Agenda packet — Santa Ana City Council, September 17, 2024 (part 4 of 8)

Prior to discretionary
approval
City of Santa Ana Building
Safety Division
City Council 22 – 185 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-5
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
• Limit nonessential idling of construction equipment to no more than five consecutive minutes.
• Limit onsite vehicle travel speeds on unpaved roads to 15 miles per hour.
• Install wheel washers for all exiting trucks or wash off all trucks and equipment leaving the project area. Use Super-Compliant VOC paints for coating of architectural surfaces whenever possible. A list of Super- Compliant architectural coating manufactures can be found on the South Coast AQMD’s website.

GPU FEIR Mitigation Measure AQ-2: Prior to discretionary approval by the City of Santa Ana for development projects subject to CEQA (California Environmental Quality Act) review (i.e., non-exempt projects), project applicants shall prepare and submit a technical assessment evaluating potential project operation phase-related air quality impacts to the City of Santa Ana for review and approval. The evaluation shall be prepared in conformance with South Coast Air Quality Management District (South Coast AQMD) methodology in assessing air quality impacts. If operation-related air pollutants are determined to have the potential to exceed the South Coast AQMD’s adopted thresholds of significance, the City of Santa Ana shall require that applicants for new development projects incorporate mitigation measures to reduce air pollutant emissions during operational activities. The identified measures shall be included as part of the conditions of approval.

Possible mitigation measures to reduce long-term emissions could include, but are not limited to the following:
• For site-specific development that requires refrigerated vehicles, the construction documents shall demonstrate an adequate number of electrical service connections at loading docks for plug-in of the anticipated number of refrigerated trailers to reduce idling time and emissions.
• Applicants for manufacturing and light industrial uses shall consider energy storage and combined heat and power in appropriate Prior to discretionary
approval
City of Santa Ana Building
Safety Division
City Council 22 – 186 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-6
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
applications to optimize renewable energy generation systems and avoid peak energy use.
• Site-specific developments with truck delivery and loading areas and truck parking spaces shall include signage as a reminder to limit idling of vehicles while parked for loading/unloading in accordance with California Air Resources Board Rule 2845 (13 CCR Chapter 10 § 2485).
• Provide changing/shower facilities as specified in Section A5.106.4.3 of the CALGreen Code (Nonresidential Voluntary Measures). • Provide bicycle parking facilities per Section A4.106.9 (Residential Voluntary Measures) of the CALGreen Code and Sec. 41-1307.1 of the Santa Ana Municipal Code.
• Provide preferential parking spaces for low-emitting, fuel-efficient, and carpool/van vehicles per Section A5.106.5.1 of the CALGreen Code (Nonresidential Voluntary Measures).
• Provide facilities to support electric charging stations per Section A5.106.5.3 (Nonresidential Voluntary Measures) and Section A5.106.8.2 (Residential Voluntary Measures) of the CALGreen Code. • Applicant-provided appliances (e.g., dishwashers, refrigerators, clothes washers, and dryers) shall be Energy Star–certified appliances or appliances of equivalent energy efficiency. Installation of Energy Star– certified or equivalent appliances shall be verified by Building & Safety during plan check.
• Applicants for future development projects along existing and planned transit routes shall coordinate with the City of Santa Ana and Orange County Transit Authority to ensure that bus pad and shelter improvements are incorporated, as appropriate.

Mitigation Measure AQ-1: Construction Exhaust and Dust Control. Prior to issuance of Phase 1, Phase 2, and Phase 3 grading permits, the Project Prior to issuance of
grading permits
City of Santa Ana Building
Safety Division
City Council 22 – 187 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-7
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
Applicant shall prepare and submit documentation to the City of Santa Ana Building and Safety Division that demonstrates the following:
• Require fugitive-dust control measures that exceed SCAQMD Rule 403 requirements:
o Apply water at least three times daily to active soil-disturbing activities.
o Tarp and/or maintain a minimum of 24 inches of freeboard on trucks hauling dirt, sand, soil, or other loose materials. o Limit onsite vehicle travel speeds on unpaved roads to 15 miles per hour.
o Install wheel washers for all exiting trucks or wash off all trucks and equipment leaving the project area.
• All off-road diesel-powered construction equipment greater than 50 horsepower meets California Air Resources Board Tier 4 Final off-road emissions standards. Requirements for Tier 4 Final equipment shall be included in applicable bid documents and successful contractor(s) must demonstrate the ability to supply such equipment. A copy of each equipment’s Best Available Control Technology (BACT) documentation (certified tier specification or model year specification), and CARB or SCAQMD operating permit (if applicable) shall be provided to the City at the time of mobilization of each applicable unit of equipment. • Construction equipment shall be properly maintained according to manufacturer specifications. All equipment maintenance records and data sheets, including design specifications and emission control tier classifications shall be kept onsite and furnished to the lead agency or other regulators upon request.
• All construction equipment and delivery vehicles shall be turned off when not in use, or limit onsite idling for no more than 5 minutes in any 1 hour.

City Council 22 – 188 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-8
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
• Onsite electrical hook ups to a power grid shall be provided for electric construction tools including saws, drills, and compressors, where feasible, to reduce the need for diesel powered electric generators.

Construction contracts shall require all off-road equipment with a power rating below 19 kilowatts (25 horsepower) (e.g., plate compactors, pressure washers, etc.) used during project construction be battery powered.
• Prepare a construction traffic control plan detailing the locations of equipment staging areas, material stockpiles, proposed road closures, and hours of construction operations, and designing the plan to minimize impacts to roads frequented by passenger cars, pedestrians, bicyclists, and other non-truck traffic.
• Provide information on transit and ridesharing programs and services to construction employees.

Mitigation Measure AQ-2: Low VOC Paint (Construction). Construction plans, specifications, and permitting shall require that during construction, the Project shall use “Super-Compliant” low VOC paints which have been reformulated to exceed the regulatory VOC limits (i.e., have a lower VOC content than what is required) put forth by SCAQMD’s Rule 1113 for all architectural coatings. Super-Compliant low VOC paints shall be no more than 10g/L of VOC. Prior to issuance of building permits, the City of Santa Ana shall confirm that plans include the following specifications:
• All architectural coatings will be Super-Compliant low VOC paints. • Recycle leftover paint. Take any leftover paint to a household hazardous waste center; do not mix leftover water-based and oilbased paints. • Keep lids closed on all paint containers when not in use to prevent VOC emissions and excessive odors.
• For water-based paints, clean up with water only. Whenever possible, do not rinse the cleanup water down the drain or pour it directly into Prior to issuance of
construction permits
related to architectural
coatings
City of Santa Ana Building
Safety Division
City Council 22 – 189 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-9
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
the ground or the storm drain. Set aside the can of cleanup water and take it to the hazardous waste center (www.cleanup.org). • Use compliant low-VOC cleaning solvents to clean paint application equipment.
• Keep all paint- and solvent-laden rags in sealed containers to prevent VOC emissions.
• Contractors shall construct/build with materials that do not require painting and use pre-painted construction materials to the extent practicable.
• Use high-pressure/low-volume paint applicators with a minimum transfer efficiency of at least 50 percent or other application techniques with equivalent or higher transfer efficiency.

Mitigation Measure AQ-3: Vehicle Trip Reduction. Develop a qualifying Commute Trip Reduction (CTR)/ Transportation Demand Management (TDM) plan to reduce mobile GHG emissions for all uses. The TDM plan shall be approved by the City of Santa Ana prior to the issuance of building permits.

The TDM plan shall discourage single-occupancy vehicle trips and encourage alternative modes of transportation such as carpooling, taking transit, walking, and biking. The following measures shall be incorporated into the TDM plan.

TDM Requirements for Non-Residential Uses:
• The Project Applicant shall consult with the local transit service provider to maintain and identify opportunities to maximize transit. Evidence of compliance with this requirement may include correspondence from the local transit provider(s) regarding the potential need for installing bus shelters or bus stops at the site.
• The portion of the TDM plan for non-residential uses shall include, but not be limited to the following potential measures: ride-matching assistance, preferential carpool parking, flexible work schedules for carpools, half-time transportation coordinators, providing a web site or message board for coordinating rides, designating adequate Prior to the issuance of
building permits
City of Santa Ana Planning
Division
City Council 22 – 190 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-10
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
passenger loading and unloading and waiting areas for ride-sharing vehicles, and including bicycle end of trip facilities (such as bicycle parking and changing/shower facilities). This list may be updated as new methods become available. Verification of this measure shall occur prior to building permit issuance for the commercial uses.

TDM Requirements for Residential Units:
• Rental Units. Upon a residential dwelling being rented or offered for rent, the Project Applicant shall notify and offer to the tenant or prospective tenant, materials describing public transit, ridesharing, and nonmotorized commuting opportunities in the vicinity of the development. The materials shall be approved by the City of Santa Ana. The materials shall be provided no later than the time the rental agreement is executed. This information shall be submitted to the City of Santa Ana Planning Division for review and approval, prior to the issuance of the first certificate of occupancy.

Mitigation Measure AQ-4: Prohibition of Fireplaces. Project plans, specifications, and permitting shall state that wood-burning and natural gas devices are prohibited inside residential dwelling units. The purpose of this measure is to limit emissions of ROG, NOX, and particulate matter emissions from wood-burning and natural gas devices used for primary heat, supplemental heat, or ambiance. This prohibition shall be noted on the tenant deed and/or lease agreements to ensure that installation of wood-burning and natural gas devices do not occur during occupation of residences.

Prior to issuance of
building permits
City of Santa Ana Building
Safety Division
Mitigation Measure AQ-5: Electric Landscape Equipment. Prior to the issuance of occupancy permits, the Planning Division shall confirm that the proposed Project’s Codes Covenants and Restrictions (CC&Rs) and/or tenant lease agreements include contractual language that all landscaping equipment used on site shall be 100 percent electrically powered. All residential and non-residential properties shall be equipped with exterior electrical outlets to accommodate this requirement. This requirement shall be included in the third-party vendor agreements for landscape services for the building owner and tenants, as applicable.

Prior to the issuance of
certificates of occupancy.

City of Santa Ana Building
Safety Division
City Council 22 – 191 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-11
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
Mitigation Measure AQ-6: Low VOC Paint (Operations). The Project Applicant shall require by contract specifications for commercial development to use interior and exterior architectural coatings (paint and primer including parking lot paint) products that have a volatile organic compound rating of 10 grams per liter or less. Contract specifications shall be reviewed and approved by the City of Santa Ana prior to the issuance of occupancy permits.

This measure shall be made a condition of approval for continued upkeep of the property.

Prior to issuance of
certificates of occupancy.

City of Santa Ana Building
Safety Division
Mitigation Measure AQ-7: Loading Dock Connections. Prior to the approval of building permits, the City of Santa Ana shall confirm the construction documents demonstrate an adequate number of electrical service connections at loading docks for plug-in of the anticipated number of refrigerated trailers to reduce idling time and emissions.

Prior to issuance of
building permits.

City of Santa Ana Building
Safety Division

CULTURAL RESOURCES
GPU FEIR Mitigation Measure CUL-1: Identification of Historical Resources and Potential Project Impacts. For structures 45 years or older, a Historical Resources Assessment (HRA) shall be prepared by an architectural historian or historian meeting the Secretary of the Interior’s Professional Qualification Standards. The HRA shall include: definition of a study area or area of potential effect, which will encompass the affected property and may include surrounding properties or historic district(s); an intensive level survey of the study area to identify and evaluate under federal, State, and local criteria significance historical resources that might be directly or indirectly affected by the proposed project; and an assessment of project impacts. The HRA shall satisfy federal and state guidelines for the identification, evaluation, and recordation of historical resources. An HRA is not required if an existing historic resources survey and evaluation of the property is available; however, if the existing survey and evaluation is more than five years old, it shall be updated.

Prior to issuance of
grading permits. If the
existing survey and
evaluation is more than
five years old, it shall be
updated.

City of Santa Ana Building
Safety Division
GPU FEIR Mitigation Measures CUL-4: For projects with ground disturbance—e.g., grading, excavation, trenching, boring, or demolition that extend below the current grade—prior to issuance of any permits required to conduct ground-disturbing activities, the City shall require an Prior to issuance of
permits required to
conduct grounddisturbing activities
City of Santa Ana Building
Safety Division
City Council 22 – 192 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-12
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
Archaeological Resources Assessment be conducted under the supervision of an archaeologist that meets the Secretary of the Interior’s Professionally Qualified Standards in either prehistoric or historic archaeology.

Assessments shall include a California Historical Resources Information System records search at the South Central Coastal Information Center and of the Sacred Land Files maintained by the Native American Heritage Commission.

The records searches will determine if the proposed project area has been previously surveyed for archaeological resources, identify and characterize the results of previous cultural resource surveys, and disclose any cultural resources that have been recorded and/or evaluated. If unpaved surfaces are present within the project area, and the entire project area has not been previously surveyed within the past 10 years, a Phase I pedestrian survey shall be undertaken in proposed project areas to locate any surface cultural materials that may be present.

GPU FEIR Mitigation Measures CUL-6: If the archaeological assessment did not identify archaeological resources but found the area to be highly sensitive for archaeological resources, a qualified archaeologist and a Native American monitor approved by a California Native American Tribe identified by the Native American Heritage Commission as culturally affiliated with the project area shall monitor all ground-disturbing construction and preconstruction activities in areas with previously undisturbed soil of high sensitivity. The archaeologist shall inform all construction personnel prior to construction activities of the proper procedures in the event of an archaeological discovery. The training shall be held in conjunction with the project’s initial onsite safety meeting and shall explain the importance and legal basis for the protection of significant archaeological resources. The Native American monitor shall be invited to participate in this training. In the event that archaeological resources (artifacts or features) are exposed during ground- disturbing activities, construction activities in the immediate vicinity of the discovery shall be halted while the resources are evaluated for significance by an archaeologist who meets the Secretary’s Standards. and This will include tribal consultation and coordination with the Native American monitor in the case of a prehistoric archaeological resource or tribal resource.

Prior to issuance of
grading permits
Monitoring during
ground-disturbing
activities
City of Santa Ana Building
Safety Division
City Council 22 – 193 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-13
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
If the discovery proves to be significant, the long-term disposition of any collected materials should be determined in consultation with the affiliated tribe(s), where relevant; this could include curation with a recognized scientific or educational repository, transfer to the tribe, or respectful reinternment in an area designated by the tribe.

Mitigation Measure CR-1: If a resource is determined significant, the Project Applicant, qualified archaeologist, and tribal monitors (as included in MM TCR-1) Native American tribal representative shall meet and confer regarding the treatment measures and mitigation for such resources. Pursuant to PRC Section 21083.2(b), avoidance is the preferred method of preservation for archaeological resources and may include deeding archaeological resources into permanent conservation easements or planning parks, greenspace, or other open space to incorporate archaeological resources. If preservation in place or avoidance is not feasible, treatment may include implementation of archaeological data recovery excavations to remove the resource along with subsequent laboratory processing and analysis of the artifacts that are recovered. The methods and results of the data recovery excavations shall be included in the monitoring report that is described in MM CR-2. The report shall include a description of resources recovered, treatment of the resources, results of the artifact processing, analysis, and research, and evaluation of the resources with respect to the California Register of Historical Resources and CEQA. Construction activities in the immediate vicinity of the discovery can resume once the fieldwork component of the treatment measures has been implemented. These treatment measures and mitigation shall reduce any significant impacts by ensuring that either the resource is preserved in place or is removed prior to its destruction by construction activities.

Prior to initiation of
grading/grounddisturbing activities
City of Santa Ana Building
Safety Division
Mitigation Measure CR-2: After monitoring has been completed, the qualified archaeologist shall prepare a monitoring report that details the results of monitoring activities, which shall be submitted to the City and to the SCCIC at the University California, Fullerton.

After completion of
monitoring activities.

City of Santa Ana Building
Safety Division
City Council 22 – 194 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-14
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials

GEOLOGY AND SOILS
Plan, Program, or Policy PPP GEO-1: CBC Compliance. The proposed Project is required to comply with the California Building Standards Code (CBC) as included in the City’s Municipal Code as Chapter 8, Article 2, Division 1, to preclude significant adverse effects associated with seismic and soils hazards. As part of CBC compliance, CBC related and geologist and/or civil engineer specifications for the proposed Project shall be incorporated into grading plans and building specifications as a condition of construction permit approval.

Prior to issuance of
grading and building
permits
City of Santa Ana Building
Safety Division
GPU FEIR Mitigation Measures GEO-2: Low-to-High Sensitivity. Prior to issuance of a grading permit for projects involving ground disturbance in previously undisturbed areas mapped with “low- to-high” paleontological sensitivity (see Figure 5.6-3), the project applicant shall consult with a geologist or paleontologist to confirm whether the grading would occur at depths that could encounter highly sensitive sediments for paleontological resources. If confirmed that underlying sediments may have high sensitivity, construction activity shall be monitored by a qualified paleontologist. The paleontologist shall have the authority to halt construction during construction activity as outlined in Mitigation Measure GEO-3.

Prior to issuance of
grading permits; See
MM GEO-3
City of Santa Ana Building
Safety Division
GPU FEIR Mitigation Measures GEO-3: All Projects. In the event of any fossil discovery, regardless of depth or geologic formation, construction work shall halt within a 50-foot radius of the find until its significance can be determined by a Qualified Paleontologist. Significant fossils shall be recovered, prepared to the point of curation, identified by qualified experts, listed in a database to facilitate analysis, and deposited in a designated paleontological curation facility in accordance with the standards of the Society of Vertebrate Paleontology (2010). The most likely repository is the Natural History Museum of Los Angeles County (NHMLA). The repository shall be identified, and a curatorial arrangement shall be signed, prior to collection of the fossils.

During all ground
disturbing activities
City of Santa Ana Building
Safety Division
Mitigation Measure GEO-1: Incorporation of and Compliance with a Design Level Geotechnical Report. A final design level geotechnical report that complies with all applicable state and local code requirements shall be prepared for each Project structure by a California licensed qualified Prior to issuance of
grading permits
City of Santa Ana Building
Safety Division
City Council 22 – 195 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-15
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
geotechnical engineer consistent with the California Building Code and City of Santa Ana requirements applicable at the time of grading/construction and shall include recommendations related to site grading and earthwork, fill materials, compaction, foundations, and other structural elements. The report recommendations shall be included in construction specifications and permits; and confirmed through onsite inspections.

Mitigation Measure GEO-2: Implementation of Geotechnical Recommendations for Groundwater and Expansive Soils. Project plans, grading specifications, and construction permitting shall incorporate site specific earthwork and ground improvement requirements related to groundwater saturated soils and expansive soils consistent with the California Building Code and City of Santa Ana requirements applicable at the time of grading/construction as stated in a design level geotechnical report and approved by the City’s Building and Safety Division. This shall include recommendations related to discovery of groundwater, wet soils, or unstable soils during grading, stabilization, dewatering, fill materials, and foundations.

Prior to issuance of
grading permits
City of Santa Ana Building
Safety Division
Mitigation Measure PALEO-1: Retention of a Qualified Paleontologist.

Project plans, grading specifications, and construction permitting shall ensure that prior to the start of excavation, the client shall retain a Qualified Paleontologist who meets the professional criteria established by the Society of Vertebrate Paleontology (SVP 2010) to oversee the implementation of all paleontological resources mitigation requirements for the proposed Project.

In Prior to any grading
permits
City of Santa Ana Building
Safety Division
Mitigation Measure PALEO-2: Paleontological Resources Sensitivity Training. Project plans, grading specifications, and construction permitting shall ensure that prior to the start of excavations, the Qualified Paleontologist, or their designee, shall conduct paleontological resources awareness training for onsite personnel. The training session shall focus on how to identify paleontological resources that may be encountered during excavations and the procedures to be followed in the event of their discovery. The City shall ensure onsite personnel are made available for and attend the training and retain documentation demonstrating attendance.

Inclusion in Project plans,
grading specifications,
and construction
permitting prior to
issuance of grading
permits
Prior to initiation of
grading/grounddisturbing activities.

City of Santa Ana Building
Safety Division
City Council 22 – 196 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-16
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
Mitigation Measure PALEO-3: Paleontological Monitoring. Project plans, grading specifications, and construction permitting shall detail that paleontological resources monitoring shall be required for excavations below 20 feet below ground surface (bgs). Paleontological monitoring shall be conducted by a monitor who meets the professional criteria established by the Society of Vertebrate Paleontology working under the direct supervision of the Qualified Paleontologist. Monitoring can be reduced, or ceased entirely, if determined adequate by the Qualified Paleontologist.

Recommendations for reduction or cessation of monitoring will be based on a more accurate understanding of the lithologic character and age of the sediments exposed during excavation. If deeper excavations continue to encounter younger, Holocene alluvium, monitoring shall be reduced from fulltime to part-time monitoring or weekly inspections. If the Qualified Paleontologist determines, based on the lithologic character of the sediments, that there is very little likelihood of impacting Pleistocene marine sediments, paleontological monitoring shall cease entirely.

The paleontological monitor shall collect any identifiable fossils encountered during the excavations. If onsite personnel discover potential fossils during excavations when a paleontological monitor is not present, they shall cease excavation within 50 feet of the discovery and contact the Qualified Paleontologist. Construction activities may resume after the discovery is assessed by the Qualified Paleontologist and appropriate treatment measures have been implemented.

Prior to issuance of
grading permits
During ground-disturbing
activities at 20 feet bgs.

City of Santa Ana Building
Safety Division
Mitigation Measure PALEO-4: Paleontological Resources Treatment and Disposition. Project plans, grading specifications, and construction permitting shall require that significant fossils be prepared to the point of identification and cataloged. Significant fossils shall be curated at a public, non-profit institution with a research interest in the material and with retrievable storage, such as the Natural History Museum of Los Angeles County, if such an institution agrees to accept the fossils. If no institution accepts the fossil collection, then the fossils may be donated to a local museum, historical society, school, or other institution for educational purposes. Accompanying notes, reports, maps, and photographs shall also be filed with the final repository.

Inclusion in Project plans,
grading specifications,
and construction
permitting prior to
issuance of grading
permits
Upon completion of
monitoring
City of Santa Ana Building
Safety Division
City Council 22 – 197 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-17
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
Mitigation Measure PALEO-5: Paleontological Resources Monitoring Report.

Project plans, grading specifications, and construction permitting shall ensure that upon completion of the excavation phase of the Project, the Qualified Paleontologist shall prepare a report summarizing the results of the monitoring efforts. The report shall be submitted to the City to signify the satisfactory completion of required paleontological mitigation measures. If significant fossils are discovered, the report shall also be submitted to the appropriate repositories.

Inclusion in Project plans,
grading specifications,
and construction
permitting prior to
issuance of grading
permits
Upon completion of
monitoring
City of Santa Ana Building
Safety Division

GREENHOUSE GAS EMISSIONS
Mitigation Measure GHG-1: Solar Panels. The Project shall be required to install solar photovoltaic (PV) panels or other source of renewable electricity generation on-site, based on the maximum roof area available for solar (i.e., solar-ready zone). The solar-ready zone shall comply with Section 110.10 of the 2022 California Energy Code and shall comply with access, pathway, ventilation, and spacing requirements, and exclude skylight area.

The final PV generation facility size requires approval by Southern California Edison (SCE). SCE’s Rule 21 governs operating and metering requirements for any facility connected to SCE’s distribution system. Should SCE limit the offsite export, the proposed Project may utilize a battery energy storage system (BESS) to lower offsite export while maintaining onsite renewable generation to off-set consumption. The electrical system and infrastructure must be clearly labeled with noticeable and permanent signage. The schedule of photovoltaic system locations may be updated as needed.

Shown on building plans
Prior to certificates of
occupancy, as applicable
City of Santa Ana Building
Safety Division
Mitigation Measure GHG-2: LEED, Charging Stations, and Bus Stops. Prior to the issuance of a Phase 1, Phase 2, or Phase 3 building permits, the Project Applicant or successor in interest shall provide documentation to the City of Santa Ana demonstrating the following:
• The Project shall be designed to achieve Leadership in Energy and Environmental Design (LEED) certification. It shall also be designed consistent with CALGreen Tier 2 standards or will otherwise achieve a 20% reduction below 2022 Title 24 energy efficiency standards.

Prior to issuance of
building permits
City of Santa Ana Building
Safety Division
City Council 22 – 198 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-18
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
The 2022 version of Title 24 (effective January 1, 2023, prior to the July 2024 Supplement) is the baseline for improvement.
• The Project shall provide facilities to support electric charging stations per the Tier 2 standards in Section A5.106.5.3 (Nonresidential Voluntary Measures) and Section A5.106.8.2 (Residential Voluntary Measures) of the 2022 CALGreen Code. The 2022 version of Title 24 (effective January 1, 2023, prior to the July 2024 Supplement) is the baseline for improvement.
• The Applicant shall coordinate with the City of Santa Ana and Orange County Transit Authority to ensure that bus pad and shelter improvements are incorporated, as appropriate.

Mitigation Measure GHG-3: Landfill Waste. The development (Phase 1, Phase 2, and Phase 3) shall divert a minimum of 75 percent of landfill waste.

Prior to issuance of certificate of occupancy, a recyclables collection and load area shall be constructed in compliance with the City standards for Recyclable Collection and Loading Areas.

During construction
Prior to issuance of
certificates of occupancy.

City of Santa Ana Building
Safety Division
Mitigation Measure GHG-4: Electrical Landscape Equipment. Prior to the issuance of Phase 1, Phase 2, or Phase 3 occupancy permits, the City Planning and Building and Safety Divisions shall confirm that tenant lease agreements include contractual language that all landscaping equipment used on site shall be 100 percent electrically powered. This requirement shall be included in the third-party vendor agreements for landscape services for the building owner and tenants, as applicable.

Prior to issuance of
certificates of occupancy.

City of Santa Ana Building
Safety Division
Mitigation Measure GHG-5: Energy Efficient Appliances. All major applicant provided in-unit residential appliances (e.g., dishwashers, refrigerators, clothes washers and dryers, water heaters, and for space heating) provided/installed shall be electric (i.e., appliances that do not use natural gas, propane, or other fossil fuels) and Energy Star certified or of equivalent energy efficiency where applicable. Prior to the issuance of the certificate of occupancy, the City of Santa Ana shall verify implementation of this requirement. Installation of electric Energy Star–certified or equivalent appliances shall be verified by the Building Safety Division during plan check.

Prior to issuance of
certificates of occupancy.

City of Santa Ana Building
Safety Division
City Council 22 – 199 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-19
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials

HAZARDS AND HAZARDOUS MATERIALS
Plan, Program, or Policy PPP HAZ-1: SCAQMD Rule 1403. Prior to issuance of demolition permits, the Project applicant shall submit verification to the City Building and Safety Division that an asbestos survey has been conducted at all existing buildings located on the Project site. If asbestos or asbestos containing material is found, the Project applicant shall follow all procedural requirements and regulations of the South Coast Air Quality Management District (SCAQMD) Rule 1403. Rule 1403 regulations require that the following actions be taken: notification of SCAQMD prior to construction activity, asbestos removal in accordance with prescribed procedures, placement of collected asbestos in leak-tight containers or wrapping, and proper disposal.

Prior to issuance of
demolition permits
City of Santa Ana Building
Safety Division
Plan, Program, or Policy PPP HAZ-1: Lead. Prior to issuance of demolition permits, the Project applicant shall submit verification to the City Building and Safety Division that a lead-based paint survey has been conducted at all existing buildings located on the Project site. If lead-based paint is found, the Project applicant shall follow all procedural requirements and regulations for proper removal and disposal of the lead-based paint. CalOSHA has established limits of exposure to lead contained in dusts and fumes.

Specifically, CCR Title 8, Section 1532.1 provides for exposure limits, exposure monitoring, and respiratory protection, and mandates good working practices by workers exposed to lead.

Prior to issuance of
demolition permits
City of Santa Ana Building
Safety Division
Mitigation Measure HAZ-1: Prior to issuance of a grading permit, a Soil Management Plan (SMP) shall be prepared by a qualified hazardous materials consultant and shall detail procedures and protocols for excavation and disposal of onsite hazardous materials, including:
• Any subsurface materials exposed during construction activities that appear potentially contaminated, based on either visual observation or suspect odors, shall be segregated, stockpiled, and tested for potential contamination. If contamination is found to be present per the California Department of Toxic Substances Control (DTSC) Environmental Screening Levels (ESLs) for the applicable use, and cannot be reused on the Project site, it shall be transported by a Prior to grading permits City of Santa Ana Building
Safety Division
City Council 22 – 200 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-20
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
certified hazardous waste hauler to a landfill permitted by the state to accept hazardous materials and disposed of per California Hazardous Waste Regulations.
• A Health and Safety Plan (HASP) shall be prepared for each contractor that addresses potential safety and health hazards and includes the requirements and procedures for employee protection. The HASP shall also outline proper soil handling procedures and health and safety requirements to minimize worker and public exposure to hazardous materials during construction.
• All SMP measures shall be printed on the construction documents, contracts, and project plans prior to issuance of grading permits.

Mitigation Measure HAZ-2: Prior to issuance of a building permit for a future building within the Specific Plan area, the Project applicant shall, at its election, undertake one of the following three activities: (1) perform a subsurface soil vapor assessment demonstrating that vapor concentrations are within established limits for vapor intrusion into future buildings; (2) prepare a human health risk assessment (HHRA) demonstrating that documented levels of soil vapor do not represent a significant health risk to occupants of the future buildings; or (3) submit plans for a vapor intrusion mitigation system (VIMS) to be installed beneath the foundation of the future buildings. The Project applicant may rely on different measures of the foregoing options in different parts of the Specific Plan area.

Prior to issuance of a
building permit
City of Santa Ana Building
Safety Division

HYDROLOGY AND WATER QUALITY
Plan, Program, or Policy PPP WQ-1: NPDES/SWPPP. Prior to issuance of any grading or demolition permits, the applicant shall provide the City Building and Safety Division evidence of compliance with the NPDES (National Pollutant Discharge Elimination System) requirement to obtain a construction permit from the State Water Resource Control Board (SWRCB). The permit requirement applies to grading and construction sites of one acre or larger.

The Project applicant/proponent shall comply by submitting a Notice of Intent (NOI) and by developing and implementing a Stormwater Pollution Prior to issuance of a
demolition or grading
permits
City of Santa Ana Building
Safety Division
City Council 22 – 201 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-21
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
Prevention Plan (SWPPP) and a monitoring program and reporting plan for the construction site.

Plan, Program, or Policy PPP WQ-2: Groundwater Dewatering Permits.

Prior to initiation of excavation activities, the Project applicant shall obtain coverage under the Santa Ana RWQCB General Waste Discharge Requirements for Discharges to Surface Waters Resulting from De Minimis Discharges or Groundwater Dewatering Operations, and/or Groundwater Cleanup/ Remediation Operations at Sites within the Newport Bay Watershed Permit (Order No. R8-2019-0061, NPDES No. CAG918002), or any other subsequent permit for dewatering activities, and provide evidence of coverage to the City of Santa Ana Building and Safety Division designee.

This shall include submission of a Notice of Intent (NOI) for coverage under the permit to the Santa Ana Regional Water Quality Control Board (RWQCB) at least 60 days prior to the start of excavation activities and anticipated discharge of dewatered groundwater to surface waters. Groundwater dewatering activities shall comply with all applicable provisions in the permit, including water sampling, analysis, treatment (if required), and reporting of dewatering-related discharges. Upon completion of groundwater dewatering activities, a Notice of Termination shall be submitted to the Santa Ana RWQCB.

Prior to issuance of a
grading permit
City of Santa Ana Building
Safety Division
Plan, Program, or Policy PPP WQ-3: WQMP. Prior to the approval of the Grading Plan and issuance of Grading Permits a completed Water Quality Management Plan (WQMP) shall be submitted to and approved by the City Building and Safety Division. The WQMP shall identify all Post-Construction, Site Design. Source Control, and Treatment Control Best Management Practices (BMPs) that will be incorporated into the development project in order to minimize the adverse effects on receiving waters.

Prior to issuance of a
grading permit
City of Santa Ana Building
Safety Division
City Council 22 – 202 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-22
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
NOISE
GPU FEIR Mitigation Measure N-1: Construction contractors shall implement the following measures for construction activities conducted in the City of Santa Ana. Construction plans submitted to the City shall identify these measures on demolition, grading, and construction plans submitted to the City: The City of Santa Ana Planning and Building Agency shall verify that grading, demolition, and/or construction plans submitted to the City include these notations prior to issuance of demolition, grading and/or building permits. • Construction activity is limited to the hours: Between 7:00 a.m. to 8:00 p.m. Monday through Saturday, as prescribed in Municipal Code Section 18-314(e). Construction is prohibited on Sundays. • During the entire active construction period, equipment and trucks used for project construction shall use the best-available noise control techniques (e.g., improved mufflers, equipment re-design, use of intake silencers, ducts, engine enclosures, and acoustically attenuating shields or shrouds), wherever feasible.
• Impact tools (e.g., jack hammers and hoe rams) shall be hydraulically or electrically powered wherever possible. Where the use of pneumatic tools is unavoidable, an exhaust muffler on the compressed air exhaust shall be used along with external noise jackets on the tools. • Stationary equipment such as generators and air compressors shall be located as far as feasible from nearby noise-sensitive uses. • Stockpiling shall be located as far as feasible from nearby noisesensitive receptors. • Construction traffic shall be limited to approved haul routes established by the City Public Works Agency. Exceptions to approved routes must be granted by the Public Works Agency before any modification to approved haul routes.

Prior to issuance of
demolition, grading,
and/or building permits
During demolition,
grading/excavation, and
construction activities
City of Santa Ana Building
Safety Division
City Council 22 – 203 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-23
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
• At least 10 days prior to the start of construction activities, a sign shall be posted at the entrance(s) to the job site, clearly visible to the public, that includes permitted construction days and hours, as well as the telephone numbers of the City’s and contractor’s authorized representatives that are assigned to respond in the event of a noise or vibration complaint. If the authorized contractor’s representative receives a complaint, he/she shall investigate, take appropriate corrective action, and report the action to the City.
• Signs shall be posted at the job site entrance(s), within the onsite construction zones, and along queueing lanes (if any) to reinforce the prohibition of unnecessary engine idling. All other equipment shall be turned off if not in use for more than 5 minutes.
• During the entire active construction period and to the extent feasible, the use of noise-producing signals, including horns, whistles, alarms, and bells, shall be for safety warning purposes only. The construction manager shall use smart back-up alarms, which automatically adjust the alarm level based on the background noise level, or switch off back-up alarms and replace with human spotters in compliance with all safety requirements and laws.
• Erect temporary noise barriers (at least as high as the exhaust of equipment and breaking line-of-sight between noise sources and sensitive receptors), as necessary and feasible, to maintain construction noise levels at or below the performance standard of 80 dBA Leq.

Barriers shall be constructed with a solid material that has a density of at least 4 pounds per square foot with no gaps from the ground to the top of the barrier.

GPU FEIR Mitigation Measure N-4: During the project-level California Environmental Quality Act (CEQA) process for industrial developments under the General Plan Update or other projects that could generate substantial vibration levels near sensitive uses, a noise and vibration analysis shall be conducted to assess and mitigate potential noise and vibration impacts related to the operations of that individual development. This noise and vibration Prior to issuance of
grading and/or building
permits
City of Santa Ana Building
Safety Division
City Council 22 – 204 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-24
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
analysis shall be conducted by a qualified and experienced acoustical consultant or engineer and shall follow the latest CEQA guidelines, practices, and precedents.

Mitigation Measure NOI-1: Prior to the issuance of construction/grading permits, the Project Applicant shall obtain a permit from the City’s Building Safety Division to complete work outside the standard construction hours outlined in Santa Ana Municipal Code Section 18-314(e). In addition, the Project Applicant and/or contractor(s) shall develop a nighttime construction noise control plan that requires the following:

Stationary equipment such as generators and air compressors shall adhere to the following:
• Stationary equipment (e.g., generators, air compressors, etc.) shall be located 300 feet or more away from residences.
• Stationary equipment shall be surrounded with noise barriers to achieve a minimum 10 dBA reduction. Alternatively, a temporary noise barrier may be used along the property line.

Mobile equipment such as concrete mixer trucks, pump trucks shall adhere to the following:
• The nighttime noise control plan shall prohibit mobile equipment and trucks from operating within the following distances to offsite sensitive receptors:
 Phase 1: Trucks and equipment shall be 140 feet or more away from the Versailles residences along Plaza Drive.
 Phase 2: No minimum distance required (Phase 2 is 410 feet from sensitive receptors and would not exceed thresholds).
 Phase 3: Trucks and equipment shall be 150 feet or more away from the Versailles residences along Plaza Drive.

Prior to issuance of
grading and/or
construction permits
City of Santa Ana Building
Safety Division
City Council 22 – 205 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-25
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
• The nighttime noise control plan shall prohibit mobile equipment and trucks from operating within the following distances to onsite sensitive receptors:
 Phase 1: No minimum distance is required because no onsite receptors would be constructed prior to Phase 1.
 Phase 2: Trucks and equipment shall be 150 feet or more away from Phase 1 onsite residences.
 Phase 3: Trucks and equipment shall be 170 feet or more away from Phase 1 and Phase 2 onsite residences.

Condition of Approval N-1: Onsite Traffic Noise. Prior to issuance of building permits for Phase 1, Phase 2, and Phase 3, a detailed acoustical study based on architectural plans shall be prepared by a qualified acoustical consultant to demonstrate compliance with General Plan Noise Element Standards. The acoustical study shall be submitted to the City’s Planning and Building Agency to demonstrate that all residential units would meet the City’s 65 dBA exterior noise standard and 45 dBA interior noise standard to the satisfaction of the Planning and Building Agency Executive Director. This complies with the applicable sections of the California Building Code (Title 24 of the California Code of Regulations). The necessary noise reductions may be achieved by implementing noise control measures at the receiver locations. The required noise attenuation measures shall be incorporated into the applicable building plans and specifications.

Prior to issuance of
building permits
City of Santa Ana Planning
and Building Agency

TRIBAL CULTURAL RESOURCES
Mitigation Measure TCR-1: Retain a Native American Monitor Prior to Commencement of Ground-Disturbing Activities.

A. The Project Applicant shall retain a Native American monitor from or approved by the Gabrieleño Band of Mission Indians-Kizh Nation. The monitor shall be retained prior to the commencement of any “grounddisturbing activity” for the subject Project at any Project locations (i.e., both onsite and any offsite locations that are included in the Project description/ definition and/or required in connection with the proposed Prior to issuance of
permits associated with
ground-disturbing
activities
Monitoring during
ground-disturbing
activities
City of Santa Ana Planning
and Building Safety divisions
City Council 22 – 206 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-26
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
Project, such as public improvement work). “Ground-disturbing activity” shall include, but is not limited to, demolition, pavement removal, potholing, auguring, grubbing, tree removal, boring, grading, excavation, drilling, and trenching.

B. A copy of the executed monitoring agreement shall be submitted to the Lead Agency prior to the earlier of the commencement of any grounddisturbing activity, or the issuance of any permit necessary to commence a ground-disturbing activity.

C. The monitor will complete daily monitoring logs that will provide descriptions of the relevant ground-disturbing activities, the type of construction activities performed, locations of ground-disturbing activities, soil types, cultural-related materials, and any other facts, conditions, materials, or discoveries of significance to the Tribe. Monitor logs will identify and describe any discovered TCRs, including but not limited to, Native American cultural and historical artifacts, remains, places of significance, etc., (collectively, tribal cultural resources, or “TCR”), as well as any discovered Native American (ancestral) human remains and burial goods. Copies of monitor logs will be provided to the Project Applicant upon written request to the Tribe.

D. Onsite tribal monitoring shall conclude upon the earlier of the following (1) written confirmation to the Kizh from a designated point of contact for the Project Applicant or lead agency that all ground-disturbing activities and phases that may involve ground-disturbing activities on the project site or in connection with the project are complete; or (2) a determination and written notification by the Kizh to the Project Applicant or Lead Agency that no future, planned construction activity and/or development/construction phase at the Project site possesses the potential to impact Kizh TCRs.

Mitigation Measure TCR-2: Unanticipated Discovery of Tribal Cultural Resource Objects (Non-Funerary/Non-Ceremonial)
A. Upon discovery of any TCRs, all construction activities in the immediate vicinity of the discovery shall cease (i.e., not less than the surrounding 50 During ground disturbing
activities
City of Santa Ana Planning
and Building Safety divisions
City Council 22 – 207 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-27
Final Supplemental EIR
September 2024
Standard Condition/ Plan, Program, Policy / Mitigation Measure/ Condition of Approval Timing
Responsible for
Ensuring Compliance /
Verification
Date Completed and
Initials
feet) and shall not resume until the discovered TCR has been fully assessed by the Kizh monitor in consultation with a qualified archaeologist. The Kizh will recover and retain all discovered TCRs in the form and/or manner the Tribe deems appropriate, in the Tribe’s sole discretion, and for any purpose the Tribe deems appropriate, including for educational, cultural and/or historic purposes.

Mitigation Measure TCR-3: Unanticipated Discovery of Human Remains and Associated Funerary or Ceremonial Objects
A. Native American human remains are defined in PRC 5097.98 (d)(1) as an inhumation or cremation, and in any state of decomposition or skeletal completeness. Funerary objects, called associated grave goods in Public Resources Code Section 5097.98, are also to be treated according to this statute.

B. If Native American human remains and/or grave goods are discovered or recognized on the project site, then Public Resource Code 5097.9 as well as Health and Safety Code Section 7050.5 shall be followed.

C. Human remains and grave/burial goods shall be treated alike per California Public Resources Code section 5097.98(d)(1) and (2).

D. Preservation in place (i.e., avoidance) is the preferred manner of treatment for discovered human remains and/or burial goods.

E. Any discovery of human remains/burial goods shall be kept confidential to prevent further disturbance.

In construction plans and
Specifications.

During all ground
disturbing activities
City of Santa Ana Planning
and Building Safety divisions
City Council 22 – 208 9/17/2024
Related Bristol Specific Plan Project 4. Mitigation Monitoring and Reporting Program City of Santa Ana 4-28
Final Supplemental EIR
September 2024
This page intentionally left blank.

City Council 22 – 209 9/17/2024
Resolution No. 2024-XXX

Page 1 of 5 ends

RESOLUTION NO. 2024-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA ANA, CALIFORNIA, OVERRULING THE ORANGE
COUNTY AIRPORT LAND USE COMMISSION’S

DETERMINATION THAT THE PROPOSED RELATED

BRISTOL SPECIFIC PLAN IS INCONSISTENT WITH THE

AIRPORT ENVIRONS LAND USE PLAN FOR JOHN WAYNE

AIRPORT, INCLUDING SUPPORTIVE FINDINGS
WHEREAS, Steven Oh, with RCR Bristol, LLC (“Applicant”), on behalf of Greenville Ranch LLC, BSG West Bristol LLC, and MCG Bristol West LLC (“Property Owners”), is requesting adoption of the Related Bristol Specific Plan (SP No. 5) a change of zone for the Project Site to the new Related Bristol Specific Plan (SP No. 5) designation to facilitate the construction of a mixed-use development (“Project”), known as the Related Bristol Specific Plan Project, at 3600 Bristol Street (“Project Site”); and WHEREAS, the Project entails, among other things, (1) demolition of the existing sixteen (16) structures on the Project Site; (2) the establishment of a new Related Bristol Specific Plan (SP No. 5) and a change of zone for the Project Site to the new Related Bristol Specific Plan (SP No. 5) designation; (3) redevelopment of the Project Site into 3,750 residential units, up to 350,000 square feet of commercial space, 250 hotel rooms, and 200 senior care units, including 6,520 onsite parking spaces, and 13.1 acres of onsite open space; and (4) approval of Vesting Tentative Tract Map (“VTTM”) No. 2023-01; and WHEREAS, the City of Santa Ana (“City”) is located partially within the area contained within the scope of the Airport Environs Land Use Plan for John Wayne Airport (the “AELUP”); and
WHEREAS, consistent with the requirements of California Public Utilities Code Section 21676 et seq., because a portion of the proposed Related Bristol Specific Plan (SP No. 5) is within the area covered by the AELUP, subsequent to its introduction, the Related Bristol Specific Plan (SP No. 5) was submitted to the Orange County Airport Land Use Commission (the “ALUC”) for consideration of the Specific Plan’s consistency with the AELUP; and
WHEREAS, at its meeting on July 20, 2023, the ALUC determined that the Related Bristol Specific Plan (SP No. 5) is inconsistent with the AELUP; and WHEREAS, on August 31, 2023 and September 26, 2023, the City provided a notice of intent to overrule ALUC’s determination of inconsistency pursuant to California Public Utilities Code section 21676, subdivision (b); and WHEREAS, on October 24, 2023, ALUC provided a response to the City’s notice of intent to overrule ALUC’s consistency determination and submitted additional comments; and
City Council 22 – 210 9/17/2024
Resolution No. 2024-XXX

Page 2 of 5 ends

WHEREAS, pursuant to California Public Utilities Code Sections 21670 and 21676, if an ALUC determines that a proposed adoption or amendment of a specific plan or zoning ordinance is inconsistent with an AELUP, the referring local agency may, after a public hearing, propose to overrule the ALUC by a two-thirds vote of its governing body, upon making specific findings that the proposed action is consistent with the purposes of the Public Utilities Code Section 21670; and
WHEREAS, pursuant to City Council direction given at a City Council meeting on August 29, 2023, City staff has provided appropriate notice of the City Council’s intent to override the ALUC’s determination; and
WHEREAS, on September 17, 2024, the City Council held a duly-noticed public hearing regarding the City Council’s intent to overrule the ALUC’s determination of inconsistency; and
WHEREAS, the City Council finds that the Specific Plan is in the best interests of the City and is consistent with the purposes set forth in Public Utilities Code Section 21670.

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

Section 1. The City prepared a Draft Supplemental Environmental Impact Report (“SEIR”) that analyzed the Project’s environmental impacts in accord with the California Environmental Quality Act (Public Resources Code, §§ 21000 et seq., “CEQA”), the regulations promulgated thereunder (14 Cal. Code of Regulations, §§ 15000 et seq., the “CEQA Guidelines”), and the City’s Local CEQA Guidelines. The Draft SEIR was made available for public review for 45 days between July 6, 2023 and August 21, 2023.

The document was made available online at the City of Santa Ana website and available for review at City Hall and the City of Santa Ana Public Library in hard copy form. In response to comments received on the Draft SEIR, the City prepared a Final SEIR and released it to the public on August 1, 2024. The Final SEIR in the City Council Resolution approving the Final SEIR is incorporated herein by reference. The City Council Resolution recommends certification of the Final SEIR (SCH No. 2020029087), adoption of findings under CEQA, and adoption of the Mitigation Monitoring and Reporting Program and the Statement of Overriding Considerations, and among other things, properly assesses the environmental impact of the Project in accordance with CEQA. This Resolution incorporates by reference the environmental findings and analysis set forth in the City Council Resolution as if fully set forth herein.

Section 2. The City Council is required to provide findings of fact supporting the overrule of ALUC’s determination of inconsistency as required by California Public Utilities Code Section 21676, subdivision (b). The City Council of the City of Santa Ana hereby adopts the findings set forth in Exhibit “A” to this Resolution, attached hereto and incorporated herein by this reference (the “Findings”).

City Council 22 – 211 9/17/2024
Resolution No. 2024-XXX

Page 3 of 5 ends

Section 3. Based on these Findings and the associated substantial evidence in the public record, the City Council of the City of Santa Ana hereby finds that the proposed action by the City on the Related Bristol Specific Plan (SP No. 5) is consistent with the purposes of the State Aeronautics Act as stated in California Public Utilities Code Section 21670, and consistent with the AELUP.

Section 4. Based on the above evidence and Findings made, and the remainder of the record in this matter, the City Council of the City of Santa Ana hereby overrules the ALUC's determination that the Related Bristol Specific Plan (SP No. 5) is inconsistent with AELUP.

Section 5. This Resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall attest to and certify the vote adopting this Resolution.

Section 6. The documents and materials associated with this Resolution that constitute the record of proceedings on which these findings are based are located at Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, CA 92701. The City Clerk is the custodian of records for the record of proceedings.

Section 7. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively “Actions”), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the Project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve the legal counsel providing the City’s defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action.

Page 4 of 5 ends

it would have adopted this Resolution and each section, subsection, sentence, clause, phrase, or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional.

ADOPTED this 17th day of September, 2024.
_______________________
Valerie Amezcua
Mayor
APPROVED AS TO FORM:

SONIA R. Carvalho
City Attorney
By:_______________________________
Laura A. Rossini
Chief Assistant City Attorney
AYES: Councilmembers: ________________________________________ NOES: Councilmembers: ________________________________________ ABSTAIN: Councilmembers: ________________________________________ NOT PRESENT: Councilmembers:________________________________________ City Council 22 – 213 9/17/2024
Resolution No. 2024-XXX

Page 5 of 5 ends

CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, Jennifer L. Hall, City Clerk, do hereby attest to and certify the attached Resolution No. 2024-XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on September 17, 2024.

Date: ________________ _____________________
Jennifer L. Hall
City Clerk
City of Santa Ana
City Council 22 – 214 9/17/2024
Resolution No. 2024-XXX

Page 6 of 18 ends

EXHIBIT A

FINDINGS OF FACT
SUBJECT: CITY OF SANTA ANA NOTICE OF INTENT TO OVERRULE THE ORANGE COUNTY AIRPORT LAND USE COMMISSION’S

DETERMINATION OF INCONSISTENCY FOR THE RELATED BRISTOL

SPECIFIC PLAN PROJECT
I. INTRODUCTION
The City of Santa Ana (“City”) is required to provide findings supporting the overrule of the Orange County Airport Land Use Commission' s (" ALUC") determination of inconsistency as required in the California Public Utilities Code ("PUC") Section 21676(b). Based on the following Findings of Fact and the associated substantial evidence in the public record, the proposed action by the City on the Related Bristol Specific Plan Project ("Project") is consistent with the purposes of the State Aeronautics Act as stated in PUC Section 21670, which provides, in relevant part:

It is the purpose of this article to protect public health, safety, and welfare by ensuring the orderly expansion of airports and the adoption of land use measures that minimize the public's exposure to excessive noise and safety hazards within areas around public airports to the extent that these areas are not already devoted to incompatible uses."
Specifically, the City's proposed action on the Project provides for the orderly development of John Wayne Airport (" JWA"), and its surrounding area and promotes the overall goals and objectives of the State noise standards by avoiding new noise and safety problems, and protecting the public health, safety and welfare through the adoption of land use measures that minimize the public's exposure to excessive noise and safety hazards to the extent that this area is not already devoted to incompatible uses.

II. FRAMEWORK
It is in the public interest to: ( 1) provide for the orderly development of each public use airport in this state and the area surrounding these airports so as to ( 2) promote the overall goals and objectives of the California airport noise standards adopted pursuant to PUC Section 21669 and to ( 3) prevent the creation of new noise and safety problems.

A. To provide for the orderly development of JWA and the area surrounding the airport, the ALUC adopted the 2008 Airport Environs Land Use Plan for John Wayne Airport (" JWA AELUP") on April 17, 2008. The JWA AELUP guides development proposals to provide for orderly development of the airport and the area surrounding the airport through implementation of the standards in Section City Council 22 – 215 9/17/2024
Resolution No. 2024-XXX

Page 7 of 18 ends

2.1 (aircraft noise, safety compatibility zones, building height restrictions).

B. The ALUC also adopted a separate Airport Environs Land Use Plan for Heliports (“Heliports AELUP") on June 19, 2008.

C. The ALUC is required to use the California Airport Land Use Planning Handbook (“Handbook") that was updated by the California Department of Transportation, Division of Aeronautics (" Caltrans") in 2011. Neither the JWA AELUP nor the Heliports AELUP have been updated to incorporate the Handbook's guidance.

Likewise, the JWA AELUP has not been updated with information about the operation and environmental effects of JWA as reflected in its most recent Final Environmental Impact Report ("EIR"), certified by the Orange County Board of Supervisors on June 25, 2019 for the General Aviation Improvement Program ("GAIP").

D. The City of Santa Ana is required to provide findings supporting the overrule of the Orange County ALUC determination as required in PUC Section 21676(b).

Based on the following Findings of Fact and the associated substantial evidence in the public record, the proposed action by the City on the Project at 3600 South Bristol Street and related zoning change (amendment application) are consistent with the purposes of the State Aeronautics Act as stated in PUC Section 21670.

E. The proposed Project provides for the orderly development of JWA, and its surrounding area and promotes the overall goals and objectives of the State noise standards by avoiding new noise and safety problems, and protecting the public health, safety and welfare through the adoption of land use measures that minimize the public’s exposure to excessive noise and safety hazards to the extent that this area is not already devoted to incompatible uses. This Project would not add any new residential or commercial noise impacts to the JWA 65 dBA Community Noise Equivalent Level (CNEL) noise area.

F. As the Project proposes a zone change and adoption of a Specific Plan, and pursuant to PUC Section 21676, the City of Santa Ana referred the proposed Project to the ALUC for review.

G. The ALUC has adopted FAR Part 77 as the criteria for determining height restrictions in Orange County. FAR Part 77 requires notification to FAA for any project that would be more than 200 feet in height above ground level or within the imaginary surface of a 100:1 slope extending outward for 20,000 feet from the nearest runway. Here, the Project site is located within the 206-foot-high imaginary surface area for JWA, and the proposed mixed-use buildings that are a part of the Project would be a maximum of 25 stories high, with the tallest point on the buildings being 285 feet above the existing ground level. Thus, FAA notification is required.

H. On July 20, 2023, the City of Santa Ana presented the Project to the ALUC for a determination of consistency with the JWA AELUP.

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I. The ALUC staff report for that hearing recommended that the ALUC find the proposed Project consistent with AELUP issues of aircraft noise, flight tracks and safety, and heliports. The staff report noted that with regard to AELUP issues of height restrictions, the Project is inconsistent per Section 3.2.1 of the AELUP, which states that “within the boundaries of the AELUP, any land use may be found to be inconsistent with the AELUP which…permits structures of excessive height in areas which would affect adversely the continued operation of the airport; or permit activities or facilities that would affect adversely aeronautical operations.” The proposed Project would allow buildings up to 25 stories and/or 285 feet, which would penetrate the FAR Part 77 Horizontal Obstruction Imaginary Surface for JWA.

J. On July 20, 2023, the ALUC held a public hearing and, by unanimous vote, adopted a resolution finding the Project inconsistent with the AELUP for the stated reasons set forth in the staff report.

K. The City of Santa Ana has the general police power to control land use within its territorial jurisdiction. (Cal. Const., art. XI 11, § 7). This constitutional authority is acknowledged in State law (PUC §§ 21676, 21676.5) and the ALUC process allowing for overrule of an ALUC finding of inconsistency.

L. Pursuant to PUC Section 21676(b), the City may overrule the commission by a two-thirds vote of the City Council if it makes specific findings that the Project is consistent with the purposes of the State Aeronautics Act.

M. The City finds that the Project is consistent with the AELUP and with the purposes of the State Aeronautics Act based on the following Findings of Fact and substantial evidence.

III. FINDINGS OF FACT
A. Related Bristol Specific Plan Project. The Project consists of a specific plan for a 42-acre site to allow up to 3,750 residential units, up to 350,000 square feet of commercial space, 250 hotel rooms, and 200 senior care units, including 6,520 onsite parking spaces, and 13.1 acres of onsite open space. The Project requires discretionary approval of a tentative tract map, amendment application (zone change) for a specific plan, development agreement, and inclusionary housing plan. The specific plan contains permissive uses and development standards, but does not specify exact locations and heights of each implementing development that falls within the scope of the specific plan.

B. The comments in ALUC’s staff report and ALUC’s determination of inconsistency found the Project inconsistent with AELUP for JWA per Section 3.2.1 because the Project would allow buildings up to 25 stories and/or 285 feet which would penetrate the FAR Part 77 Horizontal Obstruction Imaginary Surface for JWA.

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C. During the July 20, 2023 ALUC hearing on the Project, City staff and the project applicant provided supplemental information about the nature of a specific plan, how implementing projects will be reviewed, information on existing high-rises in the vicinity, and FAA notification requirements for buildings exceeding 200 feet in height, and that conditions of approval for the Project would contain a condition requiring “Notice of Airport in Vicinity,” to be included in all lease/rental agreements and post outdoor signage informing the public of the presence of operating aircraft, which demonstrates further compliance with the AELUP and to minimize potential future noise complaints. Despite this information, the ALUC voted to find the Project inconsistent per Section 3.2.1 of the AELUP.

D. Justification for Finding Project Consistent with the Purposes of PUC Section 21670.

1. Noise. The residential and commercial land uses under the proposed Project are consistent with the aircraft noise standards of the AELUP and the requirements of PUC Section 21670.
a. The Project is located outside of the JWA 60 to 65 dBA CNEL aircraft noise contours. Aircraft noise analysis was completed in the Project’s SEIR (State Clearinghouse No. 2020029087) and presented at the ALUC hearing.
1) The AELUP establishes aircraft noise exposure exterior noise level compatibility thresholds for new development by land use category. According to the exterior noise thresholds outlined in the AELUP, multi-family residential development is considered normally consistent with exterior noise levels of less than 60 dBA CNEL, conditionally consistent with exterior noise levels between 60 and 65 dBA CNEL and normally inconsistent with exterior noise level above 65 Dba cnel. For commercial retail land use, exterior noise levels are considered normally consistent with exterior noise levels of less than 65 dBA CNEL and conditionally consistent with exterior noise level above 65 dBA CNEL.
b. According to Section 5.9 of the SEIR, the Project site is located outside of both the airport’s planned and actual (2019) 60 CNEL contours of JWA. Thus, according to the AELUP, the Project residential, open space, and commercial retail land uses are normally consistent with JWA aircraft noise exposure exterior noise level compatibility thresholds.
c. The airport related noise on the Project site does not exceed the City’s Municipal Code permissible noise levels.
d. The County’s General Aviation Noise Ordinance prohibits commercial City Council 22 – 218 9/17/2024
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aircraft departures between the hours of 10:00 p.m. and 7:00 a.m. and arrivals between the hours of 11:00 p.m. and 7:00 a.m.
e. Based on the foregoing, these restrictions substantially limit the aircraft noise during the noise sensitive nighttime hours for residential use. Thus, noise impacts related to JWA would be less than significant.
f. The JWA GAIP EIR also contains noise analysis demonstrating that the Project is outside of the 60 dBA CNEL noise contour. This noise analysis is based on one year’s worth of aircraft operations in all runway operating configurations with for both existing aircraft fleet mixes and future fleet forecasts. This analysis includes the time of day of all operations and includes noise penalties for evening (7 pm to 10 pm) and night (10 pm to 7 am) aircraft operations of five and ten decibels per operation. Residential land uses are normally consistent in areas impacted by aircraft noise up to 60 dBA CNEL and commercial land uses up to 65 dBA CNEL as shown in the AELUP Table 1. These are the same noise standards used by the FAA and the State of California to identify compatible land uses near airports. g. The Project is located outside of the JWA single-event aircraft noise contours. The detailed aircraft noise analysis completed as part of the JWA GAIP EIR included analysis of single event aircraft noise. This analysis included single event noise contours for the noisiest aircraft making regular use of JWA. The Project developer’s consultant provided analysis and information at the ALUC hearing showing the Project site is located outside of the JWA 85 dB single event noise contours for all aircraft making regular use of the Airport. h. The Project includes a condition of approval notifying future residents.

The conditions of approval also include notification measures, which includes a “Notice of Airport in Vicinity,” to be included in all lease/rental agreements and post outdoor signage informing the public of the presence of operating aircraft, which demonstrates further compliance with the AELUP and to minimize potential future noise complaints.
i. The General Plan Update (GPU) in 2022 addresses noise, safety, hazards, and other related impacts from development in the vicinity of the Airport. Projects approved under the GPU would be required to comply with FAA airspace protection regulations using the AELUP consistency determination process.
j. Based on the foregoing, the Project will not result in the exposure of City residents to excess noise within the meaning if PUC Section 21670.

City Council 22 – 219 9/17/2024
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2. Safety. The residential and commercial land uses under the proposed project are consistent with the safety standards of the AELUP. a. Section 2. 1. 2 of the JWA AELUP describes the airport's safety compatibility zones.
1) Per Section 2. 1. 2 of the JWA AELUP, " Safety and compatibility zones depict which land uses are acceptable and which are unacceptable in various portions of airport environs."
2) The purpose of these zones, per the JWA AELUP, is to " support the continued use and operation of an airport by establishing compatibility and safety standards to promote air navigational safety and to reduce potential safety hazards for persons living, working or recreating near JWA."
b. The JWA AELUP identifies the following Safety Zones:
1) Zone 1: Runway Protection Zone
2) Zone 2: Inner Approach/ Departure
3) Zone 3: Inner Turning Zone
4) Zone 4: Outer Approach/ Departure Zone
5) Zone 5: Sideline Zone
6) Zone 6: Traffic Pattern Zone
c. According to the ALUC staff report, the Project is not in any of the AELUP safety zones. The Project is located outside of the airport’s 60 CNEL contours. Table 1 of the Airport Environs Land Use Plan for JWA shows that residential land uses outside of the 60 CNEL contour are “normally consistent.” The Project is located more than 0.29 miles from the outer edge of AELUP Zone 6, Traffic Pattern Zone as depicted in Appendix D. Further, AELUP Appendix D states the “Basic Compatibility Qualities” of Zone 6 as “Allow residential uses” and “Allow most nonresidential uses.”
d. The Project is not in the JWA runway protection zones (RPZ). The Project is located nearly two miles from the outer edge of the nearest JWA RPZ.
e. No part of the Project will be inconsistent with the policies set forth in Section 2.1.2 of the JWA AELUP regarding Safety Compatibility City Council 22 – 220 9/17/2024
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Zones. Furthermore, the ALUC did not find, and cannot find, that the Project is inconsistent with Section 2.1.2 of the JWA AELUP. f. Based on the foregoing, the Project will not result in the exposure of City residents to excessive safety hazards within the meaning of PUC Section 21670.

3. Height. The residential and commercial land uses under the proposed Project are consistent with the height standards of the AELUP. The allowable height of structures surrounding an airport is described in FAR Part 77 as the allowable height at which safe movement of aircraft occurs.

The regulation requires that notice be given to the FAA if there is a proposal to construct a structure that would exceed a 100:1 slope of an imaginary surface extending outward for 20,000 feet from the nearest runway at JWA. Beyond the 100:1 imaginary surface, FAR Part 77 requires notification to FAA for any project that will be more than 200 feet in height above the ground level.
a. The proposed buildings associated with the Specific Plan would not exceed the sloping, three-dimensional 100:1 (one percent sloping surface from the nearest runway over 3,200 feet in actual length) FAA notification surface to require the Filing of FAA Form 7460-1. This information was provided by the Project applicant’s representative during the ALUC hearing on the Project.
b. The buildings exceeding 200 feet in height in the Specific Plan area will not exceed the sloping, three-dimensional 50:1 FAA precision instrument Approach Surface to JWA Runway 20R. This information was provided by the Project applicant’s representative during the ALUC hearing on the Project.
c. Each future site-specific implementing development under the Project will be required to be submitted through the City’s development review process, at which point if a specific building is proposed within the Federal Aviation Administration (FAA) Notification Area that exceeds 200 feet in height, FAA notification compliance would be required through the development review process.
d. In addition to requiring FAA notification for any buildings exceeding 200 feet in height within the Project area, AELUP and FAR Part 77 require an FAA aeronautical study to be conducted to ensure that the proposed structures would not constitute a hazard to air navigation. e. The FAA’s Determinations of No Hazard to Air Navigation for the Mixed-Use development structures are the only source of authoritative, aviation safety findings regarding the Project because:
1) “The United States Government has exclusive sovereignty of City Council 22 – 221 9/17/2024
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airspace of the United States” (49 U.S.C. § 40103(a)(1)). 2) In order to use this airspace, the FAA Administrator is responsible for:
i. Plans and policy for the safe use of the navigable airspace (49 U.S.C. § 40103(b)(1); and
ii. “[R]egulations on the flight of aircraft (including regulations on safe altitudes) for navigating, protecting and identifying aircraft; protecting individuals and property on the ground; using the navigable airspace efficiently; and preventing collision between aircraft, between aircraft and land or water vehicle, and between aircraft and airborne objects” (49 U.S.C. § 40103(b)(2)).
3) The FAA’s aeronautical studies for project structures are the definitive standard for assessing compliance with federal aviation safety laws and regulations (49 U.S.C. § 77.1(c)). This federal authority is recognized in State law (Cal. PUC §21240). f. The FAA will conduct an aeronautical study (49 U.S.C. §44718 and 14 CFR Part 77) and issue its Determinations for individual implementing projects that exceed 200 feet in height and are submitted within the Specific Plan area.
g. The Project is an approval only as to the specific plan. No specific structures are contemplated as part of the Project. Therefore, nothing in the Project will create an obstruction or hazard to air navigation within the meaning of 14 CFR Part 77, and no part of the Project involves the proposed construction or alteration of any structures.

Accordingly, no aeronautical study is required as part of the Project.

See 49 USC 44718; 14 CFR Part 77; FAA Order JO 7400.2M. h. Based on the foregoing, the Project is consistent with AELUP’s height standards.
i. The other entities that have processed or commented on this project have aviation safety duties and responsibilities related to this matter.

Each of these entities relies on or ultimately defers to the FAA’s authoritative aviation safety role in airspace determinations. 1) The AELUP for JWA, Section 2.1.3 Building Height Restrictions states, “In adopting criteria for building height restrictions in the vicinities of airports, the Commission considered only one standard and that was Federal Aviation Regulations Part 77 ([14 City Council 22 – 222 9/17/2024
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CFR] Part 77) entitled, Objects Affecting Navigable Airspace. "These regulations are the only definitive standard available [emphasis added] and the standard most generally used.” 2) Section 2.1.3 also recognizes FAA aeronautical studies beyond 14 CFR Part 77 surfaces as the standard for review, “In addition to the ‘imaginary surfaces,’ the Commission will use all of the FAR Part 77.23 standards along with the results of FAA
aeronautical studies, [emphasis added] or other studies deemed necessary by the Commission, in order to determine if a structure is an ‘obstruction.’” This section goes on to state: The Commission considers and recognizes the FAA as the single "Authority" for analyzing project impact on airport or aeronautical operations, or navigational-aid siting, including interference with navigational- aids or published flight paths and procedures. The Commission also considers the FAA as the "Authority" for reporting the results of such studies and project analyses. The Commission will not consider the findings of reports or studies conducted by parties other than the FAA unless the FAA certifies and adopts such findings as true and correct.
3) Section 2.1.3 adds reference to FAA Advisory Circular 150/5190- 4A, A Model Zoning Ordinance to Limit Height of Objects Around Airports for Commission Review. This FAA Advisory Circular provides specific guidance for establishing zoning regulations along with specific guidance on a “variance” process for potential obstructions. At Section 3.b., “The Federal Aviation
Administration (FAA) conducts aeronautical studies on
obstructions which examine their effect on such factors as:
aircraft operational capabilities; electronic and procedural requirements; and, airport hazard standards. If an aeronautical study shows that an obstruction, when evaluated against these factors, has no substantial adverse effect upon the safe and efficient use of navigable airspace, then the
obstruction is considered not to be a hazard to air
navigation [emphasis added].”
4) CalTrans Division of Aeronautics – Caltrans publishes the Handbook in accordance with State Law with the purpose to, “ provide information to ALUCs, their staffs, airport proprietors, cities, counties, consultants, and the public; to identify the requirements and procedures for preparing effective compatibility planning documents; and define exemptions where applicable (Caltrans, 2011).” The Handbook provides specific guidance for City Council 22 – 223 9/17/2024
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assessing potential airspace obstructions in Section 4.5 Airspace Protection.
a. JWA – The FAA requires airport sponsors like Orange County to accept specific grant assurances when they accept federal funding. Hazard Removal and Mitigation and Compatible Land Use are two of these assurances (49 U.S.C. § 47107(a)(9) and (10)). For hazard removal, the Airport relies on the FAA’s aeronautical study to meet its requirement. For compatible land use, the Airport relies on coordination with the surrounding cities and the ALUC. The following are the specific assurances:
b. Hazard Removal and Mitigation. It will take appropriate action to assure that such terminal airspace as is required to protect instrument and visual operations to the airport (including established minimum flight altitudes) will be adequately cleared and protected by removing, lowering, relocating, marking, or lighting or otherwise mitigating existing airport hazards and by preventing the establishment or creation of future airport hazards.
• The proposed Project would not result in hazards related to excessive glare, light, steam, smoke, dust, or electronic interference. Exterior lighting fixtures and security lighting would be installed in accordance with the City’s Municipal Code Division 3, Building Security Regulations, which
includes specifications for shielding and intensity of security lighting. In addition, the proposed Project would not use highly reflective surfaces, and does not include large areas of glass on the buildings. Therefore, the proposed Project would not generate substantial sources of glare.
• Operation of the proposed residential and commercial uses would not generate substantial quantities of steam, smoke, or dust emissions. Dust emissions are regulated by
SCAQMD requirements and construction related air quality emissions that could include steam, smoke, and dust
emissions would be less than significant with
implementation of the standard SCAQMD Rules.
• The proposed Project would include the use of typical electronics, such as computers, televisions, and other
electronics with wireless capability. These types of
electronics are currently being used by the existing
industrial land uses on the site, and other uses in the vicinity City Council 22 – 224 9/17/2024
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of the site. The new residential and commercial uses on the site would use similar technology that does not cause
electronic interference that could affect aircraft. Thus, impacts related to electronic interference with operations of JWA would not occur.
c. Compatible Land Use. It will take appropriate action, to the extent reasonable, including the adoption of zoning laws, to restrict the use of land adjacent to or in the immediate vicinity of the airport to activities and purposes compatible with normal airport operations, including landing and takeoff of aircraft. In addition, if the Project is for noise compatibility program implementation, it will not cause or permit any change in land use, within its jurisdiction, that will reduce its compatibility, with respect to the airport, of the noise compatibility program measures upon which Federal funds have been expended.

4. Overflight. “Close to the JWA approach centerline” as identified by the ALUC is neither an FAA nor an AELUP standard.
a. The FAA is the only authoritative source of aviation safety data and the FAA does not have a “close to the JWA approach
centerline” standard.
b. The AELUP clearly identifies its airport land use planning standards around aircraft noise, safety, and height. Objective measures of these standards are clearly identified in AELUP Section 2.1. The Specific Plan is drafted to be consistent with each of these objective standards.
c. Two-dimensional flight tracks and a list of unassociated aircraft do nothing to inform the impact of overflights. The ALUC provided limited arrival flight tracks, limited departure flight tracks and lists of aircraft by time of day and altitude that were purported to have produced these flight tracks. The limited nature of the information was commented on by ALUC
commissioners during the July 20, 2023 hearing.
d. Aircraft noise contours used to objectively measure noise impact already assume flight tracks and actual operating conditions for a full year including future operations. Limited City Council 22 – 225 9/17/2024
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information presented within the staff report packet dated July 20, 2023 of arrival flight tracks and limited information on departure flight tracks are not representative of a general condition and are not substantive evidence.
e. The project is located outside of the JWA single event noise exposure areas documented in the JWA General Aviation
Improvement Program EIR certified on June 25, 2019. The project developer presented this information to the ALUC Commission at its hearing on July 20, 2023.

5. Heliports. Heliports are not a part of the Project, therefore ALUC has not reviewed this for consistency and has made no determination.

6. Zone Change. The proposed zone change (amendment application) is consistent with the objective AELUP aircraft noise, safety and height standards and is therefore consistent with the larger planning role of the ALUC. “Close to the JWA approach centerline” is not an FAA or an ALUC standard.
a. ALUC offers no substantiation that overflights of new residents would be disturbed or annoyed. On the contrary, the ALUC demonstrates that the Project is located outside of the 60 dBA CNEL noise contour. As such, the Project would not add any new residential or commercial noise impacts to the JWA 65 dBA Community Noise Equivalent Level (CNEL) noise area. b. Flight tracks limited information for arrivals and departures, which was commented on by Commission members during the hearing, are not unique and are fully accounted for in the one year of overflights used to measure CNEL noise impacts
associated with JWA.
c. Flight tracks limited information for arrivals and departures, which was commented on by Commission members during the hearing, are not unique and are fully accounted for in the singleevent noise contours produced for the JWA GAIP EIR. The Project is located outside of these single-event noise contours. d. Per Section 1.2 of the AELUP for JWA, the purpose of the AELUP is to safeguard the general welfare of the inhabitants within the vicinity of the airport and to ensure the continued City Council 22 – 226 9/17/2024
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operations of the airport. The method by which the ALUC achieves this purpose is through the application of the objective standards contained in Section 2.1 of the AELUP. As demonstrated in the ALUC staff report and, in these Findings, the Specific Plan and application for each implementing project is and will be consistent with each of the standards. As a result, the ALUC has met their duty under Section 1.2 by ensuring that the Specific Plan meets these standards.
e. Additionally, Section 2.1.4 of the AELUP for JWA and PUC Section 21674 charge the Commission to coordinate at the local level to ensure compatible land use planning. The method by which the ALUC achieves this charge is through the
application of the objective standards contained in Section 2.1 of the AELUP. As demonstrated in the ALUC staff report and, in these Findings, the Project is consistent with each of the standards. As a result, the ALUC has met their duty under Section 2.1.4 and PUC Section 21674 by ensuring that the Project meets these standards.

City Council 22 – 227 9/17/2024
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ORDINANCE NO. NS-_

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY

OF SANTA ANA APPROVING AMENDMENT APPLICATION
NO. 2023-03 TO ESTABLISH THE RELATED BRISTOL
SPECIFIC PLAN (SP NO. 5) AND TO APPROVE A ZONE
CHANGE FOR THE 41-ACRE SITE GENERALLY LOCATED
AT 3600 BRISTOL STREET FROM GENERAL
COMMERCIAL (C2) AND COMMERCIAL RESIDENTIAL
(CR) TO RELATED BRISTOL SPECIFIC PLAN (SP NO. 5)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS:

Section 1. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows:

A. Steven Oh, with RCR Bristol, LLC (“Applicant”), on behalf of Greenville Ranch LLC, BSG West Bristol LLC, and MCG Bristol West LLC (“Property Owners”), is seeking to construct of a mixed-use development (“Project”), known as the Related Bristol Specific Plan Project, at 3600 Bristol Street (“Project Site”).

B. The Project entails, among other things, (1) demolition of the existing sixteen (16) structures on the Project Site; (2) the establishment of a new Related Bristol Specific Plan (SP No. 5) and a change of zone for the Project Site to the new Related Bristol Specific Plan (SP No. 5) designation; (3) redevelopment of the Project Site into 3,750 residential units, up to 350,000 square feet of commercial space, 250 hotel rooms, and 200 senior care units, including 6,520 onsite parking spaces, and 13.1 acres of onsite open space; and (4) approval of Vesting Tentative Tract Map (“VTTM”) No. 2023-01.

C. The general northern portion of the Project Site is currently in the General Commercial (C2) zoning district and the general southern portion of the Project Site is in the Commercial Residential (CR) zoning district.

D. The Applicant is requesting approval and adoption of Amendment Application No. 2023-03 to: (1) establish the new Related Bristol Specific Plan (SP No. 5) and (2) approve a change of zone for the entire Project Site from General Commercial (C2) and Commercial Residential (CR) to Related Bristol Specific Plan (SP No. 5) (the “Zone Change”).

E. Pursuant to Section 27-13 of the Santa Ana Municipal Code (“SAMC”), the City Council must approve a proposed plan adoption and amendment.

Moreover, pursuant to Section 27-12 of the SAMC, prior to being submitted to the City Council, each proposed plan adoption or amendment shall be submitted to the Planning Commission for its review and City Council 22 – 228 9/17/2024
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recommendation after the Planning Commission holds at least one (1) duly-noticed public hearing on the proposed plan adoption or amendment.

F. Pursuant to Section 41-667 of the SAMC, the City Council must hold a hearing on and approve any proposed amendment of any sectional district map (“Zone Change”). Moreover, pursuant to Sections 41-664 and 41- 666 of the SAMC, prior to being submitted to the City Council, a public hearing on the proposed Zone Change must be held before the Planning Commission and the Planning Commission must transmit its recommendation on the proposed Zone Change to the City Council.

G. On August 12, 2024, the Planning Commission of the City of Santa Ana held a duly-noticed public hearing on the entirety of Amendment Application No. 2023-03, including both the proposed adoption of the Related Bristol Specific Plan (SP No. 5) and the proposed Zone Change, recommending approval of the Amendment Application No. 2023-03 to the City Council.

H. Based on the entire record before the City Council and all written and oral evidence presented, the City Council finds that the entirety of Amendment Application No. 2023-03, including both the proposed adoption of the Related Bristol Specific Plan (SP No. 5) and the proposed Zone Change, is consistent with the General Plan, including, but not limited to, its goals and policies, as follows:

The Project and requested Amendment Application No. 2023-03 to establish Specific Plan No. 5 are consistent with the following General Plan goals and policies:
• Goal CM-1: Recreation and Culture. Provide opportunities for public and private recreation and cultural programs that meet the needs of Santa Ana’s diverse population.
o Policy CM-1.6 Recreation on Private Property. Promote the development and use of privately-owned recreation and
entertainment facilities that help meet the needs of Santa Ana residents.
• Goal CM-3: Active Living and Well-being. Promote the health and wellness of all Santa Ana residents.
o Policy CM-3.2 Healthy Neighborhoods. Continue to support the creation of healthy neighborhoods by addressing public safety, land use conflicts, hazardous soil contamination, incompatible uses, and maintaining building code standards.
o Policy CM-3.5 Community Spaces. Encourage positive
community interactions and neighborhood pride to create secure communities and promote safe public spaces.

City Council 22 – 229 9/17/2024
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o Policy CM-3.8 Underutilized Spaces. Repurpose underutilized spaces and City-owned vacant land as a strategy to improve community health and increase the number and accessibility of opportunities for health and recreation activities. Prioritize the redevelopment of such sites within environmental justice area boundaries and other areas underserved by parks and
recreation opportunities
The Project is consistent with these General Plan Community Element goals and policies, as it provides for publicly-accessible recreation opportunities on the Project Site through its 13.1 acres of publiclyaccessible, programmable open space areas. The Project results in the redevelopment of a 41-acre site by introducing a mixed-use, urban village that encourages active and passive recreation. While the existing commercial development has no onsite open space acreage, the proposed specific plan requires the provision of onsite open space for both publicly-accessible and private open space areas. • Goal M-1: Comprehensive Circulation. A comprehensive and multimodal circulation system that facilitates the safe and efficient movement of people, enhances commerce, and promotes a
sustainable community.
o Policy M-1.6 Complete Streets. Transform travelways to accommodate all users through street design and amenities, such as sidewalks, trees, landscaping, street furniture, and bus shelters.
• Goal M-3: Active Transportation. A safe, balanced, and integrated network of travelways for nonmotorized modes of transportation that connects people to activity centers, inspiring healthy and active lifestyles.
o Policy M-3.2 Nonmotorized Travelway Amenities. Enhance nonmotorized travelways with amenities such as landscaping, shade trees, lighting, benches, crosswalks, rest stops, bicycle parking, and support facilities that promote a pleasant and safe experience.
o Policy M-3.7 Complete Streets Design. Enhance streets to facilitate safe walking, bicycling, and other nonmotorized forms of transportation through community participatory design. • Goal M-4: Transportation, Land Use, and Design. Coordinated transportation planning efforts with land use and design strategies that encourage sustainable development and achieve broader community goals.

City Council 22 – 230 9/17/2024
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o Policy M-4.1 Intense Development Areas. Program multimodal transportation and public realm improvements that support new development in areas along transit corridors and areas planned for high intensity development.
o POLICY M-4.2 Project Review. Encourage active transportation, transit use, and connectivity through physical improvements and public realm amenities identified during the City’s Development Review process.
o Policy M-4.5 Land Use Development Design. Ensure that building placement and design features create a desirable and active streetscape, by prioritizing pedestrian access directly from the street and placing parking lots to the rear of a development site.
o Policy M-4.7 Parking. Explore and implement a flexible menu of parking options and other strategies to efficiently coordinate the response to parking demands.
• Goal M-5: Sustainable Transportation. A transportation system that is attractive, safe, state-of-the-art, and supports community, environmental, and conservation goals.
o Policy M-5.1 Enhanced Street Design. Improve the beauty, character, and function of travelways with amenities such as landscaped parkways and medians, bike lanes, public art, and other amenities.

The Project is consistent with these General Plan Mobility Element goals and policies, as it provides for redevelopment of an existing, auto-oriented commercial center with a new mixed-use urban village that encourages multi-modal transit. Moreover, the proposed specific plan will introduce a walkable grid of streets and paseos, further encouraging pedestrian, bicycle, and alternate means of transportation both within and to/from the Project Site.
• Goal EP-1: Job Creation and Retention. Foster a dynamic local economy that provides and creates employment opportunities for all residents in the city.
o Policy Attract Business Strengthen and expand citywide business attraction efforts in order to achieve the city’s full employment potential.
• Goal EP-3: Business Friendly Environment. Promote a business friendly environment where businesses thrive and build on Santa Ana’s strengths and opportunities.

City Council 22 – 231 9/17/2024
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o Policy EP-3.4 Complete Communities. Encourage the
development of “complete communities” that provide a range of housing, services, amenities, and transportation options to support the retention and attraction of a skilled workforce and employment base.
o Policy EP-3.10 Rethinking Strip-Commercial. Promote the creation of distinctive neighborhood serving districts through the renovation or redevelopment of existing strip-commercial development.

The Project is consistent with these General Plan Economic Prosperity Element goals and policies, as it provides for redevelopment of an existing, auto-oriented commercial center with a new mixed-use urban village. The Project will contain a diverse range of employment opportunities for the commercial, senior continuum care, hotel, and residential communities that will take shape on the Project Site. • Goal OS-1: Parks, Open Space, and Recreation. Provide an integrated system of accessible parks, recreation facilities, trails, and open space to serve the City of Santa Ana.
o Policy OS-1.2 Parks and Recreation System. Provide and support a comprehensive and integrated network of parks, recreation facilities, trails, and open space that is diverse, with a variety of active and passive recreational opportunities. o Policy OS-1.5 Park and Open Space Types. Provide a mix of community, neighborhood, and special use parks, along with greenway corridors, natural areas, and landscape areas, to meet community needs for greenspace, recreation space, social space, and trail connectivity.
o Policy OS-1.9 New Development. Require all new development to provide adequate parks and open space, including via parkland dedication or development fees, in order to meet the City’s park standard. Ensure that new development includes pedestrian and multi-modal travelways to promote a quality living environment. For new development within park deficient and environmental justice areas, prioritize the creation and dedication of new public parkland over the collection of impact fees.
o Policy OS-1.10 Creative Solutions for Deficiencies. Develop creative and flexible solutions to provide greenspace and recreation activities in park-deficient neighborhoods. Encourage private and commercial recreational facilities that are physically City Council 22 – 232 9/17/2024
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open to the public and are affordable to residents of surrounding neighborhoods, and serve community needs.

The Project is consistent with these General Plan Open Space Element goals and policies, as it provides for redevelopment of an existing, auto-oriented commercial center with a new mixed-use urban village. The Project will contain 13.1 acres of total onsite public open space, which will be maintained for public access and enjoyment through both the Specific Plan’s goals and development standards, as well as the Project’s proposed Development Agreement (No. 2023-02).

The 13.1 acres of onsite open space comprise almost one-third of the entire site’s 41 acres, and will be programmed for both passive and active uses, with a minimum of four community events per year.

Moreover, the Project’s street frontages will contain new bike lanes, with stretches built as protected bike lanes, encouraging active recreation to and from the Project Site.
• Goal LU-1: Growing Responsibly. Provide a land use plan that improves quality of life and respects our existing community o Policy LU-1.1 Compatible Uses. Foster compatibility between land uses to enhance livability and promote healthy lifestyles. o Policy LU-1.3 Equitable Creation and Distribution of Open Space. Promote the creation of new open space and community serving amenities in park-deficient areas that keeps pace with the increase in multi-unit housing development, with priority given to those that are also within environmental justice area boundaries.
o Policy LU-1.5 Diverse Housing Types. Incentivize quality infill residential development that provides a diversity of housing types and accommodates all income levels and age groups. o Policy LU-1.6 Transit Oriented Development. Encourage residential mixed-use development, within the City’s District Centers, Urban Neighborhoods, and adjacent to high quality transit.
o Policy LU-1.8 Development Tradeoffs. Ensure that new
development projects provide a net community benefit.
o Policy LU-1.9 Public Facilities and Infrastructure. Evaluate individual new development proposals to determine if the proposals are consistent with the General Plan and to ensure that they do not compound existing public facility and service deficiencies.

City Council 22 – 233 9/17/2024
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• Goal LU-2: Land Use Needs. Provide a balance of land uses that meet Santa Ana’s diverse needs.
o Policy LU-2.1 Employment Opportunities. Provide a broad spectrum of land uses and development that offer employment opportunities for current and future Santa Ana residents. o Policy LU-2.2 Capture Local Spending. Encourage a range of commercial uses to capture a greater share of local spending, and offer a range of employment opportunities.
o Policy LU-2.3 Supportive Spaces. Provide a diversity of land uses that support residents, visitors, and businesses, such as open space, areas for community gatherings, and outdoor entertainment venues
o Policy LU-2.4 Cost and Benefit of Development. Balance the benefits of development with its fiscal impacts on the city and on quality of life for the community.
o Policy LU-2.5 Benefits of Mixed-Use. Encourage infill mixed-use development at all ranges of affordability to reduce vehicle miles traveled, improve jobs/housing balance, and promote social interaction.
o Policy LU-2.7 Business Incubator. Support land use decisions that encourage the creation, development, and retention of businesses in Santa Ana.
o Policy LU-2.8 City Image. Encourage land uses, development projects, and public art installations that promote the city’s image as a cultural, governmental, and business-friendly regional center.
o Policy LU-2.10 Smart Growth. Focus high density residential in mixed-use villages, designated planning focus areas, Downtown Santa Ana, and along major travel corridors.
• Goal LU-4: Complete Communities. Support a sustainable Santa Ana through improvements to the built environment and a culture of collaboration.
o Policy LU-4.5 VMT Reduction. Concentrate development along high quality transit corridors to reduce vehicle miles traveled (VMT) and transportation-related carbon emissions.

The Project is consistent with these General Plan Land Use Element goals and policies, as it provides for redevelopment of an existing, auto-oriented commercial center with a new mixed-use urban village.

City Council 22 – 234 9/17/2024
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The Project has been thoroughly evaluated for environmental impacts, as well as for market, fiscal impact, economic impact, and community benefits through multiple analyses. The proposed specific plan establishes a foundation for future developments within the specific plan area that provide a balance of commercial and residential land uses, conforming to the General Plan’s DC-5 land use designation and the South Bristol Street Focus Area’s goals. The infill nature of the Project encourages smart growth by conserving resources and locating new development in an already-urbanized, transit-oriented area adjacent to or near major employment centers. The Project conforms to all Vehicle Miles Travelled (VMT) guidelines adopted by the City and enhances the City’s image at a major intersection leading into Santa Ana.
• Goal UD-1: Physical Character. Improve the physical character and livability of the City to promote a sense of place, positive community image, and quality environment.
o Policy UD-1.1 Design Quality. Ensure all developments feature high quality design, materials, finishes, and construction. o Policy UD-1.2 Public Art. Require public art as part of major developments and the public realm improvements.
o Policy UD-1.4 Safety Through Design. Incorporate public safety design features into private and public developments to prevent loitering, vandalism, and other undesirable activities. o Policy UD-1.5 Attractive Public Spaces. Encourage community interaction through the development and enhancement of
plazas, open space, people places, and pedestrian connections with the public realm.
o Policy UD-1.6 Active Transportation Infrastructure. Support the creation of citywide public street and site amenities that accommodate and promote an active transportation-friendly environment.
• Goal UD-2: Sustainable Environment. Improve the built environment through sustainable development that is proportional and aesthetically related to its setting.
o Policy UD-2.1 Enhanced Public Realm Experience. Encourage development to enhance the existing environment through the use of creative architectural design and sustainable streetscape treatments that are consistent on each corridor.

City Council 22 – 235 9/17/2024
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o Policy UD-2.2 Compatibility and Use With Setting. Employ buffers and other urban design strategies to encourage the compatibility of new development with the scale, bulk, and pattern of existing development.
o Policy UD-2.4 Intentional Design. Encourage design and architecture on private and public property that accentuate focal points, activity nodes, and historic areas.
o Policy UD-2.5 Relation to Surroundings. Ensure new
development exhibits a functional, comfortable scale in relation to its neighborhood.
o Policy UD-2.7 Building and Strengthening Identity. Collaborate with community stakeholders to strengthen and foster
development of community and neighborhood identity and
district character through complementary architecture, unique streetscapes, and programming.
o Policy UD-2.10 Greening the Built Environment. Promote planting of shade trees and require, where feasible,
preservation and site design that uses appropriate tree species to shade parking lots, streets, and other facilities, with the goal of reducing the heat island effect.
• Goal UD-3: Attractive Travelways. Create and maintain safe and attractive travelways through coordinated streetscape design. o Policy UD-3.3 Foster Community Building. Promote a safe environment that facilitates social interaction and improves active transportation along corridors.
o Policy UD-3.4 Improvements to Streetscape. Promote
streetscape improvement plans that are responsive to
community needs, the nature of adjacent uses, path
characteristics, street classification, pedestrian scale, and view corridors.
o Policy UD-3.6 Linear Park System. Support open space
improvements along roadways and nonvehicular paths, such as bike or multiuse trails, to create linear open space that connect to a network of parks and activity areas throughout the city. o Policy UD-3.8 Pleasant Travel Experience. Maximize the use of street trees and parkway landscaping to create a pleasant travel experience and positive city image.
• Goal UD-4: Nodes and People Places. Create nodes and urban hubs throughout the City to foster community, education, arts and culture, City Council 22 – 236 9/17/2024
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business activities, entertainment, and establish Santa Ana as a vibrant center.
o Policy UD-4.1 Intentional Development. Support development growth in nodes consistent with the City’s vision as the dynamic urban center of Orange County.
o Policy UD-4.2 Image Making Through Architecture. Promote development within nodes to reflect the significance of the area and cultivate a positive image of Santa Ana through high quality architecture.
o Policy UD-4.3 Activate Open Space. Ensure architectural and landscape design activates open space as a means to promote community interaction and enhance the aesthetic quality of development.
o Policy UD-4.4 Vibrant Street Life. Encourage development within nodes that promotes pedestrian activities, enhanced amenities, and engaging designs that allow for discovery, excitement, and social interaction.
• Goal UD-5: Focus Intersections. Create focal points at major intersections to enhance community identity and open space. o Policy UD-5.1 Building Presence at Intersections. Create a strong presence at focus intersections by locating intense building mass and open space areas along the street that include high quality design and materials.
• Goal UD-7: Gateways. Create and strengthen gateways into the City that promote a sense of arrival.
o Policy UD-7.1 First Impression. Strengthen the architectural design of developments near gateways to communicate a sense of arrival and inspire positive images of the City.
o Policy UD-7.2 Streetscape Improvements. Enhance Santa Ana’s gateways to include unique and distinctive streetscape improvements.

The Project is consistent with these General Plan Urban Design Element goals and policies. The Project improves a major site at a gateway intersection leading into Santa Ana by redeveloping an outdated, autooriented strip-commercial center with a dynamic, mixed-use urban village that complements the scale an intensity of existing developments surrounding the Project Site. Through onsite private streets and improvements to public streets along the site’s street frontages, the specific plan will create attractive travelways and establish activity nodes City Council 22 – 237 9/17/2024
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at the intersections of Bristol Street and Sunflower Avenue, and Bristol Street and MacArthur Boulevard, near the interchange of Bristol Street and the San Diego (I-405) Freeway. The redevelopment of the existing site will establish a new gateway into Santa Ana that is consistent with the South Bristol Street Focus Area’s vision for the Project Site. • Goal HE-1: Livable and affordable neighborhoods with healthy and safe housing conditions, community services, well-maintained infrastructure, and public facilities that inspire neighborhood pride and ownership.
o Policy HE-1.3 Complete Neighborhoods. Improve neighborhood quality by locating or providing access to complementary services and public facilities, including the integration of community gardens and access to healthy food options in neighborhoods.
o Policy HE-1.4. Healthy Neighborhoods. Create and maintain parks and open spaces; plant trees, green parkways, and medians; support access to healthy food options; and maintain a continuous pattern of pathways that encourage an active and healthy lifestyle.
o Policy HE-1.10. Parking Management. Support innovative and creative strategies that proactively minimize parking impacts and deficiencies within residential neighborhoods, including parking management requirements, installation of parking lifts, and incentives for active transportation.
• Goal HE-2. Foster an inclusive community with a diversity of quality housing, affordability levels, and living experiences that accommodate Santa Ana’s residents and workforce of all household types, income levels, and age groups.
o Policy HE 2.3. Urban Villages. Create higher intensity, mixeduse urban villages and pedestrian-oriented experiences that access and support the office centers, commercial services, and cultural activities within District Centers and Urban
Neighborhood designated areas.
o Policy HE-2.4. Rental Housing. Facilitate the construction of rental housing for Santa Ana’s residents and workforce, with a commitment to provide rental housing for extremely low-, very low-, and low-income residents as well as moderate income Santa Ana workers.
o Policy HE-2.6. Housing Design. Require excellence in
architectural design through the use of materials and colors, City Council 22 – 238 9/17/2024
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building treatments, landscaping, open space, parking, and environmentally sensitive (“green”) building and design practices.
• Goal HE-4. Provide sufficient rental and ownership housing opportunities and supportive services for seniors, people with disabilities, families with children, and people experiencing homelessness.
o Policy HE-4.1. Senior Housing. Support development of affordable senior rental and ownership housing, readily accessible to support services; provide assistance for seniors to maintain and repair their homes to facilitate the maximum independent living.

The Project is consistent with these General Plan Housing Element goals and policies. The Project will provide high-quality diversity of rental housing for Santa Ana’s residents and workforce. Through the Project’s Development Agreement, the Project will provide inclusionary housing fees that will be used by the City to provide onsite affordable housing opportunities in the community. Through innovative use of land, the Project will provide for healthy communities with 13.1 acres of onsite open space, a full-service grocer, and underground parking, freeing up valuable acreage for the development of community-serving commercial, residential, and open space land uses.

Moreover, the SP and requested entitlements address General Plan consistency for the South Bristol Street Focus Area in the following manners:
• The District Center-High is a mixed-use designation identified in the General Plan as including “high density urban villages consisting of visually striking and dynamic buildings and spaces with a wide range and mix of residential, live-work, commercial, hotel, and employmentgenerating uses.” • Table LU-2 of the General Plan (Buildout) identifies an assumed housing growth of 5,272 units in the District; the proposed 3,750 falls within the assumed growth.
• Table LU-8 of the General Plan identifies the DC-5 area as allowing a maximum Floor Area Ratio of 5.0, or 125 dwelling units per acre and a maximum height of 25 stories. The General Plan allows the FAR to be calculated on a gross basis for an individual development Project. • The General Plan’s District Center designation would allow up to 8,733,780 square feet of mixed uses, inclusive of residential uses, based on the maximum FAR of 5.0 over the 41.13-acre (gross) site. As proposed, the Related Bristol will result in an FAR of 2.7, well within the maximums allowed in the General Plan. No General Plan Amendment is required nor proposed.

City Council 22 – 239 9/17/2024
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• The General Plan envisions “urban villages”, “an intense multistory presence” and “mixed use opportunities”. The Development Plan implements this vision with a range of building heights and configurations in two mixed-use Districts/Villages, with heights and intensities within the limits identified in the General Plan. • The General Plan requires fiscal neutrality (Policy LU 2.4). The Project results in positive fiscal impacts.
• The General Plan calls for community involvement (Policy LU 3.2).

Significant outreach has occurred as outlined in Specific Plan Section

2.5, Community Engagement.
• The General Plan encourages areas for community gathering and outdoor entertainment (Policy LU 2.3). The Specific Plan includes approximately 13 acres of open space, which includes public plaza areas and a central park, accessible to the public and allowing for outdoor entertainment.
• The Specific Plan area is not within an Environmental Justice area.

However, as designed, the provision of nearly one-third of the 41-acre site for publicly accessible open space with active and passive recreation opportunities is a means of addressing open space deficiencies prevalent in many portions of Santa Ana.

G. The City Council has weighed and balanced the General Plan’s policies and has determined that, based upon this balancing, the Project at 3600 Bristol Street and Amendment Application No. 2023-03, including the Related Bristol Specific Plan (SP No. 5) and the Zone Change, are consistent with the purpose of the General Plan.

H. The City Council also adopts as findings all facts presented in the Request for City Council Action dated September 17, 2024 and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. For these reasons, and each of them, Amendment Application No. 2023-03 is hereby found and determined to be consistent with the General Plan of the City of Santa Ana and otherwise justified by the public necessity convenience and general welfare.

Section 2. The City prepared a Draft Supplemental Environmental Impact Report (“SEIR”) that analyzed the Project’s environmental impacts in accord with the California Environmental Quality Act (Public Resources Code, §§ 21000 et seq., “CEQA”), the regulations promulgated thereunder (14 Cal. Code of Regulations, §§ 15000 et seq., the “CEQA Guidelines”), and the City’s Local CEQA Guidelines. The Draft SEIR was made available for public review for 45 days between July 6, 2023 and August 21, 2023. The document was made available online at the City of Santa Ana website and available for review at City Hall and the City of Santa Ana Public Library in hard copy form. In response to comments received on the Draft SEIR, the City prepared a Final SEIR and released it to the public on August 1, 2024. The Final SEIR in the City Council Resolution approving the Final SEIR is incorporated herein by reference. The City Council Resolution recommends certification of the Final SEIR (SCH No.

City Council 22 – 240 9/17/2024
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2020029087), adoption of findings under CEQA, and adoption of the Mitigation Monitoring and Reporting Program and the Statement of Overriding Considerations, and among other things, properly assesses the environmental impact of the Project in accordance with CEQA. This Resolution incorporates by reference the environmental findings and analysis set forth in the Resolution for the Final SEIR (SCH No. 2020029087) as if fully set forth herein.

Section 3. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves the Amendment Application No. 2023-03, and specifically, approves and adopts the Related Bristol Specific Plan (SP No. 5), a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by this reference. This approval is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: The Request for City Council Action dated September 17, 2024, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference.

Section 4. The City Council of the City of Santa Ana, after conducting the public hearing, also hereby approves the Zone Change for the Project Site from General Commercial (C2) and Commercial Residential (CR) to Related Bristol Specific Plan (SP No. 5), as set forth in Amended Sectional District Map No. 35-5-10, a true and correct copy of which is attached hereto as Exhibit B and incorporated herein by this reference. This approval is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: The Request for City Council Action dated September 17, 2024, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference.

Section 5. The documents and materials associated with this Ordinance that constitute the record of proceedings on which these findings are based are located at Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, CA 92701. The City Clerk is the custodian of records for the record of proceedings.

Section 6. Pursuant to Government Code Section 66020, the Applicant may protest the imposition of fees, dedications, reservations, or other exactions imposed on this development Project by taking the necessary steps and following the procedures established by Sections 66020 through 66022 of the California Government Code.

Page 15 of 16 ends

concerning the Project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve the legal counsel providing the City’s defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action.

Section 8. If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this Ordinance and each section, subsection, sentence, clause, phrase, or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional.

ADOPTED this 17th day of September, 2024.
_______________________
Valerie Amezcua
Mayor
APPROVED AS TO FORM:

SONIA R. CARVALHO
City Attorney
By:_______________________________
Laura A. Rossini
Chief Assistant City Attorney
AYES: Councilmembers: ________________________________________ NOES: Councilmembers: ________________________________________ ABSTAIN: Councilmembers: ________________________________________ NOT PRESENT: Councilmembers:________________________________________ City Council 22 – 242 9/17/2024
Ordinance No. NS-____

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CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, Jennifer L. Hall, City Clerk, do hereby attest to and certify the attached Ordinance No.

NS-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on September 17, 2024.

Date: ________________ _____________________
Jennifer L. Hall
City Clerk
City of Santa Ana
City Council 22 – 243 9/17/2024
Exhibit A to Exhibit 3 – Link to Specific Plan Document The Final Draft Related Bristol Specific Plan document is available:

Online on the City’s project webpage at: https://www.santa-ana.org/relatedcalifornia-bristol-specific-plan/ Physically at:

City Hall, Planning Counter
20 Civic Center Plaza
Santa Ana, CA 92701
or
Santa Ana Newhope* Library
122 N. Newhope Street
Santa Ana, CA 92703
Copies of the Related Bristol Final Supplemental Environmental Impact Report (SEIR) are also available for viewing online and in print at the same locations. *Please note that the Final Draft Related Bristol Specific Plan and the Draft SEIR were originally posted at the Santa Ana Main Library, but due to a temporary closure of the facility stemming from renovations, the Final SEIR and related materials are physically available at the Newhope Library City Council 22 – 244 9/17/2024
A1 GENERAL AGRICULTURAL CSM SOUTH MAIN STREET COMMERCIAL DIST. R2 TWO- FAMILY RESIDENCE - B PARKING MODIFICATION C1 COMMUNITY COMMERCIAL GC GOVERNMENT CENTER R3 MULTIPLE- FAMILY RESIDENCE - OZ OVERLAY ZONE C1- MD COMMUNITY COMMERCIAL - MUSEUM DIST. M1 LIGHT INDUSTRIAL R4 SUBURBAN APARTMENT C2 GENERAL COMMERCIAL M2 HEAVY INDUSTRIAL RE RESIDENTIAL ESTATE C4 PLANNED SHOPPING CENTER O OPEN SPACE SD SPECIFIC DEVELOPMENT - HD2 HEIGHT DISTRICT II C5 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECIFIC PLAN
CR COMMERCIAL RESIDENTIAL R1 SINGLE- FAMILY RESIDENCE OZ1 METRO EAST OVERLAY ZONE

PLANNED RESIDENTIAL

DEVELOPMENT - PRD
City of Santa Ana, California

ZONING DISTRICTS

ARTESIA ST

PACIFIC
AV

FOREST AV

WAKEHAM PL

JOANE WY

JUNIPER
ST

GREENVILLE ST

SHEFFIELD RD
ALTON
AV
AURORA
ST
ORION
AV
CURIE
AV
UP RR

CRAWFORD GN
SILVER
SPUR

SUMM ER WIN D
BAY
CREST

TWILIGHT BLACKHAWK DR

DEEREFIELD RD

MOORE AV

SEA CLIFF

RITA WY

DEEGAN DR

MANITOBA DR

MADDOCK ST

GRISET PL

DIAMOND ST

CENTER ST

TOWNSEND ST

DOUGLAS ST

LINDA WY

SALTA ST

WEST WIND

OCEAN CREST

RENE DR

JAGUAR WAY

SEA BREEZE

GARRY AV

REMBRANDT

PICASSO

RED FOX RD

MEADOWBROOK DR

CALLENS COM

PLAZA DR

ASPEN VILLAGE WY

SANTA FE VILLAGE DR

S BRISTOL ST

BEAR ST

W MACARTHUR BLVD

W ALTON AV

SUNFLOWER AV

RAITT ST
R1-PRD
R2-PRD
R2-PRD
R2-PRD
R2-PRD
R1-PRD
R1-PRD
R2-PRD
R1-PRD R1-PRD
R1-PRD
A1
A1 A1 A1 A1 A1 A1
A1
C1
C1
C1
C4
CR
M1
M1

O O O O O
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1 R1
R1 R1
R1
R3
R4
R4
R4 R4
SD4
SD44
SD48
SD48
SD51
SD6
SD7
O
O
R1
O
SD5
C4
C2 C2
C2
CR
O
SP5
C2
N/A N/A 36-5-10
26-5-1025-5-1036-5-1026-5-10 26-5-10 34-5-10
N/A N/A34-5-10
Exhibit:

Print Date: 7/30/24
Sectional District Map: 35-5-10 I
B
City Council 22 – 245 9/17/2024
55394.00062\42643158.1
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ORDINANCE NO. NS-____

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY

OF SANTA ANA APPROVING DEVELOPMENT
AGREEMENT NO. 2023-02 FOR A MIXED-USE

DEVELOPMENT, KNOWN AS THE RELATED BRISTOL
SPECIFIC PLAN PROJECT, AT 3600 BRISTOL STREET

BETWEEN THE CITY OF SANTA ANA AND GREENVILLE

RANCH LLC, BSG WEST BRISTOL LLC, AND MCG

BRISTOL WEST LLC

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS:

Section 1. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows:

C. The City of Santa Ana (“City”) is authorized, pursuant to Government Code Sections 65864 through 65869.5, to enter into development agreements with persons having legal or equitable interests in real property for the purpose of establishing certainty for both City and owner in the development process.

D. Because of the logistics, magnitude of the expenditure and considerable lead time prerequisite to planning and developing the Project, Applicant has proposed to enter into a development agreement concerning the Project (“Development Agreement No. 2023-02”) to provide assurances that the Project can proceed without disruption caused by a change in the City's planning policies and requirements except as provided in the Development Agreement No. 2023-02, which assurance will thereby City Council 22 – 246 9/17/2024
55394.00062\42643158.1
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reduce the actual or perceived risk of planning for and proceeding with development of the Project.

E. On August 12, 2024, the Planning Commission of the City of Santa Ana held a duly-noticed public hearing on the proposed Development Agreement No. 2023-02, recommending City Council approval of Development Agreement No. 2023-02.

F. Entering into this Development Agreement No. 2023-02 would provide the City with extraordinary and significant benefits that are of regional significance, relate to existing deficiencies in public facilities, require the Property Owners to contribute a greater percentage of benefits than would otherwise be required, and represent benefits which would not otherwise be required as part of the development process.

G. The Project and the use that the Property Owners propose in connection with the Project have been extensively reviewed and considered by the City Council, and such proposed development and use have been found to accommodate the City’s recommendations and suggestions in order to protect the public’s interest to enhance the desirability of such proposed development and use. The terms and conditions of this Development Agreement No. 2023-02 are fair, just and reasonable, and the City Council has concluded that the pursuit of the Project will serve the interests of the City.

H. Based on the entire record before the City Council and all written and oral evidence presented, the City Council finds the Development Agreement No. 2023-02 in the public’s interest and results in substantial community benefits because it meets and facilitates the fulfillment of many of the City’s adopted General Plan “Issues, Goals and Policies” for each individual element, as further documented in the Ordinance of the City Council approving Amendment Application No. 2023-03 to establish the Related Bristol Specific Plan (SP No. 5) and approve the Zone Change.

Page 3 of 5 ends

Monitoring and Reporting Program and the Statement of Overriding Considerations, and among other things, properly assesses the environmental impact of the Project in accordance with CEQA. This Resolution incorporates by reference the environmental findings and analysis set forth in the Resolution for the Final SEIR (SCH No. 2020029087) as if fully set forth herein.

Section 3. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves the Development Agreement No. 2023-02, a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by this reference, and authorizes the City Manager and Clerk of the Council to execute it on behalf of the City with such non-substantive changes as may be authorized by the City Manager and City Attorney. The Clerk of the Council is hereby authorized and directed to cause this Development Agreement No. 2023-02 to be recorded with the County Recorder’s Office.

Section 4. This Ordinance shall not be effective unless and until the City Council Resolution for Final SEIR No. 2020029087, the Planning Commission Resolution for VTTM No. 2023-01, the City Council Ordinance for AA No. 2023-03, and the City Council Resolution to Overrule the Orange County/John Wayne Airport Land Use Commission’s determination of inconsistency are adopted and become effective. If said resolutions and ordinance are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise do not go into effect for any reason, then this Ordinance shall be null and void and have no further force and effect.

Section 5. This Ordinance shall not be effective unless and until the City receives a fully executed copy of the Development Agreement No. 2023-02, including the executed Joinder of the Fee Owners of the Property. If the fully executed copy of the Development Agreement No. 2023-02 is not received by the City Clerk within 30 days of the approval of this Ordinance by the City Council, then this Ordinance shall be null and void and have no further force and effect.

Section 6. The documents and materials associated with this Ordinance that constitute the record of proceedings on which these findings are based are located at Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, CA 92701. The City Clerk is the custodian of records for the record of proceedings.

Section 7. Pursuant to Government Code Section 66020, the Applicant may protest the imposition of fees, dedications, reservations, or other exactions imposed on this development project by taking the necessary steps and following the procedures established by Sections 66020 through 66022 of the California Government Code.

Section 8. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such City Council 22 – 248 9/17/2024
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other procedures), judgments, orders, and decisions (collectively “Actions”), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the Project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve the legal counsel providing the City’s defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action.

Section 9. If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this Ordinance and each section, subsection, sentence, clause, phrase, or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional.

Section 10. This Ordinance shall be effective thirty days after its adoption provided the conditions precedent set forth above have been satisfied. The City Clerk shall certify the adoption of this Ordinance and shall cause the same to be posted as required by law. Pursuant to Government Code Section 65868.5, within 10 days following the entering into of the Development Agreement, as evidenced by full execution thereof, the City Clerk shall record with the Orange County Recorder a copy of the Development Agreement.

ADOPTED this 17th day of September, 2024.
_______________________
Valerie Amezcua
Mayor
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APPROVED AS TO FORM:

City Attorney
_______________________________
Sonia R. Carvalho
City Attorney

AYES: Councilmembers: ________________________________________ NOES: Councilmembers: ________________________________________ ABSTAIN: Councilmembers: ________________________________________ NOT PRESENT: Councilmembers:________________________________________

CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, Jennifer L. Hall, City Clerk, do hereby attest to and certify the attached Ordinance No.

NS-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on September 17, 2024.

Date: ________________ ____________________________________ City Clerk
City of Santa Ana
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55394.00062\42643158.1
Exhibit A
Development Agreement No. 2023-02
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RECORDED AT REQUEST OF: )
)
AND WHEN RECORDED RETURN TO: )
City of Santa Ana )
20 Civic Center Plaza (M-30) )
Santa Ana, CA 92702 )
Attention: Clerk of the Council )
)
______________________________________________________________________________ Exempt from filing fees pursuant to Government Code §27383 DEVELOPMENT AGREEMENT NO. 2023-02

A DEVELOPMENT AGREEMENT BETWEEN

CITY OF SANTA ANA
and

RCR BRISTOL, LLC

A DELAWARE LIMITED LIABILITY COMPANY
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DEVELOPMENT AGREEMENT NO. 2023-02
This Development Agreement (“Agreement”) is entered into as of this ___ day of ___________, 2024 by and between the City of Santa Ana, California (“City”) on the one hand, and RCR BRISTOL, LLC, a Delaware limited liability company (“Owner” or “RCR”), on the other hand. City and Owner may be referred to in this Agreement individually as a “party” or collective as the “parties.”

RECITALS
A. City is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864, et seq. of the Government Code. RCR has an option to enter into a long-term ground lease to the Property, which ground lease constitutes an equitable interest in the Property.

B. This Agreement constitutes a current exercise of City’s police powers to provide predictability to RCR in the development approval process by vesting the permitted uses, density, intensity of use, timing and phasing of development, and applicable ordinances consistent with the Development Plan in exchange for RCR’s commitment to provide significant public benefits to City as set forth in Section 4 below.

C. RCR has requested that City enter into this Agreement and proceedings have been taken in accordance with applicable State law and the rules and regulations of the City in furtherance thereof.

D. The best interests of the citizens of the City of Santa Ana and the public health, safety and welfare will be served by entering into this Agreement.

E. The City Council hereby finds and determines that this Agreement is of major significance because it will provide significant economic benefit to the City through additional jobs created by the construction and operation of the Project, property and sales tax revenue to the City, infrastructure improvements, neighborhood revitalization, and general economic benefit.

F. The provision by RCR of the public benefits as set forth in Section 4 below allows the City to realize significant economic, recreational, open space, educational, social, and other public benefits to City. These public benefits will advance the interests and meet the needs of Santa Ana residents and visitors to a significantly greater extent than would development of the Property without this Agreement.

G. The physical effects, if any, of the Project and this Agreement have been analyzed pursuant to the California Environmental Quality Act as amended to date and as documented in the Final Environmental Impact Report entitled “Related Bristol Specific Plan Final Supplemental Environmental Impact Report” (State Clearinghouse House No. 2020029087 and City of Santa Ana DP No. 2022-31 (“Project FEIR”).

H. This Agreement and the Project are consistent with the Santa Ana General Plan.

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

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J. Development of the Property in accordance with this Agreement will provide substantial benefits to City, as set forth in Section 4 below, and as stated Sections 1.4 and 2.1 of the Specific Plan. will further important policies and goals of City.

K. This Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Section 65864, et seq. of the Government Code are intended.

L. On August 29, 2023, the City Council held a public hearing and authorized the City’s Planning Division to draft findings and issue a determination overruling the County of Orange Airport Land Use Commission’s Determination of Inconsistency associated with the Project and to provide notice of same in accordance with Section 21676(b) of the Public Utilities Code to the County of Orange Airport Land Use Commission and the State of California Department of Transportation’s Division of Aeronautics.

M. On August 12, 2024 City’s Planning Commission held a public hearing on this Agreement, made findings and determinations with respect to this Agreement, and recommended to the City Council that the City Council approve this Agreement.

N. On September 17, 2024, the City Council held a public hearing introducing this Agreement and considered the Planning Commission’s recommendations and the testimony and information submitted by City staff, RCR, and members of the public. On ________, consistent with applicable provisions of State law and the rules and regulations of the City, the City Council adopted Ordinance No. ___ finding this Agreement consistent with the City’s General Plan and approving and adopting this Agreement.

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

1. DEFINITIONS AND EXHIBITS.

1.1. Definitions. The following terms when used in this Agreement (including in the recitals above) shall be defined as follows:

1.1.1. “Assigned Rights” has the meaning set forth in Section 2.5.1 hereof.

1.1.2. “Assignment and Assumption Agreement” has the meaning set forth in Section

2.5.1 hereof.

1.1.3. “Assumed Obligations” has the meaning set forth in Section 2.5.1 hereof.

1.1.4. “Agreement” means this Development Agreement.

1.1.5. “City” means the City of Santa Ana, a charter city and California municipal corporation.

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1.1.6. “City Attorney” means the City of Santa Ana City Attorney.

1.1.7. “City Council” means the duly elected city council of the City of Santa Ana.

1.1.8. “Development” means the improvement of the Property for the purposes of completing the structures, improvements, and facilities comprising the Project including, but not limited to: grading; construction of infrastructure and other public facilities; construction of buildings and structures; installation of landscaping consistent with this Agreement. “Development” does not include the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof.

1.1.9. “Development Impact Fee” means a monetary exaction other than a tax or special assessment, whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis, that is charged by a local agency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development project, but does not include fees for processing applications for governmental regulatory actions or approvals.

1.1.10.“Development Plan” means the plan for development of the Property pursuant to the Project Approvals as set forth in Exhibit “C.”

1.1.11.“Development Project Review Approvals” refers to the administrative review of all projects meeting the requirements of Division 3 of Article V of Chapter 41 (Zoning) of the Santa Ana Municipal Code as may be required by the Project Approvals.

1.1.12.“Discretionary Action” or “Discretionary Approval” means an action that requires the exercise of judgment, deliberation, or discretion on the part of the City, including any board, agency, commission, or department and any officer or employee thereof, in the process of approving or disapproving Development of the Project, as distinguished from an activity that is defined herein as a Ministerial Permit or Ministerial Approval (i.e., Development Project Review Approvals).

1.1.13. “Effective Date” means the date the ordinance approving and authorizing this Agreement becomes effective.

1.1.14.“Executive Director” has the meaning set forth in Section 2.5.1 hereof.

1.1.15.“Existing Land Use Regulations” means the Land Use Regulations that are in effect on the Effective Date, pursuant to California Government Code Section 65866.

1.1.16. “Existing Project Approvals” means all Project Approvals approved or issued on or before the Effective Date.

1.1.17.“Fee Owners” shall collectively mean Greenville Ranch, LLC, BSG West Bristol, LLC, and MCG Bristol West, LLC, and their respective successors and assigns.

1.1.18.“Future Project Approvals” means Project Approvals for the Project that are adopted, approved, or issued after the Effective Date.

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1.1.19.“Ground Lease” means the long term ground lease to be entered into by and between the Fee Owners, as ground lessors, and Owner, as ground lessee.

1.1.20.“Land Use Regulations” means all ordinances, laws, resolutions, codes, rules, regulations, policies, requirements, guidelines, or other actions of City, including but not limited to the provisions set forth in the City’s General Plan, Municipal Code, that affect, govern, or apply to the Development of the Project and use of the Property in a manner consistent with this Agreement, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the Development of the Property, subject to the terms of this Agreement, whether adopted by the City Council or the voters in an initiative. “Land Use Regulations” does not include any City ordinance, resolution, code, rule, regulation or official policy, governing:
(a) the conduct of businesses, professions, and occupations; (b) taxes (special or general) and assessments;
(c) the control and abatement of nuisances;
(d) the granting of encroachment permits and the conveyance of rights and interests that provide for the use or the entry upon public property; (e) the exercise of the power of eminent domain.

1.1.21.“Leasehold Estate” means the leasehold estate to be created under the Ground Lease.

1.1.22.“Owner” means RCR or, as to each Project Phase that is the subject of a Sub Ground Lease, the Sub Ground Lessee under such Sub Ground Lease, and their successors in interest to all or any part of the applicable leasehold estate.

1.1.23.“Ministerial Approval,” or “Ministerial Act” means the nondiscretionary permits, plans, inspections, certificates, documents and licenses required to be taken, issued, or approved by the City in order for Owner to develop the Project, including, without limitation, building permits, grading permits, Development Project Review Approvals, and other similar permits and approvals. Any approval or act that is not a Discretionary Approval is a Ministerial Approval.

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

1.1.25.“Project” means the development of the Property, as more specifically described in Exhibit “A” and shown on Exhibit “B,” pursuant to the Project Approvals and the Development Plan, as such Development Plan may be further defined, enhanced, or modified pursuant to the provisions of this Agreement.

1.1.26.“Project Open Space” means the approximately 13.1 acres of publicly accessible open-space areas, as defined in the Specific Plan, to be ground leased and maintained by Owner.

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1.1.27.“Project Phase” shall mean a portion of the development of the Property as contemplated by the Project Approvals. To avoid confusion, a “Project Phase” may include one or more Development phases and shall not be limited to any single Specific Plan Phase and may consist of a portion of a Specific Plan Phase.

1.1.28.“Project Approvals” means all site-specific (meaning specifically applicable to the Project only and not generally applicable to some or all other properties within the City) plans, maps, permits, entitlements, approvals (including Development Project Review Approvals), and entitlements of every kind and nature that are sought or agreed to in writing by Owner in its sole and absolute discretion for Development of the Project and that are approved by the City. Project Approvals include, but are not limited to, general plan amendments, specific plan approvals or amendments, site plans, development project review approvals, tentative and final subdivision maps, design guidelines, variances, zoning designations, conditional use permits, grading, building, and other similar permits, the site-specific provisions of general plans, environmental assessments, including environmental impact reports and negative declarations. A list of the Project Approvals is set forth in Exhibit “C.”

1.1.29.“Property” means the real property described in Exhibit “A” and shown in Exhibit “B” to this Agreement. The Property is approximately 41.13 gross acres in size and is occupied by the Metro Town Square commercial development as of the Effective Date. It is composed of nine Assessor Parcel Numbers (APNs): 412-131-12, 412-131-13, 412-131-14, 412- 131-16, 412-131-17, 412-131-22, 412-131-24, 412-131-25 and 412-131-26.

1.1.30.“Public Benefit” refers to those benefits provided to the City and the community by Owner pursuant to Section 4 below.

1.1.31.“Reservation of Rights” means the rights and authority excepted from the assurances and rights provided to Owner under this Agreement and reserved to City under Section 3.3 of this Agreement.

1.1.32.“Specific Plan Phase” means any one of the three phases as shown on Figure 6-2 (Conceptual Phasing Plan) of the Related Bristol Specific Plan.

1.1.33.“Sub Ground Lease” shall mean a sub ground lease entered into by Owner with a third party pursuant to the terms of which Owner sub ground leases to such third party the portion of the Property referenced therein.

1.1.34.“Sub Ground Lessee” shall mean the lessee under any Sub Ground Lease.

1.1.35.“Sub Leasehold Estate” means the leasehold estate created under any Sub Ground Lease.

1.1.36.“Term” has the meaning ascribed thereto in Section 2.4.1 below.

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

Exhibit “A” – Legal Description of the Property
Exhibit “B” – Map showing Property and its location
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Exhibit “C” – Development Plan and list of Project Approvals

2. GENERAL PROVISIONS.

2.1. Binding Effect of Agreement. The Property is hereby made subject to this Agreement.

Development of the Property is hereby authorized and shall be carried out in accordance with the terms of the Development Plan, the Project Approvals, and this Agreement. This Agreement shall be recorded against the Property, subject to the terms and conditions of the Joinder attached hereto, which shall be executed by the Fee Owners and shall also bind the fee title to the Property subject to the terms and conditions of the Joinder attached hereto.

2.2. Ownership of Property. Owner represents and covenants that it has an option to enter into the Ground Lease, which Ground Lease constitutes an equitable interest in the Property. The Property’s fee simple owners are the Fee Owners as defined in Section 1.1.18. Owner does not have a fee simple interest in the Property.

2.3. City Council Findings. The City Council finds that:

2.3.1. This Agreement is consistent with the City’s General Plan.

2.3.2. This Agreement ensures a desirable and functional community environment, provides effective and efficient development of public facilities, infrastructure, and services appropriate for the development of the Project, and enhances effective utilization of resources within the City.

2.3.3. This Agreement provides public benefits beyond those that are necessary to mitigate the development of the Project, as set forth in Section 4 below.

2.3.4. This Agreement strengthens the public planning process, encourages private participation in comprehensive planning, and reduces costs of development and government.

2.3.5. The best interests of the citizens of the City and the public health, safety, and welfare will be served by entering into this Agreement.

2.4. Term.

2.4.1. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of twenty (20) years thereafter (the “Initial Term”), unless modified or extended pursuant to the provisions of this Agreement. Together, the Initial Term and any extension under this Agreement shall constitute the “Term.” The Term, including all possible extensions, shall not exceed twenty-five-years unless this Agreement is amended to allow further extensions. Owner shall execute this Agreement which shall be recorded against the Property no later than ten (10) days following Owner’s receipt of the fully-executed, recordable Agreement from the City. If Owner fails to enter into the Ground Lease within one (1) year of the Effective Date then this Agreement shall be null and void and of no further force or effect and the parties shall record a “Termination Release” as set forth in Section 10.1 below. (a) Owner has represented to City that Fee Owners are aware and understand of all of the terms of this Agreement and have consented to recordation of this Agreement against the Property subject to the terms and conditions of the Joinder attached hereto. Fee Owner shall City Council 22 – 258 9/17/2024

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execute the Joinder attached to this Agreement and the properly executed Joinder shall be provided to City no later than ten (10) days after approval of this Agreement by the City Council. (b) It is anticipated that Parties will sign the Development Agreement upon approval of the Agreement by the City Council. Owner and Fee Owner shall cause this Agreement to be timely recorded against the Property no later than ten (10) days following Owner’s receipt of the fully-executed, recordable Agreement from the City. (c) Failure of Owner to record this Agreement against the Property within ten (10) days following the receipt of the fully-executed, recordable Agreement from the City shall constitute an event of default by Owner under this Agreement.

2.4.2. The Initial Term of this Agreement shall be automatically extended by up to five (5) years if Owner achieves the following milestones: grading permits have been issued and construction has commenced on: (i) no less than 250,000 square feet of non-residential floor area (e.g., grocer, retail, restaurants); and (ii) a hotel, subject to financial feasibility. Owner shall remain eligible for the five (5) year extension if Owner determines that a hotel is financially infeasible and City, employing a commercial reasonableness standard, affirms same. Owner shall within 30 days reimburse City for the reasonable cost of the City’s review of the hotel financial feasibility study.

2.4.3. If Owner fails to satisfy the prerequisites to securing the automatic extension, the City Council may nonetheless elect, in its sole discretion, to grant one or more extensions if Owner provides the City with a plan that includes a Development timeline and specific Development milestones.

2.4.4. When the Term ends, Owner shall have no vested right under this Agreement, regardless of whether or not Owner has paid City any Development Impact Fee.

2.4.5. If any party other than Owner initiates litigation that challenges the Project, this Agreement (and/or the ordinance approving this Agreement), or any of the Existing Project Approvals, the Owner will have the right to toll commencement of the Term, except for the duty to record this Agreement within ten (10) days of receipt of the fully-executed, recordable Agreement from the City, and any obligations of Owner under this Agreement during the period of such litigation. The tolling shall commence upon receipt by the City of written notice from Owner invoking this right to tolling. The tolling shall terminate when the action, including any appeal, is finally resolved, whether by entry of a final, non-appealable judgment that upholds the Project and the Existing Project Approvals or voluntary or involuntary dismissal of the entire action (and the passage of time required to appeal an involuntary dismissal) by the moving party.

Owner shall similarly have the right to toll commencement of the Term, except for the duty to record this Agreement within ten (10) days of receipt of the fully-executed, recordable Agreement from the City, and any obligations of Owner under the Agreement in the event a referendum petition challenging the Project, the ordinance approving this Agreement, or any of the Project Approvals is submitted to the City Clerk. The tolling shall terminate if and when: (1) the City Clerk determines the referendum petition did not receive sufficient signatures to qualify for the ballot; or (2) the election results of the referendum uphold the Project and the Existing Project Approvals and are certified by the City Council. This Agreement shall be null and of no further force and effect in the event that the City Council rescinds the challenged action.

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2.5. Assignment.

2.5.1. Right to Sell, Transfer, Assign and Sub Ground Lease. Owner shall have the right, from time to time, to transfer all or portions of its interest in the Leasehold Estate and any Sub Leasehold Estate (including through the entering into of one or more Sub Ground Leases) (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410, et seq.) to any person, partnership, joint venture, firm, limited liability company, or corporation and, in connection therewith, to assign its rights under this Agreement, in whole or in part, to said person, partnership, joint venture, firm, limited liability company (collectively, the “Assigned Rights”); provided, however, that any such assignment of any rights and obligations under this Agreement shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement that pertain to the Project Phase that is the subject of such transfer, and be made in compliance with the following conditions precedent:
(a) No transfer or assignment of any right or interest under this Agreement (in whole or in part) shall be made unless made together with the transfer of all or a part of the Leasehold Estate or Sub Leasehold Estate, as applicable, to which such rights or interests apply. (b) In connection with any such assignment of an Owner’s rights and obligations under this Agreement (in whole or in part), Owner shall notify City in writing at least sixty (60 days) in advance of any sale assignment and shall provide City with a draft assignment and assumption agreement (“Assignment and Assumption Agreement”), in a form reasonably satisfactory to City, to be entered into by Owner, such assignee, and the City, pursuant to the terms of which such assignee shall expressly and unconditionally assume those duties, obligations, agreements, covenants, and waivers of Owner under this Agreement that are applicable to the Project Phase that is the subject of the portion of the Leasehold Estate, or Sub Leasehold Estate, as applicable, being transferred, including, without limitation, the covenants not to sue and waivers contained in Sections 7.3.1 and 9.5.1 hereof (collectively, the “Assumed Obligations”). Notwithstanding the failure of any assignee to execute the Assignment and Assumption Agreement, as required by Section 2.5.1(b) above, the burdens of this Agreement (as they relate to the Project Phase that is the subject of the Leasehold Estate or Sub Leasehold Estate being transferred) shall be binding upon such transferee, but the benefits of this Agreement shall not inure to such transferee unless the Assignment and Assumption Agreement is executed. (c) The Executive Director for the Planning and Building Agency (the “Executive Director”) shall have the administrative authority to approve of the Assignment and Assumption Agreement and to determine whether Owner has complied with the above conditions, which approval and determination shall not be unreasonably withheld or conditioned.

The Executive Director shall use best efforts to approve of the Assignment and Assumption Agreement and to determine whether the Owner has complied with the above conditions within five (5) business days following receipt of Owner’s written request. The Executive Director’s failure to approve or disapprove the foregoing within thirty (30) days following the Executive Directors receipt of Owner’s written request shall constitute City’s approval of the same. (d) Owner shall include the following sentence in each assignment, transfer or other conveyance document: “The Parties agree and acknowledge that no building permits will be issued by the City for a particular Project Phase unless and until the Community Benefit City Council 22 – 260 9/17/2024

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Payment has been made for the applicable Specific Plan Phase which the particular Project Phase is in.”

2.5.2. No Release of Transferring Owner. Notwithstanding any sale, transfer or assignment as provided in any Assignment and Assumption Agreement delivered in accordance with the provisions of Section 2.5.1 above, a transferring Owner shall continue to be obligated to comply with all of the terms and conditions set forth in this Agreement (and such transferring Owner shall not be released from any of such obligations) with respect to the transferred Leasehold Estate or Sub Leasehold Estate, or any transferred portion thereof, as applicable, and following any such transfer the transferring Owner and the transferee under the Assignment and Assumption Agreement shall be jointly and severally liable with respect to all of the obligations assumed by such transferee under such Assignment and Assumption Agreement.

2.6. Administrative Changes and Modifications.

2.6.1. Owner and City acknowledge that further planning and development of the Project may demonstrate that refinements and changes are appropriate with respect to the details and performance of the parties under this Agreement. The parties desire to retain a certain degree of flexibility with respect to the details of the Project development and with respect to those items covered in general terms under this Agreement, the Project Approvals, the Existing Land Use Regulations, and, once issued, any Future Project Approvals.

2.6.2. If and when the parties find that “Substantially Conforming Changes,” as herein defined, are necessary, desirable or appropriate, they may, unless otherwise required by law, effectuate such changes or adjustments through an administrative operating memorandum that is executed by Owner and the Executive Director of the City’s Planning and Building Agency or the Director’s designee. As used herein, a “Substantially Conforming Change” is a minor change, modification, or adjustment that is deemed to be in substantial conformance with the Development Plan at the City’s sole and absolute discretion. The following are excluded from the definition of “Substantially Conforming Changes”: (1) changes to the timing or amount of the Project’s Twenty-Two Million dollar ($22,000,000) Community Benefit Payment; (2) changes to the In-Lieu Fee; (3) changes to the Project Open Space; and (4) changes to the Timing of Development as set forth in Sections 3.5.1 and 3.5.2. A Substantially Conforming Change is not considered an amendment to this Agreement or to Development Plan and so does not require prior notice or hearing by the Planning Commission or City Council.

2.7. Amendment or Cancellation of Agreement. Except for Substantially Conforming Changes as defined by Section 2.6.2 above, this Agreement may be amended or modified from time to time only with the written consent of Owner and the City or their successors and assigns, and only upon approval of an amendment by the City Council after a public hearing in accordance with Government Code Section 65868. This provision shall not limit any remedy of City or Owner as provided by this Agreement. For avoidance of doubt, no modification of the Development Agreement pursuant to this Section 2.7 shall limit or impair the rights of Fee Owners under the attached Joinder without the consent of Fee Owners.

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

2.8.1. Expiration of the stated Term of this Agreement as set forth in Section 2.4, including any extension(s).

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2.8.2. Entry of a final judgment by a court of competent jurisdiction setting aside, voiding, or annulling the adoption of the ordinance approving this Agreement and/or any Project Approvals as set forth in Exhibit C.

2.8.3. The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement and/or any Project Approvals. In the event a referendum petition challenging the ordinance approving this Agreement and/or any Project Approvals is submitted to the City Clerk, Owner shall deposit with the City Ten Thousand Dollars ($10,000) (“Petition Deposit”) to cover the actual cost incurred by the City examining the petition and verifying signatures. Should the referendum qualify for the ballot, Owner may request, at or prior to the Council meeting at which the Council will take up the referendum issue, that the City Council repeal the ordinance and/or any Project Approvals rather than submitting it to the voters. If Owner does not request that the City Council repeal the ordinance and/or any Project Approvals and the City Council submits the referendum to the voters, Owner shall deposit Fifty Thousand Dollars ($50,000) (“Referendum Deposit”) with the City. City may use the Referendum Deposit to pay any and all costs associated with the said referendum measure (e.g., legal fees for outside counsel). Any funds remaining in the Petition Deposit may be put toward the Referendum Deposit at the Owner’s request. If at any time the Referendum Deposit account has Five Thousand Dollars ($5,000) or less remaining, Owner shall, within three (3) business days of receiving notice from the City, deposit with the City Twenty-Five Thousand Dollars ($25,000) as requested by the City to cover necessary costs and expenses associated with the referendum and holding the related election. Following certification of the election results, any funds remaining in the Petition Deposit or the Referendum Deposit account shall be returned to the Owner within thirty (30) days of certification of the election results. In the event Owner requests that the City Council repeal the ordinance and the City Council nonetheless determines to submit the ordinance to the voters, Owner shall have no financial responsibility for the costs associated with holding the election, including any obligation to make a Referendum Deposit.

2.8.4. Completion of the Project in accordance with the terms of this Agreement, which is hereby defined to be: (i) issuance by the City of all required occupancy permits and final approvals for occupancy for the Project’s 3,750 multi-family residential units, 350,000 square feet of commercial uses, 250 room hotel, and 200 senior living/continuum of care units; (ii) acceptance by City or applicable public agency of all required dedications in connection with same; and (iii) written notification by City to Owner that the Project is complete.

2.8.5. Termination of the Agreement as provided under this Agreement, including but not limited to Section 7.4 herein, shall not constitute termination of any other Project Approvals.

Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement that has occurred prior to such termination or with respect to any obligations that are specifically set forth as surviving this Agreement. Upon such termination, any Development Impact Fees paid by Owner to City on which construction has not yet begun shall be refunded to Owner by City.

2.9. Notices.

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

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

If to City:

City Clerk
20 Civic Center Plaza, 8th Floor
PO Box 1988 M-30
Santa Ana, Ca 82702
Copies to:

City Manager
City Attorney
Executive Director of Planning and Building Agency
If to Owner:

Related California Residential, LLC
18201 Von Karman Avenue, Ste 900
Irvine, CA 92612
Attn: Steven S. Oh
E-mail: [email protected]
Copies to:

Sean Matsler, Esq.

Cox, Castle & Nicholson LLP
3121 Michelson Drive, Ste 200
Irvine, CA 92612
E-mail: [email protected]
If to Fee Owners:

Greenville Ranch, LLC
8856 Sutter Circle, Unit 526b
Huntington Beach, CA 92646
Attn: Alice Z. Callens
And
BSG West Bristol, LLC
c/o Eide Bailly LLP
1505 Madrona St. N., Ste 800
Twin Falls, ID 83301
Attn: Jeff Spackman
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And
MCG Bristol West, LLC
6618 Avenida Bizarro
La Jolla, CA 92037
Attn: David Cortney

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

2.9.4. Consistent with the Joinder attached hereto, Fee Owners shall receive notice of any default and have the right, but not obligation, to cure any default as permitted in Sections

9.1.2 and 9.1.3 below. Fee Owners and their lenders shall also be entitled to receive a Certificate of Compliance upon request as provided in Section 10.20.

3. DEVELOPMENT OF THE PROPERTY.

3.1. Rights to Develop. Subject to the terms of this Agreement, including the Reservation of Rights in Section 3.3 below, Owner shall have a vested right to develop the Property in accordance with, and to the extent of, this Agreement, and the Project Approvals, and the Development Plan for the duration of the Term. Owner may proceed with demolition permits prior to pulling building permits provided Owner has provided proof of financing for that portion of the Project that demolition permits are being sought for. From the commencement of demolition until issuance of the Certificate of Occupancy, Owner shall ensure that the Property is secured and that all construction walls are maintained in a good condition and repair with no graffiti.

3.1.1. Except as expressly provided otherwise herein, the Project shall remain subject to all Existing Land Use Regulations and Project Approvals for the Term. Except as otherwise provided in this Agreement, and notwithstanding the authority of the City to further revise the Land Use Regulations pursuant to Government Code Section 65866, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Existing Land Use Regulations and Project Approvals.

3.1.2. In accordance with Government Code Section 66452.6(a), any subdivision map approved which relates to all or a portion of the Property shall be extended for the greater of (i) the Term of this Agreement or (ii) expiration of the tentative map pursuant to Section 66452.6.

3.1.3. Owner shall comply with all mitigation measures required to be undertaken pursuant to any document prepared in compliance with the California Environmental Quality Act with respect to the Project.

3.1.4. Notwithstanding Section 3.1.1 above, Owner acknowledges and agrees that the Project requires additional Project Approvals (the Future Project Approvals identified in Section

1.1.19). These Future Project Approvals shall be consistent with the Existing Project Approvals and this Agreement as to the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication City Council 22 – 264 9/17/2024

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of land for public purposes; however the Future Project Approvals may include additional conditions that are lawful and appropriate to the type of Project Approval.

3.2. Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement including the Reservation of Rights in Section 3.3 below, the rules, regulations and official policies governing, inter alia, permitted uses and Development of the Property, the density and intensity of use and of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property, shall be the Existing Land Use Regulations and Project Approvals. In connection with any subsequent Project Approvals and except as specifically provided otherwise herein, City may exercise its discretion as set forth in Section

3.3.2. 3.2.1. City shall reasonably strive to complete:
(a) its initial review of individual development projects within 30 days after the application is deemed complete,
(b) any second plan review within 15 days after submission, and (c) any third plan review within 10 days after submission.

3.2.2. Notwithstanding the foregoing, the City does not guarantee that the timelines above will be met, and failure to meet these timelines does not constitute a default.

3.2.3. To help ensure expedited review of its development approvals, Owner may elect to pay for City to use a contract planner. City agrees to retain a contract planner to expedite review, if Owner so elects.

3.3. Reservation of Rights.

3.3.1. Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following are not Existing Land Use Regulations, but shall apply to the development of the Property as they are in effect at the time of application for Development Project Review Approvals, provided such regulations and/or fees (as applicable) are not designed in a manner such that they are applicable only, to the Project and/or Property:
(a) Processing fees and charges of every kind and nature imposed by City to cover the actual costs to City of processing applications for Project Approvals or for monitoring compliance with any Project Approvals granted or issued. (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure, provided that such procedural regulations do not conflict with the Project Approvals. (c) Regulations, policies, and rules governing engineering and construction standards and specifications applicable to public and private improvements, including, without limitation, all uniform codes adopted by the City and any local amendments to those codes adopted by the City, including, without limitation, the City’s Building Code, Plumbing Code, Mechanical Code, Electrical Code, and Grading Ordinance.

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(d) Regulations that are in material conflict with this Agreement but that are reasonably necessary to protect the residents of the Project or the immediate community from a condition perilous to their health or safety. To the maximum extent possible, any such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided under this Agreement.
(e) Regulations that are not in material conflict with this Agreement or the Development Plan. For avoidance of doubt, any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of development of the Property shall be deemed to materially conflict with the Development Plan and shall therefore not be applicable to the development of the Property.
(f) Regulations that are in material conflict with the Development Plan; provided Owner has given written consent to the application of such regulations to Development of the Property.
(g) Regulations that impose, levy, alter or amend fees, or charges relating to consumers or end users, including, without limitation, trash can placement, service charges and limitations on vehicle parking.
(h) Regulations of other public agencies, including Development Impact Fees adopted or imposed by such other public agencies, although collected by City.

3.3.2. Subsequent Project Approvals. This Agreement shall not prevent City from exercising its rights under Government Code Section 65866 when acting on subsequent Project Approvals provided that such City actions do not materially conflict with this Agreement, the Development Plan, the Existing Land Use Regulations, and/or the Project Approvals.

3.3.3. Modification or Suspension by State or Federal Law. In the event that State, County or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations; provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce.

3.3.4. Intent. The parties acknowledge and agree that City is restricted in its authority to limit certain aspects of its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to City all of its police power that cannot be or are not expressly so limited. This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to City all such power and authority that cannot be or is not by this Agreement’s express terms so restricted.

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

3.5. Timing of Development. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal. 3d 465 (1984), that the failure of the parties in that City Council 22 – 266 9/17/2024

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case to provide for the timing of development resulted in a later-adopted initiative restricting the timing of development to prevail over the parties’ agreement, it is the specific intent of the parties to provide for the timing of the Project in this Agreement. To do so, the parties acknowledge and provide that Owner shall have the right, but not the obligation, to complete the Project in such order, at such rate, at such times, and in as many development phases and sub-phases as Owner deems appropriate in its sole subjective business judgment, except for the following:

3.5.1. No building permits for residential units shall be issued in excess of 1,875 residential units unless and until Owner commences construction activities for at least 175,000 square feet of commercial development. Owner may construct commercial square footage beyond 175,000 square feet if and when such additional commercial development is supported by market conditions, as determined by Owner in its sole discretion. Owner understands that commercial development is a priority to the City and agrees to exercise its discretion in good faith.

3.5.2. No less than 35,000 square feet of commercial development in Phase 1 or Phase 2 (as shown on Specific Plan Figure 6-2) shall consist of a grocer.

3.6. Moratoria. Except as specifically set forth in this section, City agrees that to the extent permitted by law, no moratorium or other similar limitation (whether relating to the rate, timing, or sequencing of the development of the Project or any part thereof and whether or not enacted by local initiative or otherwise) affecting subdivision maps, grading or building permits, occupancy certificates, or other entitlements approved, issued, or granted within the City, after the Effective Date of this Agreement, shall apply to the Project. Owner acknowledges and agrees that the provisions hereof shall not preclude the application to the Project of a moratorium or other similar limitation (of the type described in the preceding sentence) enacted in order to protect an imminent threat to the public health or safety.

3.7. Development Agreement/Project Approvals. In the event of any inconsistency between any Existing Land Use Regulation and a Project Approval, the provisions of the Project Approval shall control. In the event of any inconsistency between any Existing Land Use Regulation or Project Approval and this Agreement, the provisions of this Agreement shall control.

4. PUBLIC AND COMMUNITY SAFETY BENEFITS.

4.1. Public Benefits. The Project is expected to bring significant fiscal benefits to the City.

The Project will also serve to implement the City’s General Plan vision for the Property, which has long been designated as a District Center where intense mixed-use development is encouraged. In addition, Owner has committed by this Agreement to contribute the public and community safety benefits, as provided below.

4.2. Community Benefits.

4.2.1. Santa Ana Police Department Substation: Prior to or concurrent with the construction completion of the Project’s Phase 1, as contemplated by the Development Approvals), Owner shall provide City, upon the City’s written request, with exclusive use of a 500 square foot space and 3 dedicated parking stalls within the Property for use by the Santa Ana Police Department as an administrative substation. This substation space and parking stalls will be owned by Owner but improved (tenant improvements), operated and maintained by the Santa Ana Police Department. The final location of the substation and its parking stalls are City Council 22 – 267 9/17/2024

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envisioned to be located in one of the buildings along Plaza Drive or MacArthur in Phase 3 of the Project, as contemplated by the Development Approvals, but may be temporarily located anywhere on the Property, including potentially within existing commercial center. The substation and its parking stalls may be relocated within the Property subject to the mutual agreement of the parties. For the Term of the Agreement, Owner shall maintain private onsite security to monitor all areas of the Property.

4.2.2. Project Community Benefit Package: The Project will provide significant economic benefit to the City through additional jobs created by the construction and operation of the Project, property and sales tax revenue to the City, infrastructure improvements, neighborhood revitalization, and general economic benefit. In addition, Owner has agreed to provide the City with a Twenty-Two Million dollar ($22,000,000) payment (“Community Benefit Payment”), which Community Benefit Payment shall be allocated at the City’s sole discretion. The Community Benefit Payment shall be paid to City by Owner pursuant to the following schedule: (1) Eight Million dollars ($8,000,000) prior to or concurrent with the issuance of the first demolition permit in furtherance of the Project’s first Specific Plan Phase (“Community Benefit Payment No. 1”); (2) Six Million dollars ($6,000,000) prior to the issuance of the first building permit in furtherance of the Project’s second Specific Plan Phase (“Community Benefit Payment No. 2”); and (3) Eight Million dollars ($8,000,000) prior to the issuance of the first building permit in furtherance of any component of the Project’s third Specific Plan Phase except for building permits in furtherance of the Project Open Space (“Community Benefit Payment No. 3”). If the City has not received Community Benefit Payment No. 2 on or before the date that is 36 months and 1 day from the date of the Community Benefit Payment No. 1 payment, then Community Benefit Payment No. 2 shall accrue simple interest at a rate of five percent (5%) per annum until such time as it is paid to the City. Similarly, if the City has not received Community Benefit Payment No. 3 on or before the date that is 36 months and 1 day from the date of the Community Benefit Payment No. 2 payment, then Community Benefit Payment No. 3 shall accrue simple interest at a rate of five percent (5%) per annum until such time as it is paid to the City. Developer may commence construction of the Specific Plan Phases in any order. Notwithstanding the Specific Plan Phase order, Community Benefit Payment No. 1 shall be paid prior to or concurrent with the issuance of the first demolition permit in furtherance of any Specific Plan Phase; Community Benefit Payment No. 2 shall be paid prior to or concurrent with the issuance of the first building permit in furtherance of a different Specific Plan Phase; and Community Benefit Payment No. 3 shall be paid prior to or concurrent with the issuance of the first building permit in furtherance of the final Specific Plan Phase.

4.2.3. Business Retention and Local Vendors. Owner assumes the risk and shall be solely liable for any and all relocation benefits that are payable to any existing tenants in accordance with Government Code Sections 7260 et. seq. (See also Kong v. City of Hawaiian Gardens Redevelopment Agency (2002) 101 Cal.App.4th 1317). Owner shall defend and indemnity the City against any and all relocation claims.

4.2.4. Hotel Economic Benefits. The hotel(s) shall be operated under a recognized hotel flag or by a boutique hotel operator with a demonstrated track record of success operating similar hotels. Owner shall employ commercially reasonable efforts to secure a four-star hotel or above out of a five-star rating system as widely recognized and commonly used in the hospitality industry.

4.2.5. Project Open Space. In accordance with the Specific Plan, Owner shall construct, own, and maintain the Project Open Space.

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(a) Owner shall design the Project Open Space to promote biodiversity, extend thermal comfort, and to promote biophilic design, health, and wellness. (b) Owner shall provide a total minimum of 4 free on-site events per year for the general public (e.g., concerts or farmers markets) including programming on sustainability and wellness, subject to Force Majeure events, as follows: (a) a minimum of two (2) free events per year shall be provided commencing one year after the completion of the southern MixedUse/Village Core district as set forth in the Specific Plan; and (b) a minimum of two (2) free events per year shall be provided commencing one year after the completion of the northern Mixed-use/Residential district as set forth in the Specific Plan. Owner’s obligation under this Section shall terminate after 25 years after the commencement of the first free on-site event or upon termination of this Agreement whichever occurs later. (c) Owner shall record one or more open space easements against the Property for the benefit of the City concurrent with the recordation of the subdivision maps that implement a given Project Phase or Development phase, as contemplated by the Project Approvals.
(d) City shall provide Owner a credit against its park and open space fee obligations (e.g., Park Acquisition and Development Fee) for the hard and soft cost of all land, improvements, operation, and maintenance associated with the Project Open Space. In the event the Project Open Space is less than 13.1 acres, Owner must satisfy any required park and recreation fees or other obligations (including those specified in Chapter 35, Article IV of the Santa Ana Municipal Code) for the amount of the acreage shortfall as calculated by the City.

4.2.6. Construction Standards.
(a) Leadership in Energy and Environmental Design (LEED). The Project shall be constructed to a minimum LEED Silver standard, as established by the U.S. Green Building Council.
(b) Water Conservation. The Project shall include high-efficiency irrigation, native drought-tolerant plantings, low-flow plumbing fixtures, and Energy Star equipment and appliances.
(c) Electric Vehicle (“EV”) Parking. No less than 5% of all structured parking stalls in the Project shall be equipped with EV chargers. No less than 10% of all parking stalls located within the parking structures shall be EV ready with sufficient electrical infrastructure to enable the future installation of EV conduit and chargers. (d) Signage Program. Owner shall implement a signage program to promote mass transit, provide ride-share infrastructure & bike/e-mobility facilities. (e) Electrical Appliances: All individual residential units within the Project shall utilize electric or induction stoves, ovens, and clothing dryers. This obligation shall not apply to commercial, common area, hotel, or other non-residential uses. (f) Photovoltaic Panels: The Project shall incorporate photovoltaic panels on all residential components of the Project
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(g) Ecology & Wellness. Owner shall exercise commercially reasonable efforts to implement a single use plastic or non-biodegradable plastic use reduction program with retail tenants where feasible, with the exception of the grocer. (h) Carbon Sequestering. Owner shall exercise commercially reasonable efforts to incorporate carbon sequestering vegetation in the landscaping plans (i) Fitwell. Owner shall exercise commercially reasonable efforts to obtain Fitwell certification for the residential components of the Project. (j) Bike Lockers. With issuance of each building permit, Owner shall provide for and maintain and secure bike lockers or bike storage rooms on the Property. At least half of the lockers shall be made available for free to Project residents and employees.

4.2.7. Orange County Flood Control District Parcel: The Orange County Flood Control District owns an approximately 0.2 acre parcel (APN 412-131-27) adjacent to, and immediately northeast of, the Property (“OCFCD Parcel”). Owner shall make a reasonable and good faith effort to work cooperatively with City and the Orange County Flood Control District to improve and maintain the OCFCD Parcel.

5. HOUSING OPPORTUNITY ORDINANCE COMPLIANCE.

5.1. Owner Exemption. During the Term of this Agreement, as such Term may be extended, Consistent with Santa Ana Municipal Code Section 41-1903(a), Owner is exempt from Santa Ana Municipal Code Article XVIII.I inclusionary housing requirements (i.e., the Affordable Housing and Opportunity Ordinance) because Owner is entering into this Agreement. In lieu of compliance with Article XVIII.I, Owner commits to the In-Lieu Fee as set forth in Section 5.1.1, below, which may be paid at the time of building permit issuance for each market rate residential unit contemplated by a given building permit or in the aggregate, at Owner’s sole discretion. InLieu fees paid in excess of the requirements for a particular building permit may be accrued and used by Owner to satisfy future in lieu fee requirements. Upon expiration or termination of this Agreement, Owner shall be subject to Santa Ana Municipal Code Article XVIII.I for any unit that has not received a Certificate of Occupancy.

5.1.1. In-Lieu Fee. Upon timely payment of the Twenty-Two Million dollar ($22,000,000) Community Benefit Payment as provided in Section 4.2.2, Owner shall make an in-lieu fee payment at the time of building permit issuance for each market rate residential unit contemplated by the building permit equal to five dollars ($5.00) per habitable square foot of each market rate residential unit (excluding Senior Assisted Living Community units, identified in Section 4.1.3 of the Specific Plan as Congregate Housing, Assisted Living or Memory Care units). At Owner’s sole discretion, Owner may convert any Senior Assisted Living Community units to Independent Living units (as defined in Section 4.1.3 of the Specific Plan) and/or multifamily market rate units by paying the in-lieu housing fee in accordance with this Agreement.

6. REVIEW FOR COMPLIANCE.

6.1. Periodic Review.

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6.1.1. The City shall review this Agreement annually, on or before July 1, 2025, and annually thereafter until the expiration of this Agreement, in order to ascertain the compliance by Owner with the terms of this Agreement (“Annual Review”). Owner shall timely submit an Annual Monitoring Report, in a form acceptable to the City Manager on or before the first anniversary of the Effective Date and annually thereafter until the expiration of this Agreement.

If the Annual Review is not submitted within thirty (30) days after written notice from the City Manager, then Owner shall be in breach of this Agreement. The failure of the City to conduct the Annual Review shall not constitute a default by Owner. The Annual Monitoring Report shall be accompanied by an “Annual Review and Administration Fee” sufficient to defray the estimated costs of review and administration of the Agreement during the succeeding year. The amount of the Annual Review and Administration Fee” shall be set annually by resolution of the City Council.

6.1.2. The Annual Review shall include a progress report on the status of the implementation of the Project and the new tax revenue generated by the Project, including, but not limited to, the following:
(a) Development and construction progress of the following uses and Project components:
(i) Site development
(ii) Public infrastructure,
(iii) Project design features,
(iv) Community benefits,
(v) Plaza,
(vi) Hotel,
(vii) Residential,
(viii) Commercial,
(ix) Office
(x) Parking
(xi) Philanthropic activities (education, culture, arts) (b) Reporting for items listed in Section 6.1.2(a) shall be include a table substantially similar to the following:

An example of a compliance report for site development and can be applied to other above criteria and metrics.

Reporting Period: 2025 – 1st Report
Year 1 of 20 of Agreement
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Use Approved
SF/Units/Rooms
Total
Completed In
Period
Cumulative
Total
Completed
Remaining to
Be
Completed
Status & Look Ahead
Residential 3,750 100 200 3,550 On target with 300 to be completed in the next period
Hotel 250 250 250 0 Completed
Commercial
New
350,000 150,000 150,000 200,000 150k completed for Tenant X. 20-Year lease.

Negotiating with Tenant Y for a
15 year lease.
(c) Progress relative to economic projections of:
(i) Increases in property tax,
(ii) Property Tax In-Lieu of VLF received by the City,
(iii) Sales tax received from the Project,
(iv) Business tax received from the Project,
(v) Hotel Visitors Tax (HVT)
(vi) Utility User Tax received from the Project,
(d) Reporting for items listed in Section 6.1.2(c) shall be include a table, prepared by Owner with City’s cooperation, substantially similar to the following:

Reporting Period: 2024 – _____
Year 1 of 20 of Agreement
Revenue Total for Period Cumulative to
date
Percentage
increase over
2018 Base
Year
Status & Look Ahead
Property Tax
Property Tax
In-Lieu of
VLF
Sales Tax

TOT (HVT)
Business
Tax
Franchise
Tax
UUT
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6.2. Special Review. The City Council may order a special review of compliance with this Agreement at any time commencing one year following the issuance of the Project’s first building permit, but not more than once during any 12-month period. The City Manager, or his or her designee, shall conduct such special reviews.

6.3. Review Procedure.

6.3.1. During either an Annual Review or a special review, Owner shall be required to demonstrate good-faith compliance with the terms of this Agreement. The burden of proof on this issue shall be on Owner.

6.3.2. Upon completion of an Annual Review or a special review, the City Manager, or the City Manager’s designee, shall submit a receive and file report to the Planning Commission if he or she finds that Owner is in good-faith compliance with the terms of this Agreement. If the City Manager, or the City Manager’s designee, finds on the basis of reasonable evidence that Owner is not in good-faith compliance with the terms of this Agreement, he or she shall set the matter for hearing before the Planning Commission and shall submit a report setting forth said evidence concerning compliance by Owner with the terms of this Agreement and his or her recommended finding on that issue.

6.3.3. If the Planning Commission finds on the basis of substantial evidence that Owner is in good-faith compliance with the terms of this Agreement, it shall confirm same and formally conclude the review by resolution. If the Planning Commission finds and determines on the basis of substantial evidence that Owner has not complied in good faith with the terms and conditions of this Agreement:
(a) The Planning Commission shall provide written notice to Owner of such findings setting forth the nature of the problem and the actions, if any, required of Owner to cure such problem.
(b) If the problem can be cured and Owner fails to take such actions and cure such problem within sixty (60) days after of the effective date of the Planning Commission’s notice or, in the event that such problem cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such problem within such sixty (60) day period and to diligently proceed to complete such actions and cure such problem, then the Planning Commission may recommend to the City Council modification or termination of this Agreement.
(c) Owner may appeal a Planning Commission determination pursuant to this Section 6.3.3 pursuant to City’s rules for consideration of appeals in zoning matters then in effect. If a Planning Commission determination is appealed, any cure ordered by the Planning Commission shall be tolled until a decision is reached by the City Council on the appeal. Notice of default as provided under Section 7 of this Agreement shall be given to such Owner prior to or concurrent with proceedings under Section 6.4 and Section 6.5.

6.4. Proceedings Upon Modification or Termination. If, upon a finding under Section 6.3, City determines to proceed with modification or termination of this Agreement, City shall give City Council 22 – 273 9/17/2024

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written notice to Owner of its intention so to do. The notice shall be given at least ten (10) calendar days prior to the scheduled hearing and shall contain:

6.4.1. The time and place of the hearing;

6.4.2. A statement as to whether or not City proposes to terminate or to modify this Agreement; and,

6.4.3. Such other information that the City considers necessary to inform Owner of the nature of the proceeding.

6.5. Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination, Owner shall be given an opportunity to be heard. Owner shall be required to demonstrate good-faith compliance with the terms and conditions of this Agreement.

The burden of proof on this issue shall be on Owner. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this Agreement, the City Council may terminate this Agreement or, in lieu of termination and with the consent of Owner, modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final.

6.6. Certificate of Agreement Compliance.

6.6.1. If, at the conclusion of a Periodic or Special Review, Owner is found to be in compliance with this Agreement, City shall, upon request by Owner, issue a Certificate of Agreement Compliance (“Certificate”) to Owner stating that after the most recent Periodic or Special Review and based upon the information known or made known to the City Manager and City Council that: (1) this Agreement remains in effect; and (2) Owner is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a Periodic or Special Review and shall state the anticipated date of commencement of the next Periodic Review. Owner may record the Certificate with the County Recorder.

6.6.2. Whether or not the Certificate is relied upon by assignees or other transferees or Owner, City shall not be bound by a Certificate if a default existed at the time of the Periodic or Special Review, but was concealed from or otherwise not known to the City Manager or City Council.

6.7. Conditions of Discretionary Approvals. The requirements imposed as conditions of any discretionary approval received through the City’s existing regulatory process shall be governed by the terms of those approvals, and in no event shall such conditions be affected by the termination, cancellation, rescission, revocation, or default or expiration of this Development Agreement (although such conditions must comply with the Applicable Rules).

7. DEFAULT AND REMEDIES.

7.1. Remedies in General. It is acknowledged by the parties that City and Owner would not have entered into this Agreement if either party were to be liable in damages arising out of a breach or default under this Agreement and, therefore, each of the parties hereto hereby acknowledge and agree that the sole remedies that either party hereto may pursue and enforce against the other arising out of a default or breach under this Agreement by the other party (and City Council 22 – 274 9/17/2024

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the expiration of all applicable notice and cure periods) shall be an action for specific performance or a termination of this Agreement by such non-defaulting party’s obligations under this Agreement (subject to the terms and provisions of Section 6.3.3), and each party hereto expressly waives any other remedy they might otherwise be entitled to pursue, at law or in equity, against the other, and each party hereto expressly waives any right to sue the other for damages or claim any damages.

7.2. Release.

7.2.1. Except for specific performance, Owner, for itself, its successors and assignees, hereby releases City, its officers, agents and employees, from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, because it entered into this Agreement or because of the terms of this Agreement. Owner hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST

IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND

THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY..” By initialing below, Owner hereby waives the provisions of Section 1542 in connection with the matters that are the subject of the foregoing waivers and releases. _______________
Owner’s Initials

7.2.2. Except for specific performance, City, for itself, its successors and assignees, hereby releases Owner, its officers, agents and employees, from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, because it entered into this Agreement or because of the terms of this Agreement. City hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST

IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND

THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY..” By initialing below, City hereby waives the provisions of Section 1542 in connection with the matters that are the subject of the foregoing waivers and releases. _______________
City’s Initials

7.3. Termination or Modification of Agreement for Default of an Owner. City may terminate or modify this Agreement for any failure of Owner to perform any material duty or obligation of City Council 22 – 275 9/17/2024

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Owner under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as “default”); provided, however, City may terminate or modify this Agreement pursuant to this Section 7.4 only after providing written notice to Owner of default setting forth the nature of the default and the actions, if any, required by Owner to cure such default and, where the default can be cured Owner has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default.

7.3.1. No Cross Default. Parties agree and acknowledges that, notwithstanding anything stated to the contrary in this Agreement: (a) the failure of RCR to comply with or satisfy any of RCR’s obligations under this Agreement shall not limit or impair a transferee’s rights and benefits under this Agreement with respect to its Assigned Rights (as they apply to the Project Phase owned by such transferee) under Section 2.5.1 of this Agreement and (b) the failure of any transferee to satisfy such transferee’s Assumed Obligations as provided for under Section 2.5.1 of this Agreement shall not, as to the Project Phase to which those Assumed Obligations apply, limit or impair any of the Assigned Rights of any other transferee as to the Project Phase owned by such other transferee.

7.4. Voluntary Termination of Agreement by RCR. In the event RCR determines, in its sole discretion, prior to issuance of the first demolition permit implementing the first Specific Plan Phase, that it no longer wishes to proceed with the Project pursuant to the terms of this Agreement, RCR may terminate this Agreement by providing the City with 30 days written notice. Notwithstanding this or other provisions herein, RCR’s indemnity and defense obligations shall survive such termination for the later of twelve (12) months or expiration of the statute of limitations on any and all potential causes of action against the City as set forth in Section 8 of this Agreement.

7.5. Notice and Cure Rights. Notwithstanding anything stated to the contrary in this Agreement, City shall have no right to terminate any of the rights of any Owner under this Agreement unless such Owner has failed to cure any default under this Agreement giving rise to any such termination right within the cure periods expressly provided for above in this Section 7.

8. LITIGATION

8.1. Third-Party Litigation Concerning Agreement. Owner shall defend, at its expense, including attorneys’ fees, indemnify, and hold harmless City, its agents, officers and employees from any claim, action or proceeding against City, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement, any document prepared for the Project in compliance with the California Environmental Quality Act, or the approval of any permit or entitlement granted pursuant to this Agreement for the Project. City shall promptly notify Owner of any claim, action, proceeding or determination included within this Section 8.1 no later than fourteen (14) business days and City’s receipt of service of process and City shall cooperate in the defense. If City fails to promptly notify Owner of any such claim, action, proceeding or determination as required by this Section, or if City fails to cooperate in the defense, Owner shall not thereafter be responsible to defend, indemnify, or hold harmless City as to that claim, action, proceeding, or determination. City may in its discretion participate in the defense.

8.2. Environmental Assurances. Owner shall indemnify and hold City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of City Council 22 – 276 9/17/2024

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Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys’ fees, City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. City may in its discretion participate in the defense.

8.3. Reservation of Rights. With respect to Section 8.1 and Section 8.2 herein, City reserves, the right to either (1) approve the attorney(s) that the indemnifying party selects, hires or otherwise engages to defend the indemnified party hereunder, which approval shall not be unreasonably withheld, conditioned, or delayed; or (2) conduct its own defense; provided, however, that the indemnifying party shall reimburse the indemnified party forthwith for any and all reasonable expenses incurred for such defense, including attorneys’ fees, upon billing and accounting therefor.

8.4. Challenge to Existing Land Use Approvals. By accepting the benefits of this Agreement, Owner, on behalf of itself and its successors in interest, hereby expressly agrees and covenants not to sue or otherwise challenge any land use approval affecting the Property and in effect as of the Effective Date. Such agreement and covenant includes, without limitation, the covenant against any direct suit by Owner or its successor in interest, or any participation, encouragement or involvement whatsoever that is adverse to City by Owner or its successor in interest, other than as part of required response to lawful orders of a court or other body of competent jurisdiction.

Owner hereby expressly waives, on behalf of itself and its successors in interest, any claim or challenge to any land use approval affecting the Property and in effect as of the Effective Date.

8.5. Survival. The provisions of Sections 8.1 and 8.2 shall survive the termination of this Agreement.

9. MORTGAGEE PROTECTION.

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

9.1.1. Default under Agreement Does Not Impair Lien of any Mortgage. Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property, the Leasehold Estate, or any Sub Leasehold Estate made in good faith and for value, unless otherwise required by law.

9.1.2. Request for Notices of Default by Mortgagee. The Mortgagee of any mortgage or deed of trust encumbering the Property, the Leasehold Estate, or Sub Leasehold Estate, or any City Council 22 – 277 9/17/2024

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part thereof, which Mortgagee, has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by the applicable Owner in the performance of such Owner’s obligations under this Agreement.

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

9.1.4. Lender Protection Provisions.
(a) Notices to Mortgagees; Mortgagee’s Right to Cure.
(i) Notices to Mortgagees. City shall send to each Mortgagee which has provided City written notice of its name and address, in the manner provided by Section 9.1 above, a true, correct and complete copy of any written notice sent to Owner or any Sub Ground Lessee, as applicable, of a default by Owner or any Sub Ground Lessee under this Agreement at the same time as and whenever any such notice of default shall be given by City to Owner or any Sub Ground Lessee, addressed to such Mortgagee at the address last furnished to City by such Mortgagee. Owner and each Sub Ground Lessee, as applicable, irrevocably directs that City accept, and City agrees to accept, performance and compliance by any such Mortgagee of and with any term, covenant, agreement, provision, condition or limitation on Owner’s, or any Sub Ground Lessee’s, part to be kept, observed or performed hereunder with the same force and effect as though kept, observed or performed by Owner and/or any such Sub Ground Lessee, as applicable, provided that such performance and/or compliance is made in accordance with the provisions of Section

10.1.4 below.
(ii) Mortgagee’s Right to Cure. Notwithstanding anything stated to the contrary in this Agreement, this Agreement shall not be terminated as to any Project Phase because of a default or breach hereunder on the part of Owner or any Sub Ground Lessee until and unless:
(1) written notice of any such default or breach has been delivered to Mortgagee in accordance with the provisions of Section 10.3 above, (2) with respect to a default or breach that is curable solely by the payment of money, Mortgagee, Owner and any applicable Sub Ground Lessee have failed to cure such default or breach within thirty (30) days following the expiration of any of Owner’s and/or any Sub Ground Lessee’s, as applicable, notice and cure periods set forth herein, and (3) with respect to a default or breach that is not curable solely by the payment of money, Mortgagee, Owner and/or any applicable Sub Ground Lessee have failed to cure such default or breach within ninety (90) days following the expiration of any of Owner’s and/or any applicable Sub Ground Lessee’s notice and cure periods set forth herein or, if such default or breach is curable but cannot be cured within such time period, (i) Mortgagee has failed to notify City within such ninety (90) day time period that Mortgagee intends to cure such default or breach, (ii) Mortgagee fails to commence to cure such default or breach within such ninety (90) day period, or (iii) Mortgagee fails to diligently prosecute such cure to completion. It is expressly understood and agreed that no Mortgagee shall have any obligation City Council 22 – 278 9/17/2024

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hereunder to cure or complete any cure of any breach or default by Owner or any applicable Sub Ground Lessee hereunder.
(b) Permitted Transfers to Mortgagee.
(i) Notwithstanding anything stated to the contrary in this Agreement, the following transfers shall be permitted and shall not require the approval or consent of City:
(1) A transfer of the Owner’s or any Sub Ground Lessee’s Leasehold Estate or Sub Leasehold Estate, as applicable (and the concurrent transfer of the Owner’s or any Sub Ground Lessee’s rights under this Agreement with respect to the Project Phase that is the subject of the Leasehold Estate or Sub Leasehold Estate provided the conditions in Section 2.5.1 hereof have been complied with as to such Project Phase), at a foreclosure sale under a Mortgage, whether pursuant to the power of sale contained therein or a judicial foreclosure decree, or by an assignment in lieu of foreclosure, or
(2) Any subsequent transfer by a Mortgagee (or its nominee or designee if the Mortgagee, or such nominee or designee, is the purchaser at such foreclosure sale or under such assignment in lieu of foreclosure) with respect to the Leasehold Estate or any Sub Leasehold Estate, and the concurrent transfer of the Owner’s or any Sub Ground Lessee’s rights under this Agreement with respect to the Project Phase that is the subject of the Leasehold Estate or Sub Leasehold Estate so transferred, provided that the conditions in Section 2.5.1 hereof have been complied with as to such Project Phase.
(ii) Any transferee arising from any transfer permitted above shall be liable to perform the obligations of Owner or any Sub Ground Lessee, as applicable, under this Agreement only so long as such transferee holds title to the Leasehold Estate or Sub Leasehold Estate, provided that upon any such conveyance of title, such transferee's transferee expressly assumes and agrees to perform all of the obligations of this Agreement first arising after the date of such conveyance to the extent applicable to the Project Phase to which such Leasehold Estate or applicable Sub Leasehold Estate applies.
(iii) Following the transfer, if any, described in Section 10.1.3(b)(i) above, all non-curable defaults existing under this Agreement prior to such transfer shall be deemed waived without further notice or action of any party.
(c) Rights of Mezzanine Lender. Any lender that makes a loan to Owner or to any Sub Ground Lessee, or to any entity holding an interest in Owner or any Sub Ground Lessee, direct or indirect, that is secured by a pledge of equity interests in Owner or any applicable Sub Ground Lessee, direct or indirect, shall be entitled to all of the rights and remedies under this Section 10.1.3 that are afforded to a Mortgagee under this Agreement, (i) provided that Owner or any applicable Sub Ground Lessee shall have provided to City written notice setting forth the name and address of any such lender, and (ii) except that such rights and remedies shall be subject and subordinate to the rights of any Mortgagee, and shall not impair any of the rights and remedies afforded any Mortgagee, hereunder.

9.1.5. Obligations of Mortgagee Under Agreement. Any Mortgagee who comes into possession of the Leasehold Estate, or a Sub Leasehold Estate, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Leasehold Estate or Sub Leasehold Estate as applicable, or part thereof, subject to the terms of City Council 22 – 279 9/17/2024

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this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of an Owner’s obligations or other affirmative covenants of an Owner hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by an Owner is a condition precedent to the performance of a covenant by City, the performance thereof shall continue to be a condition precedent to City’s performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.5 of this Agreement.
(a) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property as applicable, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of an Owner’s obligations or other affirmative covenants of an Owner hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by an Owner is a condition precedent to the performance of a covenant by City, the performance thereof shall continue to be a condition precedent to City’s performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.5 of this Agreement.

9.1.6. Fee Owners’ Right to Encumber Property. Fee Owners shall have the right to encumber the fee title in the Property by any mortgage, deed of trust or other security device securing financing for the fee title in the Property to the extent permitted pursuant to the terms of (and subject to all the terms and conditions set forth in) the Ground Lease, and nothing in this Agreement shall impair such right. Any Mortgagee of the fee title in the Property shall have all the benefits of a Mortgagee provided in this Agreement, including the right to receive notice of default and the right, but not obligation, to cure any default as permitted hereunder.

Notwithstanding anything to the contrary in this Section 9.1, a Mortgagee of the fee title shall have no obligations under this Agreement except that upon any conveyance of fee title to such Mortgagee, the Mortgagee shall assume the express obligations of the Fee Owners under this Agreement.

10. MISCELLANEOUS PROVISIONS.

10.1. Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the Orange County Recorder by the Clerk of the City Council against the Property within ten (10) days following Owner’s receipt of the fully-executed, recordable Agreement from the City. If the parties to this Agreement or their successors in interest amend or cancel this Agreement, or if the City terminates or modifies this Agreement as provided herein for failure of the Owner to comply in good faith with the terms and conditions of this Agreement, the City Clerk shall cause notice of such action recorded with the Orange County Recorder, and in connection with any termination of this Agreement, in such form or by such recordable instrument, that will allow a reputable title company to remove the Agreement as an exception to title of the Property (a “Termination Release”).

10.2. Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall City Council 22 – 280 9/17/2024

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be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.

10.3. Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the Public Benefits set forth in Section 4 of this Agreement, including the payment of the Development Impact Fees set forth therein, are essential elements of this Agreement and City would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever.

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

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

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

10.7. Joint and Several Obligations. If at any time during the Term of this Agreement the Property is owned, in whole or in part, by more than one owner, all obligations of such owners under this Agreement shall be joint and several, and the default of any such owner shall be the default of all such owners. Notwithstanding the foregoing, no owner of a single lot that has been finally subdivided and sold to such owner as a member of the general public shall have any obligation under this Agreement except as expressly provided for herein.

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

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

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

10.11. Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by: (1) strikes, lockouts or labor disputes; (2) inability to obtain labor or materials or reasonable substitutes therefor (including as a result of freight embargos); (3) inclement weather which delays or precludes construction; (4) acts of God, including but not limited to earthquakes, or the public enemy or civil commotion; (5) condemnation, (6) fire or other casualty; (7) shortage of fuel, electricity or City Council 22 – 281 9/17/2024

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natural gas; (8) action or nonaction of public utilities or of local, state or federal governments, affecting the work, including, but not limited to, any delays in the permitting process as a result of the action or inaction of such governmental authorities including government shutdown for a period of time of one (1) week or more; (9) criminal acts or acts of terrorism; or (10) pandemic or government imposed quarantine (11) other conditions similar to those enumerated above which are beyond the reasonable anticipation or control of such Party, or other causes beyond the Party’s reasonable control. If any such events shall occur, the term of this Agreement and the time for performance shall be extended for the duration of each such event , provided that the Term of this Agreement shall not be extended pursuant to this section for more than five (5) years.

10.12. Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party.

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

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

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

10.16. Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Owner is that of a government entity regulating the development of private property and the owner of such property.

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

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

City Council 22 – 282 9/17/2024

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10.19. Agent for Service of Process. In the event any Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, Owner shall file with the City Manager, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process and such service shall constitute valid service upon Owner. Owner is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto.

10.20. Certificate of Compliance. At any time during the term of this Agreement, any lender or either Party may request either Party to this Agreement to confirm that (1) this Agreement is unmodified and in full force and effect (or if there have been modifications hereto, that this Agreement is in full force and effect as modified and stating the date and nature of such modifications); (2) to the best of such Party’s knowledge, no defaults exist under this Agreement or if defaults do exist, to describe the nature of such defaults; and (3) any other information reasonably requested. Each Party hereby agrees to provide a Certificate to such lender or other Party within thirty (30) days of receipt of the written request therefor.

10.21. Authority to Execute. The person or persons executing this Agreement on behalf of Owner warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind Owner to the performance of its obligations hereunder.
[Signatures on following pages]
City Council 22 – 283 9/17/2024

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

OWNER

RCR BRISTOL, LLC,
a Delaware limited liability company
By:_______________________
Name:

Title:

Dated: _______________
CITY
City OF SANTA ANA, a California municipal
corporation
By:_________________________________
Mayor
Dated: _______________
ATTEST:

By:_________________________________
City Clerk
Dated: _______________
APPROVED AS TO LEGAL FORM:

BEST BEST & KRIEGER LLP
By:____________________________________
City Attorney
Dated: _______________
City Council 22 – 284 9/17/2024

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JOINDER
Unless expressly defined herein, all capitalized terms used herein shall have the meanings ascribed to such terms in the Development Agreement (the “Development Agreement”) to which this Joinder is attached.

The undersigned Fee Owners are hereby entering into this Joinder for the sole purpose of subjecting their fee title to the Property to the burden and effect of the Development Agreement and, upon the recording of the Development Agreement in the Official Records of Orange County, fee title to the Property shall be encumbered by all of the terms and conditions of the Development Agreement; provided, however, notwithstanding the foregoing, the City acknowledges and agrees that unless the Fee Owners hereafter execute an Assignment and Assumption Agreement in a form approved by Fee Owners and the City in the manner described in Section 2.5.1 of the Development Agreement (the “Approved Form”), the Fee Owners (including members, partners, officers, agents or representatives of Fee Owners) shall have no liability, rights or obligations under the Development Agreement except for such rights or obligations expressly set forth for the benefit or burden of Fee Owners under the Development Agreement. Unless and until an Assignment and Assumption Agreement, in the Approved Form, is executed by the Fee Owners and City, City shall have no recourse against the Fee Owners or the fee title to the Property. Fee Owners shall receive notice of default and have the right, but not obligation, to cure any default as permitted in Sections 9.1.2 and 9.1.3 of the Development Agreement. Fee Owners and their lenders shall be entitled to receive a Certificate of Compliance upon request as provided in Section 10.20 of the Development Agreement. In addition, in the event that the Ground Lease is terminated, Fee Owners shall thereafter have the right to terminate the Development Agreement upon written notice to City, in which event the City shall cause to record a Termination Release with the Orange County Recorder. For avoidance of doubt, no modification of the Development Agreement pursuant to Section 2.7 of the Development Agreement shall limit or impair the rights of Fee Owners under this Joinder without the consent of Fee Owners.

Greenville Ranch, LLC,
a California limited liability company
By: ___________________________
Alice Z. Callens, President
By: ___________________________
Louise A. Callens, Secretary/Treasurer
Executed as of __________________, 2024
City Council 22 – 285 9/17/2024

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MCG Bristol West, LLC,
a California limited liability company
By: ___________________________
David W. Cortney, Manager
Executed as of __________________, 2024
BSG West Bristol, LLC,
a California limited liability company
By: ___________________________
Robert Bradley Gisler, Manager
By: ___________________________
Susan E. Gisler, Manager
Executed as of __________________, 2024
City Council 22 – 286 9/17/2024

EXHIBIT “A”
(Legal Description of the Property)
City Council 22 – 287 9/17/2024

EXHIBIT “B”
(Map of the Property)
City Council 22 – 288 9/17/2024
EXHIBIT “C”
Development Plan and list of Project Approvals
Development Plans and entitlement applications as presented in the City Staff Report Dated September 17, 2024 are incorporated herein by reference. Project Approvals include, but may not be limited to the following entitlements:

1. The Final Supplemental Environmental Impact Report entitled “Related Bristol Specific Plan Final Environmental Impact Report” (State Clearinghouse House No. 2020029087 and City of Santa Ana Development Project No. 2022-31 (“Project FEIR”), which tiers off the GPU FEIR (SCH# 2020029087) that was certified by the City on April 19, 2022.

2. The “Related Bristol” Specific Plan, dated July 2024, adopted by the City Council on _____, 2024, by way of Ord. No. __.

3. The Vesting Tentative Tract Map, dated July 29, 2024, approved by the City Council on September 17, 2024, by way of Resolution No. __.

4. The Zoning Map Amendment dated _______2023, adopted by the City Council on _____, 2024, by way of Ord. No. __
084542\17991095v1
City Council 22 – 289 9/17/2024
Resolution No. 2024-XXX

Page 1 of 8 ends

RESOLUTION NO. 2024-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA ANA APPROVING VESTING TENTATIVE TRACT
MAP NO. 2023-01 (COUNTY MAP NO. 19272), AS

CONDITIONED, FOR A MIXED-USE DEVELOPMENT,

KNOWN AS THE RELATED BRISTOL SPECIFIC PLAN
PROJECT, AT THE 41-ACRE SITE GENERALLY
LOCATED AT 3600 BRISTOL STREET

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS:

Section 1. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows:

A. Steven Oh, with RCR Bristol, LLC (“Applicant”), on behalf of Greenville Ranch LLC, BSG West Bristol LLC, and MCG Bristol West LLC (“Property Owners”), is requesting approval of Vesting Tentative Tract Map (“TTM”) No. 2023-01 to facilitate the construction of a mixed-use development (“Project”), known as the Related Bristol Specific Plan Project, at 3600 Bristol Street (“Project Site”).

C. The Project Site has a General Plan land use designation of District Center High (DC-5) and is located within the General Commercial (C2) zoning designation in the general northern portion of the Project Site and within the Commercial Residential (CR) zoning designation in the general southern portion of the Project Site. The City Council is considering the recommendation of approval of the adoption of an Amendment Application No. 2023-03 to establish the Related California Specific Plan (SP No. 5) and a Zone Change for the Project Site via a separate resolution on September 17, , 2024.

D. Subdivision requests are governed by Chapter 34 and Chapter 41 of the Santa Ana Municipal Code (“SAMC”) and the California Subdivision Map Act (“SMA”).

City Council 22 – 290 9/17/2024
Resolution No. 2024-XXX

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E. Pursuant to Section 34-127 of the SAMC, approval of a VTTM application is required for projects proposing to create four or more parcels by the Planning Commission.

F. On August 12, 2024, the Planning Commission of the City of Santa Ana held a duly-noticed public hearing on VTTM No. 2023-01.

G. On September 17, 2024, the City Council of the City of Santa Ana held a duly-noticed public hearing on VTTM No. 2023-01
H. The City Council of the City of Santa Ana determines that the following findings, in accordance with Section 66473.5 and 66474 of the SMA and Section 34-127 of the SAMC, which must be established in order to approve VTTM No. 2023-01, have been established:

1. The proposed project and its design and improvements are consistent with the General Plan land use designation and are otherwise consistent with all other Elements of the General Plan.

The Project and its design and improvements are consistent with the General Plan land use designation of District Center – High (DC-5), which allows a maximum floor area ratio of

5.0 and up to 125 dwelling units per acre. In addition, the project supports several goals and policies of the General Plan. Specifically, the project is consistent with General Plan Land Use Element (LU) Goal 1, which encourages projects that improve quality of life and respects the existing
community. Policy LU-1.2 supports innovative development policies to expand homeownership opportunities at all
income levels. Policy LU-4.7 encourages the development of mixed-income developments with mixed housing types to
create inclusive communities and economically diverse
neighborhoods. Lastly Policy HE-2.5 of the Housing Element supports diverse types, prices, and sizes of housing.

2. The proposed project conforms to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances.

The project is consistent with the development standards specified within the project’s proposed Specific Plan (SP No. 5), including land use, height, minimum development site area, building frontages, publicly accessible open space, private/common open space, building setbacks, and parking and access. Further, the access and egress for the Project has been thoroughly review by the Public Works Agency for compliance with all applicable development standards.

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3. The project site is physically suitable for the type and density of the proposed project.

There are no physical constraints on the site that would preclude development. The proposed site consists of
approximately 41 acres of land and is physically suitable for the proposed development. The lot size, density, width, and lot coverage are consistent with the existing surrounding properties in the neighborhood and with proposed Specific Plan (SP No. 5) development standards.

4. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injuries to fish or wildlife of their habitat.

The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. The project is located in an urbanized area, and there are no known fish or wildlife populations existing on the project site.

Therefore, the proposed subdivision will not cause any
substantial environmental damage or substantially and
avoidably injure fish and wildlife or their habitat.

5. The design or improvements of the proposed project will not cause serious public health problems.

The design or improvements of the proposed project will not cause serious health problems. The subdivision will not have any detrimental effects upon the general public. The property will include necessary utilities and infrastructure
improvements as required by the SAMC and SMA.

6. The design or improvements of the proposed project will not conflict with easements necessary for public access through or use, of property within the proposed project.

The design and improvements of the project will not conflict with easements necessary for public access or use of the property within the proposed project. In addition, the CC&Rs will ensure reciprocal access rights and maintenance
agreements between properties.

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August 21, 2023. The document was made available online at the City of Santa Ana website and available for review at City Hall and the City of Santa Ana Public Library in hard copy form. In response to comments received on the Draft SEIR, the City prepared a Final SEIR and released it to the public on August 1, 2024. The Final SEIR in the City Council Resolution for FEIR No. 2020029087 is incorporated herein by reference. The City Council Resolution for FEIR No. 2020029087 recommends certification of the Final SEIR, adoption of findings under CEQA, and adoption of the Mitigation Monitoring and Reporting Program and the Statement of Overriding Considerations, and among other things, properly assesses the environmental impact of the Project in accordance with CEQA. This Resolution incorporates by reference the environmental findings and analysis set forth in the City Council Resolution for FEIR No. 2020029087 as if fully set forth herein.

Section 3. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves VTTM No. 2023-01, as conditioned in Exhibit A, attached hereto and incorporated herein for the Project at the Project Site, and as illustrated and attached hereto and incorporated herein as Exhibit B. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: The Request for City Council Staff Report dated September 17, 2024, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference.

Section 4. This Resolution shall not be effective unless and until the City Council Resolution for FEIR No. 2020029087, the City Council Ordinance for Development Agreement No. 2023-02, the City Council Ordinance for Amendment Application No. 2023-03, and the City Council Resolution to overrule of Orange County John Wayne Airport Land Use Commission’s determination of inconsistency for the project are adopted and become effective. If said resolutions and ordinances are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise do not go into effect for any reason, then this Resolution shall be null and void and have no further force and effect.

Section 5. The documents and materials associated with this Resolution that constitute the record of proceedings on which these findings are based are located at Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, CA 92701. The Planning Manager is the custodian of records for the record of proceedings.

Section 6. Pursuant to Government Code Section 66020, the Applicant may protest the imposition of fees, dedications, reservations, or other exactions imposed on this development project by taking the necessary steps and following the procedures established by Sections 66020 through 66022 of the California Government Code.

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Section 8. If any section, subsection, sentence, clause, phrase, or portion of this Resolution is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Resolution. The Planning Commission of the City of Santa Ana hereby declares that it would have adopted this Resolution and each section, subsection, sentence, clause, phrase, or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional.

ADOPTED this 17th day of September, 2024. :
_______________________
Valerie Amezcua
Mayor
APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney
By:________________________
Laura A. Rossini
Chief Assistant City Attorney
AYES: Councilmembers:

NOES: Councilmembers:

ABSTAIN: Councilmembers:

NOT PRESENT: Councilmembers:

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CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, Jennifer L. Hall, City Clerk, do hereby attest to and certify the attached Resolution No. 2024-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on September 17, 2024.

Date: ________________ ____________________________________ Jennifer L. Hall
City Clerk
City of Santa Ana
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Exhibit B
Vesting Tentative Tract Map No. 2023-01
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Exhibit 6
The Final Supplemental Environmental Impact Report (SEIR), Environmental Findings, Statement of Overriding Considerations, and the Mitigation, Monitoring, and Reporting Program for the Related Bristol Specific Plan are available:

Online on the City’s project webpage at: https://www.santa-ana.org/relatedcalifornia-bristol-specific-plan/ Physically at:

City Hall, Planning Counter
20 Civic Center Plaza
Santa Ana, CA 92701
or
Santa Ana Newhope* Library
122 N. Newhope Street
Santa Ana, CA 92703
Copies of the Specific Plan are also available for viewing online and in print at the same locations.
*Please note that the Draft SEIR was originally posted at the Santa Ana Main Library, but due to a temporary closure of the facility stemming from renovations, the Final SEIR and related materials are physically available at the Newhope Library
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Exhibit 7 – Link to Specific Plan Document and Parking Study The Final Draft Related Bristol Specific Plan document is available:

Online on the City’s project webpage at: https://www.santa-ana.org/relatedcalifornia-bristol-specific-plan/ Physically at:

City Hall, Planning Counter
20 Civic Center Plaza
Santa Ana, CA 92701
or
Santa Ana Newhope* Library
122 N. Newhope Street
Santa Ana, CA 92703
Copies of the Related Bristol Final Supplemental Environmental Impact Report (SEIR) are also available for viewing online and in print at the same locations. *Please note that the Final Draft Related Bristol Specific Plan and the Draft SEIR were originally posted at the Santa Ana Main Library, but due to a temporary closure of the facility stemming from renovations, the Final SEIR and related materials are physically available at the Newhope Library City Council 22 – 318 9/17/2024
RECORDED AT REQUEST OF: )
)
AND WHEN RECORDED RETURN TO: )
City of Santa Ana )
20 Civic Center Plaza (M-30) )
Santa Ana, CA 92702 )
Attention: Clerk of the Council )
)
______________________________________________________________________________ Exempt from filing fees pursuant to Government Code §27383 DEVELOPMENT AGREEMENT NO. 2023-02

A DEVELOPMENT AGREEMENT BETWEEN

CITY OF SANTA ANA
and

RCR BRISTOL, LLC

A DELAWARE LIMITED LIABILITY COMPANY
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C. RCR has requested that City enter into this Agreement and proceedings have been taken in accordance with applicable State law and the rules and regulations of the City in furtherance thereof.

D. The best interests of the citizens of the City of Santa Ana and the public health, safety and welfare will be served by entering into this Agreement.

H. This Agreement and the Project are consistent with the Santa Ana General Plan.

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1. DEFINITIONS AND EXHIBITS.

1.1. Definitions. The following terms when used in this Agreement (including in the recitals above) shall be defined as follows:

1.1.1. “Assigned Rights” has the meaning set forth in Section 2.5.1 hereof.

1.1.2. “Assignment and Assumption Agreement” has the meaning set forth in Section

2.5.1 hereof.

1.1.3. “Assumed Obligations” has the meaning set forth in Section 2.5.1 hereof.

1.1.4. “Agreement” means this Development Agreement.

1.1.5. “City” means the City of Santa Ana, a charter city and California municipal corporation.

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