranties of which Seller or Buyer (as applicable) has become aware prior to the Close of Escrow.

11. Acknowledgements of Buyer.
(a) Buyer represents and warrants to Seller that Buyer has substantial experience with real property. Effective as of the Close of Escrow but subject to Section 18(b) below, Buyer expressly acknowledges and represents to Seller THAT, AS A MATERIAL

INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SELLER, BUYER IS PURCHASING THE PROPERTY IN AN “AS IS, WHERE IS” PHYSICAL CONDITION AND IN AN “AS IS, WHERE IS” STATE OF REPAIR, WITH ALL FAULTS AND DEFECTS, WHETHER KNOWN OR UNKNOWN and, in connection therewith, (i) Buyer does hereby waive, and Seller does hereby disclaim, all warranties of any type or kind whatsoever with respect to the Property (except as expressly provided in this Agreement or in the documents to be executed and delivered by Seller at the Close of Escrow), whether express or implied, including, by way of 504

13 description but not limitation, those of fitness for a particular purpose and use. Buyer hereby waives the benefit of any statute, law or decision that would in any way detract, reduce or diminish from giving full force and effect to the provisions of this paragraph. (b) Buyer expressly acknowledges and represents to Seller that, except as expressly provided in this Agreement or in the documents to be executed and delivered by Seller at the Close of Escrow (i) Buyer is relying upon Buyer's own independent investigation of the Property in entering into this Agreement and purchasing the Property and that Buyer previously thoroughly investigated and inspected each and every physical, economic and other aspect of the Property, and all factors relevant thereto, including, without limitation, the physical condition of the Property, and structures and improvements located thereon, including, but not limited to, any related engineering and structural information; the composition, condition and buildability of the Property's soil, including, but not limited to, any related geological, environmental and toxic information; size and dimensions of the Property, including, but not limited to, any existing architectural and site plans; accuracy and adequacy of the legal description of the Property; the Property's compliance with all applicable laws; the Property's fitness for any particular purpose, use or enjoyment; the feasibility of development of the Property, including, but not limited to, the Property's land use and development rights, development restrictions and conditions that are or may be imposed by governmental agencies, marketing studies and cost to complete studies; availability and adequacy of all utilities, including but not limited to, water, electricity, sewer, gas, and telephone; all documents, encumbrances and matters affecting the title of the Property; all federal, state, county, municipal and local laws, rules and regulations affecting the Property; all legal requirements such as taxes, assessments, zoning, use permits, building codes and certificates of occupancy; the rights and obligations of any tenants or occupants of the Property; and the existence of insurance contracts, contracts for work in progress, governmental agreements and approvals and agreements with associations affecting or concerning the Property; (ii) should Buyer not have sufficient opportunity to so investigate, Buyer shall elect not to consummate the transactions contemplated herein; and (iii) the consummation of such transactions by Buyer shall conclusively establish such opportunity. (c) The provisions of this Section 12 shall survive the Close of Escrow.

12. Condemnation. In the event a governmental entity commences or threatens in writing eminent domain proceedings to take all or material portion of the Property (a “material portion” being more than two percent (2%) of the net acreage of Property) or any adjacent or neighboring real property which would affect access to Property after the date hereof and prior to the Land Closing Date then Buyer shall have the right to either (i) terminate this Agreement in which event neither Party shall have any further rights or obligations in connection with this Agreement, except as otherwise expressly provided in this Agreement, or (ii) proceed with the Land Closing as scheduled notwithstanding such proceeding; provided, however, that all awards arising out of such proceedings with respect to Property shall be assigned to Buyer as of the date of Land Closing or credited to Buyer if previously received by Seller, and Seller hereby agrees to execute any separate assignment agreement, as Buyer may reasonably request, to evidence or effectuate the assignment of such awards. Seller’s obligations pursuant to the immediately preceding sentence shall survive the Land Closing.

13. Possession. Possession of Property shall be delivered to Buyer as of Land Closing free of any and all tenancies and/or occupancy rights.

14. Default of Seller.
505

14 (a) Default of Seller Prior to Close of Escrow. In the event that the Seller is in material breach of any Seller obligation set forth herein prior to the Close of Escrow, and such material breach has not been cured within thirty (30) days written notice to Seller of such material breach, then Buyer, as its sole and exclusive remedy at law or in equity, shall have the right to either (i) terminate this Agreement and thereafter neither Party shall have any further rights or obligations in connection with this Agreement, except as otherwise expressly provided in this Agreement, or (ii) seek specific performance against Seller; provided that Buyer must exercise its right to specific performance within sixty (60) days of Seller's default, or Buyer will be deemed to have elected the remedy in subsection 15 (i) above.
(b) Default of Seller Subsequent to Close of Escrow. In the event Seller is in material breach of any Seller obligation set forth herein subsequent to the Close of Escrow, then following thirty (30) days written notice to Seller (and Seller's failure to cure the breach or to commence to cure the breach and be diligently pursuing same), Buyer may pursue any right or remedy it may have at law or in equity against Seller. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller be liable for any special, consequential, indirect or punitive damages.

15. Default of Buyer. In the event that Buyer is in material breach of any Buyer obligation set forth herein and such material breach has not been cured within thirty (30) days written notice to Buyer of such material breach, Seller, as its sole and exclusive remedy at law or in equity, shall have the right to terminate this Agreement and upon such termination Buyer shall pay to Seller liquidated damages in the amount of Twenty Thousand Dollars ($20,000). The Parties agree that Seller's actual damages would be impracticable or extremely difficult to calculate, and that the amount of Twenty Thousand Dollars ($20,000) represents the Parties' reasonable estimate of such damages. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty within the meaning of California Civil Code sections 3275 or 3369, but is intended to constitute liquidated damages to Seller pursuant to California Civil Code sections 1671, 1676 and 1677.

16. Indemnifications.
(a) Buyer Indemnification of Seller. Buyer hereby agrees to indemnify, defend, and hold Seller and Seller’s elected officials, directors, employees, agents, representatives, heirs, successors, beneficiaries and assigns (the “Seller Indemnified Parties”) harmless, from and against any liability, cause of action, loss, cost, expense, claim or economic damage (but specifically excluding consequential or speculative damages), including reasonable attorneys’ fees, arising from, or related to, (i) subsequent to the Construction Loan Closing Date, the failure of the Buyer to complete the Project pursuant to the terms of this Agreement, (ii) any claim asserted by any third parties arising from the Buyer’s construction, development and/or operation of the Project and (iii) any material breach of this Agreement by Buyer (collectively, the “Seller Liabilities”); provided, however, that the Seller Liabilities indemnified and Buyer’s indemnification hereunder shall not apply to any liability, cause of action, loss, cost, expense, claim or damages arising from any Seller Indemnified Parties’ gross negligence, willful misconduct, illegal action or breach of this Agreement. Notwithstanding the foregoing, Buyer shall have no obligation to indemnify and defend Seller for (i) pre-existing conditions discovered by any inspection of the Property, not aggravated by Buyer, (ii) any violation of law existing with respect to the Property not caused by Buyer, (iii) the negligence or misconduct of Seller or its elected officials, officers, directors, contractors, employees, attorneys and agents, (iv) any release of pre-existing hazardous substances arising from the conduct of any investigation or testing of the Property, unless such release is caused by any negligence or misconduct of Buyer or any agent contractor 506

15 or employee of Buyer. The foregoing shall survive the Land Closing for a period of four (4) years following the Land Closing Date, or until recordation of the Repurchase Deed, whichever is earlier. (b) Seller Indemnification of Buyer. Seller hereby agrees to indemnify, defend, and hold Buyer and Buyer’s directors, partners, officers, shareholders, employees, affiliates, members, representatives, heirs, successors, beneficiaries and assigns (the “Buyer Indemnified Parties”) harmless, from and against any liability, cause of action, loss, cost, expense, claim or economic damage (but specifically excluding consequential or speculative damages), including reasonable attorneys’ fees, arising from, or related to, (i) any liability or obligation of Seller that Buyer is not required to assume under this Agreement or accruing prior to such assumption; (ii) any personal injury or property damage occurring in, on or about the Property or relating thereto on or before the Land Closing Date and any environmental liability arising from pre-existing conditions on or about the Property or relating thereto first arising on or before the Land Closing Date and not previously disclosed to Buyer, (iii) the untruth, inaccuracy or breach of any of the representations, warranties and covenants made by Seller pursuant to this Agreement (collectively, the “Buyer Liabilities”); provided, however, that the Buyer Liabilities indemnified and Seller’s indemnification hereunder shall not apply to any liability, cause of action, loss, cost, expense, claim or damages arising from any Buyer Indemnified Parties’ gross negligence, willful misconduct, illegal action or breach of this Agreement. The foregoing shall survive the Land Closing for a period of four (4) years following the Land Closing Date.

17. Miscellaneous.
(a) Assignment; Successors and Assigns. Buyer shall not voluntarily or by operation of law assign or transfer any rights, interests and/or obligations hereunder prior to the Land Closing without Seller’s express prior consent in writing, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Buyer shall have the right to assign its rights under this Agreement, without the consent of Seller to an “Affiliate”. For purposes of this Agreement, an “Affiliate” means an entity controlled by, or under common control with, Buyer. In the event that Buyer assigns its rights under this Agreement to an Affiliate, Buyer shall provide to Seller not less than five (5) days’ prior written notice. Such assig nment of Buyer’s rights under this Agreement shall not relieve Buyer of its obligations hereunder. Except as allowed by this Section, neither this Agreement nor the rights of either Party hereunder may be assigned by either Party. This Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their respective successors, heirs, administrators and permitted assigns. Subsequent to the submission of the Round Two Tax Credit Application, Seller shall cause a memorandum of this Agreement to be recorded against the Property upon request of Buyer. (b) Entire Agreement. This Agreement embodies the entire agreement between the Parties relative to the subject matter hereof, and there are no oral or parole agreements existing between Seller and Buyer relative to the subject matter hereof which are not expressly set forth herein and covered hereby.
(c) Recitals Incorporated. The Recitals above are an integral part of this Agreement and are incorporated herein by reference.
(d) Notices. Any notice, consent or approval required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given upon (i) hand delivery, (ii) one business day after being deposited with Federal Express or another reliable overnight courier service for next day delivery, (iii) upon facsimile transmission (except that if the date of such transmission is not a business day, then such notice shall be deemed to be given on the first business day following such transmission), or (iv) two business days after being deposited 507

16 in the United States mail, registered or certified mail, postage prepaid, return receipt required, and addressed as follows:

If to City/Seller:

City of Placentia
401 E. Chapman Avenue
Placentia, CA 92870
Attn: City Administrator

With a copy to:

Jones & Mayer
3777 N. Harbor Blvd.

Fullerton, CA 92835
Attn: Christian L. Bettenhausen, City Attorney

If to Buyer:

CY Hospitality, LLC
17708 Alburtis Avenue
Artesia, CA 90701
Attn: Yagnesh Patel, Owner
Telephone: (626) 731-9715
Email: [email protected]

With a copy to:

Hiesh Bhakta Esq.
500 N State College Blvd., Suite 1270Orange, CA 92868
Tel (714) 634-1717
Email: [email protected]

If to Escrow Holder:

Commonwealth Land Title
Rep. Name: Andrea Mittelstaedt
Address: 4400 MacArthur Blvd, Suite 800, Newport Beach, CA 92660 Phone: (714) 878-8087
E-mail: [email protected]

or such other address as either Party may from time to time specify in writing to the other. (e) Brokers; Consultants. Seller and Buyer each represents to the other that it has employed no broker or finder in connection with the transaction contemplated hereby and agrees to indemnify the other and its successors hereunder against, and hold such indemnified party and its successors hereunder harmless from, any and all actions, suits, claims, demands, debts, losses, liabilities or expenses (including without limitation reasonable attorneys’ fees and costs of investigation and defense) arising from or in connection with any brokerage or finder’s fees, charges or commissions which are (or are claimed to be) payable in connection with the transaction contemplated hereby by reason of the actions (or alleged actions) of such indemnifying party. The provisions of this Section 18(e) shall survive the Land Closing or termination of this Agreement.
508

17 (f) California Law; Jurisdiction. This Agreement shall be construed under and in accordance with the laws of the State of California. Each party to this Agreement agrees that the courts located in the County of Orange, State of California shall have sole and exclusive personal jurisdiction over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this agreement. In connection thereto, the parties hereby waive any claim of jurisdiction in another state and specifically consent to personal jurisdiction in the County of Orange, State of California.
(g) Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereto, and the remainder of the provisions of this Agreement shall continue in full force and effect without impairment.
(h) Waiver. The waiver by either party of a breach of any provision of this Agreement shall not be deemed a waiver of any subsequent breach whether of the same or another provision of this Agreement.
(i) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The signature of a party to any counterpart shall be sufficient to legally bind such party. Delivery of an executed counterpart of a signature page to this Agreement by telecopy, emailed portable document format ("pdf"), or tagged image file format ("tiff") or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of an original executed counterpart of this Agreement. Any party sending an executed counterpart of a signature page to this Agreement by telecopy, pdf, tiff or any other electronic means shall also send the original thereof to the other within five (5) days thereafter, but failure to do so shall not affect the validity, enforceability, or binding effect of this Agreement. (j) No Obligation to Third Parties. The execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate either of the parties hereto to, any person or entity not a party to this Agreement. (k) Amendments in Writing. The provisions of this Agreement may not be amended or altered except by a written instrument duly executed by each of the parties hereto. (l) Interpretation. Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female gender and the neuter, and vice versa. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation hereof. As used herein, the term “Person” shall mean and refer to any individual, corporation, partnership, limited liability company, trust, governmental entity, or quasi-governmental entity.
(m) Attorneys’ Fees. If legal action is commenced to enforce or to declare the effect of any provision of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party reasonable attorneys’ fees and other litigation costs. In addition to the foregoing award of attorneys’ fees and other litigation costs to the prevailing Party, the prevailing Party in any lawsuit on this Agreement shall be entitled to its attorneys’ fees and other litigation costs incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement. This provision shall survive Land Closing or termination of this Agreement.
509

18 (n) Further Acts. Each of the Parties shall execute such other and further documents and do such further acts as may be reasonably required to effectuate the intent of the Parties and carry out the terms of this Agreement.
(o) Time for Performance. Wherever the time for performance of any obligation hereunder or if, pursuant to this Agreement, a party must act by a particular time, or an act is effective only if done by a particular time, and the last date for the performance of such obligation or the doing or effectiveness of such act falls upon a day other than a business day, the time for the performance of such obligation or the doing or effectiveness of such act shall be extended to the next succeeding business day. If the Land Closing Date shall fall on a business day that does not immediately follow a business day, the Land Closing Date shall be postponed to the next succeeding business day that immediately follows a business day. As used in this paragraph only, the term “business day” shall mean any day which is not a Saturday, Sunday, national or state holiday, or day on which the Office of the County Recorder of Orange County is closed or otherwise not accepting documents for recording. (p) Time of Essence. Time is expressly made of the essence of this Agreement.
(q) Exclusivity. Provided Buyer is not in default under this Agreement, Seller shall not (i) negotiate with any other persons or entities with respect to the sale of the Property, (ii) entertain unsolicited offers, bids, negotiations or inquiries as to the purchase of the Property, (iii) solicit or respond to any offers, bids, negotiations or inquiries with respect to the purchase of the Property, and/or (iv) enter into any contract to sell Property to any person or entity other than Buyer.

[Remainder of page intentionally left blank]
510

19 IN WITNESS WHEREOF, the parties hereto have set their hands on the day and year first above written.

"BUYER"
CY Hospitality LLC

By: _______________________________
Name: Yagnesh Patel
Title: Member CY Hospitality LLC

“SELLER”
THE CITY OF PLACENTIA, a municipal corporation

By: ________________________________
Name: Jennifer Lampman
Title: City Administrator

ATTEST:

Name: Robert McKinnell
Title: City Clerk

APPROVED AS TO FORM:

By: ________________________________
Name: Christian Bettenhausen
Title: City Attorney

511

EXHIBIT A1

LEGAL DESCRIPTION OF CITY PROPERTY

THAT PORTION OF PLACENTIA AVENUE (VARIABLE WIDTH) AND INDUSTRIAL WAY (VARIABLE WIDTH) AS SHOWN IN DOCUMENT NO. 2015000007442 RECORDED JANUARY 18, 2015, OFFICIAL RECORDS, SITUATED IN THE CITY OF PLACENTIA, COUNTY OF

ORANGE, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWESTERLY CORNER OF LOT 6 OF TRACT MAP 5836, FILED IN BOOK 217, PAGE 22 OF MISCELLANEOUS MAPS, ORANGE COUNTY RECORDS, BEING

THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 5,747.70 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 8⁰46’30” EAST;

THENCE ALONG SAID CURVE, NORTHEASTERLY THROUGH A CENTRAL ANGLE OF 0⁰12’00” AN ARC LENGTH OF 20.06 FEET;

THENCE, NORTH 81⁰01’30” EAST, 39.09 FEET TO THE TRUE POINT OF BEGINNING;

THENCE, SOUTH 8⁰58’30” EAST, 3.00 FEET;

THENCE, SOUTH 81⁰01’30” WEST, 35.50 FEET;

THENCE, SOUTH 14⁰30’37” WEST, 124.70 FEET;

THENCE, SOUTH 75⁰28’30” EAST, 32.80 FEET;

THENCE, NORTH 14⁰31’30” EAST, 9.98 FEET TO THE SOUTHERLY LINE OF SAID LOT 6,

BEING THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 172.00 FEET, A RADIAL LINE TO SAID BEGINNING OF NON-TANGENT CURVE BEARS SOUTH 11⁰35’02” WEST;

THENCE ALONG SAID CURVE AND SOUTHERLY LINE OF SAID LOT 6, EASTERLY THROUGH A CENTRAL ANGLE OF 28⁰03’02” AN ARC LENGTH 84.21 FEET;

THENCE, NORTH 73⁰32’00” EAST, 28.22 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 92.00 FEET, A RADIAL LINE TO SAID BEGINNING OF NON-TANGENT CURVE BEARS SOUTH 12⁰23’57” EAST;

THENCE LEAVING SAID SOUTHERLY LINE OF LOT 6, ALONG SAID CURVE, NORTHWESTERLY THROUGH A CENTRAL ANGLE OF 46⁰54’08” AN ARC LENGTH OF 75.31

FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 46.00 FEET;

THENCE ALONG SAID CURVE, WESTERLY THROUGH A CENTRAL ANGLE OF 45⁰02’58” AN ARC LENGTH OF 36.17 FEET;

THENCE, NORTH 14⁰25’32” EAST, 64.93 FEET;

THENCE, NORTH 81⁰01’36” EAST, 16.34 FEET;
512

50233600.3

THENCE, NORTH 14⁰25’32” EAST, 32.50 FEET TO THE NORTHERLY LINE OF SAID LOT 6;

THENCE ALONG SAID NORTHERLY LINE, SOUTH 81⁰01’30” WEST, 13.00 FEET TO THE TRUE POINT OF BEGINNING.

CONTAINING 6,358 SQUARE FEET, MORE OR LESS.

SEE EXHIBIT 1A ATTACHED HERETO AND MADE A PART HEREOF.

513

50233600.3
EXHIBIT A2

STREET PLAT MAP

514

50233600.3

EXHIBIT B

DEPICTION OF MASTER SITE

515

EXHIBIT C

GRANT DEED
(attached)
516

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

MAIL TAX STATEMENTS TO:
_______________________
_______________________
_______________________

(Space Above Line for Recorder’s Use Only)
Documentary Transfer Tax is not shown pursuant to Section 11932 of the Revenue and Taxation Code, as amended

GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, The City of Placentia (“Grantor”), does hereby grant to CY Hospitality, the real property in the County of Orange, State of California, described on Exhibit “A” attached hereto and by this reference incorporated herein (the “Property”).

SUBJECT TO: (1) Real property taxes and assessments not delinquent; and (2) covenants, conditions, restrictions, reservations and easements of record, if any.

IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of _______________, 20__.

THE CITY OF PLACENTIA
By:_____________________________
Name: Jennifer Lampman
Title: City Administrator

517

A Notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) SS.

COUNTY OF ORANGE )

On , before me, , a Notary Public in
and for said State, personally appeared, , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public [SEAL]
518

EXHIBIT “A” TO GRANT DEED

LEGAL DESCRIPTION OF CITY PROPERTY

THAT PORTION OF PLACENTIA AVENUE (VARIABLE WIDTH) AND INDUSTRIAL WAY (VARIABLE WIDTH) AS SHOWN IN DOCUMENT NO. 2015000007442 RECORDED JANUARY 18, 2015, OFFICIAL RECORDS, SITUATED IN THE CITY OF PLACENTIA, COUNTY OF

ORANGE, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWESTERLY CORNER OF LOT 6 OF TRACT MAP 5836, FILED IN BOOK 217, PAGE 22 OF MISCELLANEOUS MAPS, ORANGE COUNTY RECORDS, BEING

THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 5,747.70 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 8⁰46’30” EAST;

THENCE ALONG SAID CURVE, NORTHEASTERLY THROUGH A CENTRAL ANGLE OF 0⁰12’00” AN ARC LENGTH OF 20.06 FEET;

THENCE, NORTH 81⁰01’30” EAST, 39.09 FEET TO THE TRUE POINT OF BEGINNING;

THENCE, SOUTH 8⁰58’30” EAST, 3.00 FEET;

THENCE, SOUTH 81⁰01’30” WEST, 35.50 FEET;

THENCE, SOUTH 14⁰30’37” WEST, 124.70 FEET;

THENCE, SOUTH 75⁰28’30” EAST, 32.80 FEET;

THENCE, NORTH 14⁰31’30” EAST, 9.98 FEET TO THE SOUTHERLY LINE OF SAID LOT 6,

BEING THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 172.00 FEET, A RADIAL LINE TO SAID BEGINNING OF NON-TANGENT CURVE BEARS SOUTH 11⁰35’02” WEST;

THENCE ALONG SAID CURVE AND SOUTHERLY LINE OF SAID LOT 6, EASTERLY THROUGH A CENTRAL ANGLE OF 28⁰03’02” AN ARC LENGTH 84.21 FEET;

THENCE, NORTH 73⁰32’00” EAST, 28.22 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 92.00 FEET, A RADI AL LINE TO SAID BEGINNING OF NON-TANGENT CURVE BEARS SOUTH 12⁰23’57” EAST;

THENCE LEAVING SAID SOUTHERLY LINE OF LOT 6, ALONG SAID CURVE, NORTHWESTERLY THROUGH A CENTRAL ANGLE OF 46⁰54’08” AN ARC LENGTH OF 75.31

FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 46.00 FEET;

THENCE ALONG SAID CURVE, WESTERLY THROUGH A CENTRAL ANGLE OF 45⁰02’58” AN ARC LENGTH OF 36.17 FEET;

THENCE, NORTH 14⁰25’32” EAST, 64.93 FEET;

THENCE, NORTH 81⁰01’36” EAST, 16.34 FEET;
519

THENCE, NORTH 14⁰25’32” EAST, 32.50 FEET TO THE NORTHERLY LINE OF SAID LOT 6;

THENCE ALONG SAID NORTHERLY LINE, SOUTH 81⁰01’30” WEST, 13.00 FEET TO THE TRUE POINT OF BEGINNING.

CONTAINING 6,358 SQUARE FEET, MORE OR LESS.

SEE EXHIBIT 1A ATTACHED HERETO AND MADE A PART HEREOF.

520

STREET PLAT MAP

521

EXHIBIT D

PERMITTED EXCEPTIONS
None Identified at this Time

522

Ordinance No. O-2025-12

ORDINANCE NO. O-2025-12

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

PLACENTIA, CALIFORNIA APPROVING DISPOSITION AND
DEVELOPMENT AGREEMENT NO. DDA 2025-01 WITH CY

HOSPITALITY, LLC, TO PROVIDE RELIEF FROM CERTAIN

DEVELOPMENT STANDARDS RELATED TO THE DEVELOPMENT
OF A FOUR-STORY, 86-ROOM HOTEL WITHIN THE C-2 (H-65)
ZONING DISTRICT LOCATED AT 450 S. PLACENTIA AVENUE,
PLACENTIA, CALIFORNIA (APN 339-442-04)

City Attorney’s Summary

An ordinance of the City of Placentia, California approving Disposition and Development Agreement No. 2026-01 between the City of Placentia and C Y Hospitality, LLC, related to the sale and terms for the transfer of ownership of a 6,358-square-foot City-owned site and provide relief from certain development standards for the construction, establishment, and operation of an of an approximately 42,631-square-foot, four-story, 86-room hotel building with an overall height of approximately 63 feet, including a 24,210-square-foot subterranean and grade level parking garage with 82 spaces, enhanced landscaping and hardscape improvements; including the onsite sale and consumption of alcoholic beverages exclusively for registered hotel guests at 450 S. Placentia Avenue. The City Council has adopted a Notice of Exemption for the project by making the findings that the project is categorically exempt pursuant to CEQA set forth in Title 14 CCR § 15332 (Class 32 – Infill Development Projects) and the City of Placentia Environmental Guidelines.

A. Recitals.

WHEREAS, Yagnesh (“Yogi”) Patel, representing “C Y Hospitality, LLC” (“Applicant” hereinafter), which will be the owner of the property located at 450 S.

Placentia Avenue, Placentia, California filed an application for Development Plan Review No. 2025-01, Use Permit No. UP 2025-02, and Disposition and Development Agreement No. DDA 2025-01 to develop, establish, and operate a four-story, 86-room hotel development.

WHEREAS, California Government Code § 65867 authorizes the City of Placentia to enter into a disposition and development agreement that gives the applicant certain vested rights. In this case, Disposition and Development Agreement No. DDA 2025-01 would, in pertinent part, memorialize sale and terms for the transfer of ownership from the City of Placentia to C Y Hospitality Group.

WHEREAS, on November 10, 2025, the Planning Commission conducted a duly noticed public hearing, as required by law, and after holding the public hearing, recommending to the City Council approval of the aforementioned entitlements and Disposition and Development Agreement No. DDA 2025-01.

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WHEREAS, all other legal prerequisites to the adoption of this Ordinance have occurred.

B. Ordinance.

NOW, THEREFORE, it is hereby found, determined and resolved by the City Council of the City of Placentia as follows:

1. The City Council hereby finds that the Disposition and Development Agreement between the City and Applicant conforms to the policies and programs of the General Plan.

2. The City Council hereby approves the Disposition and Development Agreement between the City and C Y Hospitality, LLC, in the form attached hereto as “Exhibit A” and incorporated by this reference.

3. The City Council of the City of Placentia hereby finds, based on substantial evidence and its independent judgment, that the project satisfies all criteria for a Class 32 (Infill Development Projects) categorical exemption under CEQA Guidelines §15332 and will not result in any significant environmental effects.

4. Non-Substantive Changes to the Disposition and Development Agreement.

The City Council hereby grants to the City Administrator and/or his designee the authority to make non-substantive changes to the Disposition and Development Agreement subsequent to the date of adoption of this Ordinance as may be necessary to effectively memorialize the intent of the parties consistent with the City Council’s findings and direction herein.

5. Severability. If any section, subsection, sentence, clause or phrase of this Ordinance is for any reason held invalid by a court of competent jurisdiction, such a decision shall not affect the validity of the remaining portions of this Ordinance. The City Council declares that it would have passed this Ordinance and each section, subsection, sentence, clause, or phrase thereof, irrespective of the fact that one or more sections, subsections, sentences, clauses, or phrases, be declared invalid.

6. The City Clerk shall certify the adoption of this Resolution.

7. Effective Date. This ordinance shall be in full force and effect commencing thirty (30) days after its final adoption and a summary hereof shall be published once within fifteen (15) days in the Placentia News Times, a newspaper of general circulation printed and published in the County of Orange and circulated in the City of Placentia and hereby designated for that purpose by the City Council.

INTRODUCED at a regular meeting of the City Council of the City of Placentia held on December 2, 2025.

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Ordinance No. O-2025-12

PASSED, APPROVED AND ADOPTED this 16th day of December 2025.

________________________________
Kevin Kirwin, Mayor

ATTEST:

Robert S. McKinnell, City Clerk

STATE OF CALIFORNIA

COUNTY OF ORANGE

I, Robert S. McKinnell, City Clerk of the City of Placentia, do hereby certify that the foregoing Ordinance was introduced at a regular meeting of the City Council of the City of Placentia, held on the 2nd day of December 2025, and was finally adopted at a regular meeting held on the 16th day of December 2025, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

___________________________________
Robert S. McKinnell, City Clerk

APPROVED AS TO FORM:

___________________________________
Christian L. Bettenhausen, City Attorney

525

EXHIBIT “A”
DISPOSITION AND DEVELOPMENT AGREEMENT 2025-01

526

Exempt from Filing Fees Gov. Code Section 27383

DEVELOPMENT AGREEMENT

between

CITY OF PLACENTIA,
a California municipal corporation

and

CY HOSPITALITY, LLC,
a limited liability company

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DEVELOPMENT AGREEMENT

This Development Agreement ("Agreement") is entered into effective on the date it is recorded with the Orange County Recorder (hereinafter the "Effective Date") by and between the CITY OF PLACENTIA ("City"), and CY HOSPITALITY, LLC, a limited liability company (hereinafter "Developer"), may collectively be referred to herein as the "Parties".

RECITALS

WHEREAS, City is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864, et seq. of the Government Code; and

WHEREAS, Developer is under contract to lease purchase the real property that is the subject of this Agreement (the "City Property"); and

WHEREAS, the Project consists of the development of a hotel to be constructed at approximately 63 feet tall, with 86-guestroom keys, approximately 42,631 sq. ft. of total buildable area, approximately 24,210 sq. ft. of parking area, 82 parking spaces and 545 sq. ft. of lobby area ; and

WHEREAS, Developer has requested City to enter into a Development Agreement and proceedings have been taken in accordance with Section 68564, et seq. of the Government Code and the rules and regulations of City; and

WHEREAS, all of the rights and benefits granted to Developer in this Agreement shall inure to the benefit of the City Property and Developer and Developer's successors -in-interest; and

WHEREAS, all of the duties and obligations of Developer shall remain the duties and obligations of Developer and Developer's successors-in-interest except as otherwise provided for herein; and

WHEREAS, all actions taken and approvals given by City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and

WHEREAS, development of the City Property in accordance with this Agreement will provide substantial benefits to City and will further enhance the policies and goals of City; and

WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 6586 4, et seq. of the Government Code are intended; and
528

7 WHEREAS, Developer has incurred and will in the future incur substantial costs in excess of the generally applicable requirements in order to assure vesting of legal rights to develop the Property and City Property in accordance with this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS AND EXHIBITS.

1.1 Definitions. The following terms when used in this Agreement shall be defined as follows:

1.1.1. "Agreement" means this Development Agreement.

1.1.2. "City" means the City of Placentia, a California municipal corporation and charter city.

1.1.3. "City Council" means the City Council of the City.

1.1.4 “City Property” means approximately 6,358 square feet owned by the City directly adjacent to 450 S. Placentia Avenue as described in Exhibit A-1 and shown on Exhibit B, and includes all of the City’s right, title and interest in and to the City Property, including all privileges, easements, improvements and appurtenances benef iting the City Property, except as expressly excluded, all of the City’s interest, if any, in all mineral and water rights and all easements, rights -of-way and other appurtenances used or connected with the beneficial use or enjoyment of the City Property, and all tangible and intangible personal property located on or related to the City Property.

1.1.4 "Commence(s) Operations" or "Commencement of Operations" means the date on which the Hotel opens for business to the general public.

1.1.4. "Development" means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to:
grading; the construction of infrastructure and public and private facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. "Development" includes the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof.

1.1.5. "Development Approvals" mean all permits and other entitlements for the development and use of the Property subject to approval or issuance by City in connection with development of the Property including, but not limited to Development Plan Review (DPR) No. 2025-01 and Use Permit (UP) No. 2025-02 compliance with the California Environmental Quality Act and Lot Line Adjustment.

1.1.6. "Development Exaction" means any requirement of City in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests.

1.1.7. "Development Impact Fee" means a monetary exaction other than a tax or special assessment, whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis, that is charged by a local agency to the applicant in 529

connection with approval of a development project, for the purpose of defraying all or a portion of the cost of public facilities related to the development project, but does not include fees specified in Government Code Section 66477, fees for processing applications for governmental regulatory actions or approvals, fees collected under development agreements adopted pursuant to Article 2.5 (commencing with Section 65864 of Chapter 4 of the Government Code). "Development Impact Fee" expressly excludes processing fees and charges of every kind and nature imposed by City to cover the estimated actual costs to City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, including, without limitation, fees for zoning variances; zoning changes; use permits; building inspections; building permits; filing and processing applications and petitions filed with the local agency formation commission or conducting preliminary proceedings or proceedings under the Cortese -Knox-Hertzberg Local Government Reorganization Act of 2000, Division 3 (commencing with Section 56000) of Title 5 of the Government Code. For purposes of this Agreement, Development Impact Fees include those fees listed in Exhibit "E" attached hereto.

1.1.8. "Development Plan" means the Development Approvals and the Existing Land Use Regulations applicable to Development of the Property.

1.1.9. "Developer" means CY HOSPITALITY, LLC, a limited liability company, and its successors in interest to all or any part of the Property.

1.1.10. "Existing Development Approvals" means all Development Approvals approved or issued by City prior to or contemporaneously with City's approval of this Agreement. The Existing Development Approvals include, without limitation, the approvals incorporated herein as Exhibit "C".

1.1.11. "Existing Land Use Regulations" mean all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations shall include the Regulations incorporated herein as Exhibit "D" as of the Effective Date.

1.1.12 "Franchise Agreement" means an agreement between the Developer and Tru by Hilton which provides for the use of the Tru by Hilton flag or brand, and describes, in detail, the standards of construction and standards of operation for the Hotel, as amended or replaced from time to time.

1.1.13 "Franchisor" means Tru by Hilton or such other hotel franchise approved by the City acting in its sole and absolute discretion.

1.1.14. "Good Faith Deposit " means a deposit made by the Developer to the City pursuant to Section 3.3 hereof. All Good Faith Deposits shall be held by the City pursuant to the terms and conditions of this Agreement.

1.1.15. "Hotel" means the Tru by Hilton as described in the Scope of Development and this Agreement.

1.1.16. "Hotel Manager " means CY Hospitality, LLC, a limited liability company or such other person or entity approved by the City acting in its reasonable discretion.

1.1.17. "Hotel Owner" means CY Hospitality LLC, a limited liability company.

1.1.18. "Land Use Regulations" mean all ordinances, resolutions, codes, rules, regulations and official written policies of City governing the development and use of land, including, without limitation, the permitted use of land, the intensity of use, subdivision requirements, the maximum 530

9 height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the property, as modified or supplemented by the Existing Development Approvals. "Land Use Regulations" does not include any City ordinance, resolution, code, rule, regulation or official policy, governing:

(a) the conduct of businesses, professions, and occupations;

(b) taxes and assessments;

(c) the control and abatement of nuisances;

(d) the granting of encroachment permits and the conveyance of rights and interests that provide for the use of or th e entry upon public property; or

(e) the exercise of the power of eminent domain.

1.1.20. "Lot" means a legally subdivided lot.

1.1.21. "Mortgagee" means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns.

1.1.22. "Project" means the Development of the Property and the Hotel as contemplated by the Development Plan as such Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement.

1.1.23. "Property" means the real property consisting of approximately 15,195 square feet owned by CY Hospitality, located at 450 S. Placentia Avenue also identified as Assessor’s Parcel Number 339-442-01 described on Exhibit "A-2" and shown on Exhibit "B" of this Agreement.

1.1.24. "Reservations of Authority" means the rights and authority excepted from the assurances and rights provided to Developer under this Agreement and reserved to City under Section

3.6 of this Agreement.

1.1.25. "Subsequent Development Approvals" means all Development Approvals approved by City subsequent to the Effective Date.

1.1.26. "Subsequent Land Use Regulations" means any Land Use Regulations adopted and effective after the Effective Date of this Agreement.

1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement:

Exhibit "A-1" Legal Description of City Property
Exhibit "A-2" Legal Description of Property
Exhibit "B" Map of Project Site
Exhibit "C" Development Approvals
Exhibit "D" Land Use Regulations
Exhibit "E" Development Impact Fees
Exhibit "F" Schedule of Performance

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2. SUBJECT OF AGREEMENT

2.1 Purpose of Agreement. The purpose of this Agreement is Developer desires to purchase the City Property of approximately 6,358 square feet from the City and develop a Tru by Hilton Hotel (“Hotel”) in combination with the Property at 450 S. Placentia Avenue.

2.2 Project and Project Site. The Project consists of an approximately 42,631 square foot, 4-story, 63-foot high, 86-room hotel building on a Project Site consisting of a +/-21,553 gross acre unimproved site. The Project will feature a 24,210 square foot subterranean garage with an 82-space parking lot, decorative hardscape and landscape improvements, and associated amenities for hotel guests including the onsite sale and consumption of alcoholic beverages exclusively for registered hotel guests as an accessory use to the primary hotel operations.

3 GENERAL PROVISIONS.

3.1 Binding Effect of Agreement. The Property is hereby made subject to this Agreement upon the Effective Date. Development of the Property is hereby authorized and shall be carried out only in accordance with the terms of this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to be a covenant to develop or construct the Project or any portion of the Project; provided, however, that to the extent that any phase of the Project is developed, Developer shall be obligated to constr uct the public improvements required herein related to that phase of development. Developer is authorized to execute this Agreement and have it recorded pursuant to the terms of this Agreement.

3.2 Ownership. City and Developer represent and covenant that each has a legal or equitable interest in the Property.

3.3 Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years thereafter or such earlier date as set forth in this Agreement (the “Termination Date”).

3.4 Assignment. This Agreement may not be assigned except as otherwise contemplated herein.

3.5 Amendment or Cancellation of Agreement. This Agreement may be cancelled in its entirety by written mutual consent of all parties or their respective successors or assigns with respect to their respective portions of the Property. Any amendment or partial cancellation of a portion of this Agreement requires the written mutual consent of all parties or their respective successors or assigns with respect to their respective portions of the Property in the manner provided for in Government Code Section 65868. This provision shall not limit any remedy for default of City or Developer as provided by this Agreement. The Termination or expiration of this Agreement on its stated terms is not a cancellation or amendment requiring further action by the City Council.

3.6 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events:

(a) Upon the Termination Date as set forth in Section 3.3.

(b) Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement.

(c) The adoption of a referendum measure overriding or repealing the ordinance approving this 532

11 Agreement.

Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property including but not limited to, all conditions and mitigation measures imposed as part of such entitlements prior to the date of termination. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement that has occurred prior to such termination or with respect to any obligations that are specifically set forth as surviving this Agreement.

3.7 Notices.

(a) As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder.

(b) All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) on the date of delivery shown in the records of the telegraph company after transmission by telegraph to the recipient named below. All notices shall be addressed as follows:

If to City:

City of Placentia,
401 E. Chapman Avenue
Placentia, CA 92870
Attn: City Administrator

With a copy to:

Christian L. Bettenhausen, City Attorney
Jones & Mayer
3777 N. Harbor Blvd.

Fullerton, CA 92835

If to Developer:

Attention: Yagnesh Patel, Owner
CY Hospitality, LLC
17708 Alburtis Avenue
Artesia, CA 90701
Telephone: (626) 731-9715
Email: [email protected]

With a copy to:

Attention:

533

(c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.

4 REPRESENTATIONS, WARRANTIES AND DISCLOSURES.

4.1 City’s Representations, Covenants, Warranties, And Obligations. City represents, covenants, and warrants as follows and all of these representations and warranties shall be true and correct as of the Effective Date:

4.1.1 City is a California municipal corporation, duly formed and validly existing under the laws of the State of California, is legally permitted to enter into this Agreement and to issue the permits and entitlements required to perform this Agreement, and has or will have obtained all required authorizations prior to the Close of Escrow.

4.1.2 The entering into this Agreement does not constitute a violation or breach by City of any contract or other instrument to which it is a party, or to which it is subject, or by which any of its assets or properties may be affected, or a violation of any judgment, order, writ, injunction, or decree issued against or imposed upon it, or, to the best of City’s knowledge, will result in a violation of any applicable law, order, rule or regulation of any governmental authority.

4.1.3 No elected official or employee of City, during the term of his or her office or service with City, shall have any direct or indirect interest in this Agreement or obtain any present or anticipated material benefit arising therefrom.

4.1.4 City is not relying upon any representations or warranti es by Developer other than those expressly set forth in this Agreement and the representations and warranties of Developer set forth herein constitute all of the representations and warranties of Developer in regard to this transaction.

4.1.5 To the best of the City’s knowledge, there are no conditions or restrictions which will adversely affect the title to the Property or Developer’s right to construct the Project, as provided in this Agreement, that have not been disclosed in writing to Developer.

4.1.6 To the City’s knowledge, there is no suit, legal action, administrative arbitration or other proceeding or governmental investigation process which has been served upon City or, which to City’s best knowledge, is otherwise pending or threatened against City in which any party is making or has made a claim or defense that, if sustained, would adversely affect the performance of City under this Agreement or adversely interfere with the ability of City to consummate the transactions contemplated herein.

4.2 Developer’s Representations, Covenants, Warranties and Obligations. Developer makes the following representations and warranties, which shall be true and correct at the Effective Date.

4.2.1 Developer is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of California and is qualified to do business in the State of California.

Developer has duly authorized, executed, and delivered this Agreement, all consents required under Developer’s organizational documents have been obtained, the person signing this Agreement on Developer’s behalf are authorized and empowered to do so, this Agreement is binding upon Developer, all documents that are to be executed by Developer and delivered hereunder have been, or on the Closing Date will be, duly executed, authorized by, delivered by, and binding upon Developer and will constitute legal, 534

13 valid and binding obligations of Developer.

4.2.2 No other authorizations or approvals will be necessary in order to enable Developer to enter into or to comply with the terms of this Agreement.

4.2.3 Neither this Agreement nor anything provided to be done under this Agreement violates or shall violate any contract, agreement or instrument to which Developer is a party or by which it is bound.

4.2.4 Developer will commence work on the Project Land Use Entitlements and building permits and will diligently pursue completion of the Project in accordance with the "Schedule of Performance" set forth in Exhibit F attached hereto.

4.2.5 This Agreement is a valid and binding agreement enforceable against Developer in accordance with its terms, subject to laws relating to bankruptcy and creditor’s rights and generally applicable equitable principles.

4.2.6 Developer is not relying upon any representations or warranties by City other than those expressly set forth in this Agreement and the representations and warranties of City set forth herein constitute all of the representations and warranties of City in regard to this transaction.

4.2.7 Developer has not entered into any agreements which will adversely affect the title to the Property or Developer’s right to construct the Project, as provided in this Agreement.

4.2.8 Developer represents and warrants to the City that there is no suit, legal action, administrative arbitration or other proceeding or governmental investigation process which has been served upon Developer or, which to Developer’s best knowledge, is otherwise pending or threatened against Developer in which any party is making or has made a claim or defense that, if sustained, would adversely affect the performance of Developer under this Agreement or adversely interfere with the ability of Developer to consummate the transactions contemplated herein.

4.2.9 Developer possesses adequate financial resources and has the skill and experience to develop and operate the Project.

4.2.10 Developer is entering into this Agreement for the purpose of redeveloping the Property and not for speculation in land holding or land banking. In this regard, Developer recognizes the importance of the development of the Project on the Property to the general welfare of the residents of the City, and the fact that the qualifications and identity of Developer are of particular concern to City and that it is because of such qualifications and identity that City is entering into this Agreement with Developer. Should Developer fail to construct and operate the Project for one year from the date a Certificate of Occupancy has been issued by the City, Developer agrees they will not transfer any rights to the Property or Project without the express written consent of the City in their sole and absolute discretion, unless a Permitted Transfer as set forth below. Developer’s obligation to obtain City consent to a transfer of the Property or Project prior to completion of the Project and the first year of operation shall survive the termination of this Agreement.

4.2.11 Permitted Transfers.

4.2.11.1 No Transfer of Developer's interest in the Hotel Project/Retail Component shall be permitted unless, at the time of the Transfer, the person or entity to which such Transfer is made, by an agreement reasonably satisfactory to the City, expressly agrees to perform and observe, from and after the date of such transfer, all the obligations, terms 535

and conditions of this Agreement, and if less than all of the Project is transferred, the transferee shall agree to perform the obligations, terms and conditions of this Agreement, relating to the portion of the Project that is transferred to the transferee.

The assumption agreement shall be executed by Developer and the assignee or transferee and shall name the City as an express third-party beneficiary with respect to such agreement with a copy thereof delivered to the City within thirty (30) days after the effective date thereof. Upon transfer of this Agreement pursuant to an assumption agreement, the assignor's liability with respect to any such obligations relating to the Project accruing from and after the date of such assignment or transfer shall be as set forth in the assumption agreement.

4.2.11.2 Any Transfer creating a Mortgage or other security or financing for the Project.

4.2.11.3 Any Transfer directly resulting from the foreclosure of a Mortgage or other security financing interest or the granting of a deed in lieu of foreclosure of a Mortgage (including, without limitation, a conveyance in lieu of foreclosure of a pledge of equity interests) or other security financing interest and any subsequent transfer to any buyer or successor after such foreclosure of granting of a deed or conveyance in lieu of foreclosure.

4.2.11.4 The leasing or sale of the Hotel Site to an approved Hotel Brand. An approved Hotel Brand is one that is listed on the most recent STR Scale Chains – North America and Caribbean for midscale or above.

4.2.11.5 The conveyance or dedication of a portion of the Hotel Site to any public entity, including a public utility, required to allow for the development or operation of the Improvements.

4.2.11.6 The granting of temporary or permanent easements, licenses, rights-of-way, or permits to facilitate development and/or operation of the Hotel Project.

4.2.11.7 Transfer which may result from any merger, consolidation or reorganization involving Developer so long as the same shall possess all or substantially all of the business and assets of Developer immediately prior thereto.

4.2.11.8 The Transfer of a non-Controlling interest in the equity interests in the Developer.

4.2.11.9 Transfer of the direct or indirect membership interests in Developer to its joint venture partner or from its joint venture partner to Developer pursuant to the provisions of their joint venture agreements.

4.2.11.10 A Transfer to the Hotel Brand Operator or to a new entity consisting of an entity directly or indirectly owned or Controlled by the initial Hotel Brand Operator.

4.2.11.11 A Transfer to an Affiliate of Developer or to an Affiliate of Developer's joint venture partners.

4.3 Covenants Related to Construction, Use and Operation of the Property. Developer covenants and agrees for itself, its successors, assigns, and every successor in interest to the Site, as follows:

4.3.1 To construct the Project pursuant to this Agreement, the Scope of Development and the Schedule of Performance. The physical quality of the Hotel, including without limitation the construction quality, finish material, lighting, landscaping and site amenities shall, in no event, fail to meet the minimum construction quality, finish material, lighting, landscaping and site amenities approved by the City.

4.3.2 To Commence Operations of the Hotel as a first quality hotel in accordance with the Scope of Development and Franchise Agreement and this Agreement.

4.3.3 From the date upon which the Hotel Commences Operation, the Developer shall continuously use and operate the Hotel. During such Operating Period the Hotel shall be operated under 536

15 the name of Franchisor, as previously approved by the City, and be operated by the Hotel Manager. In addition, the City shall have the right, acting in its reasonable discretion, to approve any proposed replacement Franchisor and/or Hotel Manager provided that such proposed replacement Franchisor and/or proposed replacement Hotel Manager shall operate the Hotel at a quality standard not less than that required by this Agreement, or imposed by the original Franchisor and/or Hotel Manager, as applicable, pursuant to the original Franchise Agreement and/or original Hotel Management Agreement initially executed hereunder, which ever Agreement requires the higher standard; provided further, that such proposed replacement Franchisor and/or proposed replacement Hotel Manager shall have the financial capability and operating experience equivalent to, or greater than, the original Franchisor and/or Hotel original Hotel Manager, as the case may be, of the Hotel Project in the condition and at a quality level substantially equivalent to the condition and quality level, as the case may be, as existed as of the date of Commencement of Operation in compliance with this Agreement, which standard shall, in no event be less than AAA 3 Diamond standard as to physical condition and service as that standard is defined as of the date of execution of this Agreement.

4.3.4 Compliance with Franchise Agreement and/or Hotel Management Agreement. After the Conveyance, the Developer shall provide City with any amendments of the Franchise Agreement and/or Hotel Management Agreement, as applicable, within fifteen (15) working days after execution thereof. In addition, the Developer shall remain at all times in full compliance with the Franchise Agreement and/or Hotel Management Agreement, as applicable.

4.3.5 Maintenance Covenants. Developer covenants and agrees for itself, its successors and assigns and any successor in interest to the Hotel or part thereof to maintain, at no cost or expense to the City, the Hotel and all improvements thereon to the property and curb line, in compliance with the terms of this Agreement, the Land Use Approvals and Permits, and with all applicable provisions of the City Municipal Code. Such maintenance and repair shall also conform to the requirements of Developer’s Franchisor and Hotel Management Agreement and/or Franchise and Hotel Management Agreement, as applicable. Maintenance and security of the Hotel Project shall be consistent with other similar class hotel projects in Orange County, and shall include, without limitation, regular graffiti removal, and trash and debris removal. The Site shall be kept free from any accumulation of debris or waste materials. The Developer shall maintain the landscaping required to be planted on the Site in a healthy condition in accordance with the approved landscape plan for the Hotel Project.

4.3.6 Minimum Hotel Project Value Covenant. The Developer covenants and agrees by and for itself, its successors, assigns and every successor in interest to the Property or any part thereof that commencing upon the Completion of Construction of the Hotel, the Developer shall not take action to decrease the assessed value (including the value of the improvements thereon and/or possessory interest therein) of the Property for property tax purposes below the assessed value as determined by the Orange County Assessor’s Office at the time the Hotel opens. (“Minimum Hotel Value”).

Each of the foregoing items (4.2) through (4.3) inclusive, above, shall be deemed to be an on -going representation and warranty and covenant. Developer shall advise the City in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items (4.2) through (4.3). Neither the Hotel Manager, any member, manager, agent, employee or representative of Developer or the Hotel Manager, including their attorneys and accountants, nor any of their affiliates or spouses, shall have any personal liability for any breach of any representation or warranty or any other obligation by Developer under this Agreement except in the event of fraud, misrepresentation or other acts involving moral turpitude.

5 OTHER PROPERTY RELATED REQUIREMENTS.

5.1 Operating Memoranda. It is recognized that performance under this Agreement will require a 537

considerable degree of cooperation between the City and Developer. It is further realized that subsequent events may demonstrate that revisions will be required in the performance hereunder, and that a certain degree of flexibility will be required. It is to preserve such flexibility that certain provisions may have been delineated in this Agreement in general terms only, with the understanding that more precise details may be sent forth in “Operating Memoranda” as may be required from time to time. Each operating memorandum shall be approved by the City Council or City Administrator and Developer’s designated representative and shall be attached hereto as an addendum, and become a part hereof, and may be further changed and amended from time to time as necessary upon approval by the City and Developer.

5.2 No Reimbursement of Transient Occupancy Tax. It is fully understood by the Developer that 100% of the City’s Transient Occupancy Tax will be collected by the Developer at whatever level has been established by the City Council and that none of this tax is being shared with the Developer in any way.

5.3 Utilities and Street Improvements. To the extent any new, additional, increased or changed utility connections, or any street improvements are undertaken by the City wholly unrelated to the Project, the City shall diligently undertake all activities (including without limitation permitting and construction costs) so as not to impair or delay the construction and opening of the Hotel.

5.4 Advertising. The City entered into a Design, Build, Operate and Maintain (DBOM) Agreement with Lamar Central Outdoor, LLC on or about October 6, 2015 that authorizes the City a limited right to assign advertising space to promote economic development, as defined in the DBOM, on a space-available basis and subject to limitations on timeframes for advertising. The City and Developer agree for a period of one (1) year to cooperate in the placement of advertising for economic development purposes related to the operation of the Hotel subject to the terms and conditions of the DBOM. The one (1) year period begins when the Developer submits their first billboard advertisement request to the City.

5.5 Hotel Rooms to City. Developer agrees to provide, based upon availability, hotel rooms to City of Placentia public safety personnel as required by the City to respond to public safety issues at a rate of 75% of the average standard rate.

5.6 OCTA Retaining Wall. Condition of Approval #6 of the Land Use Entitlements requires Developer to construct the Project without interfering with or disturbing the existing retaining wall for the Placentia Avenue underpass. The Parties understand and agree that, upon completion of construction of the Project, Developer shall not have any responsibility to maintain the wall.

6 DEVELOPMENT OF THE PROPERTY.

6.1 Rights to Develop. Subject to the terms of this Agreement including the Reservations of Authority, Developer shall have a vested right to develop the Property in accordance with, and to the extent of, the Development Plan and the Existing Land Use Regulations; however, if D eveloper has not met the Schedule of Performance for completion of work as set forth in the Schedule of Performance attached hereto in Exhibit "G", and such failure continues for thirty (30) after the City Administrator had provided Developer with notice o f such failure (or such longer period of time as is reasonably necessary to cure any such failure) the City Administrator shall have the sole discretion upon written notice to Developer, to extend the Schedule of Performance based on Developer’s written explanation of not meeting the Schedule of Performance, or to terminate this Agreement after thirty (30) days written notice to the Developer for failure to meet the Schedule of Performance. The Project shall remain subject to all Subsequent Development Appr ovals required to complete the Project as contemplated by the Development Plan. Except as otherwise provided expressly in this Agreement, the permitted uses of the Property, the intensity of use, the maximum height and size of proposed buildings, 538

17 the design, improvement, and construction standards applicable to development of the Property, and provisions for reservation and dedication of land for public purposes and Development Exactions shall be those set forth in the Development Plan. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to be a covenant by Developer to develop or construct the Project or any portion of the Project; provided, however, that to the extent that any phase of the Project is developed, Developer shall be obligated to construct the public improvements required herein related to that phase of development.

6.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided expressly under the terms of this Agreement including the Reservations of Authority, the rules, regulations and official policies of City governing permitted uses of the Property, the intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the Existing Land Use Regulations. In connection with any Subsequent Development App roval, City shall exercise its discretion in accordance with the Development Plan, the Existing Land Use Regulations, and as provided by this Agreement including, but not limited to, the Reservations of Authority.

6.3 Allowed Deviations from Development Stand ards. The following deviations from City standard development standards are expressly permitted by this Development Agreement and are specific only to the proposed Project.

6.3.1 Site Criteria – Minimum Lot Size
Approval of a reduced minimum lot size of 21,553 square feet (0.49 acres) in lieu of

1.5 acres, as otherwise required per PMC Section 23.36.020(2), Site Criteria.

6.3.2 Front Yard Setback
A deviation to allow a 4 -foot front yard setback in lieu of the 15-foot minimum required per PMC Section 23.36.070(a).

6.3.3 Street Side Yard Setback
A deviation to allow a 4-foot street side yard setback in lieu of the 15 -foot minimum required per PMC Section 23.36.070(b).

6.3.4 Off-Street Parking Reduction
A reduction in the required number of off-street parking spaces from 86 to 82, pursuant to a deviation from PMC Section 23.78.030(3), which establishes parking standards for hotels, motels, and apartment hotels.

6.3.5 Allowance of Tandem Parking
Authorization to provide tandem parking configur ations for commercial use, notwithstanding the absence of any provision within the Placentia Municipal Code allowing for tandem commercial parking. Such configuration is acknowledged to not conform to PMC Section 23.78.040.

6.3.6 On-Street Loading Allowance
Approval to allow on-street loading in lieu of the required off -street loading facilities, as mandated by PMC Section 23.78.050.

6.4 Term of Maps and Development Approvals. The term of all Development Approvals and Subsequent Development Approvals and any and all subsequently-approved tentative subdivision maps approved for the Project shall be equal to the Term of this Agreement in accordance with applicable laws, unless this Agreement is earlier terminated pursuant to the provisions hereof, in which event the term of such tentative subdivision maps shall be governed by the applicable provisions of the Subdivision Map Act.

6.5 Timing of Development. The parties acknowledge that Developer cannot at this time predict when or the rate at which phases of the Pr operty will be developed. Such decisions depend 539

upon numerous factors that are not within the control of Developer, such as construction costs, market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties' agreement, it is the parties' intent to cure that deficiency by acknowledging and providing that Developer shall have the right to develop the Property in such order and at such rate and at such times as Developer, in its sole and absolute discretion deems appropriate, subject only to any timing requirements set forth in the Development Plan and Schedule of Performance set forth in Exhibit F.

6.6 Schedule of Performance. Development of the Property shall be subject to all timing established by the Development Plan and Schedule of Performance attached hereto as Exhibit F and Developer shall use all commercially reasonable efforts to comply with the Schedule of Performance.

6.7 Failure to Perform. In the event that Developer has not completed the Project in compliance with the agreed upon Schedule of Performance the City may impose a penalty for each month of delay in the opening of the Hotel in the amount of Two Hundred Seventy-Eight Thousand Five Hundred Twenty and 00/100 ($278,520.00) per year, prorated on a monthly basis. The parties agree this is a fair allocation of the loss of transient occupancy tax lost to the City as a result of Developer’s failure to complete the Project in a timely manner as set forth in the Schedule of Performance as such amount is based on the estimated transient occupancy tax for an 86-room hotel at 70% occupancy.

6.8 Changes and Amendments. The parties acknowledge that refinement and further development of the Project will require Subsequent Development Approvals and may demonstrate that changes are appropriate and mutually desirable in the Existing Development Approvals. During the term of this Agreement, in the event Developer finds that a change in the Existing Development Approvals is necessary or appropriate, Developer shall apply for a Subsequent Development Approval to effectuate such change and City shall process and act on such application in accordance with the Existing Land Use Regulations, except as otherwise provided by this Agreement, including, without limitation, the Reservations of Authority. If approved, any such change in the Existing Development Approvals shall be attached to this Agreement as an addendum to Exhibit "C" and may be further changed from time to time as provided in this Section.

6.8 Reservations of Authority

6.8.1 Limitations. Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the development of the Property.

(a) Processing fees and charges of every kind and nature imposed by City to cover the estimated actual costs to City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued.

(b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure.

(c) Regulations governing construction standards and specifications including, without limitation, City's Building Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code and Grading Code that are applied uniformly and on a city-wide basis to all development projects of a similar type as the Project.

(d) Regulations that are in conflict with the Development Plan but that are reasonably necessary to 540

19 protect the public health and safety of the residents of the Project or the immediate community. To the extent possible, any such regulations shall be applied and construed so as to provide Developer with all of the rights and assurances provided under this Agreement. Any regulation, whether adopted by initiative or otherwise, limiting the permitted uses, density, intensity, or rate or timing of development of the Property to the extent permitted by law shall be deemed to conflict with the Development Plan and shall therefore not be applicable to the development of the Property.

(e) Regulations that are not in conflict with the Development Plan provided Developer has given written consent to the application of such regulations to development of the Property.

6.8.2 Subsequent Development Approvals . This Agreement shall not prevent City, in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations that do not conflict with the Existing Land Use Regulations or Development Plan, nor shall this Agreement prevent City from denying or conditionally approving any Subsequent Development Approval on the basis of the Existing Land Use Regulations or any Subsequent Land Use Regulation not in conflict with the Development Plan. Upon approval of any Subsequent Development Approval, such Subsequent Development Approval shall be deemed vested pursuant to the provisions of this Agreement, without any further action by City or Developer being required.

6.8.3 Modification or Suspension by State or Federal Law. In the event any State or Federal law or regulation that is enacted or adopted after the Effective Date of this Agreement, or any other action of any governmental entity that is not under City's control, prevents or precludes compliance with any provision of this Agreement, then that provision of this Agreement shall be modified or suspended only to the extent and for the time necessary to achieve compliance with that law, regulation or other governmental action and the remaining provisions of this Agreement shall continue in full force and effect and the parties shall negotiate in good faith for such amendments to this Agreement as may be necessary to achieve its intent, notwithstanding the existence of such law or regulation or other governmental action. Upon the repeal of any such law, regulation or other governmental action or on the occurrence of any other circumstance that removes the effect of the same on this Agreement, provided this Agreement is otherwise still in effect, the provisions of this Agreement shall be automatically restored to their full original effect and any amendment to this Agreement that the parties have entered into as a result of any such law, regulation or other governmental action, shall terminate.

6.8.4 Intent. The parties acknowledge and agree that City is entering into this Agreement pursuant to the Development Agreement Law, Government Code Sections 65864 - 65869.5, and that the foregoing limitations, reservations and exceptions are intended to reserve to City all of its police power that cannot be so limited. This Agreement shall be construed to reserve to City all such power and authority that cannot be restricted by development agreement.

6.8.5 Public Works. Developer shall construct all public improvements related to the Project required as a condition of approval in accordance with City's or other public works engineering standards. For public utilities, the Developer shall design and construct all public utility facilities within the public rights-of-way in the project boundary as required by the public utility purveyors, including those related to cable/telephone or related communication transmission facilities, energy transmission facilities, fiber optic, electric, gas to service the property. The City shall determine whether the Developer shall dedicate said public utility facilities and the public access easements thereto and the entities to whom those dedications shall be made. Developer shall install electrical or communication appurtenances (such as transformers) underground unless said appurtenance is a service pedestal for electrical, phone, traffic signal control cabinets, or irrigation control devices. 541

6.8.6 On-Site Improvements. All on-site public improvements shall be constructed to generally applicable City standards as set forth in the conditions of approval for the project. Upon completion, the Developer shall offer for dedication utility improvements as part of the project subdivision maps.

These improvements include all potable water mains, sewer mains and storm water collection facilities intended to serve the property within the Project boundaries.

6.8.7 Provision of Real Property Interests by City . In any instance where Developer is required to construct any public improvement on land not owned by Developer, Developer shall at its sole cost and expense provide or cause to be provided, the real property interests necessary for the construction of such public improvements. Developer shall exercise reasonable and diligent good faith efforts to acquire the real property interests necessary for the construction of such public improvements at a cost and upon terms acceptable to the owner of the real property and approved by City. If, despite such efforts, Developer is unable to acquire such property after one-hundred eighty days (180), at Developer's request and upon Developer's provision of adequate security for costs City incurs, City shall negotiate the purchase of the necessary real property interests to allow Developer to construct the public improvements as required by this Agreement. If necessary, in accordance with th e procedures established by law, the City may use its power of eminent domain to acquire such required real property interests. Developer shall pay all costs associated with any such negotiation or condemnation proceedings. This Section 6.8.7 is not intended by the parties to impose upon the Developer an enforceable duty to acquire land or construct any public improvements on land not owned by Developer, except to the extent that the Developer elects to proceed with the development of the Project.

6.9 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of City possess authority to regulate aspects of the development of the Property separately from or jointly with City and this Agreement does not limit the authority of such other public agencies.

6.10 Parking Management Plan. The Developer shall adopt and adhere to a parking management plan reasonably acceptable to the City.

7. PUBLIC BENEFITS.

7.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public benefit by development of an underutilized vacant property.

7.2 Development Impact Fees.

7.2.1 Amount and Components of Fee. Developer shall pay to City the Development Impact Fees in the amounts determined by the City as identified in Exhibit "E".

7.2.2 Time of Payment. Development Impact Fees required pursuant to Subsection 5.2.1, shall be paid to City at the time of issuance of the first building permit as described in Exhibit “E”.

7.3 Reimbursement of City Costs. Developer shall pay all reasonable costs incurred by City in connection with the Development Approvals sought to be granted related to the Project. Developer shall pay all costs of any private financing for the Project, including all of City's costs therefor. Costs to be paid by Developer include, but are not limited to, City fees due for processing of all applications, City's, costs reasonably borne for staff time related to the Project and this Agreement, including all administrative and staff costs, and any out of pocket costs incurred by City in connection with the 542

21 Development Agreement, Development Approvals, and consulting, permits, noticing, and environmental evaluation and mitigation, including overseeing any Mitigation Monitoring Program. A reimbursement schedule and a reimbursement process for all such costs which have not been reimbursed directly to City by Developer shall be mutually agreed upon prior to the issuance of building permits. City shall require Developer to submit a deposit against which such costs will be billed.

8. REVIEW FOR COMPLIANCE.

8.1 Periodic Review. During the term of this Agreement, t he Director of Development Services shall review this Agreement annually, on or before the anniversary of the Effective Date, in order to ascertain the good faith compliance by Developer with the terms of the Agreement. Developer shall submit an annual monitoring report ("Annual Monitoring Report"), in a form acceptable to the Director of Development Services, within 30 days after written notice from City Staff demonstrating Developer's good faith compliance with all the material terms of this Agreement. The Annual Monitoring Report shall be accompanied by an annual review and administration fee sufficient to defray the estimated costs of review and administration of the Agreement during the succeeding year.

The amount of the annual review and administration fee shall be set annually by resolution of the City Council. Upon completion of a periodic review, the Director of Development Services shall submit a report to the City Council setting forth the evidence concerning good faith compliance by Developer with the terms of this Agreement and his or her recommended finding on that issue. If the City Council finds that Developer has not complied in good faith with the terms and conditions of this Agreement, the City Council may modify or terminate this Agreement after providing Developer with a reasonable opportunity to cure any non-compliance by Developer.

8.2 Certificate of Agreement Compliance. If, at the conclusion of a periodic review, Developer is found to be in compliance with this Agreement, Ci ty shall, upon request by Developer, issue a Certificate of Agreement Compliance ("Certificate") to Developer stating that after the most recent periodic or special review and based upon the information known or made known to the Director of Development Services and City Council that (1) this Agreement remains in effect and (2) Developer is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance , shall state whether the Certificate is issued after a periodic or special review and shall state the anticipated date of commencement of the next periodic review. Developer may record the Certificate with the Orange County Recorder.

Whether or not the Certificate is relied upon by assignees or other transferees or Developer, City shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the Director of Development Services or City Council.

9. PREVAILING WAGES.

9.1 Public Works Determination. Developer has been alerted to the requirements of California Labor Code section 1770, et seq., including, without limitation S.B. 975, which require the payment of prevailing wage rates and the performance of other requirements if it is determined that this Development Agreement or any portion of the Development constitutes a public works contract. It shall be the sole responsibility of Developer to determine whether to pay prevailing wages for any or all work required by this Development Agreement. As a material part of this Development Agreement, Developer agrees to assume all risk of liability arising from any decision not to pay prevailing wages for work required by this Development Agreement.

9.2 Indemnification. As a further material part of this Development Agreement, Developer agrees 543

to indemnify, defend and hold harmless City, its officials, officers, employees, consultants and agents from any and all claims, liability, loss, costs, damages, expenses, fines and penalties, of whatever the or nature, including all costs of defense and reasonable attorneys' fees, arising from any alleged failure of the Developer or Developer's contractors to comply with the prevailing wage laws of the State of California. If City or any of the other indemnified parties is named as a party in any dispute arising from the failure of Developer or Developer ' s contractors to pay prevailing wages , Developer agrees that City and those other indemnified parties may appoint their own independent counsel, and Developer agrees to pay all attorneys' fees and defense costs of City and the other indemnified parties as billed, in addition to all other damages, fines, penalties, and losses incurred by City and those other indemnified parties as a result of the action.

10. DEFAULT AND REMEDIES.

10.1 Remedies in General. It is acknowledged by the parties that neither party would have entered into this Agreement if it were to be liable in damages under this Agreement, or with respect to this Agreement or the application thereof. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach o f any provision of this Agreement, except that neither party shall be liable in damages to the other party, or to any successor in interest of such party, or to any other person, and each party covenants not to sue for damages or claim any damages:

10.1.1 For any breach of this Agreement or for any cause of action that arises out of this Agreement; or

10.1.2 For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement ; or

10.1.3 Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement.

10.2 Specific Performance. The parties acknowledge that money damages and remedies at law generally are inadequate and specific performance and other non-monetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons:

10.2.1 Money damages are unavailable against City or Developer as provided in Section 9.1 above; provided nothing in this Agreement precludes City from exercising its rights to enforce bonds or other security furnished by Developer to City as required in the Development Plan, or from enforcing its right to indemnification from Developer as set forth herein and requiring Developer to pay money damages for failure to do so.

10.2.2 Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun.

After such implementation, Developer may be foreclosed from other choices it may have had to utilize the Property or portions thereof. Developer 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 that would adequately compensate Developer for such efforts.

10.3 Release. Except for non-damage remedies, including the remedy of specific performance or 544

23 judicial review, Developer, for itself, its successors and assignees, hereby releases City, its officials, officers, agents and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance that seeks to impose any other liability or damage, whatsoever, upon City because it entered into this Agreement or because of the terms of this Agreement.

10.4 Default of Developer. City may terminate this Agreement for any failure of Developer to perform any material duty or obligation of Developer under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as "default"); provided, however, City shall first provide written notice to Developer of default setting forth the nature of the default and demanding the Developer to cure such default. If Developer fails to cure such default within 60 days after the service of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default, City may terminate this agreement. Upon the termination of the Agreement pursuant to this Section 9.4 the City shall have the right to retain all previously received Good Faith Deposits.

10.5 Termination of Agreement for Default of City. Developer may terminate this Agreement only in the event of a default by City in the performance of a material term of this Agreement and only after providing written notice to City of default setting forth the nature of the default and the actions, if any, required by City to cure such default and, where the default can be cured, City has failed to take such actions and cure such default within 60 days after the effective date of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default in a reasonable period. Upon the termination of the Agreement pursuant to this Section 9.5, the City shall immediately return all Good Faith Deposits to the Developer.

11. THIRD PARTY LITIGATION.

11.1 General Plan Litigation. City has determined that this Agreement is consistent with its General Plan, herein called General Plan, and Existing Land Use Regulations. Developer has reviewed the General Plan and concurs with City's determination. City shall have no liability in damages under this Agreement for any failure of City to perform under this Agreement or the inability of Developer to develop the Property as contemplated by the Development Plan of this Agreement as the result of a judicial determination that on the Effective Date, or at any time thereafter, the General Plan, Existing Regulations, or portions thereof, applied to the Development Plan are invalid or inadequate or not in compliance with law.

11.2 Third Party Litigation Concerning Agreement. Developer shall defend, at its expense, including attorneys' fees, indemnify, and hold harmless City, its agents, officials, officers, independent contractors, subcontractors, and employees, from any claim, action or proceeding against City, its agents, officials, officers, independent contractors, subcontractors, or employees to attack, set aside, void, or annul the approval of this Agreement or the approval of any Subsequent Development Approval granted pursuant to this Agreement. City shall promptly notify Developer of any such claim, action or proceeding, and City shall cooperate in the defense.

11.3 Indemnity. In addition to the provisions of 11.2 above, Developer shall indemnify and hold City, its officials, officers, agents and employees free and harmless from any liability whatsoever, based or asserted upon any act or omission of Developer, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury, or death (Developer's employees included) or 545

any other element of damage of any kind or nature, relating to or in any way connected with or arising from the activities contemplated hereunder, including, but not limited to, the study, design, engineering, construction, completion, failure or conveyance of the public improvements, save and except claims for damages to the extent arising through the illegal activities, gross active negligence or willful misconduct of City or any of its officers, officials, agents or employees. Developer shall defend, at its expense, including attorneys' fees, City, its officers, officials, agents and employees in any action or proceeding based upon such alleged acts or omissions. City may, in its discretion, participate in the defense of any such action or proceeding.

11.4 Environmental Assurances. Developer shall indemnify and hold City, its officers, officials, agents and employees free and harmless from any liability, based or asserted, upon any act or omission of Developer, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Developer shall defend and indemnify, at its expense, including reasonable attorneys' fees, City, its officers, officials, agents and employees in any action based or asserted upon any such alleged act or omission save and except claims for damages to the extent arising through the illegal activities, gross active negligence or willful misconduct of City or any of its officers, officials, agents or employees.. City may, in its discretion, participate in the defense of any such action.

11.5 Reservation of Rights. With respect to Sections 10.2, 10.3 and 10.4 herein, City reserves the right to either (1) approve the attorney(s) that Developer selects, hires or otherwise engages to defend City hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own defense, provided, however, that Developer shall reimburse City forthwith for any and all expenses incurred for such def ense, including attorneys' fees, upon billing and accounting therefor. In the event City chooses Option (2), then Developer shall also be entitled to participate in the proceedings that are the subject of Sections 10.2, 10.3 or 10.4 herein.

11.6 Survival. The provisions of this Sections 11.1 through 11.6, inclusive, shall survive the termination of this Agreement.

12. MORTGAGEE PROTECTION.

The parties hereto agree that this Agreement shall not prevent or limit Developer, in any manner, at Developer's sole discretion, from encumbering the Project or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Project. City acknowledges that Mortgagees providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with Developer and representatives of such Mortgagees to negotiate in good faith any such request for interpretation or modification. City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Project shall be entitled to the following rights and privileges:

12.1 Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Project made in good- faith and for value, unless otherwise required by law.

12.2 The Mortgagee of any mortgage or deed of trust encumbering the Project, or any part thereof, which Mortgagee has submitted a request in writing to City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by Developer in the performance of Developer's obligations under this Agreement. 546

25 12.3 If City timely receives a request from a Mortgagee requesting a copy of any notice of default given to Developer under the terms of this Agreement, City shall provide a copy of that notice to the Mortgagee within 10 days of issuing the notice of default to Developer. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement.

12.4 Any Mortgagee who comes into possession of the Project, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Project, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of Developer's obligations or other affirmative covenants of Developer hereunder (including, without limitation, any indemnification obligation of Developer for any acts or omission arising prior to the date said Mortgagee comes into possession of the Project), or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by Developer is a condition precedent to the performance of a covenant by City, the performance thereof shall continue to be a condition precedent to City's performance hereunder, and if further provided that any transfer or assignment by any Mortgagee in possession shall be subject to the provisions of this Agreement.

13. MISCELLANEOUS PROVISIONS.

13.1 Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the Orange County Recorder by the City Clerk within the period required by Section 65868.5 of the Government Code.

13.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.

13.3 Severability. If any term, provision, covenant or condi tion of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the public benefits set forth in Section 5 of this Agreement, including the payment of the fees set forth therein, are essential elements of this Agreement and City would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever.

13.4 Interpretation and Governing Law. This Agreement and any dispute am ong hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof.

13.5 Operating Memoranda. The parties acknowledge that circumstances may arise which 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 those 547

items covered in general terms under this Agreement. If and when the parties mutually find that changes, adjustments, or clarifications that are in substantial conformance with the original Project 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 through one or more operating memoranda mutually approved by the parties. The Operating Memoranda may be approved on behalf of the City by the City Administrator of the City, or such person designated in writing by the City Administrator, and by any corporate officer or other person designated for such purpose in a writing signed by a corporate officer on behalf of Developer. After execution of an Operating Memoranda it shall be attached hereto as an addenda and become a part hereof. Unless otherwise required by law or by this Agreement, no such changes, adjustments, or clarifications shall require prior notice or hearing, public or otherwise. Notwithstanding the foregoing, in no event shall any Operating Memoranda reduce the Developer Impact Fees approved by this Agreement.

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

13.7 Singular and Plural. As used herein, the singular of any word includes the plural.

13.8 Joint and Several Obligations. If at any time during the term of this Agreement the Property is owned, in whole or in part, by more than one Developer (collectively the "Obligors"), all obligations of such Obligors under this Agreement shall be joint and several, and the default of any such Obligors shall be the default of all such Obligors. Notwithstanding the foregoing, no Obligors of a single rentable unit that has been finally subdivided and such rentable unit leased to a member of the gen eral public or other ultimate user, shall have any further obligation under this Agreement with respect to such rentable unit.

13.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

13.10 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter.

13.11 No Third-Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement.

13.12 Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other acts of God, pandemics, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the party's control, (including the party's employment force), government regulations, court actions (such as restraining orders or injunctions), or other causes beyond the party's control. If any such events shall occur, the term of this Agreement and the time for performance by either party of any of its obligations hereunder may be extended by the written agreement of the parties for the period of time that such events prevented such performance, provided that the term of this Agreement shall not be extended under any circumstances for more than 1 years.

13.13 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants 548

27 to be performed hereunder by such benefited party.

13.14 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and, (e) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof.

13.15 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument.

13.16 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court.

13.17 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement.

13.18 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and t ake any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement.

13.19 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain.

13.20 Agent for Service of Process. In the event Developer is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venture resident of the State of California, or it is a foreign corporation, then in any such event, Developer shall file with the Director of Development Services , upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Developer. If for any reason service of such process upon such agent is not feasible, then in such event Developer maybe personally served with such process out of Orange County and such service shall constitute valid service upon Developer. Developer is amenable to the process so served, submits to the jurisdiction of the Court referenced in Section 12.16 so obtained and waives any and all objections and protests thereto. Developer for itself, assigns and successors hereby waive the provisions of the Hague Convention (Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 549

6638).

13.21 Authority to Execute. The person or persons executing this Agreement on behalf of Developer warrants and represents that he or she or they has/have the authority to execute this Agreement on behalf of such corporation, partnership or business entity and warrants and represents that he or she or they has/have the authority to bind Developer to the performance of its obligations hereunder.

13.22 Minor Modifications to Development Plan. Minor modifications to the Development Plan may be approved by the City Administrator, or his or her designee, evidenced by a written memorandum from the City, which shall not require recordation but shall be retained by the City as a public record. A "Minor Modification" shall not increase unit count or reduce parking spaces, or building heights.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year set forth below.

[SIGNATURES NEXT PAGE]
550

29 "DEVELOPER"
CY Hospitality LLC

____________________________,
By: Chandrakant Patel, Manager

Attest: "CITY "

THE CITY OF PLACENTIA,
a municipal corporation

________________________________
City Clerk
By: ________________________________
Name: Jennifer Lampman
Title: City Administrator

APPROVED AS TO FORM:

By: ________________________________
Name: Christian Bettenhausen
Title: City Attorney

551

STATE OF CALIFORNIA )
)

COUNTY OF ORANGE )
On __________________________________, before me, _____________________________________, (insert name and title of the officer)
Notary Public, personally appeared _______________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

___________________________
Signature of Notary (Seal)

A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
552

STATE OF CALIFORNIA )
)

COUNTY OF ORANGE )
On __________________________________, before me, _____________________________________, (insert name and title of the officer)
Notary Public, personally appeared _______________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

_________________________
___________________________
Signature of Notary (Seal)

A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
553

EXHIBIT “A”

LEGAL DESCRIPTION OF CITY PROPERTY

THAT PORTION OF PLACENTIA AVENUE (VARIABLE WIDTH) AND INDUSTRIAL WAY (VARIABLE WIDTH) AS SHOWN IN DOCUMENT NO. 2015000007442 RECORDED JANUARY 18, 2015, OFFICIAL RECORDS, SITUATED IN THE CITY OF PLACENTIA, COUNTY OF

ORANGE, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWESTERLY CORNER OF LOT 6 OF TRACT MAP 5836, FILED IN BOOK 217, PAGE 22 OF MISCELLANEOUS MAPS, ORANGE COUNTY RECORDS, BEING

THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 5,747.70 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 8⁰46’30” EAST;

THENCE ALONG SAID CURVE, NORTHEASTERLY THROUGH A CENTRAL ANGLE OF 0⁰12’00” AN ARC LENGTH OF 20.06 FEET;

THENCE, NORTH 81⁰01’30” EAST, 39.09 FEET TO THE TRUE POINT OF BEGINNING;

THENCE, SOUTH 8⁰58’30” EAST, 3.00 FEET;

THENCE, SOUTH 81⁰01’30” WEST, 35.50 FEET;

THENCE, SOUTH 14⁰30’37” WEST, 124.70 FEET;

THENCE, SOUTH 75⁰28’30” EAST, 32.80 FEET;

THENCE, NORTH 14⁰31’30” EAST, 9.98 FEET TO THE SOUTHERLY LINE OF SAID LOT 6,

BEING THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 172.00 FEET, A RADIAL LINE TO SAID BEGINNING OF NON-TANGENT CURVE BEARS SOUTH 11⁰35’02” WEST;

THENCE ALONG SAID CURVE AND SOUTHERLY LINE OF SAID LOT 6, EASTERLY THROUGH A CENTRAL ANGLE OF 28⁰03’02” AN ARC LENGTH 84.21 FEET;

THENCE, NORTH 73⁰32’00” EAST, 28.22 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 92.00 FEET, A RADIAL LINE TO SAID BEGINNING OF NON-TANGENT CURVE BEARS SOUTH 12⁰23’57” EAST;

THENCE LEAVING SAID SOUTHERLY LINE OF LOT 6, ALONG SAID CURVE, NORTHWESTERLY THROUGH A CENTRAL ANGLE OF 46⁰54’08” AN ARC LENGTH OF 75.31

FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 46.00 FEET;

THENCE ALONG SAID CURVE, WESTERLY THROUGH A CENTRAL ANGLE OF 45⁰02’58” AN ARC LENGTH OF 36.17 FEET;

THENCE, NORTH 14⁰25’32” EAST, 64.93 FEET;

554

THENCE, NORTH 81⁰01’36” EAST, 16.34 FEET;

THENCE, NORTH 14⁰25’32” EAST, 32.50 FEET TO THE NORTHERLY LINE OF SAID LOT 6;

THENCE ALONG SAID NORTHERLY LINE, SOUTH 81⁰01’30” WEST, 13.00 FEET TO THE TRUE POINT OF BEGINNING.

CONTAINING 6,358 SQUARE FEET, MORE OR LESS.

SEE EXHIBIT 1A ATTACHED HERETO AND MADE A PART HEREOF.

555

STREET PLAT MAP

556

EXHIBIT “A-2”

LEGAL DESCRIPTION OF PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

LOT 6 OF TRACT NO. 5836, IN THE CITY OF PLACENTIA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 217, PAGES 22 AND 23 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.

EXCEPT THEREFROM ONE-HALF OF ALL MINERAL RIGHTS BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY WILLIAM R. BRAUCHER AND WIFE BY DEED RECORDED NOVEMBER 29, 1960, IN BOOK 5527, PAGE 111, OF OFFICIAL RECORDS.

ALSO EXCEPT THEREFROM THAT PORTION THEREOF CONVEYED TO THE CITY OF PLACENTIA IN DEED RECORDED JANUARY 8, 2015 AS INSTRUMENT NO. 2015000007442, OF OFFICIAL RECORDS.

APN: 339-442-04

557

EXHIBIT “B”

MAP OF PROJECT SITE

558

EXHIBIT “C”

DEVELOPMENT APPROVALS

DEVELOPMENT PLAN REVIEW NO. 2025-01

DEVELOPMENT AGREEMENT

USE PERMIT NO. 2025-02

559

EXHIBIT “D”

LAND USE REGULATIONS

City of Placentia General Plan (GPA 2018-02) as adopted by Resolution No. R-2019-49

All other applicable provisions of the Placentia Municipal Code

560

EXHIBIT “E”

DEVELOPMENT IMPACT FEES

Upon execution of the Development Agreement, the City shall implement the most current DIF schedule as adopted by the City Council.

SUMMARY OF COMMUNITY FACILITIES DISTRICT (CFD’s)

ANNUAL ASSESSMENT

Type of CFD’s Per Total
Landscape Maintenance District
(LMD) 92-1 $1,548.70 per acre $765.00
Street Lighting District (SLD) 81-1 $164.28 per acre $81.12 Total Community Facilities District Annual Assessment $_846.15_

561

EXHIBIT “F”

SCHEDULE OF PERFORMANCE

Action Deadline
City consider DA and Covenant. December 2, 2025
Developer executes DA and delivers to City for approval and execution.

Within 10 days of Approval of City
Council.

Developer submission of Franchise Agreement. Within 180 days following the execution of the DA.

Developer submittal of Financing Commitment. Within 15 days prior to the close of escrow.

Developer shall submit application and plan submissions for all building plan approvals ("Plan Submission").

On or before one hundred twenty (120) days
of execution of DA.

City plan checks building plans of Plan Submission and
submits correction comments to Developer.

Within 30 days of Plan Submission.

Developer makes all building plan corrections and
resubmits to City for comment.

Within 30 days of City's plan check
corrections.

City rechecks building plans and submits correction
comments to Developer, if necessary.

Within 15 days following receipt of
Developer's resubmission.

If necessary, Developer makes all building plan
corrections necessary for building plan approval and
resubmits for building plan approval.

Within 20 days following receipt of City's
plan check corrections.

If necessary, City identifies all outstanding correction items necessary for building plan approval.

Within 10 days following receipt of
Developer's resubmission.

If necessary, Developer makes all building plan
corrections necessary to obtain building plan approval and resubmits for building plan approval.

Within 20 days following receipt of City's
plan check corrections.

Developer submits approved building plans to the City for issuance of building permit.

No later than 180 days after all plan
corrections are completed.

City issues building permit. Within 7 days following receipt of Developer's submission of approved
building plans.

Developer submits required insurance ?. Prior to construction.

Commence construction of Hotel. Within 90 days of Construction Loan recording and funding.

Completion of Hotel and open to the public 36 months following start of construction.

Developer delivers written request for release of
Construction Covenants for Hotel.

Following completion, final inspection and
issuance of Final Certificate of Occupancy
for a Hotel.

City delivers a Release of Construction Covenants to
Developer or gives reasons for not releasing covenants.

Within 5 days following Developer's
submission of written request for release.

562

CATEGORICAL EXEMPTION &

ENVIRONMENTAL ASSESSMENT

DEVELOPMENT PLAN REVIEW (DPR) 2025-01,
USE PERMIT (UP) 2025-02, AND
DISPOSITION AND DEVELOPMENT AGREEMENT (DDA) 2025-01

TRU HOTEL
450 SOUTH PLACENTIA AVENUE
PLACENTIA, CALIFORNIA 92870
APNS 339-442-04

LEAD AGENCY:

CITY OF PLACENTIA

DEVELOPMENT SERVICES DEPARTMENT

PLANNING DIVISION
401 EAST CHAPMAN AVENUE
PLACENTIA, CALIFORNIA 92870
REPORT PREPARED BY:

BLODGETT BAYLOSIS ENVIRONMENTAL PLANNING
2211 S. HACIENDA BOULEVARD, SUITE 107
HACIENDA HEIGHTS, CALIFORNIA 91745

NOVEMBER 6, 2025

PLCA 007
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CLASS 32 INFILL DEVELOPMENT EXEMPTION PAGE 3

TABLE OF CONTENTS

1. INTRODUCTION .................................................................................................. 6

2. PROJECT LOCATION ........................................................................................... 7 3 ENVIRONMENTAL SETTING ............................................................................... 7 Table 1 Environmental Setting ..................................................................................................................... 8 4 PROJECT DESCRIPTION ...................................................................................... 8 Exhibit 1 Regional Map ................................................................................................................................. 9 Exhibit 2 Citywide Map ................................................................................................................................ 10 Exhibit 3 Local Map ...................................................................................................................................... 11 Exhibit 4 Aerial Photograph ........................................................................................................................ 12 Table 2 Project Summary ............................................................................................................................. 13 Exhibit 5 First Floor Plan ............................................................................................................................. 14 Exhibit 6 Basement Level Plan .................................................................................................................... 15 Exhibit 7 Second Floor Plan ......................................................................................................................... 16 Exhibit 8 North and South Elevations ......................................................................................................... 17 Exhibit 9 East and West Elevations ............................................................................................................. 18

5. CATEGORICAL EXEMPTION FINDINGS ........................................................... 19 FINDINGS 5.1 - LAND USE COMPATIBILITY ......................................................................................................... 20 FINDINGS 5.2 - PROJECT SITE SIZE ..................................................................................................................... 21 FINDINGS 5.3 - HABITAT VALUE ......................................................................................................................... 21 FINDINGS 5.4 - SIGNIFICANT EFFECTS (TRAFFIC, NOISE, AIR, PUBLIC SERVICES AND UTILITIES) ...................... 22

5.4.1 TRAFFIC .............................................................................................................................................. 22 Table 3 Project Trip Generation .................................................................................................................. 22

5.4.2 NOISE ................................................................................................................................................. 25 Table 4 Construction Noise ......................................................................................................................... 26 Table 5 Construction Vibration ................................................................................................................... 27

5.4.3 AIR QUALITY...................................................................................................................................... 28 Table 6 Estimated Daily Construction Emissions ..................................................................................... 29 Table 7 Estimated Operational Emissions in lbs./day.............................................................................. 29 Table 8 Local Significance Thresholds Exceedance SRA 16 for 1 -acre Sites ........................................... 30

5.4.4 WATER QUALITY ............................................................................................................................... 30 FINDING 5.5 - SIGNIFICANT EFFECTS ON UTILITIES AND PUBLIC SERVICES (CEQA SECTION 15332 (E) .............. 31

5.5.1 PUBLIC SERVICES ............................................................................................................................... 31

5.5.2 UTILITIES ........................................................................................................................................... 33 Table 9 Wastewater (Effluent) Generation (gals/day) ............................................................................ 33 Table 10 Water Consumption (gals./day) ................................................................................................. 34 Table 11 Solid Waste Generation (lbs./day) .............................................................................................. 34 FINDINGS 5.6 – SIGNIFICANT EFFECTS RELATED TO INFILL DEVELOPMENT PROJECTS .......................................35 FINDING 5.6.1. – CUMULATIVE IMPACT ....................................................................................................35 FINDING 5.6.2. – UNUSUAL CIRCUMSTANCES..........................................................................................35 FINDING 5.6.3. - SCENIC NATURAL VIEWS ...............................................................................................35 FINDING 5.6.4. - CORTESE LISTING .......................................................................................................... 36 FINDING 5.6.5. - HISTORIC RESOURCES .................................................................................................. 36

APPENDICES (UNDER A SEPARATE COVER)
APPENDIX A – AIR QUALITY WORKSHEETS
APPENDIX B – UTILITIES WORKSHEET
APPENDIX C – TRAFFIC REPORT

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CLASS 32 INFILL DEVELOPMENT EXEMPTION PAGE 4

NOTICE OF EXEMPTION
TO: Orange County Clerk Recorder FROM: City of Placentia County Administration South Building Planning Division 601 N. Ross Street 401 East Chapman Avenue
Santa Ana, CA 92701 Placentia, California 92870

NAME: Tru Hotel
ADDRESS: 450 South Placentia Avenue, Placentia, California, 92870.

CITY/COUNTY: City of Placentia, Orange County.

APPLICANT: Yagnesh Patel, C Y Hospitality, LLC, 17708 Alburtis Avenue, Artesia, California 90701 PROJECT: The City of Placentia, in its capacity as a Lead Agency, is reviewing the Development Plan Review No. DRP 2025-01, Use Permit No. UP 2025-02, and Disposition and Development Agreement No.

DDA 2025-01 that would permit the development of a 42,631 square foot, four-story, 86-room hotel. The site is located at 450 South Placentia Avenue, Assessor Parcel Number (APN): 339 -442-

04. The development area will include 15,195 square feet from Parcel 339-442-01 in addition to acquired land through DDA 2025-01. The additional land (6,322 square feet) is currently the northern portion of the Industrial Way right-of-way. The total square footage following the land acquisition would be 21,517 square feet. The hotel would have a height of 63 feet and would include a 24,210 square foot subterranean parking garage. Access to the site would be provided by a single driveway connection to the north side of Industrial Way. The driveway located along the west of the site would provide access to the underground level and the driveway along the east would provide access to the first-floor parking lot. In total, 82 parking spaces would be provided on the first floor and the basement level. The first floor would have 33 parking spaces: 2 ADA spaces, 7 compact spaces, and 24 standard spaces. The basement level would have 49 parking spaces: 2 ADA spaces, 21 compact spaces, and 26 standard spaces. The project site is located on a property that is currently designated Commercial in the City of Placentia General Plan and is zoned Community Commercial (Height Overlay District) (C-2 (H-65)) under the City of Placentia Zoning Ordinance.

EXEMPTION: The project qualifies as exempt pursuant to CEQA Guidelines Section 15332 (Class 32 Infill Development Exemption).

STATUS: __ Ministerial (Section 21080 (b)(1); (Section No. ______); __ Declared Emergency (Section 21080 (b)(3); (Section No. ______); __ Emergency Project (Section 21080 (b)(4); (Section No. ______); __ Statutory Exemption (Section No. ______);
√ Categorical Exemption (Section No. 15332, Infill Exemption) __ The activity is not subject to CEQA (Section No. ______); __ Other.

CITY CONTACT Andrew Gonzales, Planning Manager
City of Placentia, Planning Division
401 East Chapman Avenue
Placentia, California 92870
[email protected]
Signature Date ____________

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1. INTRODUCTION
The City of Placentia, in its capacity as a Lead Agency, is reviewing the Development Plan Review No. DRP 2025-01, Use Permit No. UP 2025-02, and Disposition and Development Agreement No. DDA 2025-01 that would permit the proposed development of a 42,631 square foot, four-story, 86-room hotel. The site is located at 450 South Placentia Avenue. The site’s Assessor Parcel Number (APN) is 339-442-04. The project site is located on a property that is currently designated Commercial in the City of Placentia General Plan and is zoned Community Commercial (Height Overlay District) (C-2 (H-65)) under the City of Placentia Zoning Ordinance.

Development Plan Review No. DRP 2025-01 would authorize the construction and subsequent operation of a 42,631 square foot, four-story, 86-room hotel. The development area will include 15,195 square feet from Parcel 339-442-01 in addition to acquired land through DDA 2025-01. The additional land (6,322 square feet) is currently the northern portion of the Industrial Way right -of-way. The total square footage following the land acquisition would be 21,517 square feet. The hotel would have a height of 63 feet and would include a 24,210 square foot subterranean parking garage. The lobby and hotel staff rooms would be located on the first floor of the building while the remaining guest rooms would be located on the second through fourth floors and guest amenities would be located on the second floor.

Access to the site would be provided by one unsignalized driveway connection with the north side of Industrial Way. The driveway located along the west of the site would provide access to the underground level and the driveway along the east would provide access to the first-floor parking lot. In total, 82 parking spaces would be provided on the first floor and the basement level. The first floor would have 33 parking spaces: 2 ADA spaces, 7 compact spaces, and 24 standard spaces. The basement level would have 49 parking spaces: 2 ADA spaces, 21 compact spaces, and 26 standard spaces.1 Use Permit No. UP 2025-02 would allow for the construction and operation of a hotel, including the onsite sale and consumption of alcoholic beverages exclusively for registered hotel guests as an accessory use to the primary hotel operations. Disposition and Development Agreement No. 2025-01 would permit the acquisition of approximately 6,358 square feet of public right-of-way on Industrial Way and to allow relief from specific development standards applicable to the C -2 (H65) zoning designation. The total site area following the land acquisition would be 21,517 square feet.

Pursuant to the California Environmental Quality Act (CEQA) Guidelines, a Notice of Exemption (NOE) may be filed if the City of Placentia, in its capacity as the Lead Agency for the proposed project, determines that a proposed action or project is exempt from CEQA. According to the CEQA Guidelines, a NOE must contain the following information:
● A description of the proposed action or project;
● A finding that the proposed action or project is exempt, including a citation of the State CEQA Guidelines section or statute under which the project is found to be exempt; and, ● A brief statement in support of the finding.2

1 Kate Architecture. Placentia Tru Hotel. April 17, 2025. 2 CEQA Guidelines California Code of Regulations, Title 14, Division 6, Chapter 3, Article 19. Categorical Exemptions. (Section 15332). 568

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CLASS 32 INFILL DEVELOPMENT EXEMPTION PAGE 7
The analyses of potential impacts that support the Categorical Exemption’s (CE’s) findings are provided herein in Section 5.0, Findings Supporting the Applicable CEQA Exemption. This CE and the supporting environmental analysis represent the City’s independent judgment and the position of the City of Placentia, in its capacity as the Lead Agency. The project Applicant is Yagnesh Patel, C Y Hospitality, LLC, 17708 Alburtis Avenue, Artesia, California 90701.

2. PROJECT LOCATION
The project site is located along the western boundary of the City of Placentia. Placentia is located in the northern portion of the County of Orange. The City of Placentia is located approximately 7.5 miles north of downtown Santa Ana and 23 miles southeast of downtown Los Angeles. Placentia is bounded on the north by the City of Brea; on the east by the City of Yorba Linda; on the south by the City of Anaheim; and on the west by the City of Fullerton.3 Regional access to the City of Placentia is provided by three area highways:
the Orange Freeway (State Route 57) which traverses the southwest portion of the City in a south-to-north orientation; State Route 90, which extends in a northwest to southeast orientation east of the City and State Route 91, which runs in an east-to-west orientation south of the City .4 The location of Placentia, in a regional context, is shown in Exhibit 1. A citywide map is provided in Exhibit 2. The project site is located on the north side of the Industrial Way right-of-way (ROW) as shown in Exhibit 3. The address of the project site is 450 South Placentia Avenue, Placentia, California 92870. The site’s Assessor’s Parcel Number (APN) 339-442-04. The project site’s latitude and longitude are 33°52'1.74"N, -117°52'49.84"W. A local map is provided in Exhibit 3. An aerial of the project site is shown in Exhibit 4. 3 ENVIRONMENTAL SETTING
The project site is located on a vacant property and is surrounded by urban development. The site was formerly used for the outdoor storage of pipes and is now being used for stockpiling soils. Currently, the site is unused with the gravel being removed. The site is currently fenced off and is disturbed with litter scattered throughout. The proposed land acquisition as part of DDA 2025 -01 is currently the northern portion of the Industrial Way ROW including a sidewalk and roadway . The site is designated as Commercial in the City of Placentia General Plan and is zoned Community Commercial (Height Overlay District) (C-2 (H-65)) under the City of Placentia Zoning Ordinance. An aerial photograph of the project site is provided in Exhibit 4. The surrounding land uses include the following:5 ● North of the Site: The Burlington Northern and Santa Fe Railway Transcon line extends along the project site’s north side. The Springhill Suites hotel (380 South Placentia Avenue) is located north of the railway. This area is designated as Commercial in the City of Placentia General Plan and is zoned Community Commercial (Height Overlay District) (C-2 (H-65)).6 ● South of the Site: Industrial Way extends along the south side of the project site. A multi-tenant industrial building (473 Industrial Way) is located further south of the aforementioned roadway.

This area is designated as Industrial in the City of Placentia General Plan and is zoned Manufacturing.

3Blodgett Baylosis Environmental Planning. 2025.
4 Google Earth. Website accessed July 18, 2025.
5 Google Earth. Website accessed July 18, 2025.
6 Ibid. Placentia General Plan Map, website accessed on July 18, 2025. 569

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● West of the Site: South Placentia Avenue extends along the west of the site. Further west is a Sam’s Club Warehouse Club (603 South Placentia Avenue) and is outside of the city borders. This area is designated as Industrial and is zoned Manufacturing Park (M-P-200) in the City of Fullerton. ● East of the Site: A paint warehouse facility, TC Specialties, Inc (460 Industrial Way), is located to the east of the project site. CA-57 is located east of the adjacent property, approximately 280 feet east of the project site. This area is designated as Commercial in the City of Placentia General Plan and is zoned Community Commercial (Height Overlay District) (C-2 (H-65)).

The environmental setting of the project site and the surrounding area are summarized in Table 1.

TABLE 1 ENVIRONMENTAL SETTING
Project Element Existing Use Zoning Designation
Project Site Vacant Land Community Commercial (Height Overlay District) C-2 (H-65)
North of the Site Railroad, Springhill Suites Hotel Community Commercial (Height Overlay District) C-2 (H-65)
South of the Site Industrial Way, Multi-Tenant Industrial Buildings Community Commercial (Height Overlay District) C-2 (H-65)
West of the Site South Placentia Avenue, Sam’s Club Warehouse Club Manufacturing Park (M-P-200) City of Fullerton
East of the Site Warehouse, CA-57 Community Commercial (Height Overlay District) C-2 (H-65)
Source: Blodgett Baylosis Environmental Planning
4 PROJECT DESCRIPTION
The proposed project would consist of an 86-room hotel. The number of employees was estimated through interpolation from similar hotel environmental studies conducted by Blodgett Baylosis Environmental Planning including an 88 -room hotel in Riverside County which employed 11 people.

Assuming a ratio of 0.125 employees per room, the 86 rooms would generate approximately 11 employees. Key project elements are summarized below:
● Site Plan. The proposed project would involve the construction and subsequent operation of a 42,631 square foot, four-story, 86-room hotel. The development area will include 15,195 square feet from Parcel 339-442-01 in addition to acquired land through DDA 2025-01. The additional land (6,322 square feet) is currently the northern portion of the Industrial Way right-of-way. This portion of land would be acquired to provide more space for the proposed hotel. The Industrial Way cul-de-sac would be narrowed as part of the DDA. The total square footage following the land acquisition would be 21,517 square feet. ● Hotel. The proposed project would involve the construction and subsequent operation of a 42,631 square foot, four-story, 86-room hotel. The hotel would have a height of 63 feet and would include a 24,210 square foot subterranean parking garage. The lobby and hotel staff rooms would be located on the first floor of the building. Guest rooms would be located on the second through fourth floors. Guest amenities including a gym, lounge, conference rooms, dining rooms, entertainment spaces, guest laundry, and an outdoor deck would be located on the second floor. A smaller lounge area and guest laundry area would be located on the third and fourth floors.
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EXHIBIT 1 REGIONAL MAP
Source: Blodgett Baylosis Environmental Planning
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EXHIBIT 2 CITYWIDE MAP
Source: Blodgett Baylosis Environmental Planning
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EXHIBIT 3 LOCAL MAP
Source: Blodgett Baylosis Environmental Planning
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EXHIBIT 4 AERIAL PHOTOGRAPH
Source: Google Maps
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● Access and Circulation. Access to the site would be provided by one unsignalized driveway connection with the north side of Industrial Way. The driveway located along the west of the site would provide access to the underground level and the driveway along the east would provide access to the first-floor parking lot. Pedestrian access would be located along the newly rebuilt portion of Industrial Way.
● Parking. In total, 82 parking spaces would be provided on the first floor and the basement level.

The first floor would have 33 parking spaces: 2 ADA spaces, 7 compact spaces, and 24 standard spaces. The basement level would have 49 parking spaces: 2 ADA spaces, 21 compact spaces, and 26 standard spaces.
● Utilities. Electrical power to the project would be provided by Southern California Edison (SCE).

Water service to the project site is provided by the Golden State Water Company while sanitary waste water service is provided by the City of Placentia. Both water and sewer would connect to existing lines under Industrial Way.
● Landscaping and Walls. Ground floor and site landscaping would total 693 square feet. Second floor landscaping (including decks and planters) would total 232 square feet.

TABLE 2 PROJECT SUMMARY
Project Element Description
Site Area 0.49 acres (21,517 sq. ft.)
Total Building Floor Area 42,631 sq. ft.

Building Height 63-feet, 4-level building (excluding 1
underground level)
Guest Rooms 86 Rooms
Landscaping/Open Space Area 924 sq. ft.

Amenities
Entertainment Room, Fitness Room,
Lounge, Conference Room, Dining Area,
Lobby Area, Guest Laundry, Outdoor Deck
Total Parking Spaces 82 spaces
1st Floor Parking 33 Spaces: 2 ADA, 7 Compact, 34 Standard Basement Parking 49 Spaces: 2 ADA, 21 Compact, 26 Standard Source: Make Architecture
The proposed site plan is shown in Exhibits 5 and 6. Building elevations are provided in Exhibits 7 to 10.

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EXHIBIT 5 FIRST FLOOR PLAN
Source: Make Architecture
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EXHIBIT 6 BASEMENT LEVEL PLAN
Source: Make Architecture
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EXHIBIT 7 SECOND FLOOR PLAN
Source: Make Architecture
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EXHIBIT 8 NORTH AND SOUTH ELEVATIONS
Source: Make Architecture
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EXHIBIT 9 EAST AND WEST ELEVATIONS
Source: Make Architecture
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Disposition and Development Agreement No. DDA 2025-01, Use Permit No. UP 2025-02, and Development Plan Review No. DRP 2025-01 would consist of the following elements:
● Disposition and Development Agreement. This application would permit the acquisition of approximately 6,358 square feet of public right-of-way on Industrial Way and to allow relief from specific development standards applicable to the C-2 (H65) zoning designation. The total site area following the land acquisition would be 21,517 square feet. The Industrial Way cul -de-sac would be narrowed following the DDA.
● Use Permit. This application would allow the establishment of hotels in the C-2 – Community Commercial District when they meet all the requirements of as specified under Placentia Municipal Code Chapter 23.36 “C-2” – Community Commercial District, Section 23.36-040. The application would also allow the onsite sale and consumption of alcoholic beverages exclusively for registered hotel guests as an accessory use to the primary hotel operations.

5. CATEGORICAL EXEMPTION FINDINGS
The City of Placentia is required to make the following environmental findings in support of this Infill Exemption (refer to CEQA Guidelines §15332).7 The analysis in support of the findings is summarized under each finding and where required, a more detailed technical analysis is provided in the Appendices. ● Section 15332 (a). The project must be consistent with the applicable General Plan designation and all applicable General Plan policies as well as with the applicable zoning designation and regulations (refer to Section 5.1).
● Section 15332 (b). The proposed development site is located within the City limits on a project site of no more than five acres. The site is substantially surrounded by urban development (refer to Section 5.2).
● Section 15332 (c). The project site has no value as habitat for endangered, rare or threatened species (refer to Section 5.3).
● Section 15332 (d). The approval of the proposed project must not result in any significant effects relating to traffic, noise, air quality, or water quality (refer to Section 5.4). ● Section 15332 (e). The site can be adequately served by all required utilities and public services . (refer to Section 5.5).
● Section 15300.2[b] [c][d][[e][f]. In addition to the above requirements, the proposed infill project must not result in any significant adverse impacts that would include any of the following impacts outlined herein in Section 5.6:
- All exemptions for these classes are inapplicable when the cumulative impact of successive projects of the same type in the same place, over time is significant (refer to Section 5.6.1).

7 CEQA Guidelines California Code of Regulations, Title 14, Division 6, Chapter 3, Article 19. Categorical Exemptions. (Section 153332).

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- A categorical exemption shall not be used for an activity where there is a reasonable possibility that the activity will have a significant effect on the environment due to unusual circumstances (refer to Section 5.6.2).
- A categorical exemption shall not be used for a project which may result in damage to scenic resources, including but not limited to, trees, historic buildings, rock outcroppings, or similar resources, within a highway officially designated as a state scenic highway. This does not apply to improvements which are required as mitigation by an adopted negative declaration or certified EIR(refer to Section 5.6.3).
- A categorical exemption shall not be used for a project located on a site which is included on any list compiled pursuant to Section 65962.5 of the Government Code (refer to Section 5.6.4). - A categorical exemption shall not be used for a project which may cause a substantial adverse change in the significance of a historical resource (refer to Section 5.6.5).

FINDINGS 5.1 - LAND USE COMPATIBILITY

THRESHOLDS OF SIGNIFICANCE
The project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations .

ENVIRONMENTAL ANALYSIS
The project site is located on a vacant property and is surrounded by urban development. The site was formerly used for outdoor storage of pipes and included gravel site coverage. Currently, the site is unused with the gravel being removed. The site is currently fenced off and is disturbed with litter scattered throughout. The proposed land acquisition as part of DDA 2025 -01 is currently the northern portion of the Industrial Way ROW including a sidewalk and roadway . The site is designated as Commercial in the City of Placentia General Plan and is zoned Community Commercial (Height Overlay District) (C-2 (H-65)) under the City of Placentia Zoning Ordinance. The surrounding land uses include the following:8 ● North of the Site: The Burlington Northern and Santa Fe Railway Transcon line extends along the project site’s north side. The Springhill Suites hotel (380 South Placentia Avenue) is located north of the railway. This area is designated as Commercial in the City of Placentia General Plan and is zoned Community Commercial (Height Overlay District) (C-2 (H-65)).9 ● South of the Site: Industrial Way extends along the south side of the project site. A multi-tenant industrial building (473 Industrial Way) is located further south of the aforementioned roadway.

This area is designated as Industrial in the City of Placentia General Plan and is zoned Manufacturing.
● West of the Site: South Placentia Avenue extends along the west of the site. Further west is a Sam’s Club Warehouse Club (603 South Placentia Avenue) and is outside of the city borders. This area is designated as Industrial and is zoned Manufacturing Park (M-P-200) in the City of Fullerton.

8 Google Earth. Website accessed July 18, 2025.
9 Ibid. Placentia General Plan Map, website accessed on July 18, 2025. 582

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● East of the Site: A paint warehouse facility, TC Specialties, Inc (460 Industrial Way), is located to the east of the project site. CA-57 is located east of the adjacent property, approximately 280 feet east of the project site. This area is designated as Commercial in the City of Placentia General Plan and is zoned Community Commercial (Height Overlay District) (C-2 (H-65)).

The project and its proposed commercial use are consistent with the existing surrounding land uses and development. The proposed hotel use would be permitted within the Community Commercial District with the approval of a Use Permit. The Community Commercial classification caters towards a larger market area including and beyond local residents. The applicant is requesting the following relief from development standards related to minimum lot size requirements and parking requirements as part of DDA 2025-01 . The project would comply with the development standards of the C-2 zone following the approval of DDA 2025-01. The project would also be consistent with the adopted land use policies for the area including policies LU 1.3, LU 2.3, LU 2.4, LU 4.1, LU 4.2, LU 4.6, LU 5.1, LU 5.4, LU 5.7. The project is consistent with this finding.

FINDINGS 5.2 - PROJECT SITE SIZE

THRESHOLDS OF SIGNIFICANCE
The proposed project must be located within the City limits on a project site of no more than five acres in area

ENVIRONMENTAL ANALYSIS
The proposed project site is located within the corporate boundaries of the City of Placentia on a project site consisting of less than five acres. Currently, the parcel has an area of 15,195 square feet. DDA No. 2025- 01 would permit the acquisition of approximately 6,358 square feet of public right -of-way on Industrial Way. The project’s area is 21,517 square feet in total following the land acquisition. As indicated herein in Section 5.2, the site is surrounded by urban development. The project is consistent with this finding.

FINDINGS 5.3 - HABITAT VALUE

THRESHOLDS OF SIGNIFICANCE
The project site has no value, as habitat for endangered, rare, or threatened species .

ENVIRONMENTAL ANALYSIS
The project site is located on a disturbed property that is currently designated as Commercial in the City of Placentia General Plan and is zoned Community Commercial (Height Overlay District) (C-2 (H-65)) under the City of Placentia Zoning Ordinance. The project site is located on a vacant property.

No natural habitat is present in the area. A review of aerial imagery indicates that 2011 the site was completely covered over with gravel. Sometime between 2011 through 2015 the gravel was removed . In June 2022, the site was used as an outdoor storage yard for pipes. No natural habitat is present in the area. 583

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The project site’s isolation from other natural open space areas limits its utility as a habitat or an animal migration corridor.

The project site and the surrounding areas are not conducive for the survival of any special status species due to the lack of suitable riparian and/or natural habitat. Constant disturbance from traffic in the active railroad right of ways, CA-57, roadways, and other human activity further limits the site’s utility as a sensitive habitat or migration corridor.10 Since the site is located within an established urban area that is located within the western city area, and lacks suitable habitat, the site’s utility as a natural habitat and migration corridor is restricted. No trees exist onsite. A total of 22 new trees would be planted: 9 trees on the ground level and 13 trees within the outdoor deck on the second floor . Ground floor and site landscaping would total 693 square feet. Second floor landscaping (including decks and planters) would total 232 square feet. The project is consistent with this finding.

FINDINGS 5.4 - SIGNIFICANT EFFECTS (TRAFFIC, NOISE, AIR, PUBLIC SERVICES AND

UTILITIES)

5.4.1 TRAFFIC

THRESHOLDS OF SIGNIFICANCE
The proposed project must not result in any significant effects relating to traffic. A significant traffic impact will be first determined by the number of vehicle trips that will be generated by the proposed project and the attendant vehicle miles travelled (VMT) impacts. Other variables that would be considered include the project’s consistency with the City’s off-street parking requirements and onsite circulation.

ENVIRONMENTAL ANALYSIS
Trip generation represents the amount of traffic attracted and produced by a project development. Trip generation rates were derived from the Institute of Transportation Engineers (ITE) "Trip Generation" Eleventh Edition. As shown in Table 2, the proposed project is expected to generate 687 daily trips, with 40 trips occurring during the morning (AM) peak hour and 51 trips occurring during the evening (PM) peak hour.

TABLE 3 PROJECT TRIP GENERATION
Land Use Factor or
Unit Quantity AM Peak
Hour
PM Peak
Hour
Average
Daily Traffic
(ADT)
Proposed Project Trip Generation Rate
Hotel (ITE 310) Trip/Room 86 Units 0.46 0.59 7.99
Proposed Trip Generation
Hotel (ITE 310) -- -- 40 51 687
The City of Placentia requested the analysis assess the -project’s impacts at the intersection of (Industrial Way/Crowther Avenue based on the study intersection peak hour level of service analysis and findings based on the City of Placentia performance criteria and thresholds for requiring level of service

10 Google Maps and City of Placentia Zoning Map. Website accessed on July 18, 2025. 584

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improvements. Based on the City of Placentia performance criteria and Highway Capacity Manual (HCM) analysis methodology, the study area intersection currently operates at an acceptable level of service (LOS B or better) and is forecast to continue to operate at an acceptable level of service (LOS B or better) during the peak hours for all of the evaluated analysis scenarios. Hence, based on the City of Placentia thresholds, no additional improvements are required by the proposed project at the study intersection.

Access to the site would be provided by two driveway connections to the north side of Industrial Way. The driveway located along the west of the site would provide access to the underground level and the driveway along the east would provide access to the first-floor parking lot. Pedestrian access would be located along the newly rebuilt portion of Industrial Way . In total, 82 parking spaces would be provided on the first floor and the basement level. The first floor would have 33 parking spaces: 2 ADA spaces, 7 compact spaces, and 24 standard spaces. The basement level would have 49 parking spaces: 2 ADA spaces, 21 compact spaces, and 26 standard spaces.1112
According the City of Placentia Municipal Code, the project is required to provide a total of 86 onsite parking spaces. The project is proposing to provide a total of 82 onsite parking spaces, it is deficient by four (4) parking spaces based on the City’s Code. As previously noted, the use of valet services might allow for more than 82 vehicles to be parked onsite. However, the valet operations plan would need to satisfy the requirements of the fire department for drive aisle widths, etc.

Based on a study of other hotel uses, the parking requirement of 1.0 spaces per room might not be required.

New travel and parking patterns such as use of ride share services has modified traffic and parking demand patterns. Additionally, hotel uses are not usually 100 percent operational as some of the rooms are not usable at any time due to various reasons such as maintenance. To provide an additional source of information and analysis, the traffic engineer (MAT Engineering, Inc.) has conducted an evaluation of the required number of onsite parking spaces for the proposed project based on other published sources such as the Institute of Transportation Engineers (ITE) Parking Generation Manual which has just recently been published in October 2023. The source is widely utilized by transportation professionals, engineers and planners and includes the following:
● Data from over 10,000 peak-period parking demand counts; ● Coverage of 100+ land uses, including mixed-use development contexts; ● Parking demand estimates provided for weekday and weekend peaks; ● Data stratified by location type, setting, and development characteristics; and, ● Summary statistics and graphical plots for each land use code.

The manual recommends that planning professionals to make more informed decisions about parking requirements, supply, and utilization. Based on the ITE Parking Generation Manual, the project is likely to provide a surplus of 26 parking spaces even with 82 spaces being provided. The aforementioned manual recommends that a parking demand rate be calculated using a weekday rate of 0.64 spaces per room and a weekend rate of 0.65 spaces per room. Using these rates, the project would have a surplus of 26 spaces.

According to the traffic and parking analysis, the project would provide an adequate number of parking

11 Mat Engineering, Inc. 450 South Placentia Avenue Hilton Tru Hotel Project Focused Traffic and Parking Study. October 31, 2025. 12 Kate Architecture. Placentia Tru Hotel. April 17, 2025. 585

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spaces (82 spaces) as planned. Based on the ITE parking demand, the provision of 82 spaces would translate into a surplus of 26 surplus spaces to accommodate the parking demand of the proposed 86-room hotel. As previously noted, the use of valet services might allow for more than 82 vehicles to be parked onsite. However, the valet operations plan would need to satisfy the requirements of the fire department for drive aisle widths, etc.13
CEQA Guidelines Section 15064.3 subdivision (b)(3) and (b)(4) focuses on the evaluation of a project’s VMT. As previously mentioned above, the proposed project will not create a significant amount of traffic in the surrounding area. As a result, the proposed project will not result in a conflict or be inconsistent with Section 15064.3 subdivision (b) of the CEQA Guidelines and no impacts will occur. For the purposes of this section, “vehicle miles traveled” refers to the amount and distance of automobile travel attributable to a project. Other relevant considerations may include the effects of the project on transit and non -motorized travel. The City of Placentia has also adopted the following TIA Guidelines to provide details on appropriate screening thresholds that can be used to identify when a proposed land use project is anticipated to result in a less than significant transportation impact without conducting a more detailed analysis. Screening thresholds are as follows:

1. Transit Priority Area (TPA) Screening. Per the City of Placentia TIA Guidelines, projects located within a half mile area around an existing major transit stop or an existing stop along a high - quality transit corridor. Per Public Resources Code Section 21064.3, a major transit stop refers to a site containing an existing rail transit station, a ferry terminal served by either a bus or rail transit service, or the intersection of two or more major bus routes with a frequency of service interval of 15 minutes or less during the morning and afternoon peak commute periods. Per Public Resources Code Section 21155, a high quality transit corridor is defined as a corridor with fixed route bus service with service intervals no longer than 15 minutes during peak commute hours. The proposed project is not located within a TPA and cannot be screened by this criteria.

2. Low VMT Area Screening. Per the City of Placentia TIA Guidelines, residential projects located within a low VMT-generating area may be presumed to have a less than significant impact absent substantial evidence to the contrary. Based on the Fehr & Peers Find Your VMT With VMT+ Tool, the block group the project site is located in would not qualify as a low VMT block group.

Therefore, the proposed project cannot be screened by this criteria.

3. Project Type Screening. Per City of Placentia TIA Guidelines, some project types may be presumed to have a less than significant impact absent substantial evidence to the contrary. Since the proposed project is only 42,631 square feet and below the 50,000 square foot ceiling, the trip generation and the VMT impacts resulting from the proposed project would be less than significant.

The project is under the threshold for 50,000 square foot threshold for project type screening. Therefore, the proposed project is screened out based on the Project Type and may be presumed to have a less than significant impact on VMT under CEQA. Therefore, no additional traffic analysis is required to satisfy the California Environmental Quality Act (CEQA) requirements for the project under state law.

13 Matt Engineering, Inc. 450 South Placentia Avenue Hilton Tru Hotel Project Focused Traffic and Parking Study. October 31. 2025. 586

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5.4.2 NOISE

THRESHOLDS OF SIGNIFICANCE
The approval of the proposed project must not result in any significant effects relating to noise . A significant noise impact would potentially result if the proposed project would potentially impact noise sensitive land uses in the area or create noise levels that would exceed located noise regulations. Consistent with the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, a significant impact related to noise would occur if a proposed project were determined to result in any of the following impacts:
• Noise and Land Use Compatibility. The generation of a substantial temporary or permanent increase in ambient noise levels in the vicinity of the project in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies; ● Ground-Borne Vibration Noise. The generation of excessive ground-borne vibration or ground- borne noise levels; or
● Aircraft/Airport Noise Exposure. For a project located within the vicinity of a private airstrip or an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project expose people residing or working in the project area to excessive noise levels.

ENVIRONMENTAL ANALYSIS
The primary sources of noise in the Placentia planning area are freeways and roadways, railroad operations, and stationary sources. The project site is located in an urbanized setting that contains both commercial and industrial uses. The predominant source of noise in the area is related to the adjacent railway and traffic traveling on CA-57 freeway located approximately 280 feet east of the project site The City of Placentia has its own land use compatibility standards based on recommended parameters from the California Governor’s Office of Land Use and Climate Innovation (LCI) land use and noise compatibility guidelines. Based on these guidelines, the City has established interior and exterior noise standards for various types and/or categories of development. The City’s compatibility standards provide only for normally acceptable conditions based on State recommendations and City land use designations. For commercial development, according to the City of Placentia General Plan Noise Element Table 7-6, the City’s noise compatibility standard is 65 dBA for exterior noise exposure anytime.14 According to the Metrolink service schedule, trains on the 91/Perris Valley Line are expected to travel past the project site from approximately 5:40 AM to 7:40 AM and from 4:10 PM to 7:10 PM from Monday through Friday. Trains run approximately every 40 minutes to hour within these periods. On weekends, trains travel past the site twice in the morning at approximately 8:20 AM and 9:20 AM and twice in the afternoon at approximately 3:40 PM and 7:40 PM.

In 2007, the City adopted the Placentia “Quiet Zone,” to silence unnecessary train whistles. All trains are prohibited from using horns, 24 hours a day, in the quiet zone unless the engineer feels an emergency exists that threatens human or animal injury or property damage. There are three railroad crossings in Placentia

14 City of Placentia. City of Placentia General Plan Noise Element.

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with no grade separations and a Quiet Zone is in effect to reduce the train noise at these locations.15 The crossing at South Placentia Avenue, located adjacent to the north of the project site, is a grade-separated crossing, therefore horns would not be used at this site .

Noise and Land Use Compatibility Impacts.

The nearest sensitive receptors to the project site include single-family residences located approximately 360 feet northwest of the project site. The City of Placentia Municipal Code Section 23.81.170 – Grading, construction and maintenance of real property, limits construction hours to 7 :00 AM through 7:00 PM on weekdays and 9:00 AM through 6:00 PM on Saturday.

Most construction noise would occur during the site preparation, grading, and building construction when nosier equipment would be operating. Noise levels during construction would be an accumulation of equipment operation at varying locations within the construction site. The construction equipment within the project site would be limited to smaller trucks, loaders, pavers, and forklifts (the existing parking area has been graded and is level. The Federal Transportation Administration (FTA) General Assessment for Construction Noise sets a maximum criteria for construction noise before the adverse community reaction.

This threshold is 90dbA during the daytime for residential receptors. It is important to note that this equipment will be used intermittently during construction hours only. The project’s construction noise levels were estimated using the Federal Highway Administration’s (FHWA) Roadway Construction Noise Model Version 1.1. The distance used between the construction activity and the nearest sensitive receptors was set at 360 feet. This figure was derived from the distance of the nearest sensitive receptor to the center of the project site. As shown below in Table 4, the proposed project would not violate any construction noise level standards.

TABLE 4 CONSTRUCTION NOISE
Construction Phase Noise Level at
Nearest Receptor Threshold
Site Preparation/Grading 70.4 dB 90 dB
Building Construction 67.4 dB 90 dB
Paving 73.3 dB 90 dB
Architectural Coating 60.5 dB 90 dB
Source: Blodgett Baylosis Environmental Planning
Upon completion of construction and occupancy of the proposed project, on -site operational noise would be generated mainly by car engines starting and vehicle traffic, which would not exceed the permitted noise level. The cumulative traffic associated with the proposed project will not be great enough to result in a measurable or perceptible increase in traffic noise (it typically requires a doubling of traffic volumes to increase the ambient noise levels to 3.0 dBA or greater). the proposed project is expected to generate 687 daily trips, with 40 trips occurring during the morning (AM) peak hour and 51 trips occurring during the evening (PM) peak hour. The ADT for South Placentia Avenue is 19,820. These volumes would not result in a doubling of traffic an any local arterials. The proposed project is consistent with this finding and the environmental impacts would be less than significant.

15 Michael Baker International. City of Placentia General Plan - Rail Noise. Adopted October 1, 2019 588

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Ground-Borne Vibration Noise
The construction of the proposed project will result in the generation of vibration and noise, though the vibrations and noise generated during the project’s construction will not adversely impact the nearby sensitive receptors. The background vibration velocity level in residential areas is usually around 50 vibration velocity level (VdB). The vibration velocity level threshold of perception for humans is approximately 65 VdB. A vibration velocity of 78 VdB is the approximately dividing line between barely perceptible and distinctly perceptible levels for many people. Sources within buildings such as operation of mechanical equipment, movement of people, or the slamming of doors causes most perceptible indoor vibration. The nearest structure to the project site is an industrial building located approximately 50 feet east of the project site. The FTA guidelines state the threshold for vibration velocity in industrial areas where the usage would be infrequent is 90 VdB. Construction activities may result in varying degrees of ground vibration, depending on the types of equipment, the characteristics of the soil, and the age and construction of nearby buildings.

The operation of construction equipment causes ground vibrations that spread through the ground and diminish in strength with distance. Ground vibrations associated with construction activities using modern construction methods and equipment rarely reach the levels that result in damage to nearby buildings though vibration related to construction activities may be discernible in areas located near the construction site. A possible exception is in older buildings where special care must be taken to avoid damage. The FTA has guidelines for vibration levels from construction related to their activities and recommends that the maximum peak-particle-velocity (PPV) levels remain below 0.5 inches per second at the nearest industrial structures. PPV refers to the movement within the ground of molecular particles and not surface movement. Vibration levels above 0.5 inches per second have the potential to cause architectural damage to normal dwellings. The FTA also states that vibration levels above 0.04 inches per second (in/sec) are sometimes perceptible to people, and the level at which vibration becomes an irritation to people is 0.4 inches per second. The project’s implementation will not require deep foundations. The use of shallow foundations precludes the use of pile drivers or any auger type equipment. However, other vibration generating equipment may be used on-site during construction. As stated above, the project will require the use of excavators, loaders, bulldozers, and haul trucks.

TABLE 5 CONSTRUCTION VIBRATION
Construction Equipment PPV @50 ft.
(inches/sec.)
Vibration
(VdB) @50 ft.

Vibratory Roller 0.074 85
Hoe Ram 0.031 78
Large Bulldozer 0.031 78
Caisson Drilling 0.031 78
Loaded Trucks 0.027 77
Small Bulldozer 0.001 49
Source: Blodgett Baylosis Environmental Planning
As shown in Table 5, the peak-particle-velocity levels would remain below 0.5 inches per second and the vibration velocity would be below 90 VdB at the nearest structures during the construction phase. 589

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Once operational, the proposed project would not generate excessive ground-borne noise because the project will not require the use of equipment capable of creating ground -borne noise. As previously mentioned, the cumulative traffic associated with the proposed project will not be great enough to result in a measurable or perceptible increase in traffic noise. The proposed project is consistent with this finding and the environmental impacts would be less than significant.

Aircraft/Airport Noise Exposure
The Fullerton Municipal Airport is located approximately 5.4 miles west of the project site.16 The project site is not located within the approach or takeoff zones of the runway. In addition, the project site is not located within the aforementioned airport’s designated compatibility review areas.17 Furthermore, the project site is not located within any 70 Community Noise Equivalent Level (CNEL) contour line boundaries.18 As a result, the proposed project will not expose people residing or working in the project area to excessive noise levels related to airport uses. The proposed project is consistent with this finding and the environmental impacts would be less than significant.

5.4.3 AIR QUALITY

THRESHOLDS OF SIGNIFICANCE
The City of Placentia is located within the South Coast Air Basin (SCAB) and is under the jurisdiction of the South Coast Air Quality Management District (SCAQMD). Projects in the South Coast Air Basin (SCAB) generating construction and operational-related emissions that exceed any of the following emissions thresholds are considered to be significant under CEQA. ● Ozone (O3) is a nearly colorless gas that irritates the lungs, damages materials, and vegetation.

Ozone is formed by photochemical reaction (when nitrogen dioxide is broken down by sunlight). ● Carbon Monoxide (CO) is a colorless, odorless toxic gas that interferes with the transfer of oxygen to the brain and is produced by the incomplete combustion of carbon -containing fuels emitted as vehicle exhaust. The threshold is 548 pounds per day of carbon monoxide (CO). ● Nitrogen Oxide (NOx) is a yellowish-brown gas, which at high levels can cause breathing difficulties. NOx is formed when nitric oxide (a pollutant from burning processes) combines with oxygen. The daily threshold is 137 pounds per day of nitrogen oxide (NO x). ● Sulfur Dioxide (SO2) is a colorless, pungent gas formed primarily by the combustion of sulfur - containing fossil fuels. Health effects include acute respiratory symptoms. The daily threshold is 137 pounds per day of sulfur oxides (SOx).

16 Google Earth. Website accessed July 21, 2025.
17 Ibid.
18 City of Fullerton. The Fullerton Plan – The Fullerton Built Environment – Exhibit 14. Adopted May 2012.

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● PM10 and PM2.5 refers to particulate matter less than ten microns and two and one-half microns in diameter, respectively. The daily threshold is 82 pounds per day of PM 10 and 65 pounds per day of PM2.5.
● Reactive Organic Gasses (ROG) refers to organic chemicals that, with the interaction of sunlight photochemical reactions may lead to the creation of “smog.” The daily threshold is 137 pounds per day of ROG.

ENVIRONMENTAL ANALYSIS
The analysis of daily construction and operational emissions was prepared utilizing the California Emissions Estimator Model (CalEEMod V.2022.1.1.29) developed for the SCAQMD (these CalEEMod computer worksheets are attached as an Appendix to this air quality analysis). The project’s construction period would include the interior improvements to construct the new 86 room hotel and the finishing of the project (paving, painting, and the planting of landscaping). The entire construction period was assumed to be 6 months. As shown in Table 6, daily construction emissions would not exceed the SCAQMD’s significance thresholds. Therefore, the maximum daily construction -related emissions would be less than significant.

TABLE 6 ESTIMATED DAILY CONSTRUCTION EMISSIONS
Construction Phase ROG NOx CO SO2 PM10 PM2.5
Maximum Daily Emissions 79.2 17.1 17.7 0.04 4.01 1.92
Daily Thresholds 137 137 548 137 82 65
Significant Impact? No No No No No No
Source: CalEEMod V.2022.1.1.29
Long-term emissions refer to those air quality impacts that would occur once the proposed project has been constructed and is operational. These impacts would continue over the operational life of the project. The two main sources of operational emissions include mobile emissions and area emissions related to the production and consumption of energy. Table 7 depicts the estimated project operational emissions related to the project’s operation. As indicated in Table 7, the projected maximum long-term emissions are below thresholds considered to represent a significant impact.

TABLE 7 ESTIMATED OPERATIONAL EMISSIONS IN LBS./DAY
Emission Source ROG NOx CO SO2 PM10 PM2.5
Maximum Daily Emissions 3.53 2.05 20.7 0.05 4.83 1.27
Daily Thresholds 137 137 548 137 82 65
Significant Impact? No No No No No No
Source: CalEEMod V.2022.1.1.29
Sensitive receptors refer to land uses and/or activities that are especially sensitive to poor air quality and typically include residences, board and care facilities, schools, playgrounds, hospitals, parks, childcare centers, and outdoor athletic facilities, and other facilities where children or the elderly may congregate. 591

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These population groups are generally more sensitive to poor air quality. The nearest sensitive receptors to the project site are single-family homes located approximately 360 feet northeast from the project site . The SCAQMD requires that CEQA air quality analyses indicate whether a proposed project w ould result in an exceedance of localized emissions thresholds or LSTs. LSTs only apply to short-term (construction) emissions at a fixed location and do not include off-site or area-wide emissions.

The pollutants that are the focus of the LST analysis include the conversion of NO x to NO2; carbon monoxide (CO) emissions from construction; PM10 emissions from construction; and PM2.5 emissions from construction. For purposes of the LST analysis, the receptor distance used was 100 meters since the nearest sensitive receptor is located approximately 360 feet northwest of the project site. As shown in Table 8, the proposed project would not result in an exceedance in LSTs. Therefore, project impacts would be less than significant. The proposed project is consistent with this finding and the environmental impacts would be less than significant.

TABLE 8 LOCAL SIGNIFICANCE THRESHOLDS EXCEEDANCE SRA 16 FOR 1-ACRE SITES Emissions
Project
Emissions
(lbs./day)
Type
Allowable Emissions Threshold (lbs./day) and a
Specified Distance from Receptor (in meters)
25 5o 100 200 500
NOx 17.1/2.05 Construction/
Operation 103 104 121 159 252
CO 17.7/20.7 Construction/
Operation 522 685 1,014 1,975 6,531
PM10 4.01 Construction 1 3 6 13 32
PM10 4.87 Operation 4 10 24 5 137
PM2.5 1.92 Construction 1 1 3 5 18
PM2.5 1.27 Operation 3 4 9 20 74
Source: CalEEMod V.2022.1.1.29

5.4.4 WATER QUALITY

THRESHOLDS OF SIGNIFICANCE
The approval of the proposed project must not result in any significant effects relating to water quality. A significant water quality impact would potentially result if the proposed project would result in water pollution impacts on-site or offsite during construction or operations.

ENVIRONMENTAL ANALYSIS
Sanitary sewer and water service would be provided to the project site through utility lines under Industrial Way. The project Applicant will be required to comply with Chapter 17.93 - Erosion and Sediment Control, of the Placentia Municipal Code regulates erosion and sediment control. The project Applicant will be required to adhere to the regulations outlined in Section 17.93.050 – Soil Erosion and Sediment Control Plan. These regulations are as follows:
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● No land clearing or grading other than those activities listed as exemptions under the Code or as determined by the Director of Public Works shall occur unless said land clear ing or grading is in compliance with an approved Soil Erosion and Sediment Control Plan and/or Permit issued in accordance with the provisions of this chapter.
● A Soil Erosion and Sediment Control Plan shall be submitted and approved in accordance with the provisions of this chapter prior to the issuance of building permits, soil erosion and sediment control permits, grading permits or any other permit where, in the opinion of the Director of Public Works, erosion can reasonably be expected to occur.
● Soil Erosion and Sediment Control Plans shall include the measures required by th e Code.

Additional measures or modifications of proposed measures may be required by the Director of Public Works prior to the approval of a Soil Erosion and Sediment Control Plan. ● The Director of Public Works shall specify the application requirement for Soil Erosion and Sediment Control Plans and Permits including, but not limited to: requirements for the submittal of plans and supporting data as required by the Director of Public Works to accompany applications for Soil Erosion and Sediment Control Plans and/or Permits; licensing and/or certification requirements for those preparing Soil Erosion and Sediment control Plan and/or Permit submittal; and, the incorporation and coordination of Soil Erosion Control Plans and/or Permits with other plan requirements.

The proposed project will be required to implement storm water pollution control measures pursuant to the National Pollutant Discharge Elimination System (NPDES) requirements. Prior to the start of construction, construction operators must obtain coverage under a NPDES permit, which is administered by the State.

In order to obtain an NPDES permit, the project Applicant must prepare a Stormwater Pollution Prevention Plan (SWPPP). The County has identified sample construction Best Management Practices (BMPs) that may be included in the mandatory SWPPP.

The proposed project’s construction would not violate any water quality standards, waste discharge requirements, or otherwise degrade surface or groundwater quality. Construction of the proposed project would not include any significant new include grading, excavation, and other earthmoving activities that have the potential to cause erosion that would subsequently degrade water quality and/or violate water quality standards. Adherence to the aforementioned City mandated requirements ensure that impacts remain less than significant. The project is consistent with this finding and the environmental impacts would be less than significant.

FINDING 5.5 - SIGNIFICANT EFFECTS ON UTILITIES AND PUBLIC SERVICES (CEQA SECTION 15332 (E)

5.5.1 PUBLIC SERVICES

THRESHOLDS OF SIGNIFICANCE
The site can be adequately served by all required utilities and public services . 593

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ENVIRONMENTAL ANALYSIS
The Placentia Fire and Life Safety Department (PFLSD) provides 24-hour emergency response services to the City of Placentia. Fire Station 1 is located at 110 South Bradford Avenue; and Fire Station 2 is located at 1530 North Valencia Avenue. The PFLSD currently reviews all new development plans. The proposed project will be required to conform to all fire protection and prevention requirements, including, but not limited to, building setbacks, emergency access, and fire flow (or the flow rate of water that is available for extinguishing fires). The proposed 86 room hotel development would only place an incremental demand on fire services since the project will be constructed with strict adherence to all pertinent building and fire codes on land designated for commercial uses. In addition, the proposed project would be required to implement all pertinent fire code standards including the installation of fire hydrants and sprinkler systems inside the buildings. Furthermore, the project will be reviewed by PFLSD officials to ensure adequate fire service and safety as a result of project implementation.

The proposed project would not negatively impact fire protection services since the new hotel would be constructed in accordance with current fire and building codes. As part of the project review process, the City has reviewed the new hotel development and made recommendations for fire protection services. The buildings’ construction, height, and use would not require any special equipment or apparatus in the event of a fire or emergency. Therefore, project impacts would be less than significant. The proposed project is consistent with this finding and the environmental impacts would be less than significant.

Law Enforcement
Law enforcement services within the City are provided by the Placentia Police Department which serves the community, approximately 4,238-acres, from one police station. The Department operates out of a facility located at 401 East Chapman Avenue. According to the most recent Placentia Police Department Strategic Plan as of this time (2021 to 2023), the current police service ratio is 1.04 full -time equivalent (FTE) sworn officers per 1,000 residents. Due to the project’s commercial nature, t he proposed hotel development would not directly result in population increase. The proposed project would be required to implement all required standard development requirements in accordance with Placentia Police Department Penal Code section 1405, relating to building safety . Therefore, project impacts would be less than significant. The proposed project is consistent with this finding and the environmental impacts would be less than significant.

Schools
The City of Placentia is located within the service boundaries of the Placentia -Yorba Linda Unified School District. The nearest school to the project site is Melrose Elementary School, located approximately 3,200 feet southeast of the project site. As previously mentioned, due to the commercial nature of the project, the proposed hotel development would not directly result in population increase ; therefore, no direct impacts to school facilities would occur. The proposed project would be subject to Senate Bill 50 (SB 50), which requires the payment of mandatory impact fees to offset any impact to school facilities. Pursuant to SB -50, payment of fees to the applicable school district is considered full mitigation for project -related impacts.

The proposed project’s school enrollment impacts would be offset by the school fees that would be paid by the developer. The proposed project is consistent with this finding and the environmental impacts would be less than significant.
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Parks and Recreation
The City of Placentia operates 20 parks throughout the City. The nearest public park to the project site is Santa Fe Park, which is located approximately 1,100 feet to the northeast of the project site. The project Applicant will be required to pay in-lieu park fees required by the city. As a result, less than significant impacts to parks and recreational services will occur. The proposed project is consistent with this finding and the environmental impacts would be less than significant.

5.5.2 UTILITIES

THRESHOLDS OF SIGNIFICANCE
The site can be adequately served by all required utilities and public services .

ENVIRONMENTAL ANALYSIS
Sewers and Wastewater Treatment
There are no existing water or wastewater treatment plants, electric power plants, telecommunications facilities, natural gas facilities, or stormwater drainage infrastructure located on -site or within adjacent parcels. Therefore, the project’s implementation will not require the relocation of any of the aforementioned facilities. Local sewer service is provided by the City of Placentia Public Works Department. The Orange County Sanitation District (OCSD) treats wastewater from the City of Placentia .

Local sewer lines are maintained by the City of Placentia. The proposed project will include connections with an existing public sewer main located in Industrial Way. The OCSD owns, operates, and maintains the large trunk sewers of the regional wastewater conveyance system. The OCSD collects, treats, and disposes of and/or reclaims the wastewater generated in northwestern Orange County. OCSD operates two treatment plants that treats approximately 192 million gallons of wastewater generated daily in its service area. As indicated in the Utilities Worksheet contained in Appendix B and summarized in Table 9, the proposed attached hotel project would generate 125 gallons of effluent per day per room for a total of 10,750 gallons per day. The existing sanitary sewer lines can accommodate the sewage flows from the proposed hotel. Therefore, project impacts would be less than significant. The proposed project is consistent with this finding and the environmental impacts would be less than significant.

Water
The Yorba Linda Water District and the Golden State Water Company provides water to the residents of Placentia. The proposed project will connect to existing water mains located in South Placentia Avenue and TABLE 9 WASTEWATER (EFFLUENT) GENERATION (GALS/DAY)
Use Unit Factor Generation
Hotel 86 rooms 125 gals./room/day 10,750 gals./day
Total 86 rooms 10,750 gals./day
Source: Projected Utilities Use V.2021
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Industrial Way. As indicated in the Utilities Worksheet contained in Appendix B and summarized in Table 10, the proposed attached hotel project is projected to consume approximately or 187.5 gallons per unit for a total of 16,125 gallons of water on a daily basis.

The existing water supply facilities and infrastructure will accommodate this additional demand. In addition, the proposed project would be equipped with water efficient fixtures and drought tolerant landscaping will be planted throughout the project site. Therefore, project impacts would be less than significant. The proposed project is consistent with this finding and the environmental impacts would be less than significant.

Stormwater
The City of Placentia is served by the Orange County Flood Control District (OCFCD), which operates and maintains regional and municipal storm drainage facilities . The proposed stormwater drainage would closely match the historic drainage pattern. The project would rebuilt gutters along Industrial Way which would flow into a catch basin. Onsite flow would be channeled into a drainage system before flowing into a biofiltration unit. The proposed biofiltration unit would have a treatment flow rate of 0.104 cubic -feet per second. Therefore, project impacts would be less than significant.

Solid Waste Collection
Commercial solid waste collection services are provided by Republic Services for disposal into the nearby landfills, primarily the Olinda Alpha landfill. The Olinda Alpha landfill accepts up to 8,000 tons of solid waste on a daily basis and processes an average of 7,000 tons of waste per day. As indicated in the Utilities Worksheet contained in Appendix B and summarized in Table 11, the proposed hotel project is anticipated to generate approximately 516 pounds per day of solid waste. A will serve letter was provided in October 2024. As a result, the potential impacts are considered to be less than significant. Therefore, project impacts would be less than significant. The proposed project is consistent with this finding and the environmental impacts would be less than significant.

TABLE 11 SOLID WASTE GENERATION (LBS./DAY)
Use Unit Factor Generation
Hotel 86 rooms 6.00 lbs./room/day 516 lbs./day
Total 86 rooms 516 lbs./day
Source: Projected Utilities Use V.2021
TABLE 10 WATER CONSUMPTION (GALS./DAY)
Use Unit Factor Generation
Hotel 86 rooms 187.5 gals./room/day 16,125 gals./day
Total 86 rooms 16,125 gals./day
Source: Projected Utilities Use V.2021
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FINDINGS 5.6 – SIGNIFICANT EFFECTS RELATED TO INFILL DEVELOPMENT PROJECTS FINDING 5.6.1. – CUMULATIVE IMPACT

THRESHOLDS OF SIGNIFICANCE
All exemptions for these classes are inapplicable when the cumulative impact of successive projects of the same type in the same place, over time is significant.

ENVIRONMENTAL ANALYSIS
Cumulative impacts are defined as two or more individual effects which, when considered together, are considerable, compound or increase environmental effects. In addition, the following findings support the conclusions that no significant cumulative impacts would result:
● The location and extent of the proposed project would be limited to the project site. No other development projects are proposed in the adjacent areas in which the project site is located. ● The analysis determined that the proposed project would not result in any significant traffic impact impacts. The proposed project’s daily net trip generation would be 687 daily trips, with 40 trips occurring during the morning (AM) peak hour and 51 trips occurring during the evening (PM) peak hour. Since the proposed project is only 42,631 square feet and below the 50,000 square foot ceiling, the trip generation and the VMT impacts resulting from the proposed project would be less than significant.
● The proposed project’s air quality impacts, both short-term and long-term, would be less than significant. As a result, no cumulative air quality thresholds would be exceeded.

The proposed project would be consistent with this finding with respect to cumulative effects.

FINDING 5.6.2. – UNUSUAL CIRCUMSTANCES

THRESHOLDS OF SIGNIFICANCE
A categorical exemption shall not be used for an activity where there is a reasonable possibility that the activity will have a significant effect on the environment due to unusual circumstances .

ENVIRONMENTAL ANALYSIS
The proposed project would be site-specific within the existing project site and does not contain any unusual aspects in the ongoing operations that may lead to more significant effects . The proposed use is consistent with the commercial uses permitted within the zoning district. Therefore, no project impacts would result. The proposed project is consistent with this finding and there would be no environmental impacts.

FINDING 5.6.3. - SCENIC NATURAL VIEWS

THRESHOLDS OF SIGNIFICANCE
The project may result in damage to scenic resources, including, but not limited to, trees, historic buildings, rock outcroppings, or similar resources, within an officially designated scenic highway. 597

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ENVIRONMENTAL ANALYSIS
The nearest officially designated scenic highway is located approximately 3.44 miles southeast of the project site. The project site is located in an urbanized setting that contains commercial and industrial uses.

No scenic natural resources or scenic corridor would be affected by the proposed project. The physical improvements would include the development of a 63-foot-tall hotel and would not exceed the 65-foot height limit. Additionally, the proposed development would be of similar size and scale to existing development nearby. The Woodsprings Suite hotel and Jefferson Cenza Apartments are of similar height and are located approximately 150 feet and 770 feet from the project site, respectively. The proposed improvements would not damage any scenic resources due to the site being within a developed urban area.

Therefore, no project impacts would result. The proposed project is consistent with this finding and there would be no environmental impacts.

FINDING 5.6.4. - CORTESE LISTING

THRESHOLDS OF SIGNIFICANCE
The approval of the proposed project must not be located on a property that has been identified by the Department of Toxic Substances Control (DTSC) and the Secretary for Environmental Protection as being located on a site which is included on a list of hazardous materials sites compiled pursuant to Government Code Section 65962.5.

ENVIRONMENTAL ANALYSIS
Government Code Section 65962.5 refers to the Hazardous Waste and Substances Site List, commonly known as the Cortese List. The Cortese List is a planning document used by the State and other local agencies to comply with CEQA requirements that require the provision of information regarding the location of hazardous materials release sites. A search was conducted through the California Department of Toxic Substances Control EnviroStor website to identify whether the project site is listed in the database as a Cortese site.19 The search indicates the project site is not located on a Cortese site. Therefore, no project impacts would result. The proposed project is consistent with this finding and there would be no environmental impacts.

FINDING 5.6.5. - HISTORIC RESOURCES

THRESHOLDS OF SIGNIFICANCE
A categorical exemption shall not be used for a project which may cause a substantial adverse change in the significance of a historical resource.

ENVIRONMENTAL ANALYSIS
The project site is not included on the California Register of Historical Resources (CRHR) designated historic resources. Thus, no project impacts would result. The proposed project is consistent with this finding and there would be no environmental impacts.

19 California, State of. Department of Toxic Substances Control. https://www.envirostor.dtsc.ca.gov/public/map/ 598

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CONCLUSIONS
Based on the analysis provided in this Categorical Exemption, the project meets and complies with the conditions and requirements of Class 32 (Infill Exemption) and would not have any significant environmental impacts.

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601

BYER GEOTECHNICAL, INC.

Y agnesh and Chandrakant Patel
17708 Alburtis A venue
Artesia, California 90701
Subject
Transmittal of Geotechnical Engineering Exploration
Proposed Five-Story Hotel over a Subterranean Parking Level Assessor's Parcel No. 339-042-04
Portion of Lot 6, Tract 5936, and Parcel No. PLA 015-021 450 South Placentia A venue
Placentia, Orange County, California
Gentlepersons:

February 8, 2024
BG 23793
Byer Geotechnical has completed our report dated February 8, 2024, which describes the geotechnical engineering conditions with respect to the proposed project. The reviewing agency for this document is the City of Placentia, Building and Safety Department. Copies of the report and USB drive (PDF format) have been distributed as follows:
(1) Yagnesh Patel (E-mail and Mail)
(3) MAKE Architecture, Attention: Matt Kingstreet (E-mail and Mail) It is our understanding that MAKE Architecture will file the report and USB drive with the City of Placentia. Please review the report carefully prior to submittal to the governmental agency.

Questions concerning the report should be directed to the undersigned. Byer Geotechnical appreciates the opportunity to offer our consultation and advice on this project.

Very truly yours,
BYERG CAL,INC.

Raffi S. Babayan
Senior Project Engineer
1461 East Chevy Chase Drive, Suite 200 • Glendale, California 91206 • tel 818.549.9959 • fax 818.543.3747 • www.byergeo.com 602

BYER GEOTECHNICAL, INC.

GEOTECHNICAL ENGINEERING EXPLORATION

PROPOSED FIVE-STORY HOTEL OVER A SUBTERRANEAN PARKING LEVEL ASSESSOR'S PARCEL NO. 339-042-04
PORTION OF LOT 6, TRACT 5936, AND PARCEL NO. PLA 015-021 450 SOUTH PLACENTIA A VENUE

PLACENTIA, ORANGE COUNTY, CALIFORNIA

FOR YAGNESH AND CHANDRAKANT PATEL
BYER GEOTECHNICAL, INC., PROJECT NUMBER BG 23793
FEBRUARY 8, 2024
1461 East Chevy Chase Drive, Suite 200 • Glendale, California 91206 • tel 818.549.9959 • fax 818.543.3747 • www.byergeo.com 603

GEOTECHNICAL ENGINEERING EXPLORATION

PROPOSED FNE-STORY HOTEL OVER A SUBTERRANEAN PARKING LEVEL ASSESSOR'S PARCEL NO. 339-042-04
PORTION OF LOT 6, TRACT 5936, AND PARCEL NO. PLA 015-021 450 SOUTH PLACENTIA A VENUE

PLACENTIA, ORANGE COUNTY, CALIFORNIA

FOR Y AGNESH AND CHANDRAKANT PATEL
BYER GEOTECHNICAL, INC., PROJECT NUMBER BG 23 793
FEBRUARY 8, 2024

INTRODUCTION
This report has been prepared per our signed Agreement and summarizes findings of Byer Geotechnical, Inc., geotechnical engineering exploration performed on the subject site. The purpose of this study is to evaluate the nature, distribution, engineering properties, and geologic hazards of the earth materials underlying the site with respect to construction of the proposed project. This report is intended to assist in the design and completion of the proposed project and to reduce geotechnical risks that may affect the project. The professional opinions and advice presented in this report are based upon commonly accepted exploration standards and are subject to the AGREEMENT with TERMS AND CONDITIONS, and the GENERAL CONDITIO S AND NOTICE section of this report. No warranty is expressed or implied by the issuing of this report.

PROPOSED PROJECT
The scope of the proposed project was determined from consultation with Mr. Matt Kingstreet of MAKE Architecture (MAKE), and the preliminary plans prepared by MAKE, dated September 6, 2023. Final plans have not been prepared and await the conclusions and recommendations of this report. The project consists of the construction of a five-story hotel over one subterranean parking BYER GEOTECHNICAL, INC.
1461 East Chevy Chase Drive, Suite 200 • Glendale, California 91206 • tel 818.549.9959 • fax 818.543.3747 • www.byergeo.com 604

February 8, 2024
BG 23793