Exhibit 10 - Combined Economic Fiscal Market and Community Benefit Studies — Santa Ana City Council, September 17, 2024

ECONOMIC AND FISCAL IMPACT ANALYSIS
Project Bristol, Santa Ana, CA
F
ebruary 7, 2023
P
repared for:

RELATED CALIFORNIA
P
repared by:

THE NATELSON DALE GROUP, INC.

P.O. Box 489
Yorba Linda, CA 92885
Telephone: (714) 692-9596
Fax: (714) 692-9597
Web: www.natelsondale.com
Related Bristol, Santa Ana, CA
Exhibit 10
Table of Contents

1. I ntroduction ..................................................................................................................................... 1 Organization of the Report .............................................................................................................. 1 Scope of the study ........................................................................................................................... 1 Project Description .......................................................................................................................... 1 Categories of Fiscal Impacts Considered in the Study ..................................................................... 2 Categories of Regional Economic Benefits Considered in the Study ............................................... 3

2. Executive Summary .......................................................................................................................... 4 Annually-recurring Impacts to the City’s General Fund ................................................................... 4 Short-term (Construction) Impacts to Regional Economy ............................................................... 4

3. Fiscal Impacts ................................................................................................................................... 6 Annually Recurring Net Fiscal Impacts to General Fund (by Budget Category) .............................. 6

4. Economic Impacts ............................................................................................................................ 7 Study Methodology.......................................................................................................................... 7 Construction Impacts to Local Economy.......................................................................................... 7

APPENDICES
Appendix A: D etailed Calculations for Fiscal Impact Analysis Appendix B: E conomic Impact Analysis Inputs/Assumptions

Exhibit 10
Tables
Table 1-1: Project Description ...................................................................................................................... 2 Table 2-1: General Fund Net Fiscal Summary .............................................................................................. 4 Table 2-2: Summary of Construction-Phase Economic Impacts .................................................................. 5 Table 3-1: General Fund Net Fiscal Impacts by Budget Category ................................................................ 6 Table 4-1: Detail of Construction-Phase Economic Impacts ........................................................................ 9

Exhibit 10
THE NATELSON DALE GROUP, INC. Page 1
Economic and Fiscal Impact Analysis
Project Bristol Project (Santa Ana, CA)

1. Introduction
This report evaluates the direct fiscal impacts and the broader economic benefits that would result from development and operation of the Project Bristol mixed use project in the City of Santa Ana. The proposed project will involve demolition of the existing (partially vacant) retail shopping center on the site and construction of a vertical mixed-use development. A detailed project description is provided below.

Organization of the Report
This introduction summarizes the project description and describes the scope of the study. Chapter 2 provides a brief summary of the fiscal and economic benefits that the proposed project would generate.

Chapter 3 evaluates the project’s recurring fiscal impacts on the entities that would be most directly affected. Chapter 4 examines the regional economic benefits that would result from the project’s construction phase. Appendix A fully documents the technical details of the fiscal analysis. Appendix B provides further technical documentation of the regional economic benefits analysis.

Scope of the study
The City of Santa Ana is the primary jurisdiction that would experience significant fiscal impacts as a result of the project. This report quantifies direct revenue and cost impacts to the City of Santa Ana based on standard fiscal impact analysis methodologies.

The regional economic benefits analysis considers the temporary impacts associated with project construction. For the construction-phase impacts, the analysis considers direct (i.e., on-site) impacts as well as indirect or “multiplier” benefits in the larger regional (Orange County) economy.

Project Description
Table 1-1, on the following page, summarizes the specific land uses assumed for development on the project site. As shown in the table, the project would include 3,750 multi-family apartment units; 350,000 square feet of retail commercial space; a 250-room hotel; and a 200-unit senior living community. As also shown on Table 1-1, existing development on the site totals approximately 465,000 square feet of retail and commercial services space.

Exhibit 10
THE NATELSON DALE GROUP, INC. Page 2
Economic and Fiscal Impact Analysis
Project Bristol Project (Santa Ana, CA)
Table 1-1: Project Description
Project Bristol
City of Santa Ana

Categories of Fiscal Impacts Considered in the Study
The fiscal impact analysis focuses on permanent, annually-recurring impacts resulting from ongoing operation of the development project.

The following categories of fiscal revenues are considered in the analysis:
• Property Tax
• Property Tax in lieu of VLF
• Sales Tax
• Transient Occupancy Tax
• Business Tax
• Other/miscellaneous General Fund revenues
The following categories of municipal costs are included in the analysis:
• Police
• Fire
• Library/Museum
• Public Works
• Community Development
• Planning and Building
• General Government (administration)
Existing Proposed
Conditions Project Net Change
Residential
Multi-family Residential (units) - 3,750 3,750 Total Residential Units - 3,750 3,750 Retail
Grocery 47,208 50,000 2,792 Fitness 37,682 45,000 7,318 Food and Beverage 56,080 70,000 13,920 Other Retail 200,312 75,000 (125,312) Services (banking, medical, etc.) 123,781 110,000 (13,781) Commercial Total Square Feet 465,063 350,000 (115,063) Hotel
Hotel Rooms - 250 250 Total Hotel - 250 250 Senior Living
Senior Living (units) - 200 200 Total Senior Living - 200 200 Source: Project Applicant.

Exhibit 10
THE NATELSON DALE GROUP, INC. Page 3
Economic and Fiscal Impact Analysis
Project Bristol Project (Santa Ana, CA)
Categories of Regional Economic Benefits Considered in the Study During the construction period, the proposed project would generate the following types of economic benefits in the regional economy:

Direct Benefits. Direct benefits relate to the short-t erm business activity of general contractors involved in the project construction.

Indirect Benefits. I ndirect benefits would result when local firms directly impacted by the project in turn purchase materials, supplies or services from other firms. An example would include increased sales of building materials as a result of construction activity.

Induced Benefits. I nduced benefits relate to the consumption spending of employees of firms that are directly or indirectly affected by the project. These would include all of the goods and services normally associated with household consumption (e.g., retail purchases, local services, etc.)1.

The analysis quantifies the above benefits in terms of the following measures:

Total industry output – the increase in gross industry receipts, representing the total economic activity generated by the project;
Value added – the p ortion of total output that most accurately reflects local economic activity (i.e., local payrolls and profits, as distinct from gross output which may include the value of raw materials purchased outside the region);
Jobs – expressed in this analysis in terms of both full-t ime and part-time jobs; and
Payroll and benefits – the total labor income (employee compensation and proprietor income) associated with the created jobs.

1 To be conservative, this analysis assumes that most construction employees will “in -commute” to the project site (i.e., live outside of the City). This ensures that the analysis does not overstate induced economic impacts. See Section 4, page 7, for further detail.

Exhibit 10
THE NATELSON DALE GROUP, INC. Page 4
Economic and Fiscal Impact Analysis
Project Bristol Project (Santa Ana, CA)

2. Executive Summary

Annually-recurring Impacts to the City’s General Fund
Table 2-1, below, summarizes the project’s recurring fiscal impacts to the City of Santa Ana. As shown on the table, at full buildout the project would generate a net surplus of approximately $10.7 million per year to the City’s General Fund. In comparison, the existing (partially vacant) commercial center on the site is estimated to generate a net fiscal benefit of about $2.8 million per year2. Thus, the proposed project would result in a net improvement of the City’s fiscal position of about $7.9 million per year.

Table 2-1: General Fund Net Fiscal Summary
Project Bristol
City of Santa Ana

Short-term (Construction) Impacts to Regional Economy
This section provides a summary of the project’s construction-phase impacts to the Orange County economy. The summary includes the sum of all direct, indirect, and induced impacts, as shown on Table 2-2 below. The total construction-related impacts would include the following:

Output: At buildout the project’s one-time construction activities would generate close to $2.9 billion in total economic activity in Orange County, through direct, indirect, and induced impacts.

Value Added: At buildout the project’s one-time construction activities would generate approximately $2.2 billion in total value added in Orange County, through direct, indirect, and induced impacts.

Employment: A t buildout the project’s one-time construction activities would support approximately 5,900 jobs per year in Orange County, through direct, indirect, and induced impacts3.

2 It should be noted that the existing shopping center has experienced increasing vacancies over time. As this trend is expected to continue based on foreseeable market conditions, the existing or baseline fiscal benefit associated with the project site is likely to decrease from current levels. 3 The jobs estimate is calculated by dividing the total number of jobs supported over the number of years for construction of the project. For example, If a worker is on the job site over the course of the entire project or over several years of the project, that job will be counted in IMPLAN more than once. (i.e. if a worker is on site for all 11 years of a construction project IMPLAN counts that as 11 jobs). However, this is in fact just one job sustained over 11 years of the project.

Existing Proposed
Ge
neral Fund Category Conditions Project Ne t Change
Revenues $3,290,327 $13,302, 933 $10,012,605
Expenditures $471,270 $2,592,846 $2,121,576
Net General Fund Impact $2,819,057 $10,710,086 $7,891,029 Source: The Natelson Dale Group, Inc. (TNDG).

Exhibit 10
THE NATELSON DALE GROUP, INC. Page 5
Economic and Fiscal Impact Analysis
Project Bristol Project (Santa Ana, CA)
Labor Income: At buildout the project’s one-time construction activities would generate approximately $1.8 billion in total employee compensation in Orange County, through direct, indirect, and induced impacts.

Table 2-2: Summary of Construction-Phase Economic Impacts Orange County
Project Bristol
Category Phas e 1 Phas e 2 Ph as e 3 Buildout
Output (000s) $1,353,647 $567,150 $942,359 $2,863,156
Value Added (000s) $1,026,296 $445,271 $754,078 $2,225,646 Employment (avg. annual) 2,427 1,468 1,970 5,865
Labor Income (000s) $833,520 $358,367 $603,966 $1,795,853 Source: IMPLAN; TNDG
Exhibit 10
THE NATELSON DALE GROUP, INC. Page 6
Economic and Fiscal Impact Analysis
Project Bristol Project (Santa Ana, CA)

3. Fiscal Impacts

Annually Recurring Net Fiscal Impacts to General Fund (by Budget Category) Table 3-1, below, shows the breakdown of the annual General Fund revenues and costs that would be generated by the proposed project. As shown on the table, at full buildout the project would generate a net surplus of approximately $10.7 million per year to the City’s General Fund. In comparison, the existing (partially vacant) commercial center on the site is estimated to generate a net fiscal benefit of about $2.8 million per year. Thus, the proposed project would result in a net improvement of the City’s fiscal position of about $7.9 million per year.

Table 3-1: General Fund Net Fiscal Impacts by Budget Category Project Bristol – City of Santa Ana

Existing Proposed
Ge
neral Fund Conditions Project Ne t Change
Revenues
Property Tax $183,131 $3,901,013 $3,717,881
Property Tax in lieu of VLF 90,991 1,938,257 1,847,267
Property Transfer Tax 3,601 76,706 73,105
Sales Tax (on-site) (1) 2,831,528 3,500,000 668,473
Sales Tax (off-site) (1) 0 805,729 805,729
Transient Occupancy Tax (TOT) 0 1,899,095 1,899,095
Charges for Services 22,877 284,429 261,552
Fines 8,824 109,703 100,879
Franchise Fees 18,588 231,100 212,513
Intergovernmental 14,511 160,109 145,598
Licenses and Permits 9,329 115,987 106,658
Business Tax 95,064 133,043 37,979
Miscellaneous 11,885 147,762 135,878
Total Revenues $3,290,327 $13,302,933 $10,012,605

Expenditures
Library + Museum Fund 13,438 $138,906 $125,468
Parks, Recreation and Community Services 42,648 440,846 398,199 Police Department 204,856 176,498 (28,358)
Fire Department 74,952 879,670 804,718
Planning and Building Agency 15,038 176,498 161,460
Public Works 15,209 178,495 163,287
Community Development 3,773 44,287 40,514
General Government 101,356 557,645 456,289
Total Expenditures $471,270 $2,592,846 $2,121,576

Net General Fund Fiscal Impact $2,819,057 $10,710,086 $7,891,029

(1) Sales tax projections are based on total City sales tax rate of 2.5%, including standard local sales tax rate of 1.0% and Measure X rate of 1.5%.

Source: The Natelson Dale Group, Inc. (TNDG).

Exhibit 10
THE NATELSON DALE GROUP, INC. Page 7
Economic and Fiscal Impact Analysis
Project Bristol Project (Santa Ana, CA)

4. Economic Impacts
Study Methodology
This analysis used the IMPLAN (Impact Analysis for Planning) economic impact modeling software to evaluate the project’s one-time construction impacts4. This software is classified as an “Input-Output” (IO) model that computes all of the economic impacts of industries in a user-defined region (in this case, Orange County), including the estimated local expenditures of employees of both project-direct and supplier firms. The current version of the IMPLAN model divides the economy into 546 sectors that correspond to 4-digit and 5-digit NAICS codes. For construction activity, the IMPLAN modeling system relies on data from the compiled U.S. Census Bureau instead of the NAICS system.

The report appendix documents all of the assumptions used in this analysis to translate project specific data into IMPLAN model inputs. As shown in Appendix B, construction-related impacts are based on anticipated construction values provided by the applicant. These construction values were matched to the appropriate IMPLAN construction sector for the impact analysis.

The economic benefits, discussed in the following sections, are expressed in terms of increased economic activity (“output”), value added, job creation, and employee compensation. See page 3 in the Introduction for definitions of these economic benefits measures. The following section summarizes total project construction-related impacts.

Construction Impacts to Local Economy
Table 4-1, on page 9, provides a detailed summary of the construction-phase impacts at buildout to the Orange County economy.

Industry Output and Value Added
During the construction phase, the project is projected to directly generate approximately $2.1 billion in total economic activity in Orange County, resulting in about to $1.7 billion in value added. In addition to its direct impacts, the indirect/induced impacts during project construction would include approximately $771.2 million in total economic activity and $489.8 million in value added (see page 3 for definitions of “direct”, “indirect” and “induced”). Thus, accounting for the full range of economic benefits in the County, during its construction phase the project will generate a grand total of about $2.9 billion in total industry output and approximately $2.2 billion in value added.

Jobs Created and Employee Compensation
During the construction phase the project is projected to generate approximately 4,756 directly related average annual jobs onsite and approximately 1,108 average annual jobs through indirect and induced economic activity. These are quantified as full-time, part-time and temporary jobs. Thus, accounting for the full range of economic benefits in Orange County – through direct, indirect, and induced activity – the project will generate close to 5,900 average annual jobs during the construction phase. The labor

4 This model was developed by researchers at the University of Minnesota and is widely used in economic impact analysis throughout the Country.

Exhibit 10
THE NATELSON DALE GROUP, INC. Page 8
Economic and Fiscal Impact Analysis
Project Bristol Project (Santa Ana, CA)
income associated with these jobs would total approximately $1.8 billion. The employee compensation component of labor income would total approximately $1.39 billion5.

To be conservative, this analysis assumes that a significant amount of construction employment will be brought in from outside Orange County. In the IMPLAN system, employment is site based, so even if a worker is brought in from outside the region they still count as “local” employment during the period of their work. However, we acknowledge that is unreasonable to assume that these outside workers will spend their income in the same way as residents. Thus, we have modified the Labor Income values for the construction Industry to account for payroll that is going to workers outside the region6. This ensures that the analysis does not overestimate induced impacts by accounting for employee spending that will, for the most part, not occur in the County. The adjustments to this analysis are documented in Appendix B, Table B-2.

5 Employee compensation is a “fully-loaded” payroll estimate: it includes wages and salaries, all benefits (e.g., health, retirement), and payroll taxes (both sides of social security, unemployment insurance taxes, etc.) . 6 The IMPLAN system has built-in factors to estimate the “in-commuting rate” (rate at which local workers commute out of the region to go home), to reduce total income before it’s distributed to local households.

However, for this analysis in-commuting rates for construction workers have been customized based on data specific to Orange County (from the U.S. Census Bureau’s Longitudinal Employer-Household Dynamics [LEHD] Origin-Destination Employment Statistics [LODES] data series). County-level jobs inflow and outflow data are available in a web-based mapping and reporting application (OnTheMap). See Appendix B for details of the “in- commuting rate” adjustment.

Exhibit 10
THE NATELSON DALE GROUP, INC. Page 9
Economic and Fiscal Impact Analysis
Project Bristol Project (Santa Ana, CA)
Table 4-1: Detail of Construction-Phase Economic Impacts Orange County
Project Bristol
Category Phas e 1 Phas e 2 Phas e 3 Buildout
Output (000s)
Direct $983,093 $415,392 $693,459 $2,091,943
Indirect 119,243 43,689 66,750 229,682
Induced 251,312 108,069 182,150 541,532____________ ____________ ____________ ____________ Total $1,353,647 $567,150 $942,359 $2,863,156
Value Added (000s)
Direct $791,713 $348,759 $595,368 $1,735,840
Indirect 74,059 27,484 42,363 143,905
Induced 160,525 69,029 116,347 345,901____________ ____________ ____________ ____________ Total $1,026,296 $445,271 $754,078 $2,225,646
Employment (avg. annual)
Direct 1,958 1,192 1,606 4,756
Indirect 140 76 96 312
Induced 329 199 268 797____________ ____________ ____________ ____________ Total 2,427 1,468 1,970 5,865
Labor Income (000s)
Direct $703,196 $305,012 $516,476 $1,524,684
Indirect 44,694 16,532 25,425 86,650
Induced 85,630 36,823 62,065 184,519____________ ____________ ____________ ____________ Total $833,520 $358,367 $603,966 $1,795,853
Source: IMPLAN; TNDG
Exhibit 10

APPENDIX A:

Detailed Calculations for Fiscal Impact Analysis

Exhibit 10
Table A-1
Summary of Annual Impacts to General Fund
Project Bristol
City of Santa Ana
Existing Proposed
General Fund Conditions Project Net Change
Revenues
Property Tax $183,131 $3,901,013 $3,717,881
Property Tax in lieu of VLF 90,991 1,938,257 1,847,267
Property Transfer Tax 3,601 76,706 73,105
Sales Tax (on-site) (1) 2,831,528 3,500,000 668,473
Sales Tax (off-site) (1) 0 805,729 805,729
Transient Occupancy Tax (TOT) 0 1,899,095 1,899,095
Charges for Services 22,877 284,429 261,552
Fines 8,824 109,703 100,879
Franchise Fees 18,588 231,100 212,513
Intergovernmental 14,511 160,109 145,598
Licenses and Permits 9,329 115,987 106,658
Business Tax 95,064 133,043 37,979
Miscellaneous 11,885 147,762 135,878
Total Revenues $3,290,327 $13,302,933 $10,012,605

Net General Fund Fiscal Impact $2,819,057 $10,710,086 $7,891,029

(1) Sales tax revenue is based on total City sales tax rate of 2.5% of taxable sales, including standard local sales tax rate of 1.0% and Measure X rate of 1.5%.

Source: The Natelson Dale Group, Inc. (TNDG).

Exhibit 10
Table A-2
Land Use Assumptions for Fiscal Impact Analysis
Project Bristol
City of Santa Ana Existing Proposed
Conditions Project Net Change
Residential
Multi-family Residential (units) - 3,750 3,750 Total Residential Units - 3,750 3,750 Retail
Grocery 47,208 50,000 2,792 Fitness 37,682 45,000 7,318 Food and Beverage 56,080 70,000 13,920 Other Retail 200,312 75,000 (125,312) Services (banking, medical, etc.) 123,781 110,000 (13,781) Commercial Total Square Feet 465,063 350,000 (115,063) Hotel
Hotel Rooms - 250 250 Total Hotel - 250 250 Senior Living
Senior Living (units) - 200 200 Total Senior Living - 200 200 Source: Project applicant.

Exhibit 10
Table A-3a
Fiscal Analysis Factors: Assessed Valuation, Taxable Sales and Hotel Revenue per Available Room (RevPAR) Project Bristol
City of Santa Ana
Taxable Sales
Total Assessed per SF / Assessed
Development Category Units or SF Value/Unit or SF RevPAR Value Residential
Apartments 3,750 $450,000 N/A $1,687,500,000 Retail/Restaurant
Existing 465,063 $204 $244 $94,886,718
New 350,000 $350 $400 $122,500,000
Hotel
Hotel Rooms 250 $325,000 $220 $81,250,000 Senior Living
Senior Living Units 200 $650,000 N/A $130,000,000 Source: Orange County Assessor's Office (for exsiting assessed value); TNDG.

Exhibit 10
Table A-3b
Fiscal Analysis Factors: Assessed Valuation, Taxable Sales and Hotel Revenue per Available Room (RevPAR) Project Bristol
City of Santa Ana
Estimated Estimated
Total Onsite Jobs per Residents per Unit2 Onsite Residents (or Development Category Units or SF Unit or SF1 or Hotel Room Employees Hotel Equivalent) Residential
Apartments 3,750 1/30 1.73 125 6,488 Retail/Restaurant
Existing 465,063 371 N/A 1,255 N/A New 350,000 324 N/A 1,082 N/A Hotel
Hotel Rooms 250 1.00 0.55 250 137 Senior Living
Senior Living Units 200 0.64 1.50 127 300 TOTAL RESIDENT EQUIVALENTS 6,925
Source: TNDG.

Notes:
1 Retail employment densities are weighted averages based on the following factors: restaurants - 1 employee/150 square feet; grocery/big box - 1 employee/500 square feet; other retail/services - 1 employee/400 square feet.

2. Hotel guests are expressed as a "resident equivalent" based on anticipated occupancy levels.

Exhibit 10
Table A-4a
Assessed Value Estimates by Project Component
Project Bristol - EXISTING CONDITIONS
City of Santa Ana
Assessed
Project Component Units / SF Value
Residential - $0
Retail 465,063 $94,886,718
Hotel - $0
Senior Living - $0
Total Assessed Value $94,886,718
Source: Orange County Assessor's Office; TNDG.

Exhibit 10
Table A-4b
Assessed Value Estimates by Project Component
Project Bristol - PROPOSED DEVELOPMENT
City of Santa Ana
Assessed
Project Component Units / SF Value
Residential 3,750 $1,687,500,000
Retail 350,000 $122,500,000
Hotel 250 $81,250,000
Senior Living 200 $130,000,000
Total Assessed Value $2,021,250,000
Source: TNDG.

Exhibit 10
Table A-5
Total Property Tax Increment by Agency
Project Bristol
City of Santa Ana
Existing
Conditions Proposed Project Net Change
Total Assessed Value $94,886,718 $2,021,250,000 $2,116,136,718 Total Property Tax @ 1.0% of Assessed Value $948,867 $20,212,500 $21,161,367 City of Santa Ana General Fund Share 19.3% 19.3%
Annual General Fund Revenue $183,131 $3,901,013 $3,717,881 Source: TNDG.

Exhibit 10
Table A-6
Projected Property Tax In Lieu of Vehicle License Fees (VLF) Project Bristol
City of Santa Ana
Citywide Assessed Value (in $000's)1
$38,930,804
Base Value for Property Tax in Lieu of VLF2
$37,332,300
Variable
Existing
Conditions
Proposed
Project Net Change
Total Assessed Value (Project) $94,886,718 $2,021,250,000 $2,116,136,718 Percentage of Citywide Assessed Value 0.2% 5.2% 4.9%
Annual Property Tax In Lieu of VLF $90,991 $1,938,257 $1,847,267 Sources: City of Santa Ana Budget (FY 2022-2023 and 2021 Comprehensive Annual Financial Report (CAFR); TNDG.

Notes: 1. See Tables A-4a and A-4b.

Exhibit 10
Table A-7
Estimate of Real Property Documentary Transfer Tax
Project Bristol
City of Santa Ana
Existing
Conditions Proposed Project Net Change
Total Assessed Value $94,886,718 $2,021,250,000 $2,116,136,718 Annual Ownership Turnover Rate 6.9% 6.9%
Annual Value of Properties Sold $6,547,184 $139,466,250 $132,919,066 City Documentary Transfer Tax Rate 0.055% 0.055%
Annual City Revenue $3,601 $76,706 $73,105
Source: TNDG
Exhibit 10
Table A-8
Estimate of On-Site Taxable Sales and City Sales Tax Revenue Project Bristol
City of Santa Ana
Project Component
Existing
Conditions
Proposed
Project Net Change
Taxable Sales: $113,261,100 $140,000,000 $26,738,900
On-Site Sales Tax @ 2.5% of Taxable Sales $2,831,528 $3,500,000 $668,473 Source: TNDG
Exhibit 10
Table A-9
Estimate of New City Off-Site Sales Tax
Project Bristol
City of Santa Ana
Proposed
Project
Apartment Residents
Total Taxable Spending of Residents1
$123,648,000
% Captured Offsite (within Santa Ana) 25%
New Taxable Sales in City $30,912,000
City Sales Tax Revenue @ 2.5% $772,800
Hotel Guests
Rooms 250
Occupancy Rate 86%
Visitors @ 1.1/occupied room 237
Spending per Visitor (annualized) $6,844
Total Taxable Retail Sales $1,618,606
% Captured Offsite (within Santa Ana) 25%
New Taxable Sales in City $404,652
City Sales Tax Revenue @ 2.5% $10,116
Senior Living
Total Dwelling Units 200
Average Daily Retail Expenditures per Unit $50.00
Total Taxable Retail Sales $3,650,000
% Captured in City (within Santa Ana) 25%
New Taxable Sales in City $912,500
City Sales Tax Revenue @ 2.5% $22,813
Total Projected Off-Site Taxable Sales: $32,229,152
Total Projected Off-Site Sales Tax Revenue: $805,729
(1) Estimated based on number of households and average household income level.

Source: TNDG.

Exhibit 10
Table A-10
Estimate of Transient Occupancy Tax (TOT) Revenue
Project Bristol
City of Santa Ana
Annual Total/
Average
Hotel rooms 250
Average annual occupancy rate 86%
Occupied room nights 78,475
Average room rate $220.00
Total annual room revenue $17,264,500
City TOT Revenue @ 11% $1,899,095
Source: TNDG
Exhibit 10
Table A-11
Estimate of New Employees
Project Bristol
City of Santa Ana
Existing
Conditions
Proposed
Project Net Change
Residential - 125 125 Retail 1,255 1,082 (174) Hotel - 250 250
Senior Living - 300 300 Total 1,255 1,757 501
Source: TNDG.

Exhibit 10
Table A-12
Derivation of Revenue Projection Factors
Project Bristol
City of Santa Ana
City of Santa Ana Population 308,459
City of Santa Ana, Employee Population 161,086
Employee Weighting Factor 0.50
Effective Employee Population 80,543
Citywide
GF Budget Allocation Relevant Per Capita
Budget Category FY 2021/22 Basis1 Population Revenue
Charges for Services $14,179,600 R+E 389,002 $36.45 Fines 5,469,000 R+E 389,002 14.06
Franchise Fees 11,521,000 R+E 389,002 29.62 Intergovernmental 7,132,040 R 308,459 23.12 Licenses and Permits 5,782,270 R+E 389,002 14.86 Business Tax 12,200,000 E 161,086 75.74 Miscellaneous 7,366,370 R+E 389,002 18.94 Sources: State of California, Department of Finance, E-5 Table (01/01/2022); Census On the Map (2019); City of Santa Ana, FY 2022-23 Proposed Budget; TNDG.

Notes: 1. Allocation basis: R - residents; R+E - residents plus effective employee population; E - employees.

GF = General Fund.

Exhibit 10
Table A-13a
Projected General Fund Revenues
Project Bristol - EXISTING CONDITIONS
City of Santa Ana
Charges for Franchise Inter- Licenses Business
Variable Services Fines Fees Governmental and Permits Tax Miscellaneous Allocation Basis R+E R+E R+E R R+E E R+E
Residents - - - - - - - Onsite Employees 1,255 1,255 1,255 1,255 1,255 1,255 1,255 Weighting Factor 0.50 0.50 0.50 0.50 0.50 1.00 0.50 Population Equivalent 628 628 628 628 628 1,255 628 Per Capita Revenue $36.45 $14.06 $29.62 $23.12 $14.86 $75.74 $18.94 Total Annual Revenue $22,877 $8,824 $18,588 $14,511 $9,329 $95,064 $11,885 Source: TNDG.

Exhibit 10
Table A-13b
Projected General Fund Revenues
Project Bristol - PROPOSED PROJECT
City of Santa Ana
Charges for Franchise Inter- Licenses Business
Variable Services Fines Fees Governmental and Permits Tax Miscellaneous Allocation Basis R+E R+E R+E R R+E E R+E
Residents 6,925 6,925 6,925 6,925 6,925 6,925 6,925 Onsite Employees 1,757 1,757 1,757 1,757 1,757 1,757 1,757 Weighting Factor 0.50 0.50 0.50 0.50 0.50 1.00 0.50 Population Equivalent 7,803 7,803 7,803 6,925 7,803 1,757 7,803 Per Capita Revenue $36.45 $14.06 $29.62 $23.12 $14.86 $75.74 $18.94 Total Annual Revenue $284,429 $109,703 $231,100 $160,109 $115,987 $133,043 $147,762 Source: TNDG.

Exhibit 10
Table A-14
Derivation of Cost Projection Factors
Project Bristol
City of Santa Ana
City of Santa Ana Population 308,459
City of Santa Ana, Employee Population 161,086
Employee Weighting Factor 0.50
Effective Employee Population 80,543
Adjustment
Citywide For New Adjusted
GF Budget Servic e General Fund Allocation Relevant Per Capita Budget Category FY 2021/22 Population Cost Basis Basis1 Population Costs Library + Museum Fund $7,338,370 90% $6,604,533 R 308,459 $21.41 Parks, Recreation, and Community Services 23,289,740 90% 20,960,766 R 308,459 67.95 Police Department 141,082,500 90% 126,974,250 R+E 389,002 326.41 Fire Department 51,618,690 90% 46,456,821 R+E 389,002 119.43 Planning and Building Agency 15,535,280 60% 9,321,168 R+E 389,002 23.96 Public Works 15,711,070 60% 9,426,642 R+E 389,002 24.23 Community Development 3,898,130 60% 2,338,878 R+E 389,002 6.01 Sources: State of California, Department of Finance, E-5 Table (01/01/2022); Census On the Map (2019); City of Santa Ana, FY 2022-23 Proposed Budget; TNDG.

1. Allocation basis: R - residents; R+E - residents plus effective employee population; Notes: E - employees.

GF = General Fund.

Exhibit 10
Table A-15a
Projected General Fund Costs
Project Bristol - EXISTING CONDITIONS
City of Santa Ana
Parks,
Recreation,
Library + and Community Police Fire Planning and Public Community Variable Museum Fund Services Department Department Building Agency Works Development Allocation Basis R R R R+E R+E R+E R+E
Residents - - - - - - - Onsite Employees 1,255 1,255 1,255 1,255 1,255 1,255 1,255 Weighting Factor 0.50 0.50 0.50 0.50 0.50 0.50 0.50 Population Equivalent 628 628 628 628 628 628 628 Per Capita Cost $21.41 $67.95 $326.41 $119.43 $23.96 $24.23 $6.01 Total Annual Cost $13,438 $42,648 $204,856 $74,952 $15,038 $15,209 $3,773 Source: TNDG.

Exhibit 10
Table A-15b
Projected General Fund Costs
Project Bristol - PROPOSED PROJECT
City of Santa Ana
Parks,
Recreation,
Library + and Community Police Fire Planning and Public Community Variable Museum Fund Services Department Department Building Agency Works Development Allocation Basis R R R R+E R+E R+E R+E
Residents 6,488 6,488 6,488 6,488 6,488 6,488 6,488 Onsite Employees 1,757 1,757 1,757 1,757 1,757 1,757 1,757 Weighting Factor 0.50 0.50 0.50 0.50 0.50 0.50 0.50 Population Equivalent 6,488 6,488 6,488 7,366 7,366 7,366 7,366 Per Capita Cost $21.41 $67.95 $326.41 $119.43 $23.96 $24.23 $6.01 Total Annual Cost $138,906 $440,846 $2,117,587 $879,670 $176,498 $178,495 $44,287 Source: TNDG.

Exhibit 10
Table A-16
Projected General Government Costs
Project Bristol
City of Santa Ana
2021-22
General Government Categories Annual Budget
City Manager $2,774,200
City Council 569,280
General Non-Departmental 49,206,780
Clerk of the Council 1,470,790
City Attorney 2,995,140
Human Resources 3,455,190
Finance Department 10,416,490
Total $70,887,870
General Fund Total $329,321,650
General Fund (non-Gen Gov't) $258,433,780
General Government Functions @ 27.4% of other General Fund costs Source: City of Santa Ana, FY 2022-23 Proposed Budget; TNDG.

Exhibit 10

APPENDIX B:

Economic Impact Analysis Inputs/Assumptions

Exhibit 10
Table B-1
IMPLAN Inputs for Construction Phase Impacts
Project Bristol
Construction Indutry Output Value by Phase
IMPLAN Industry Sector Phase 1 Phase 2 Phase 3
55 - Construction of new commercial structures $230,382,500 $35,327,500 $19,022,500 58 - Construction of new multifamily residential structures 752,710,000 380,064,000 674,436,000______________ ______________ ______________ Total $983,092,500 $415,391,500 $693,458,500
Source: IMPLAN; Applicant; TNDG.

Note : Construction values include all hard and soft (architectural, engineering, legal, etc.) costs. They do not include other common construction costs, such as land or furniture, fixtures, and equipment (FF&E). The estimated allocation between industry sectors is based on the relative distribution of project residential and commercial construction costs.

Exhibit 10

SUMMARY MEMORANDUM
September 27, 2023
T
o: Jeremy Krout, EPD Solutions
From: David Taussig and Jerry Wen, DTA
Subject: Economic Impacts Resulting from the Proposed Related Bristol Specific Plan

The intent of this memorandum is to provide a peer review of an economic impact analysis (“EIA”) prepared on behalf of Related California (“Related”) for its proposed Related Bristol Specific Plan (the “Specific Plan,” or the “Project”) to be located in the City of Santa Ana (the “City”), within the County of Orange, California (the “County”). Related submitted a fiscal impact analysis and an EIA to the City dated February 7, 2023, that was prepared by The Natelson Dale Group, Inc. The EIA component of the Related submittal (the “Related EIA”) only evaluated the projected impact of the Project on the City’s overall economy in terms of jobs and economic output on a one-time basis (e.g., construction impacts), but not on a recurring basis (e.g., permanent impacts). DTA’s approach to this engagement was to prepare its own separate EIA (the “DTA EIA”), with DTA then comparing its conclusions with those reached in the Related EIA in terms of the one-time economic impacts from the construction of the Project on the City. However, DTA also took the liberty of analyzing the annual recurring permanent economic impacts of the Project on the City, which our firm generally includes in the results of our economic impact studies to provide a more comprehensive view of a project’s effect on the local economy.

A Description of the Project Site and Project Use
A
s depicted in Figure 1, the 41.1-acre Project site located at 3600 South Bristol Street is developed with 465,063 building square feet (“BSF”) of predominately retail and restaurant uses, with some medical office, financial, and fitness uses.

Figure 1 : Project Site

Exhibit 10
2 City of Santa Ana September 27, 2023
Economic Impacts Resulting from the Proposed Related Bristol Specific Plan

Related proposed the Specific Plan to replace the existing General Commercial (“C2”) and Regional Commercial (“CR”) zoning on the Project site, demolish the existing shopping center and related infrastructure, and redevelop the Project site into a mixed-use development of for-rent residential units, retail and service uses, and a hotel. A summary of the proposed land uses and their respective associated residential unit or non-residential square footage parameters within the Project are listed below in Table 1.

Table 1 : Proposed Land Uses for the Project
Land Uses
Dwelling Units (“DUs ”),
Hotel Rooms (“RMs”), and
BSF
Residential Land Uses 3,750 DUs
Apartment 3,750 DUs
Non -R esidential Land Uses 350 ,000 BSF/250 RMs
Grocery 50,000 BSF
Fitness 45,000 BSF
Restaurant 70,000 BSF
Neighborhood Retail 75,000 BSF
Neighborhood Services 110,000 BSF
Hotel 250 RMs
B Overview of Economic Impact Analysis
T
he DTA EIA identifies the general economic impacts of the Project on the County and City.

As illustrated in Figure 2, economic impact studies operate under the basic assumption that any increase in spending resulting from a development project has direct, indirect, and induced economic effects. First, there is a direct impact c aused by the additional output of
goods or services on-site. Second, there are a ripple of indirect impacts o n all the industries whose outputs are used by firms located within the Project and various firms’ supply chains.

Third, there are induced impacts
that arise when employment increases in the region and
stimulates greater household spending. In evaluating these economic impacts, the DTA EIA incorporates two stages of the development process: construction and recurring operations. First, there is a one-time impact from the construction of the various types of land uses within the Project. Then, after the construction and tenant improvement phases are complete, the DTA EIA determines the magnitude of the permanent annual recurring impact on the economy through the ongoing operations of the development that has occurred on the Project site. For purposes of the DTA EIA, all economic impacts are stated in constant 2023 (uninflated) dollars based on the assumption that the relative impacts of inflation in future years would be difficult to gauge, and inflation-impacted numbers would not provide as clear a description of the economic impacts of the Project.

Exhibit 10
3 City of Santa Ana September 27, 2023
Economic Impacts Resulting from the Proposed Related Bristol Specific Plan

Figure 2: Direct, Indirect, and Induced Impacts

Although most economists agree that indirect and induced effects, or “multiplier” effects, exist, most economists also concur that such effects are difficult to measure. Patterns of spending and employment among suppliers and employee households often vary over time and from one region to another. DTA used the web application of the Impact Analysis for Planning (“IMPLAN”) economic modeling system for its analysis. IMPLAN is a nationally recognized input-output model that can be used to estimate the impacts of new development on the economy through the use of an economic multiplier analysis that is applied to individual counties (e.g., Orange County).

The IMPLAN model can be envisioned simply as a large spreadsheet with hundreds of industries (plus the household sector) arrayed across the top as producers and the same industries and households listed down the side as consumers. Each million dollars (output) in spending by any one consumer (i.e., the Project) is allocated across the producing industries from which it buys goods and services. These producing industries, in turn, spend money buying goods and services from their own distinct sets of suppliers. Thus, the IMPLAN multiplier model allows one to gauge the effect of each dollar expended by an industry as it diffuses through a regional economy. Furthermore, it allows one to translate the overall regional impact of spending into jobs and employee compensation. Please refer to Figure 3 for a graphical representation of the multiplier effect. The multiplier factors available to determine indirect/induced impacts are intended to reflect impacts for entire areas within the County.

Exhibit 10
4 City of Santa Ana September 27, 2023
Economic Impacts Resulting from the Proposed Related Bristol Specific Plan

Figure 3 : Multiplier Effect of Project Expenditures

Source: Northern Economics, Inc. 2011.

C Economic Impact Definition
“Employment” follows the same definition as the U.S. Bureau of Economic Analysis’ regional economic accounts and U.S. Bureau of Labor Statistics’ Census of Employment and Wages data, which is the full-time/part-time annual average. Thus, one (1) job lasting 12 months is equivalent to two (2) jobs lasting 6 months each or four (4) jobs lasting 3 months each.

In terms of a typical IMPLAN analysis, a job that lasts 6 months would be considered ½ (0.50) of a job, while one that lasts 3 months would be considered ¼ (0.25) of a job. Notably, IMPLAN’s analysis normally includes both full-time equivalent (“FTE”) jobs and part-time jobs, which can overstate the number of FTE jobs generated by a development project. In order to compensate for that factor, DTA applies a discounting factor provided by IMPLAN that varies by industry and can be used to reduce the number of direct jobs generated by IMPLAN in our Study so that it represents the equivalent of the number of FTE direct jobs.

The indirect and induced full-time/part-time job estimates for the Project were derived by DTA utilizing the IMPLAN Study Model. While the specific location of the additional indirect jobs created within the County and City cannot be definitively determined, experience and modeling indicate that a large percentage of these jobs will be support service jobs. These jobs are also likely to be located close to the Project and, therefore, within the County itself, with an estimated 50% of those jobs to be located within the City. Similarly, the Project’s jobs will lead to more consumer spending by employees patronizing existing retail establishments within the County and City, as well as new retail development that will be attracted to the County and City as a result of this spending. Job creation also results in increased tax revenues to the County and City through increased property taxes and sales taxes related to this new development.

Exhibit 10
5 City of Santa Ana September 27, 2023
Economic Impacts Resulting from the Proposed Related Bristol Specific Plan

However, because of potential differences in the timing of the build-out of the Project, the number of employees summarized above will likely not be realized at the same time.

Notably, it is possible that the build-out of the Project will occur over more than one year and the demand for some elements of the Project may fluctuate over time. “Total Economic Output”
represents the total value of all goods and/or services produced throughout a designated economy during a specified period of time, including Labor Income, Other Value Added, and the cost of Intermediate Inputs. Each of these components are defined below.
“Labor Income” i ncludes employee compensation (wages and benefits) and payments received by self-employed individuals and unincorporated business owners; “Other Value Added” encompasses other property income, such as the consumption of capital investment, profits, royalties, dividends, interest impacts, and taxes on production and imports; and
“Intermediate Inputs” include purchases of non-durable goods and services used for the production of other goods and services within a project, rather than for final consumption. Intermediate Inputs equal the Total Economic Output minus the sum of Labor Income and Other Value Added.

Similar to the indirect and induced job estimates, the specific location of the additional indirect and induced Labor Income, Other Value Added, and Intermediate Inputs created within the County and City cannot be definitively determined. Since 50% of the additional indirect and induced jobs are assumed to be located close to the Project and within the City as previously discussed, DTA estimated that 50% of those additional indirect and induced economic outputs will be located within the City.

D One -time Economic Impacts of the Project
A
s reflected in Table 2, the one-time economic impacts from the construction of the Project on the City will be significant. First, the Project is anticipated to create 13,869 FTE construction jobs on-site during its overall construction period. In addition, the Project is expected to generate 2,965 indirect and induced full-time/part-time jobs off-site within the City, for a total of 16,834 one-time jobs within the City. The total Labor Income associated with these added employees will equal $1,269.1 billion directly on-site, plus $210.6 million off-site but within the City, for a total increase in Labor Income of $1.5 billion Citywide on a one-time basis. Finally, adding in $526.6 million in Other Value-Added revenues and $667.3 million in Intermediate Inputs yields a total one-time Citywide economic output for the Project of $2.67 billion, which represents a significant boost for construction within the City. Notably, the one-time construction output represents the aggregate outputs generated during the overall Project construction period, which could span over more than one year. Please see Attachment 1 -A
of this memorandum for the projected one-time
economic impacts generated by each phase of the Project construction.

Exhibit 10
6 City of Santa Ana September 27, 2023
Economic Impacts Resulting from the Proposed Related Bristol Specific Plan

Table 2: Project’s One -Time/Construction Impacts on the City (DTA EIA)

One -Time/Construction Impacts Direct Indirect/Induced Total Employment 13,869 2,965 16,834
Overall Economic Output $2,091,942,500 $581,697,147 $2,673,639,647 Labor Income $ 1,269,139,520 $210,631,484 $1,479,771,004 Other Value Added $370,036,466 $156,577,043 $526,613,510 Intermediate Inputs $452,766,514 $214,488,620 $667,255,134 Note: All numbers are subject to rounding.

The Related EIA estimated aggregate one-time economic impacts of $2,863,156,000 on the City, approximately 7% greater than DTA’s projection. The difference in the impact projection may be attributable to small variations in the IMPLAN economic data set and location assumptions for indirect/induced impacts utilized in Related EIA, as compared with the DTA EIA. But overall, the results of the Related EIA regarding economic impacts of the Project were very close to those determined in the DTA EIA., E Recurring Economic Impacts of the Project
A
s shown in Table 3, the annual recurring economic impacts of the Project on the City will be substantial. First, the Project is anticipated to create 1,302 permanent FTE jobs on-site.

In addition, the Project is expected to generate 284 permanent recurring indirect and induced full-time/part-time jobs off-site within the City, for a total of 1,586 jobs. As the City’s total current workforce consists of 141,543 employees, FTE and part-time employees holding these additional jobs will constitute a 1.12% increase in the size of the City’s current workforce. The total Labor Income associated with these new jobs will equal $71.2 million generated annually directly on-site, plus $21.5 million off-site Citywide, for a total increase in Labor Income of $92.7 million annually within the City. Finally, adding in $159.8 million in Other Value-Added revenues and $84.8 million in Intermediate Inputs yields a total recurring Citywide economic output of $337.2 million per year from the Project, which represents a considerable boost to the City’s economy. Please see Attachment 1 -B of this
memorandum for the projected annual recurring economic impacts generated by each land use of the Project.

Table 3 : Project’s Total Recurring Annual Impacts on the City (DTA EIA) Recurring Annual Impacts Direct Indirect/Induced Total
Employment 1,302 284 1,586
Overall Economic Output $279,254,889 $57,963,903 $337,218,792 Labor Income $71,197,956 $21,471,254 $92,669,210
Other Value Added $145,851,647 $13,917,290 $159,768,937 Intermediate Inputs $62,205,285 $22,575,360 $84,780,645 Note: All numbers are subject to rounding.

F Job -Housing Balance
T
he jobs-housing balance is an indicator of the relative equilibrium between employment and housing opportunities in a given area. A positive balance between jobs and housing has a beneficial impact on a municipality by decreasing costs associated with commuting Exhibit 10
7 City of Santa Ana September 27, 2023
Economic Impacts Resulting from the Proposed Related Bristol Specific Plan

and traffic congestion. It also reduces commute times, improves local social, cultural and family involvement, provides a more attractive work/life balance to residents, and generates savings to local public agencies in terms of the need to construct and maintain new road improvements and other facilities.

As reflected in Table 4 and Figure 4, the City’s current ratio of jobs within the City as compared with the number of housing units Citywide is 1.725, as compared with a Statewide average of 1.260. The addition of 1,586 new jobs through the construction of the Project would decrease the jobs/housing ratio modestly to 1.664, as the 3,750 new housing units incorporated in the Project are greater than the 1,586 permanent recurring jobs to be generated by the Project. As noted previously, the Related EIA did not evaluate the permanent recurring economic impacts of the Project, so no comparison with the DTA EIA was necessary.

Table 4 : Pre-Project and Post-Project Jobs-Housing Balance (DTA EIA) Description Citywide Average Statewide
Average Pre-Project Post-Project
Number of Jobs 141,543 1 143,129 18,536,600
Number of Housing Units 82,058 86,008 14,711,648
Existing2 82,058 82,058 14,707,698
New N/A 3,750 3,750
Jobs -Housing Balance 1.725 1.664 1.260

Figure 4 : Pre-Project and Post-Project Jobs-Housing Balance

If you have any further questions regarding any of the issues raised in this memorandum, please feel free to contact David Taussig or Jerry Wen at (800) 969-4DTA.

Enclosures:

1. Attachment 1 – DTA EIA

1 Spotlight by Environics Analytics, Employment Profiles by NAICS Code 2022. 2 Labor Market Information Division, State of California Employment Development Department.

Exhibit 10

ATTACHMENT 1
City of Santa Ana
Related Bristol Specific Plan

DTA ECONOMIC

IMPACT ANALYSIS
(“DTA EIA”)
Exhibit 10
Attachment 1-A
Proposed Related Bristol Specific Plan
City of Santa Ana
One-time Economic Impact (2023$)
Per
Employee Aggregate
Phase One Construction
County 9,288.37 $85,336 $792,630,738 $307,850,304 $437,283,809 $1,537,764,851 Direct 6,484.00 $91,293 $591,945,261 $159,179,588 $231,967,651 $983,092,500 Indirect 702.98 $82,561 $58,039,101 $37,315,961 $57,991,211 $153,346,273 Induced 2,101.39 $67,882 $142,646,376 $111,354,755 $147,324,947 $401,326,078 City 7,886.19 $87,785 $692,288,000 $233,514,946 $334,625,730 $1,260,428,675 Direct 6,484.00 $91,293 $591,945,261 $159,179,588 $231,967,651 $983,092,500 Indirect1 351.49 $82,561 $29,019,550 $18,657,980 $28,995,606 $76,673,136 Induced1 1,050.70 $67,882 $71,323,188 $55,677,378 $73,662,473 $200,663,039 Phase Two Construction
County 3,934.69 $85,406 $336,045,553 $138,560,692 $170,052,609 $644,658,854 Direct 2,761.00 $91,631 $252,993,035 $76,709,353 $85,689,112 $415,391,500 Indirect 282.77 $79,837 $22,574,996 $14,640,658 $21,902,382 $59,118,037 Induced 890.93 $67,882 $60,477,522 $47,210,680 $62,461,114 $170,149,317 City 3,347.85 $87,973 $294,519,294 $107,635,022 $127,870,860 $530,025,177 Direct 2,761.00 $91,631 $252,993,035 $76,709,353 $85,689,112 $415,391,500 Indirect1 141.38 $79,837 $11,287,498 $7,320,329 $10,951,191 $29,559,019 Induced1 445.46 $67,882 $30,238,761 $23,605,340 $31,230,557 $85,074,658 Phase Three Construction
County 6,576.12 $85,419 $561,726,197 $236,779,557 $274,407,336 $1,072,913,090 Direct 4,624.00 $91,739 $424,201,223 $134,147,526 $135,109,751 $693,458,500 Indirect 462.86 $78,710 $36,431,570 $23,715,422 $34,888,419 $95,035,410 Induced 1,489.26 $67,882 $101,093,404 $78,916,609 $104,409,167 $284,419,180 City 5,600.06 $88,028 $492,963,710 $185,463,541 $204,758,544 $883,185,795 Direct 4,624.00 $91,739 $424,201,223 $134,147,526 $135,109,751 $693,458,500 Indirect1 231.43 $78,710 $18,215,785 $11,857,711 $17,444,209 $47,517,705 Induced1 744.63 $67,882 $50,546,702 $39,458,305 $52,204,583 $142,209,590 Grand Total - County 19,799.18 $85,377 $1,690,402,488 $683,190,553 $881,743,754 $3,255,336,795 Grand Total - City 16,834.09 $87,903 $1,479,771,004 $526,613,510 $667,255,134 $2,673,639,647 1 Assumes 50% of County's indirect/induced impacts will be created within the City.

Total Output Impact Employment
Labor Income Other Value
Added
Intermediate
Expenditures

Page 1 of 1 ends

Exhibit 10
Attachment 1-B
Proposed Related Bristol Specific Plan
City of Santa Ana
Recurring Economic Impact (2023$)
Per
Employee Aggregate
Senior Living
County 167.37 $66,601 $11,146,788 $3,571,752 $7,130,751 $21,849,292 Direct 116.00 $65,956 $7,650,917 $1,313,398 $3,515,686 $12,480,000 Indirect 22.65 $68,204 $1,544,500 $732,559 $1,600,041 $3,877,101 Induced 28.72 $67,941 $1,951,371 $1,525,796 $2,015,024 $5,492,191 City 141.68 $66,337 $9,398,852 $2,442,575 $5,323,219 $17,164,646 Direct 116.00 $65,956 $7,650,917 $1,313,398 $3,515,686 $12,480,000 Indirect1 11.32 $68,204 $772,250 $366,280 $800,021 $1,938,550 Induced1 14.36 $67,941 $975,685 $762,898 $1,007,512 $2,746,096 Apartment
County 215.76 $70,613 $15,235,848 $121,812,613 $12,632,928 $149,681,389 Direct 148.00 $66,100 $9,782,733 $118,195,758 $7,021,509 $135,000,000 Indirect 25.61 $101,386 $2,596,123 $1,393,560 $2,659,746 $6,649,429 Induced 42.16 $67,768 $2,856,992 $2,223,295 $2,951,673 $8,031,960 City 181.88 $68,777 $12,509,290 $120,004,186 $9,827,218 $142,340,695 Direct 148.00 $66,100 $9,782,733 $118,195,758 $7,021,509 $135,000,000 Indirect1 12.80 $101,386 $1,298,062 $696,780 $1,329,873 $3,324,715 Induced1 21.08 $67,768 $1,428,496 $1,111,648 $1,475,836 $4,015,980 Grocery
County 183.96 $60,600 $11,148,053 $5,520,489 $9,188,286 $25,856,828 Direct 131.00 $55,683 $7,294,535 $2,964,762 $5,066,613 $15,325,910 Indirect 23.19 $79,013 $1,832,458 $977,515 $2,034,397 $4,844,370 Induced 29.77 $67,893 $2,021,059 $1,578,212 $2,087,276 $5,686,548 City 157.48 $58,555 $9,221,294 $4,242,625 $7,127,449 $20,591,369 Direct 131.00 $55,683 $7,294,535 $2,964,762 $5,066,613 $15,325,910 Indirect1 11.60 $79,013 $916,229 $488,758 $1,017,198 $2,422,185 Induced1 14.88 $67,893 $1,010,530 $789,106 $1,043,638 $2,843,274 Fitness
County 17.45 $47,897 $835,925 $335,010 $819,194 $1,990,129 Direct 13.00 $39,423 $512,503 $106,773 $444,400 $1,063,676 Indirect 2.28 $77,113 $176,002 $112,999 $222,560 $511,561 Induced 2.17 $67,931 $147,420 $115,238 $152,234 $414,892 City 15.23 $44,280 $674,214 $220,892 $631,797 $1,526,903 Direct 13.00 $39,423 $512,503 $106,773 $444,400 $1,063,676 Indirect1 1.14 $77,113 $88,001 $56,499 $111,280 $255,780 Induced1 1.09 $67,931 $73,710 $57,619 $76,117 $207,446
Total Output
Labor IncomeLand Use/
Impact Employment Other Value
Added
Intermediate
Expenditures

Page 1 of 3 ends

Exhibit 10
Attachment 1-B
Proposed Related Bristol Specific Plan
City of Santa Ana
Recurring Economic Impact (2023$)
Per
Employee Aggregate Total Output
Labor IncomeLand Use/
Impact Employment Other Value
Added
Intermediate
Expenditures
Full-Service Restaurant
County 282.66 $55,215 $15,607,045 $7,936,087 $15,408,912 $38,952,044 Direct 205.00 $46,578 $9,548,505 $4,077,201 $9,124,294 $22,750,000 Indirect 36.75 $89,265 $3,280,317 $1,688,322 $3,415,525 $8,384,164 Induced 40.91 $67,912 $2,778,223 $2,170,564 $2,869,094 $7,817,880 City 243.83 $51,584 $12,577,775 $6,006,644 $12,266,603 $30,851,022 Direct 205.00 $46,578 $9,548,505 $4,077,201 $9,124,294 $22,750,000 Indirect1 18.37 $89,265 $1,640,158 $844,161 $1,707,762 $4,192,082 Induced1 20.45 $67,912 $1,389,111 $1,085,282 $1,434,547 $3,908,940 Quick-Service Restaurant
County 507.07 $53,405 $27,079,721 $17,168,095 $38,086,559 $82,334,374 Direct 341.00 $41,940 $14,301,586 $8,853,328 $24,095,086 $47,250,000 Indirect 94.75 $83,756 $7,935,672 $4,532,746 $8,990,442 $21,458,860 Induced 71.32 $67,899 $4,842,462 $3,782,021 $5,001,031 $13,625,514 City 424.03 $48,795 $20,690,654 $13,010,711 $31,090,822 $64,792,187 Direct 341.00 $41,940 $14,301,586 $8,853,328 $24,095,086 $47,250,000 Indirect1 47.37 $83,756 $3,967,836 $2,266,373 $4,495,221 $10,729,430 Induced1 35.66 $67,899 $2,421,231 $1,891,010 $2,500,516 $6,812,757 Neighborhood Retail
County 114.98 $58,598 $6,737,583 $3,811,706 $5,786,156 $16,335,445 Direct 83.00 $50,496 $4,191,198 $2,288,355 $3,266,795 $9,746,348 Indirect 14.58 $93,550 $1,364,252 $598,774 $1,298,703 $3,261,729 Induced 17.40 $67,951 $1,182,133 $924,576 $1,220,658 $3,327,368 City 98.99 $55,201 $5,464,390 $3,050,031 $4,526,476 $13,040,896 Direct 83.00 $50,496 $4,191,198 $2,288,355 $3,266,795 $9,746,348 Indirect1 7.29 $93,550 $682,126 $299,387 $649,351 $1,630,865 Induced1 8.70 $67,951 $591,066 $462,288 $610,329 $1,663,684 Neighborhood Services
County 254.56 $73,787 $18,783,249 $7,010,022 $10,749,019 $36,542,290 Direct 182.00 $73,642 $13,402,932 $3,358,441 $5,238,627 $22,000,000 Indirect 23.69 $86,996 $2,061,183 $1,057,700 $2,082,796 $5,201,679 Induced 48.87 $67,922 $3,319,133 $2,593,881 $3,427,596 $9,340,610 City 218.28 $73,727 $16,093,090 $5,184,231 $7,993,823 $29,271,145 Direct 182.00 $73,642 $13,402,932 $3,358,441 $5,238,627 $22,000,000 Indirect1 11.85 $86,996 $1,030,592 $528,850 $1,041,398 $2,600,840 Induced1 24.43 $67,922 $1,659,567 $1,296,940 $1,713,798 $4,670,305

Page 2 of 3 ends

Exhibit 10
Attachment 1-B
Proposed Related Bristol Specific Plan
City of Santa Ana
Recurring Economic Impact (2023$)
Per
Employee Aggregate Total Output
Labor IncomeLand Use/
Impact Employment Other Value
Added
Intermediate
Expenditures
Hotel
County 125.61 $60,235 $7,566,253 $6,520,453 $7,554,198 $21,640,905 Direct 83.00 $54,374 $4,513,047 $4,693,632 $4,432,276 $13,638,955 Indirect 22.92 $74,838 $1,715,471 $780,941 $1,740,536 $4,236,948 Induced 19.69 $67,938 $1,337,735 $1,045,880 $1,381,386 $3,765,002 City 104.31 $57,903 $6,039,650 $5,607,042 $5,993,237 $17,639,930 Direct 83.00 $54,374 $4,513,047 $4,693,632 $4,432,276 $13,638,955 Indirect 11.46 $74,838 $857,736 $390,471 $870,268 $2,118,474 Induced 9.85 $67,938 $668,867 $522,940 $690,693 $1,882,501 Grand Total - County 1,869.42 $61,057 $114,140,464 $173,686,227 $107,356,004 $395,182,695 Grand Total - City 740.10 $59,967 $44,381,426 $159,768,937 $84,780,645 $337,218,792 1 Assumes 50% of County's indirect/induced impacts will be created within the City.

Page 3 of 3 ends

Exhibit 10

SUMMARY MEMORANDUM
September 27, 2023
T
o: Jeremy Krout, EPD Solutions
From: David Taussig and Jerry Wen, DTA
Subject: Fiscal Impacts Resulting from the Proposed Related Bristol Specific Plan

The intent of this memorandum is to provide a peer review of a fiscal impact analysis (“FIA”) prepared on behalf of Related California (“Related”) for its proposed Related Bristol Specific Plan (the “Specific Plan,” or the “Project”) being proposed in the City of Santa Ana (the “City”), located in the County of Orange, California (the “County”). Related submitted an FIA (the “Related FIA”) to the City dated February 7, 2023, that was prepared by The Natelson Dale Group, Inc., to evaluate the projected fiscal impact to the City’s General Fund that would result from the development of the Project.

EPD Solutions has engaged DTA on behalf of the City to peer review the Related FIA. As part of its review process, DTA prepared its own FIA (the “DTA FIA”) to evaluate the conclusions presented in the Related FIA. The specific purpose of the DTA FIA is (i) to determine whether the Project will generate sufficient revenues to cover the costs of all of the public services typically financed by the City’s General Fund and (ii) to summarize the major differences between the assumptions utilized and the conclusions reached by the two FIAs. For purposes of this memorandum, DTA focused on the fiscal impacts of the proposed Project, rather than the fiscal impacts of the existing development on the Project site.

A Description of the Project Site and Project Use
A
s depicted in Figure 1, the 41.1-acre Project site located at 3600 South Bristol Street is currently the site of 465,063 existing building square feet (“BSF”) of predominately retail and restaurant uses, with some medical office, financial, and fitness uses.

Figure 1 : Project Site

Exhibit 10
2 City of Santa Ana September 27, 2023
Fiscal Impacts Resulting from the Proposed Related Bristol Specific Plan

Related proposed the Specific Plan to replace the existing General Commercial (“C2”) and Regional Commercial (“CR”) zoning on the Project site, demolish the existing shopping center and related infrastructure, and redevelop the Project site into a mixed-use development of for-rent residential units, retail and service uses, and a hotel. A summary of the proposed land uses and their respective associated residential dwelling unit and non- residential square footage parameters within the Project are listed below in Table 1.

Table 1 : Proposed Land Uses for the Project
Land Uses
Dwelling Units (“DUs ”),
Hotel Rooms (“RMs”), and
BSF
Residential Land Uses 3,950 DUs
Senior Living 200 DUs
Apartments 3,750 DUs
Non -R esidential Land Uses 350 ,000 BSF/250 RMs
Grocery 50,000 BSF
Fitness 45,000 BSF
Restaurant 70,000 BSF
Neighborhood Retail 75,000 BSF
Neighborhood Services 110,000 BSF
Hotel 250 RMs
B Analytic Methodology and Assumptions
N
otably, only recurring revenues and costs are analyzed in both of the FIAs. Costs that are considered non-recurring, such as capital expenditures, are excluded from both analyses. This is because new development is generally required to construct its own new capital improvements, such as roads or parks, or pay Development Impact Fees (“DIFs”) that enable the City or some other developer to construct these improvements. As capital construction costs and DIFs are considered to be “one-time” costs that will not recur, there is no expectation that new development will need to pay for these capital expenditures or DIFs a second time. In sum, the FIAs reflect the projected recurring annual fiscal deficit or fiscal surplus to the City’s General Fund that will result from the development of the Project.

Unless otherwise noted in the text below, DTA utilized many of the same analytical assumptions that were employed in the Related FIA. DTA has not, to date, been provided with an alternative set of Project land uses, residential rents, product absorption schedules or other assumptions that contradict some of the Related FIA’s assumptions. As such, DTA included most of these Related FIA assumptions in the DTA FIA. If City staff questions any of these assumptions, DTA could revise its fiscal analysis to reflect other assumptions that the City feels are more realistic.

However, the DTA FIA did identify some assumptions in the Related FIA that might be questionable, and these assumptions were modified for purposes of the DTA FIA, thereby resulting in a significantly smaller Project annual fiscal surplus as compared with the Related FIA. Listed below are the revisions incorporated in the DTA FIA that varied from those employed in the Related FIA.

Exhibit 10
3 City of Santa Ana September 27, 2023
Fiscal Impacts Resulting from the Proposed Related Bristol Specific Plan

General Fund Budget: In analyzing the City’s General Fund budget, the Related FIA calculated the average revenues/costs per Person Served based on the Fiscal Year (“FY”) 2021-22 General Fund budget. As the City’s General Fund budget for FY 2022-23 is now available, DTA analyzed the costs and revenues in the latter budget, which represents an update of the budget utilized in the Related FIA Discounted Revenues: The Related FIA made assumption s regarding fixed costs versus variable costs in the City’s General Fund budget, based on the premise that certain portions of the City’s expenditures are fixed costs that will not vary based on the development of the Project, while other portions of the City’s expenditures are variable and will increase as a result of the Project. On the other hand, the Related FIA chose not to discount any General Fund revenues, and therefore did not incorporate potential discounts in revenues that are unlikely to grow on a 1 to 1 basis with the Project’s development. DTA took a more realistic approach by applying 15% to 90% discount rates to various General Fund revenues to estimate the ratio of fixed revenues, such as franchise fees and businesses licenses. In addition, a 100% discount was applied to money and property use revenues, miscellaneous revenues, and the commercial cannabis tax, as these revenues are not anticipated to increase significantly as a result of the construction of the Project. The revenue discounts applied in the DTA FIA are listed in Attachment 1 -A of this memorandum.

As noted
previously, these discounted revenue assumptions differ from the revenue assumptions made within the Related FIA, as no City General Fund revenue streams were discounted in the Related FIA.

Intergovernmental Revenues: DTA applied a 100% disc ount to the intergovernmental revenues received by the City. Based on DTA’s experience, the allotment of intergovernmental revenues generally involves complex socioeconomic and demographic factors that are difficult to forecast and often have no relationship to the amount of new development that is being constructed.

General Government Overhead Costs: As listed in Attachment 1 -K the marginal increase in the general government overhead costs associated with the additional non-general government expenditures incurred by new development is assumed to be 75%, which means a 25% discount was applied to these overhead costs.

Discounting Expenditures: Certain service costs are not expected to increase one-to-one with new development. Thus, a 15% discount rate was applied to various General Fund expenditures to reflect the estimated ratio of fixed expenditures (not impacted by future development) to variable expenditures, as reflected in Attachment 1 -B.

Notably, DTA has conservatively assumed
that no discount factors would be applied to public safety and public works expenditures as a result of the Project. In contrast, the Related FIA applied 10% to 40% discount rates to these expenditures, as well as others. The validity of these DTA’s discounts versus Related’s discounts could be analyzed by City staff to ensure that they are properly assigned to the City’s costs.

Exhibit 10
4 City of Santa Ana September 27, 2023
Fiscal Impacts Resulting from the Proposed Related Bristol Specific Plan

Residential Population: For apartment and senior hou sing development, the Related FIA assumed an average household size of 1.73 and 1.50 persons respectively, without citing the source of those metrics. As detailed in Attachment 1 -C , DTA utilized the following metrics in estimating the residential population for the Project at its build-out.

Apartments: Household size for residential use gener ally correlates with its dwelling size. The Capital Facilities Capacity Charges (“CFCC”) for the Orange County Sanitation District established a base charge of $5,719 for a three-bedroom single-family home, with the rates for other residential uses adjusted by their respective dwelling size as compared to a typical three-bedroom single-family home. Assuming that the apartments will be comprised of 50% two- bedroom units, 25% three-bedroom units and 25% studio units, the blended CFCC rate is estimated at $3,174, which is 55.5% of the base rate. According to the California Department of Finance, the average household size in the City is estimated at 3.72 as of January 1, 2023.

Applying the 55.5% factor to the current Citywide average household yields an estimated average household size of 2.06 persons for the Project’s apartments.

Senior Housing: According to the Administration for
Community Living, a division within the U.S. Department of Health and Human Services, 69% of seniors live with their spouse, with the remaining 31% living alone. Based on those ratios, the average household size for a senior housing unit is estimated at 1.69 persons.

Hotel Guests: DTA conservatively included daily hot el guests as part of the Persons Served population when estimating the City’s public safety costs related to the Project. A hotel guest is typically assumed to be equivalent to 50% of a resident, given that they would spend only 8 active hours in the City per day versus a resident who is active for 16 hours per day.

Tax Sharing (Secured Property Taxes): Property tax re venue estimates were derived using apportionment factors provided by the County Auditor- Controller as applied to the general 1% ad valorem property tax levy. As presented in Attachment 1 -D,
total secured property tax revenues received
by the City from the proposed Project will equal approximately 19.08% of the basic 1% ad valorem tax rate [Proposition (“Prop”) 13], net of the projected Education Revenue Augmentation Fund (“ERAF”) property tax shifts. The Related FIA utilized an allocation factor of 19.3%.

Property Tax In Lieu of Vehicle License Fees (“VLFs” ): Per California Revenue and Taxation Code §97.70, the property tax in lieu of VLF amount now increases in proportion to the growth rate of the Citywide gross assessed valuation of taxable property from the prior fiscal year. As listed in Attachment 1-D,
property taxes in lieu of VLF revenues constitute an addition to other property tax apportionments and were calculated for the purposes Exhibit 10
5 City of Santa Ana September 27, 2023
Fiscal Impacts Resulting from the Proposed Related Bristol Specific Plan

of DTA FIA at $1.23 per $1,000 increase in assessed valuation on a Citywide basis, whereas the Related FIA assumed $0.96 per $1,000 increase.

Taxable Sales per BSF: The Related FIA estimated aver age taxable sales of $400 per BSF for retail commercial uses. Given that fitness and neighborhood service uses will generate a de minimis amount of taxable sale receipts, and that only approximately 35% of grocery store sales are taxable, DTA utilized the following metrics in calculating taxable sale receipts as listed in Attachment 1 -E.

Grocery: A taxable sales of $315 per BSF is utilized based on the gross sales of $900 per BSF and 35% of such sales being taxable.

Restaurant: A taxable sales factor of $1,000 per BSF is utilized assuming that restaurant use will be comprised of an equal percentage of fast-service and full-service restaurants, with fast- service and full-service restaurants generating $1,350 and $650 taxable sales per BSF, respectively.

Neighborhood Retail: Based on the market research per formed by DTA, a taxable sale of $400 per BSF is utilized.

Indirect Sales Tax: As detailed in Attachment 1 -E, DTA utilized the 2021 Consumer Expenditure Survey published by the U.S. Bureau of Labor Statistics to estimate the annual household taxable retail spending, and the Office Worker Retail Spending in a Digital Age published by ICSC to estimate the annual spending on lunch by on-site employees. The Related FIA did not provide details on the source of the taxable sales receipts generated by on- site residents and employees that were utilized in their FIA.

Measure X Sales Tax: In November 2018, the City’s vot ers approved Measure X, a local 1.5% sales tax rate that became effective April 1, 2019, to provide funding for neighborhood safety, homeless prevention, and essential City services enhancement. Measure X rate will decrease to 1% in 2029 and sunset in 2039. Given that build-out of the Project is expected to occur after 2029, DTA assumed that the revenues to be provided by the Measure X sales tax at the Project’s build-out will only be 1%. In contrast, the Related FIA utilized the current 1.5% rate for its Measure X sales tax projections at buildout.

C FIA Conclusion Comparison
A
s listed in Table 1, the overall net fiscal impact associated with the Project's build-out is projected to generate an annual recurring fiscal surplus to the City's General Fund under both the Related FIA and DTA FIA. However, DTA methodology projects a significantly lower annual recurring fiscal surplus of $3,394,298 per year, versus the Related FIA’s recurring fiscal surplus of $8,768,999 per year. The Related FIA actually projects a surplus of over $10,710,000 annually in its Executive Summary (Table 2-1) and its Net Fiscal Impact Table (Table 3-1), but DTA took the liberty of increasing police department costs in the Related FIA from $176,498 to $2,117,587, as the latter figure was listed as the total Project police costs in Table A-15b of the Related FIA, but then was replaced by a much lower figure ($176,498) in the tables in which net fiscal impacts were calculated. DTA assumed that the Exhibit 10
6 City of Santa Ana September 27, 2023
Fiscal Impacts Resulting from the Proposed Related Bristol Specific Plan

use of the much lower cost estimate for police services in the Related FIA was probably based on an analysis error.

T able 1 : Comparison of Project’s Net Fiscal Impacts in Related FIA Versus DTA FIA Fiscal Impact Category Related FIA DTA FIA Difference
Recurring General Fund Revenues
Secured Property Tax $ 3,901,013 $ 3,856,860 ($44,153) Property Transfer Tax $ 76,706 $ 76,707 $ 1
Property Tax In Lieu of Vehicle License Fee $ 1,938,257 $ 2,359,024 $ 420,767 Direct Sales Tax $ 3,500,000 $ 1,521,111 ($1,978,889) Indirect Sales Tax $ 805,729 $ 504,963 ($300,766)
Transient Occupancy Tax $ 1,899,095 $ 1,899,095 $ 0
Utility User's Tax N ot Included $ 697,867 $ 697,867
Business Licenses $ 133,043 $ 142,507 $ 9,464
Franchise Fees $ 231,100 $ 223,081 ($8,019)
Charges for Services $ 284,429 $ 204,276 ($80,153)
Licenses and Permits $ 115,987 $ 36,899 ($79,088)
Fines and Forfeitures $ 109,703 $ 111,141 $ 1,438
Adult-Use Retail Business Cannabis Tax N ot Included $ 45,503 $ 45,503 Medical Marijuana Taxes N ot Included $ 2,040 $ 2,040
Intergovernmental 1 60,109 $ 0 ($160,109)
Miscellaneous $ 147,762 $ 0 ($147,762)
Investment Income N ot Included $ 10,041 $ 10,041
Total Recurring Revenues $13,302,933 $11,691,114 ($1,611,818) Recurring General Fund Expenditures
Police Department $ 2,117,5871 $3,522,628 $ 1,405,041 Fire Department $ 879,670 $ 1,331,278 $ 451,608
Public Works $ 178,495 $ 1,162,236 $ 983,741
Park, Recreation & Community Services $ 440,846 $ 276,301 ($164,545) Community Development $ 44,287 $ 161,700 $ 117,413
Library & Museum $ 138,906 $ 187,689 $ 48,783
General Government $ 734,143 $ 1,655,034 $ 920,891
Total Recurring Expenditures $4,533,934 1 $8,296,866 $3,762,932 Net Fiscal Impact to General Fund
Total Annual Recurring Surplus/(Deficit) $8,768,999 1 $3,394,248 ($5,374,751) Total Annual Revenue/Expenditure Ratio 2.93 1.41 N/A
Note:
1 The total recurring General Fund expenditures and net fiscal impact listed in the Related FIA appeared to be incorrect due to an apparent mistaken entry in the projected police expenditures row of the Net Fiscal Impact Table ($2,117,587 in Table A-15b vs. $176,498, with the latter number actually representing the projected expenditures the City’s Planning and Building Agency, as listed in many of the Related FIA’s tables).

Exhibit 10
7 City of Santa Ana September 27, 2023
Fiscal Impacts Resulting from the Proposed Related Bristol Specific Plan

D Fiscal Impact of Sunset of Measure X Sales Tax
A
s discussed in Section B, above, the Measure X sales tax will expire in 2039 unless it is put to another vote by the City in that year. However, based on the DTA FIA’s calculations, the Project is still anticipated to generate an annual recurring fiscal surplus of $2,518,778 even if Measure X is no longer in effect.

If you have any further questions regarding the issues raised in this memorandum, please feel free to contact David Taussig or Jerry Wen at (800) 969-4DTA.

Enclosures:

1. Attachment 1 – DTA FIA
Exhibit 10

ATTACHMENT 1
City of Santa Ana
Related Bristol Specific Plan

DTA FISCAL IMPACT
ANALYSIS (“ DTA FIA”)
Exhibit 10
ATTACHMENT 1-A
SANTA ANA, CALIFORNIA: RELATED BRISTOL SPECIFIC PLAN

CITY FUND REVENUES (BY TYPE)
I Demographics and Other Data
2023 Estimated City Population [1] 299,630
2023 Estimated City Employees [2] 141,545
2023 Persons Served Population [3] 370,403
Notes:
[1] California Department of Finance, Housing and Population Information, January 1, 2023. [2] Environics Analytics, EmploymentProfiles by NAICS Codes 2023 for the City of Santa Ana.

II City Revenue Sources (by Type)
Total
Revenues
Revenue
Type
Fiscal Impact
Basis Discount
Fiscal Impact
Revenue
Factor
Tax Revenue $243,978,100 Persons Served $0.00
Property Tax - Exclude In-Lieu of VLF $44,493,000 Recurring Case Study 0% NA Transient Occupancy Taxes $8,500,000 Recurring Case Study 0% NA Utility Users Tax $24,400,000 Recurring Case Study 0% NA Sales Tax $64,550,000 Recurring Case Study 0% NA
Prop 172 Sales Tax $2,718,100 Recurring Case Study 0% NA Measure X Sales Tax $88,102,000 Recurring Case Study 0% NA Documentary Stamp Tax $1,085,000 Recurring Case Study 0% NA Santa Ana Residual $10,130,000 Recurring Case Study 0% NA Business Licenses $15,000,000 Recurring Per Employee 15% $90.08 Franchise Fees $10,960,100 Recurring Persons Served 15% $25.15 Interest Income $475,000 Recurring Case Study 0% NA
Charges for Services $10,036,300 Recurring Persons Served 15% $23.03 Building/Planning/Engineering Fees $8,048,600 Recurring NA 100% NA Licenses and Permits $1,814,680 Recurring Persons Served 15% $4.16 VLF/Property Tax Compensation $3 9,800,000 Recurring Case Study 0% NA Fines and Forfeitures $5,461,370 Recurring Persons Served 15% $12.53 Intergovernmental $7,183,190 Recurring NA 100% NA
Use of Money and Property $16,799,710 Recurring Persons Served 100% $0.00 Other / Miscellaneous $8,375,890 Recurring Persons Served 100% $0.00 Adult-Use Retail Business Cannabis Tax $19,000,000 Recurring Persons Served 90% $5.13 Commercial Cannabis Tax $2,350,000 Recurring Persons Served 100% $0.00 Medical Marijuana Taxes $850,000 Recurring Persons Served 90% $0.23 $390,132,940 NA NA NA NA
$390,132,940 NA NA NA NATotal Recurring Revenues
[3] Assumes City population plus 50% of employees.

Revenue Type
Total Revenues
Exhibit 10
ATTACHMENT 1-B
SANTA ANA, CALIFORNIA: RELATED BRISTOL SPECIFIC PLAN

CITY FUND EXPENDITURES (BY TYPE)
I Demographics and Other Data
2023 Estimated City Population [1] 299,630
2023 Estimated City Employees [2] 141,545
2023 Persons Served Population [3] 370,403
Notes:
[1] California Department of Finance, Housing and Population Information, January 1, 2023. [2] Environics Analytics, EmploymentProfiles by NAICS Codes 2023 for the City of Santa Ana. [3] Assumes City population plus 50% of employees.

II City Expenditures (by Type)
Total
Expenditures
Expenditure
Type
Fiscal Impact
Basis Discount
Fiscal Impact
Expenditure
Factor
General Government
City Council $1,029,860 Recurring Case Study NA NA
City Clerk's Office $1,935,720 Recurring Case Study NA NA City Manager's Office $2,904,040 Recurring Case Study NA NA City Attorney's Office $3,584,860 Recurring Case Study NA NA Planning and Building $19,545,470 Recurring Case Study NA NA Financial & Management Services $11,713,490 Recurring Case Study NA NA Human Resources $3,884,170 Recurring Case Study NA NA
Non-Departmental $47,103,560 Recurring Case Study NA NA Non-General Government
Police Department $142,772,990 Recurring Persons Served 0% $385.45 Fire Department $53,956,950 Recurring Persons Served 0% $145.67 Public Works $48,533,650 Recurring Persons Served 0% $131.03 Park, Recreation & Community Services $13,574,280 Recurring Persons Served 15% $31.15 Community Development $7,944,600 Recurring Persons Served 15% $18.23 Library $6,680,310 Recurring Persons Served 15% $15.33
Museum $2,542,320 Recurring Persons Served 15% $5.83
$367,706,270 NA NA NA NA
$367,706,270 NA NA NA NATotal Recurring Expenditures
Expenditure Type
Total Expenditures
Exhibit 10
ATTACHMENT 1-C
SANTA ANA, CALIFORNIA: RELATED BRISTOL SPECIFIC PLAN

LAND USE AND DEMOGRAPHICS SUMMARY
I Developable Land Use Description
Number of Dwelling
A Projected Residential Land Uses
Units ("DUs") [1]
Senior Living 200
Apartment 3,750
Building Sq. Ft. ("BSF")/
B Projected Non-Residential Land Uses Hotel Rooms ("RM") [1] Grocery 50,000
Fitness 45,000
Restaurant 70,000
Neighborhood Retail 75,000
Neighborhood Services 110,000
Hotel 250
I Residential Land Use Population
A Projected Residential Land Uses Persons per Household Senior Living [2] 1.69
Apartment [3] 2.06
II Non-Residential Land Use Employee Generation
A Projected Non-Residential Land Uses
BSF/RM/DU per Employee [4]
Grocery 324 BSF
Fitness 324 BSF
Restaurant 324 BSF
Neighborhood Retail 324 BSF
Neighborhood Services 324 BSF
Hotel 1.0 RM
Senior Living 1.6 DU
Apartment 30.0 DU
I Projected Residential Population
A Projected Residential Land Uses
Number of DUs Residential Population
Senior Living 200 339
Apartment 3,750 7,740
Future Land Use Data
Demographic Data
Population and Employees (Calculations)
Exhibit 10
ATTACHMENT 1-C
SANTA ANA, CALIFORNIA: RELATED BRISTOL SPECIFIC PLAN

LAND USE AND DEMOGRAPHICS SUMMARY
II Projected Direct Employees
A Projected Non-Residential Land Uses
Number of BSF/RM/DU Total Direct Employees
Grocery 50,000 BSF 154
Fitness 45,000 BSF 139
Restaurant 70,000 BSF 216
Neighborhood Retail 75,000 BSF 231
Neighborhood Services 110,000 BSF 340
Hotel 250 RM 250
Senior Living 200 DU 127
Apartment 3,750 DU 125
III Projected Daily Guests
AH o t e l
Average Number of Guests per Room [6] 2.5
Number of Hotel Rooms [7] 250
Occupancy Rate [7] 86%
Average Daily Guests 538
I Total Projected Residential Population 8,079
II Total Projected Direct Employees 1,582
III Total Persons Served Population [8] 8,870
IV Total Projected Daily Guests 538
V Additional Persons Serv ed Population [9] 9,139
NOTES:
[1] Source: Project Proponent.
[2] Based on the estimate that 69% of seniors live with their spouse/partner and 31% live alone.

Source: The Administration for Community Living, a Department of Health and Human Services division. [3] Based on the average household size in the City of Santa Ana, adjusted by the average bedroom counts.

Source: State of California, Department of Finance, E-5 Population and Housing Estimates for Cities, Counties and the State, January 1, 2023, and Orange County Sanitation District. [4] Source: Project Proponent.
[5] Based on typical DTA baseline assumptions.
[6] Source: Project Proponent.
[7] An employee is typically assumed to be equivalent to 50% of a resident given they would spend [8] only eight active hours in the City per day versus a resident who is active for 16 hours per day. [9] A hotel guest is typically assumed to be equivalent to 50% of a resident given they would spend only eight active hours in the City per day versus a resident who is active for 16 hours per day. *
All figures subject to rounding
Population and Employees (Totals)
Exhibit 10
ATTACHMENT 1-D
SANTA ANA, CALIFORNIA: RELATED BRISTOL SPECIFIC PLAN

PROPERTY TAX REVENUE ANALYSIS
I Property Tax Allocation (as a Portion of the 1% General Property Tax Levy) [1] A Category / Code
Allocated to City [2]
General Fund 19.081556%
Total 19.081556%
I Residential Land Uses
B Senior Living
Number of Units [3] 200
Estimated Value per Unit [4] $650,000
Total Estimated Net Taxable Value $130,000,000
A Apartment
Number of Units [3] 3,750
Estimated Value per Unit [4] $450,000
Total Estimated Net Taxable Value $1,687,500,000
II Non-Residential Land Uses
A Grocery
Estimated Number of Sq. Ft. [3] 50,000
Estimated Valuation per Sq. Ft. [4] $350
Total Estimated Net Taxable Value $17,500,000
B Fitness
Estimated Number of Sq. Ft. [3] 45,000
Estimated Valuation per Sq. Ft. [4] $350
Total Estimated Net Taxable Value $15,750,000
C Restaurant
Estimated Number of Sq. Ft. [3] 70,000
Estimated Valuation per Sq. Ft. [4] $350
Total Estimated Net Taxable Value $24,500,000
D Neighborhood Retail
Estimated Number of Sq. Ft. [3] 75,000
Estimated Valuation per Sq. Ft. [4] $350
Total Estimated Net Taxable Value $26,250,000
E Neighborhood Services
Estimated Number of Sq. Ft. [3] 110,000
Estimated Valuation per Sq. Ft. [4] $350
Total Estimated Net Taxable Value $38,500,000
F Hotel
Estimated Number of Hotel Rooms [3] 250
Estimated Valuation per Hotel Room [4] $325,000
Total Estimated Net Taxable Value $81,250,000
III Total Land Use Net Taxable Value $2,021,250,000
General Property Tax Assumptions
Assessed Valuation Assumptions
Exhibit 10
ATTACHMENT 1-D
SANTA ANA, CALIFORNIA: RELATED BRISTOL SPECIFIC PLAN

PROPERTY TAX REVENUE ANALYSIS
I Property Tax Transfer - Assumptions [5]
A Turnover Rate
Residential Property 6.90%
Non-Residential Property 6.90%
B Other Assumptions
Transfer Tax as a % of Assessed Value [6] 0.11%
Property Transfer Tax Passed Through to City of Santa Ana [7] 50.00% II Motor Vehicle Licensing Fees - Assumptions
Vehicle Licensing Fees per Capita NA
III Property Tax In-Lieu of Vehicle License Fee - Assumptions Total City of Santa Ana Gross Assessed Value [8] $32,471,833,021 City of Santa Ana Property Tax In-Lieu of Vehicle License Fee [9] $39,800,000 Property Tax In-Lieu of Vehicle License Fee Increase per $1,000 Assessed Value $1.23 I Fiscal Impact Category Annual Fiscal Impact Amount
A Secured Property Tax
A.1 Projected Residential Land Uses
Senior Living $248,060
Apartment $3,220,013
A.2 Projected Non-Residential Land Uses
Grocery $33,393
Fitness $30,053
Restaurant $46,750
Neighborhood Retail $50,089
Neighborhood Services $73,464
Hotel $155,038
B Property Transfer Tax
B.1 Projected Residential Land Uses
Senior Living $4,934
Apartment $64,041
B.2 Projected Non-Residential Land Uses
Grocery $664
Fitness $598
Restaurant $930
Neighborhood Retail $996
Neighborhood Services $1,461
Hotel $3,083
C Property Tax In-Lieu of Vehicle License Fee [12]
Projected Residential and Non-Residential Land Uses $2,359,024 II Total Property Tax Revenues $6,292,591
Other Property Tax Revenue Assumptions
Fiscal Impact Calculation
Exhibit 10
ATTACHMENT 1-D
SANTA ANA, CALIFORNIA: RELATED BRISTOL SPECIFIC PLAN

PROPERTY TAX REVENUE ANALYSIS
NOTES:
[1] Based on "General Fund" levy for Tax Rate Area (TRA). Data provided by the County of Orange Auditor-Controller's Office. TRA allocations adjusted for ERAF. Note, figure does not include non-General Funds. [2] Post ERAF rates based on the weighted average of the fiscal year 2022-23 rates applicable to the TRAs in the Project.

Source: County of Orange Auditor-Controller Office.
[3] Estimate, subject to change.
[3] Please see Attachment 1-C. Subject to change.
[4] Source: Project Proponent.
[5] Source: Project Proponent.
[6] City of Santa Ana Municipal Code §35-100
[7] Source: California Revenue & Taxation Code §11901, et seq .
[8] Source: County of Orange Auditor-Controller's Office. [9] Source: City of Santa Ana Adopted Budget, Fiscal Year 2022-2023. [10] Property Tax in-lieu of Vehicle Licensing Fees applies to incremental property value.

Current estimated land value of Project site of $96,580,830 excluded from calculation. *
All figures subject to rounding
Exhibit 10
ATTACHMENT 1-E
SANTA ANA, CALIFORNIA: RELATED BRISTOL SPECIFIC PLAN

SALES TAX REVENUE ANALYSIS
I Indirect Sales Tax Assumptions - Residential
A Mortgage/Rent Assumptions
A.1 Apartment
Annual Rent Payment per Unit [1] $36,000
B Disposable Income Assumptions
B.1 Senior Living
Retail Taxable Expenditures [2] $16,954
B.2 Apartment
Average Household Income (3:1 Income to Household Payment Ratio) $108,000 Retail Taxable Expenditures (as a % of Disposable Income) [2] 23.22% II Indirect Sales Tax Assumptions - Employees
Annual Spending per Employee [3] $924
III Retail Taxable Sales Capture
City of Santa Ana Retail Taxable Purchase Capture [4] 25% I Non-Residential Direct Sales Tax Assumptions
A Non-Residential Land Uses
Taxable Sales per Sq. Ft / Room [5]
Grocery $315.00
Fitness $0.00
Restaurant $1,000.00
Neighborhood Retail $400.00
Neighborhood Services $0.00
Hotel $7,528.40
II Displaced Taxable Sales
Displaced Existing Taxable Sales within the City of Santa Ana [6] 15% I Percent to the City of Santa Ana
City of Santa Ana Municipal Code §35-51 1.00%
Prop 172 Sales Tax [7] 0.04%
Measure X Sales Tax [8] 1.00%
Total 2.04%
I Fiscal Impact Category Annual Fiscal Impact Amount
AI n d i r e c t S a l e s T a x
A.1 Projected Residential Land Uses
Senior Living $17,311
Apartment $480,193
Indirect Sales Tax Assumptions
Direct Sales Tax Assumptions
Other Sales Tax Assumptions
Fiscal Impact Calculation
Exhibit 10
ATTACHMENT 1-E
SANTA ANA, CALIFORNIA: RELATED BRISTOL SPECIFIC PLAN

SALES TAX REVENUE ANALYSIS
A.2 Employee Taxable Sales
Direct Employees $7,459
BD i r e c t S a l e s T a x
B.1 Projected Non-Residential Land Uses
Grocery $273,387
Fitness $0
Restaurant $1,215,055
Neighborhood Retail $0
Neighborhood Services $0
Hotel $32,669
II Total Sales Tax Revenues $2,026,074
NOTES:
[1] Source: DTA Market Research.
[2] Source: Bureau of Labor Statistics, 2021 Consumer Expenditure Survey [3] Based on the average spending on Fast Food/Deli/Lunch Eateries for workers with annual income between $50K and $75K. Source: "Office-Worker Retail Spending in a Digital Age," ICSC (2012).

Adjusted for inflation assuming 3% annual inflation rate. [4] Source: Project Proponent.
[5] Source: DTA Market Research.
[6] Based on typical DTA baseline assumptions.
[7] The City projects to receive approximately 8.4% of the Prop 172 sales tax receipts generated within the City, which is equivalent to 0.04% sales tax rate. Source: City of Santa Ana Adopted Budget, Fiscal Year 2022-2023. [8] Current rate is 1.5%, decreases to 1.0% in 2029, and then sunsets in 2039. *
All figures subject to rounding
Exhibit 10
ATTACHMENT 1-F
SANTA ANA, CALIFORNIA: RELATED BRISTOL SPECIFIC PLAN

TRANSIENT OCCUPANCY TAX REVENUE ANALYSIS
I Hotel Assumptions [1]
A Hotel
Number of Hotel Rooms 250
Room Rate (per Night) $220
Occupancy Rate 86.00%
II Transient Occupancy Tax Rate Assumptions
City of Santa Ana Municipal Code §35-127 11.00%
III Annual Hotel Revenue
Hotel $17,264,500
I Fiscal Impact Category Annual Fiscal Impact Amount
A Transient Occupancy Tax
Hotel $1,899,095
II Total Transient Occupancy Tax Revenues $1,899,095
NOTES:
[1] Source: Project Proponent.
* All figures subject to rounding
Transient Occupancy Tax Assumptions
Fiscal Impact Calculation
Exhibit 10
ATTACHMENT 1-G
SANTA ANA, CALIFORNIA: RELATED BRISTOL SPECIFIC PLAN

UTILITY USER'S TAX REVENUE ANALYSIS
I Telephone/Wireless
A Projected Residential Land Uses Per Dwelling Unit Aggregate Senior Living $100 $20,000
Apartment $170 $637,500
B Projected Non-Residential Land Uses Per Building Sq. Ft./Room Aggregate Grocery $0.04 $1,980
Fitness $0.04 $1,980
Restaurant $0.34 $23,760
Neighborhood Retail $0.26 $19,800
Neighborhood Services $0.18 $19,800
Hotel $620.00 $155,000
I Electricity, Gas & Water
A Projected Residential Land Uses
Per Dwelling Unit Aggregate
Senior Living $2,197 $439,400
Apartment $2,197 $8,238,750
B Projected Non-Residential Land Uses Per Building Sq. Ft./Room Aggregate Grocery $7.45 $372,450
Fitness $2.10 $94,500
Restaurant $10.02 $701,260
Neighborhood Retail $2.10 $157,500
Neighborhood Services $2.10 $231,000
Hotel $2,359.00 $589,750
I Utility User Tax Rate Assumptions
Telephone/Wireless - City of Santa Ana Municipal Code §35-155 5.50% Electricity, Gas & Water - City of Santa Ana Municipal Code §35-156, 35-157 & 35-159 6.00% I Fiscal Impact Category Annual Fiscal Impact Amount
A Utility User's Tax - Telephone/Wireless
A.1 Projected Residential Land Uses
Senior Living $1,100
Apartment $35,063
A.2 Projected Non-Residential Land Uses
Grocery $109
Fitness $109
Restaurant $1,307
Neighborhood Retail $1,089
Neighborhood Services $1,089
Hotel $8,525
B Utility User's Tax - Electricity, Gas & Water
B.1 Projected Residential Land Uses
Senior Living $26,364
Apartment $494,325
B.2 Projected Non-Residential Land Uses
Grocery $22,347
Fitness $5,670
Restaurant $42,076
Neighborhood Retail $9,450
Neighborhood Services $13,860
Hotel $35,385
II Total Utility User's Tax Revenues $697,867
NOTES:
[1] Source: DTA Market Research.
* All figures subject to rounding
Utility Cost Assumptions [1]
Utility User Tax Assumptions
Fiscal Impact Calculation
Exhibit 10
ATTACHMENT 1-H
SANTA ANA, CALIFORNIA: RELATED BRISTOL SPECIFIC PLAN

MULTIPLIER REVENUE SOURCES ANALYSIS
I Revenue Category Multiplier Factor [1] Revenue Projection Basis Business Licenses $90.08 Per Employee
Franchise Fees $25.15 Persons Served
Charges for Services $23.03 Persons Served
Licenses and Permits $4.16 Persons Served
Fines and Forfeitures $12.53 Persons Served
Adult-Use Retail Business Cannabis Tax $5.13 Persons Served Medical Marijuana Taxes $0.23 Persons Served
I Fiscal Impact Category Annual Fiscal Impact Amount
Business Licenses $142,507
Franchise Fees $223,081
Charges for Services $204,276
Licenses and Permits $36,899
Fines and Forfeitures $111,141
Adult-Use Retail Business Cannabis Tax $45,503
Medical Marijuana Taxes $2,040
II Total Multiplier Revenues $765,447
NOTES:
[1] Based on the City of Santa Ana Adopted Budget, Fiscal Year 2022-2023. * All figures subject to rounding
Multiplier Revenue Assumptions
Fiscal Impact Calculation
Exhibit 10
ATTACHMENT 1-I
SANTA ANA, CALIFORNIA: RELATED BRISTOL SPECIFIC PLAN

INVESTMENT INCOME REVENUES ANALYSIS
I Investment Income Assumptions
Investment Period for Recurring Non-Interest General Fund Revenues 1 Month Local Agency Investment Fund (LAIF) Rate of Return [1] 2.06% Local Agency Investment Fund (LAIF) Percentage of Earnings Cost [1] 50.00% I Fiscal Impact Category Annual Fiscal Impact Amount
Total Property Tax Revenues (Attachment 1-D) $6,292,591 Total Sales Tax Revenues (Attachment 1-E) $2,026,074
Total Transient Occupancy Tax Revenues (Attachment 1-F) $1,899,095 Total Utility User's Tax Revenues (Attachment 1-G) $697,867 Total Multiplier Revenues (Attachment 1-H) $765,447
II Projected Recurring General Fund Revenues Available for Investment $11,681,073 III Plus: Investment Income (Less Earnings Cost) $10,041 IV Total Recurring General Fund Revenues $11,691,114
NOTES:
[1] Estimate. Subject to change.
*
All figures subject to rounding
Assumptions
Fiscal Impact Calculation
Exhibit 10
ATTACHMENT 1-J
SANTA ANA, CALIFORNIA: RELATED BRISTOL SPECIFIC PLAN

MULTIPLIER EXPENDITURES ANALYSIS
I Expenditure Category
Multiplier Factor [1] Expenditure Projection Basis [2]
Police Department $385.45 Persons Served
Fire Department $145.67 Persons Served
Public Works $131.03 Persons Served
Park, Recreation & Community Services $31.15 Persons Served Community Development $18.23 Persons Served
Library $15.33 Persons Served
Museum $5.83 Persons Served
I Fiscal Impact Category Annual Fiscal Impact Amount
Police Department $3,522,628
Fire Department $1,331,278
Public Works $1,162,236
Park, Recreation & Community Services $276,301
Community Development $161,700
Library $135,977
Museum $51,712
II Total Multiplier Expenditures $6,641,832
NOTES:
[1] Based on the City of Santa Ana A dopted Budget, Fiscal Year 2022-2023. [2] Persons Served population for the police and fi re protection costs includes daily hotel guests. * All figures subject to rounding
Multiplier Expenditure Assumptions
Fiscal Impact Calculation
Exhibit 10
ATTACHMENT 1-K
SANTA ANA, CALIFORNIA: RELATED BRISTOL SPECIFIC PLAN

GENERAL GOVERNMENT EXPENDITURES ANALYSIS
I General Government Overhead Expenditures
Total Recurring Fund Expenditures (excluding General Government Overhead) [1] $276,005,100 Recurring General Government Overhead Expenditures (as a % of Total Recurring Fund Expenditures) [2] 33.2% Marginal Increase in General Government Costs 75%
I Fiscal Impact Category Annual Fiscal Impact Amount
Total Multiplier Expenditures (Attachment 1-J) $6,641,832 II Projected Recurring General Fund Expenditures $6,641,832 III Plus: General Government Costs $1,655,034
IV Total Recurring Expenditures $8,296,866
NOTES:
[1] Based on the City of Santa Ana Adopted Budget, Fiscal Year 2022-2023. [2] General Government Overhead Expenditures defined as costs for Legislative, Administration, Finance, Development Services, and other General Government.
* All figures subject to rounding
Assumptions
Fiscal Impact Calculation
Exhibit 10
Exhibit 10

www.FinanceDTA.com 18201 Von Karman Avenue, Suite 220
Irvine, CA 92612
EPD SOLUTIONS, INC.

COMMUNITY BENEFITS ANALYSIS REPORT
RELATED BRISTOL AT 3600 SOUTH BRISTOL STREET

CITY OF SANTA ANA, CA
Prepared for:

EPD Solutions, Inc.
3 333 Michelson Drive, Suite 500
Irvine, CA 92612
Attention: Jeremy Krout

Exhibit 10

TABLE

OF CONTENTS

SECTION PAGE

I DESCRIPTION OF RELATED BRISTOL SPECIFIC
PLAN ........................................................................... 1

II PURPOSE OF A CBA ................................................ 3 III CITY INTENT FOR THE SPECIFIC PLAN ............. 6

IV OVERVIEW OF COMMUNITY BENEFITS TO THE
CITY ........................................................................... 8

V RECURRING AND ONE -TIME FISCAL BENEFITS
TO THE CITY GENERAL FUND ........................... 10

VI ADDITIONAL COMMUNITY BENEFITS TO THE
CITY ......................................................................... 12

VII CONCLUSION ........................................................ 29

APPENDICES

APPENDIX A SPECIFIC PLAN PERMITTED USES
APPENDIX B SCAQMD POLICIES: CITY GENERAL
PLAN

APPENDIX C PROPOSED INFRASTRUCTURE

IMPROVEMENTS
Exhibit 10
1 SECTION I

DESCRIPTION OF RELATED

BRISTOL SPECIFIC PLAN

Related Bristol at 3600 South Bristol Street September 27, 2023 C
ommunity Benefits Analysis Report

www.FinanceDTA.com

I D ESCRIPTION OF RE LATED B RISTOL SPECIFIC PLAN
DTA has been engaged to conduct a Community Benefits Analysis (“CBA”) for the Related Bristol Specific Plan project (the “Project”) located in the City of Santa Ana (the “City”), California, on behalf of EPD Solutions, Inc. (the “Client”). The intent of the CBA Report is to summarize the community benefits that accrue to the City from the completion of the Project. Community benefits traditionally fall into eight categories:

1. Benefits that improve the quality of life in the community;

2. Benefits that expand economic opportunities;

3. Improvements that provide jobs for local residents;

4. Improvements that provide amenities for the public at large;

5. Benefits that make public spaces more attractive;

6. Benefits that implement City policies;

7. Benefits that can be accessed by local neighbors; and

8. Provisions to advance the public good.

The Related Bristol Specific Plan (‘Specific Plan”) is an urban village concept bringing together residential and retail development in one location on a sizeable scale. The City and RCR Bristol, LLC (the “Developer”) anticipate that
the Specific Plan will transform the City’s economy
with the development of up to 3,750 dwelling units and
350,000 square feet (“SF”) of retail development, a
250-room hotel, and a 200-bed congregate care
facility. These improvements are anticipated to
encourage additional investment in the local
marketplace, enhance the civic life of the Bristol Street Corridor with public space coordinated with the Arts
District to the East, improve the economic health of
new and existing residents, provide opportunities for
both local retail shops and upscale regional retail uses similar to South Coast Plaza, and create new jobs and
generate Transient Occupancy Tax (“TOT”) revenues
through the construction of a 250-unit upscale hotel
that will target tourists from outside the immediate
area.

The Project site is identified in the City’s General Plan Land Use Element as being located in District Center 5 (DC-5) within the South Bristol Street Focus Area. The Specific Plan area is located north of Interstate 405 (the San Diego Freeway), west of State Route 55 (the Orange Freeway), north of Sunflower Avenue, and west of South Bristol Street adjacent to the boundary between the Cities of Santa Ana and Costa Mesa, which runs through the centerline of Sunflower Avenue.

Figure 1: Location Map
Exhibit 10
2 SECTION I

DESCRIPTION OF RELATED

BRISTOL SPECIFIC PLAN

Related Bristol at 3600 South Bristol Street September 27, 2023 C
ommunity Benefits Analysis Report

www.FinanceDTA.com
The Specific Plan area is located within the larger
South Coast Metro area of Orange County (the
“County”), one of the most highly developed urban
mixed-use areas within the County. The South
Coast Metro area includes retail, Class A office,
high- and mid-rise residential, hotels, restaurants,
and a state-of-the-art performing arts center. The
local area is centered around South Coast Plaza.

This South Coast Metro Area is located at the
intersection of the regional freeway systems and
major arterials providing access to Orange County,
Los Angeles, San Diego, and the Inland Empire.

John Wayne Airport (SNA), a commercial airport
serving the Orange County area, is located less than

1.5 miles from the Specific Plan area. There is a
regional transportation center about 5 miles to the
north that connects to the Metrolink and Amtrak
systems.

The Project site is within walking distance of the
Segerstrom Center for the Arts, South Coast
Repertory Theatre, and Orange County Museum of
Art. The Segerstrom Center for the Arts has a
capacity of 3,000 visitors and numerous outdoor art
displays and community spaces. The Noguchi
Sculpture Garden is a prominent public space
within Pacific Arts Plaza directly south of the Center
for the Arts. Finally, the Orange County Museum of
Art is a modern and contemporary art museum
showcasing internationally recognized artists based in California and the Pacific.

Figure 2: Proposed Project Land Uses
Exhibit 10
3 SECTION II

PURPOSE OF A CBA

Related Bristol at 3600 South Bristol Street September 27, 2023 C
ommunity Benefits Analysis Report

www.FinanceDTA.com

II PURPOSE OF A CBA
A CBA is required for projects that seek General Plan amendments (Santa Ana General Plan Land Use Element Policy LU-1.8). Community benefits are measures that are voluntarily incorporated into a development project and often exceed requirements that municipalities can impose to mitigate project impacts or comply with regulations. These can vary widely when it comes to implementation as community benefits are specific to each community’s objectives and local market conditions.

DTA reviewed the Project’s proposed community benefits, hereinafter referred to as the “Community Benefits,” and financial capacity to provide such benefits. Our analysis evaluates two types of Community Benefits. The first type consists of financial benefits the City will receive through the construction of the Project and once the Project has been built-out, including additional annual recurring fiscal benefits such as property taxes, TOT, and sales taxes. There is also the financial benefit of Development Impact Fees (“DIFs”) that can be collected by the City on a one-time basis to fund City infrastructure. The second set of benefits are oriented towards enhancing residents’ quality of life and include improvements to parks and recreation facilities, the development of measures directed towards the protection of the environment, the construction of low-income housing, and the implementation of goals and policies aimed at achieving the City’s projected Jobs/Housing Balance. Municipalities target a Jobs/Housing Balance to encourage sufficient economic growth to provide employment opportunities for local residents and support local retail development and entertainment opportunities. The Jobs/Housing Balance ratio is a ratio of the number of jobs in a community divided by the number of housing units. A community with a sufficient Jobs/Housing Balance promotes shorter commutes and reduces Vehicle Miles Traveled (“VMT”), therefore creating air quality benefits.

In assessing financial Community Benefits, the proposed Project has been compared to the existing Project site that is currently underutilized. Since DTA has not been provided with an executed Development Agreement or Community Benefits Agreement for the Specific Plan, our narrative reflects information on Project characteristics, conditions of approval, and benefits listed in the Specific Plan, as well as DTA’s research regarding the City and the community in which the Project is being constructed.

CBAs for mixed-use communities in California can vary depending on the specific project and its impact on the surrounding community. Furthermore, there is not a common industry definition of a CBA, so each jurisdiction may have its own set of parameters.

CBA requirements in one jurisdiction may not be applicable to another jurisdiction. That said, the general consensus is that community benefits include the following:

Exhibit 10
4 SECTION II

PURPOSE OF A CBA

Related Bristol at 3600 South Bristol Street September 27, 2023 C
ommunity Benefits Analysis Report

www.FinanceDTA.com
Table 1: Potential Community Benefits
Targeted low-income units; Landscaping, parks, and open space; Density bonuses; Support for local community-oriented programs; DIFs ; Childcare facilities;
Affordable housing units/housing fees; Community centers accessible by the general public; Jobs/Housing Balance; Art in public places;
Energy conservation; Pedestrian and bicycle improvements; Vehicle traffic reduction; Connection to the regional transit systems; Parking reduction strategies; Police/fire facilities stations; Improvements to air quality; Local hiring;
Mitigation of noise and vibration impacts; Community outreach; and Neighborhood amenities; Operations and maintenance costs solely supported by the owner. Streetscape improvements;
Some examples of factors that are commonly considered in a CBA are included below.

Affordable Housing : Assessing the need for affordable housing within the community and evaluating the proposed development's contribution towards meeting that need. This may include determining the number of affordable units, their affordability levels, and the duration of affordability restrictions. As the property is on leased land, most residential owners are reluctant to own property encumbered by an underlying ground lease.

Transportation and Infrastructure: Evaluating the impact of the development on transportation infrastructure, such as roads, public transportation, and bike lanes, and analyzing whether the project includes measures to mitigate traffic congestion and improve transportation options, like supporting public transit or providing infrastructure for alternative modes of transportation.

Parks and Open Spaces: Examining the availability and accessibility of parks, recreational areas, and open spaces within and around the development. A CBA can also assess whether a project includes provisions for new parks or contributes to enhancing existing ones, thereby promoting outdoor activities and community interaction.

Community Services : Assessing the availability and accessibility of essential community services, such as schools, healthcare facilities, libraries, and community centers. This may include evaluating whether a project includes provisions to support or enhance these services or if there is a need for additional infrastructure.

Environmental Impact : Evaluating the environmental impact of the development, including its potential effect on air quality, water resources, and natural habitats.

This may include assessing whether a project incorporates sustainable design features, renewable energy, water conservation measures, and other environmentally friendly practices.

Exhibit 10
5 SECTION II

PURPOSE OF A CBA

Related Bristol at 3600 South Bristol Street September 27, 2023 C
ommunity Benefits Analysis Report

www.FinanceDTA.com
Economic Development : Analyzing the potential economic benefits of the development, such as job creation, increased tax revenues, and local business opportunities. This may include assessing whether a project contributes to the local economy and if there are provisions for workforce development or job training programs.

Cultural and Community Character: Considering the impact of the development on the existing sociocultural and community character. This may include assessing whether a project incorporates design elements, public art, or other features that reflect and preserve the unique cultural identity of the community.

These are just some examples of the factors that can be included in a CBA for mixed-use communities in California. The specific analysis will depend on the characteristics of the project, local context, and requirements set forth by local government agencies or planning departments.

Exhibit 10
6 SECTION I II

CITY INTENT FOR THE SPECIFIC
PLAN

Related Bristol at 3600 South Bristol Street September 27, 2023 C
ommunity Benefits Analysis Report

www.FinanceDTA.com

III CITY INTENT FOR THE SPECIFIC PLAN
The City’s intent for this Specific Plan area is integral to the intended character of the Project, which builds off the South Bristol Street objectives as outlined on page LU 61 of the General Plan Land Use Element. The major objective of the Project is to replace a vacant and obsolete retail development with a contemporary residential and retail-based self-contained urban village.

The Specific Plan is consistent with, and implements, the City’s vision for the District Center- High and South Bristol Focus Area (see also Appendix B , SCAQMD Policies: City General
Plan):

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 employment-generating uses.”
1 Table LU-2 of the General Plan (Build-Out) identifie s an assumed housing growth of 5,272 units in the District. The proposed 3,750 units fall within the assumed growth target.

Table LU-8 of the General Plan identifies the DC-5 a rea as allowing a maximum Floor Area Ratio ("FAR") 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 SF 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 Specific Plan will result in an FAR of 2.7, well within the maximums allowed in the General Plan. A General Plan Amendment is neither required nor proposed.

The General Plan envisions “urban villages,” “an int ense multistory presence,” and “mixed-use opportunities.” The Specific 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 (LU 2.4) . The Project results in positive fiscal impacts.

The General Plan calls for community involvement (LU 3.2). Significant outreach has occurred as outlined in Specific Plan Section 2.5, Community Engagement.

The General Plan encourages areas for community gath ering and outdoor entertainment (LU 2.3). The Specific Plan includes approximately 13 acres of open

1 Source: Related Bristol Specific Plan.

Exhibit 10
7 SECTION I II

CITY INTENT FOR THE SPECIFIC
PLAN

Related Bristol at 3600 South Bristol Street September 27, 2023 C
ommunity Benefits Analysis Report

www.FinanceDTA.com
space, which includes public plaza areas and a central park accessible to the public and available for outdoor entertainment.

The Specific Plan area is not within a U.S. Environm ental Protection Agency Environmental Justice Area.

The Specific Plan envisions a neighborhood layout that connects the community (internally and externally) to walkable, pedestrian, and bike-friendly streets through a variety of sidewalks, greenways, walkable streets, and squares/plazas. The street network emulates the best practices of a vibrant pedestrian village core while providing the density and overlapping programming that is commonly found in successful town center projects. An artist’s 3 D rendering is shown below.

Figure 3: 3-D Rendering of the Proposed Project Site2

It should be noted that all buildings will be no taller than 8 stories3 or 85 feet in height, except for the hotel and congregate care facility. This is in contrast with the existing office buildings located east of Bristol Street that are up to 285 feet tall.

2 Source: Related Bristol Specific Plan.
3 Source: Related Bristol Specific Plan, pages 4-8, coordinated with the figure from page 2-1.

Exhibit 10
8 SECTION IV

OVERVIEW OF COMMUNITY

BENEFITS TO THE CITY

Related Bristol at 3600 South Bristol Street September 27, 2023 C
ommunity Benefits Analysis Report

www.FinanceDTA.com

IV OVERVIEW OF COMMUNITY BENEFITS TO THE CITY
The Specific Plan will invigorate the South Coast Plaza area by providing 3,750 housing units. According to the US. Census Bureau, the population of the City is comprised of approximately 309,000 people living in 77,000 households, with an average of four people per housing unit. However, the housing units located within the Project’s boundaries are smaller than the average unit in the City. Assuming that 1.73 people will live within each unit, the Specific Plan will generate an estimated 6,500 new residents who will generate benefits for the City, including significant
new sales and property tax revenue. In
addition to providing a new grocery
store, the Specific Plan will demolish
existing obsolete buildings and replace
them with modern mid-rise and high-rise
mixed-use structures. This will serve to
enhance the health and quality of life of
the neighborhood. The Project site
currently contains 465,000 SF of retail
uses and the associated surface parking,
which is proposed to be replaced by
350,000 SF of new retail and commercial space with up to 780 surface spaces, 205 open air parking spaces, and 2,910 underground parking spaces. The proposed redevelopment of the Project site will allow merchants opportunities to establish new businesses in the local area.

One goal of the Project will be to create inclusive economic development and job opportunities for residents in the surrounding community, which should create a large urban center in the County in conjunction with South Coast Plaza and the Segerstrom Center.

Community Benefits related to the overall Specific Plan include the following:

1. The Project will include the development of up to 3,750 residential units that will have a meaningful contribution to the housing needs in the region. As identified by CoStar, a leading market data provider, the apartment vacancy rate in the immediate area is quite low and the creation of up to 3,750 units should help relieve the local housing shortage. Furthermore, the addition of these new rental units will create a need for local serving retail that will reinvigorate the existing “obsolete” neighborhood commercial.

From the CoStar site, DTA obtained information about the market for both County and multifamily products within a 2-mile radius of the Project site. In this Report, we will refer to the area within 2 miles of the site as the “2-Mile Zone.”

Figure 4: Proposed Street Design
Exhibit 10
9 SECTION IV

OVERVIEW OF COMMUNITY

BENEFITS TO THE CITY

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2. The Project will offer 350,000 SF of commercial development, a downsizing from the existing 465,000 SF of Income-Producing Property (“IPP”). CoStar identified in May 2023 that annual office rents within the 2-Mile Zone are $30.70 per SF with a vacancy of almost 21%. During our site inspection, we noticed that there are existing tenants that include typical office uses, such as tax preparation. On the other hand, CoStar’s retail data indicates that annual retail rental rates are $37.53 per SF with a vacancy of

1.9%. The reduction of retail space and its replacement by residential square footage should maintain similar gross revenues (CoStar estimates annual residential rents of about $40.00 per SF per year will increase the overall value of the property). It should also be noted that office uses generally do not generate sales tax.

3. The proposed retail will replace the existing “obsolete” retail (see discussion above).

4. Based upon the proposed design standards, the structures and Specific Plan are designed to attract professionals of all ages. These tenants should be attracted to the combined residential and retail programs encouraging an active lifestyle.

5. The community design standards are intended to create a self-contained village that integrates with the adjacent South Coast Plaza and Arts District.

6. The Developer is planning to pay Affordable In-Lieu Housing Fees that are currently $15.00 per SF. If the average residential units is 900 SF, the estimated Housing In-Lieu Fee will exceed $50,600,000.

Exhibit 10
10 SECTION V

RECURRING AND ONE -TIME FISCAL

BENEFITS TO THE CITY GENERAL
FUND

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V RECURRING AND ONE -TIME FISCAL BENEFITS TO THE CITY GENERAL FUND
A Recurring Annual Fiscal Surplus to City General Fund A
s listed in Table 2, at build-out, the Project is anticipated to generate recurring fiscal net revenues to the City's General Fund of $3,394,248 per year (in 2023$). This is based on annual recurring revenues of $11, 691,114 and annual recurring expenditures of $ 8,296,866 per year. The calculations supporting this projected annual fiscal surplus are contained in DTA’s memorandum (“memo”) dated June 2, 2023, entitled “Fiscal Impacts Resulting from the Proposed Related Bristol Specific Plan,” which is included herein by reference.

Table 2: Net Annual Recurring Fiscal Impacts of the Project Fiscal Impact Category DTA FIA
Secured Property Tax $ 3,856,860
Property Transfer Tax $ 76,707
Property Tax In Lieu of Vehicle License Fee $ 2,359,024 Direct Sales Tax $ 1,521,111
Indirect Sales Tax $ 504,963
Transient Occupancy Tax $ 1,899,095
Utility User's Tax $ 697,867
Business Licenses $ 142,507
Franchise Fees $ 223,081
Charges for Services $ 204,276
Licenses and Permits $ 36,899
Fines and Forfeitures $ 111,141
Adult-Use Retail Business Cannabis Tax $ 45,503
Medical Marijuana Taxes $ 2,040
Intergovernmental $ 0
Miscellaneous $ 0
Investment Income $ 10,041
Total Recurring Revenues $11,691,114
Police Department $ 3,522,628
Fire Department $ 1,331,278
Public Works $ 1,162,236
Park, Recreation & Community Services $ 276,301
Community Development $ 161,700
Library & Museum $ 187,689
General Government $ 1,655,034
Total Recurring Expenditures $8,296,866
Total Annual Recurring Surplus/(Deficit) $3,394,248
Total Annual Revenue/Expenditure Ratio 1.41
Exhibit 10
11 SECTION V

RECURRING AND ONE -TIME FISCAL

BENEFITS TO THE CITY GENERAL
FUND

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B Development Impact Fees
T
he development of the Project will generate significant Development Impact Fees (“DIFs”), which are fees imposed on new development, generally prior to the issuance of building permits, to fund the cost of regional infrastructure that will be utilized by new development.

Many of these DIFs will be collected directly by the City, while others will benefit other government agencies, such as the Foothill Transportation Corridor and San Joaquin Hills Corridor.

The projection of the DIFs in the CFD is a direct function of many factors, including the actual amount of residential and non-residential square footage constructed, the final dwelling unit count, and other metrics. Table 3 is based on an assumed product mix that is subject to change as the Project is developed.

Table 3: DIF Summary by Fee Type
DIFs Total Quantity Unit Unit Price Total Cost
Santa Ana Transportation System Improvement Area Multifamily Fee - Area 3,375,000 SF $1.10 $3,712,500 Santa Ana Transportation System Improvement Area Non-Residential Fee - Area 350,000 SF $3.31 $1,158,500 Santa Ana Transit Zoning Code Traffic Impact Mitigation Fee - Multifamily 3,750 DU $1,270.04 $4,762,650 Santa Ana Transit Zoning Code Traffic Impact Mitigation Fee - Retail 350,000 SF $9.11 $3,188,500 Santa Ana Harbor Specific Plan Mitigation Fee 3,750 DU $850.00 $3,187,500 Foothill Transportation Corridor Fee - Multifamily 3,750 DU $2,568.00 $9,630,000 Foothill Transportation Corridor Fee - Non-Residential 350,000 SF $4.99 $1,746,500 San Joaquin Hill Corridor Fee - Multifamily 3,750 DU $2,735.00 $10,256,250 San Joaquin Hill Corridor Fee - Non-Residential 350,000 SF $5.99 $2,096,500 Drainage Assessment Fee - Zone 41 AC $7,748.21 $318,219 Orange County Sanitation Sewer Connection Fee 75,000 Fix $49.00 $3,675,000 Orange County Sanitation District - Multifamily Capacity Fee 3,750 DU $3,743.00 $14,036,250 Orange County Sanitation District – Non-Residential Capacity Fee - Avg 2 Bdrms 350,000 SF $1.49 $519,750 Santa Ana School District Impact Fee - Residential 3,375,000 SF $4.79 $16,166,250 Santa Ana School District Impact Fee - Commercial 350,000 SF $0.78 $273,000 Santa Ana Affordable Housing In Lieu Fee 3,375,000 SF $15.00 $50,625,000 Total DIFs $ 125,352,369

Exhibit 10
12 SECTION VI

ADDI TIONAL COMMUNITY

BENEFITS TO THE CITY

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VI ADDITIONAL COMMUNITY BENEFITS TO THE CITY
A Residential
T
he Project is envisioned as a mixed-use urban community with multiple blocks of residential uses throughout the Specific Plan area. This Specific Plan does not intend to limit or restrict the residential building types or architectural style. Residential uses may be single-use buildings within a block or in a mixed-use building with ground-floor retail uses.

The building architecture will be designed
to attract a demographic interested in
carefree living. It is believed that the
proposed tenants will be interested in
attending concerts and other community
events in the Arts District to the east.

Building types may include but are not
limited to the following:

1. Tower on podium, which is a
multi-level tower around or above a
central core or series of cores.

2. Podium structure, which is a multi-level structure situated on top of a podium base.

3. Wrap structure, which is a multi-level building surrounding an internal parking structure.

4. A live-work space is an integrated residence and workspace occupied by a single household. This is a relatively low-density building type that is permitted but not anticipated within the Specific Plan area.

5. Townhomes, which are individual attached units arranged side-by-side.

6. Stacked dwellings, which are units within a single structure that are stacked one above the other.

7. A variety of mixed-use frontages may be used, including forecourt, storefront, gallery, and arcade types of architectural treatments. The architectural treatment for the pedestrian/street level in all cases shall be designed to create a pedestrian-scaled experience.

Senior and age-qualified projects (including continuum of care communities that include a full range of independent living through skilled nursing facilities) are specifically allowed within the Specific Plan. Such projects will include an amenity package in accordance with the Project’s demographics.

Revenue-wise, the residential development will be responsible for a large portion of the $6.2 million in property taxes and in-lieu Vehicle License Fees (“VLFs”) generated by the Project annually on behalf of the City. Furthermore, the residents within the Project are Figure 5 : Proposed Project Street Scene
Exhibit 10
13 SECTION VI

ADDITIONAL COMMUNITY

BENEFITS TO THE CITY

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expected to generate an additional $500,000 per year in City sales taxes through the purchase of taxable goods and services located outside of the Project itself.

B Retail
R
etail development is currently experiencing significant changes due to the competitive nature of online shopping. In a recent national poll of shopping trends4, 59% of consumers reported buying clothes, 45% reported purchasing shoes, and 38% reported purchasing electronics online. As retail trends continue to shift away from traditional brick and mortar retail uses towards experiential retail, it is important that traditional “strip” shopping centers, such as Metro Town Square, adapt to meet the changing needs of the marketplace.

In terms of revenues generated by retail development on behalf of the City, it is estimated that the new retail development within the Project will generate $1.5 million per year in direct sales taxes.

Community Benefits related to the new retail opportunities within the Project are as follows:

1. Redevelopment of existing retail stores to address the future marketplace;

2. Leverage the success of the adjacent South Coast Plaza;

3. Development of a safe and comfortable environment for people to shop, dine, entertain, live, work, and play;

4. Future local-serving and destination retail uses geared to reducing vehicular traffic and related air quality impacts will result from the Project since there will be more than 6,500 new residents within walking distance of the new grocery store and other retail outlets;

5. Construction of underground parking should allow tenants to park their cars and walk to the new retail shops, while at the same time allowing non-residents to park their cars directly under the retail shops and not have to walk across large surface parking lots; and

6. Creation of an environment to attract new business investment that will provide a catalyst for the redevelopment of the community.

Retail spaces in many locations are undergoing changes resulting from adjustments to consumer behavior. For example, many restaurants are adding outdoor dining for their customers.

The majority of the retail buildings in the 2-Mile Zone were built between 1970 and 1986, with some buildings undergoing restoration between 1999 and 2002. Retail space is evolving due to many factors. Shoppers expect improved merchandising, data-driven advice, and the ability to customize product offerings. Where previous retailers were only able to offer merchandise in the store, in the current environment, customers expect that

4 Source: https://www.bigcommerce.com/blog/online-shopping-sta tistics/.

Exhibit 10
14 SECTION VI

ADDITIONAL COMMUNITY

BENEFITS TO THE CITY

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that if the merchandiser does not have the proper size or color on hand, it can be ordered from a remote location and delivered to them by Amazon (or equivalent) within 24 hours.

In each retail store, sales personnel also have access to customer data, such as rewards programs and previous customer purchasers, intended to improve the buying experience.

The combination of an urban village that integrates residential units with nearby retail will increase the walkability of the Specific Plan area by permitting shoppers to have easy access to shops, with the result that shopper traffic should increase for the new retail shops. The proximity of retail and residential uses will encourage residents to rely more on direct delivery for groceries, takeout meals, and the purchase of consumer products that can be delivered directly to the doorstep within 24 hours. This may also require that retail locations allocate space to these delivery services.

According to our site visit, many of the buildings in the Metro Town Square have relatively low ceilings that are not conducive in the current market. Most current retailers prefer higher ceilings to provide a comfortable environment for customers and a place to hang signs and mount security cameras. Higher ceilings also provide more room for stacking inventory, both on the display floor and in the warehouse.

C Congregate Care
T
he Developer is planning to construct a congregate care facility with up to 200 rooms and 225,000 SF focused on accommodating an aging population. Potential congregate care may include:

Independent Living Units : A project designed for the senior resident who needs specialized services and amenities to accommodate their special needs and prolong their ability to live independently, including meal preparation, common dining facilities, emergency call monitoring, housekeeping services, shuttle services, and the delivery of groceries and pharmaceuticals. Other benefits to the community will encompass the availability of services to support the care of an ailing spouse, such as adult daycare services and limited nursing services.

Congregate Housing Community (Including Assisted Living and/or Skilled Nursing):

The Project may also benefit the City by satisfying needs for senior residents consisting of nursing care, medical services, and memory care facilities. Specific services may include security, activity centers, housekeeping, emergency monitoring, and transportation.

Community Benefits related to the congregate care facility are as follows:

1. Access to a facility where active adults and senior citizens can safely shop, dine, entertain, live, work, and play.

2. Retail opportunities are located within walking distance of the congregate care facility, so elderly customers will become less reliant on the use of their vehicles.

3. As the number of Americans ages 65 and older is projected to nearly double from Exhibit 10
15 SECTION VI

ADDITIONAL COM MUNITY

BENEFITS TO THE CITY

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52 million in 2018 to 95 million by 20605 , the need for congregate care facilities will increase significantly. A 200-bed facility should help address the increased need for these facilities.

4. Congregate care facilities generate less traffic than conventional residential units.

D Hotel
T
he Specific Plan provides for an upscale high-rise hotel with 250 rooms, including restaurants, on-site alcohol service, conference facilities, event spaces, and rooftop amenities.

Community Benefits related to the hotel property are as follows:

1. The hotel will provide an anticipated $1,899,095 in TOT revenue to the City’s General Fund;

2. The hotel will generate sales tax as a result of its restaurants and retail operations;

3. The hotel will provide additional dining areas to enhance local offerings;

4. The hotel will provide conference space in the local marketplace for organizations to use for conferences;

5. The hotel will accommodate short-term and long-term guests who are visiting tenants in the residential units;

6. The new hotel will increase the number of higher-end hotel rooms in the area; and

7. Along with the nearby Westin South Coast Plaza that provides 393 hotel rooms, the addition of a new hotel should provide event space for larger conferences and community gatherings.

E Community Features
T
he intersection of South Bristol Street and Sunflower Avenue will create a new gateway to the City and will be designed using gateway elements, such as an archway crossing South Bristol Street or significant ground-level monuments, landscape elements, and public art.

An entry monument to a city often delineates the boundary between two cities.

Other benefits to the City are designed to ensure that the appearance of on-site structures do not become dated and the area remains an example of high-quality architecture within Santa Ana including the following:

1. Buildings will emphasize a clear architectural style that is properly articulated and detailed for what research shows to be the most appropriate style;

2. Architectural elements will activate on-site open space components to create a cohesive space;

5 Source: https://www.prb.org/resources/fact-sheet-aging-in-th e-united-states/.

Exhibit 10
16 SECTION VI

ADDITIONAL COMMUNITY

BENEFITS TO THE CITY

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3. All buildings will feature four-sided architecture in which equal focus is applied to each side of a building with regard to massing, proportion, and material composition; and

4. The Specific Plan will promote a farmers market selling fresh and healthy food options.

The Project design standards require green building elements, including:

1. Use of materials and technologies that minimize environmental impacts, reduce energy, minimize dry and wet utility consumption, and promote long-lasting development; and

2. Window technologies, such as physical sun shading, low-emissivity coatings, and insulated daylighting panels, will be utilized where appropriate to decrease the energy costs associated with cooling buildings during most of the year.

F Jobs/Housing Balance and Increased Construction Employment T
he Jobs/Housing Balance is an indicator of the relative equilibrium between employment and housing opportunities in a given area. A positive balance between jobs and housing has a beneficial impact on a municipality by decreasing costs associated with commuting and traffic congestion. It also reduces commute times, improves local social, cultural, and family involvement, provides a more attractive work/life balance to residents, and generates savings to local public agencies in terms of the need to construct and maintain new road improvements and other facilities.

As reflected in Table 4 and Figure 6, the City’s current ratio of jobs within the City as compared with the number of housing units Citywide is 1.725, as compared with a Statewide average of 1.260. The addition of 1,586 permanent new jobs through the construction of the Project would decrease the jobs/housing ratio modestly to 1.664, as the 3,750 new housing units incorporated in the Project are greater than the 1,586 permanent recurring jobs to be generated by the Project.

Exhibit 10
17 SECTION VI

ADDITIONAL COMMUNITY

BENEFITS TO THE CITY

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Table 4: Pre-Project and Post-Project Permanent Jobs /Housing Balance in Santa Ana Description
Citywide Average Statewide
Average Pre-Project Post-Project
Number of Permanent Jobs 141,5436 143,129 18,536,600
Number of Housing Units 82,058 86,008 1 4,711,648
Existing7 82,058 82,058 14,707,698
New N/A 3,750 3,750
Jobs /Housing Balance 1.725 1.664 1 .260

Figure 6 : Pre-Project and Post-Project Jobs/Housing Balance

In addition to these recurring permanent jobs, during the construction period (up to 10 years), estimated construction activity will generate approximately $2.6 billion of additional spending, much of which will occur in the City. In a typical construction project, much of the material is purchased from local vendors and labor is provided by locally based contractors. Of course, when a developer pays for planning fees, deposits, permits and DIFs this is paid directly to the City. As a result of these expenditures, a total of 16,834 construction-related jobs will be created during the construction period.

G Affordable Housing
A
s part of the Specific Plan, the Developer will be providing affordable housing, including dwelling units targeted to low-income households. The Developer will work with community representatives to identify affordable housing needs and develop programs that will encourage local residents to benefit from low-cost housing offerings in accordance with State laws, ordinances, and regulations.

The State of California has placed an urgent emphasis on housing of all types. The City’s Regional Housing Needs Allocation (“RHNA”) for the next General Plan Housing Element cycle, which extends from 2021‐2029, includes 3,137 new housing units.

6 Spotlight by Environics Analytics, Employment Profiles by NAICS Code 2022. 7 Labor Market Information Division, State of California Employment Development Department.

Exhibit 10
18 SECTION VI

ADDITIONAL COMMUNITY

BEN EFITS TO THE CITY

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Community Benefits of low-income housing include:

1. All projects seeking entitlements from the City must comply with the City’s Affordable Housing Opportunity and Creation Ordinance (“AHOCO”). If sufficient affordable housing is not constructed within the Project site itself, the Developer would be required to pay the City’s current In-Lieu Affordable Housing Fee (“In-Lieu Fee”) requirement of up to $15 per square foot (lower levels are allowed if 90% of the labor utilized for the Project is union labor). Based on the construction of 3,750 dwelling units as currently anticipated for the Project, and assuming an average sized unit of 900 SF, the Developer could fund as much as $33,750,000 in In-Lieu Fees by Project build-out to subsidize off-site affordable housing within the City.

Notwithstanding the above, a Development Agreement is to be negotiated between the City and Developer that may modify the amount of In-Lieu Fees to be paid by the Developer.

2. The City’s compliance with the California Department of Housing and Community Development objectives established as part of the RHNA program.

3. The opportunity for low-income workers to live close to the workplace, afforded by providing housing close to well-paying jobs, translates to lower congestion and commute times by eliminating the necessity for long-distance drives from home to work.

4. Quality-of-life benefits include reduced stress in commuting and more leisure time.

H Community Outreach
T
he Specific Plan has been created with community input and is supported by market, fiscal/economic, and technical studies prepared by experienced consultants, including civil engineers, traffic engineers, urban designers, architects, planners, and landscape architects.

Consultation with City staff and the review of the City’s updated General Plan has guided the content and character of the Specific Plan.

During the up to 10-year development time frame, the Developer will develop a community outreach program to ensure that all interested parties will be provided with current information about the Project’s development. This will include the establishment of a community website, distribution of electronic newsletters, and use of other digital platforms to share information on the Project. The Developer will share information and updates about the Project throughout the construction of the buildings and implementation of the Specific Plan.

It is intended that the Developer will address and be responsible to residents and community leaders for employment opportunities, youth engagement programs, and the construction of various parks and open space.

Exhibit 10
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BENEFITS TO THE CITY

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In August 2022, a Welcome Center was opened on the Project site that is available to the public and is a location where meetings with community residents and stakeholders have been arranged. Over 25 meetings have been held with over 200 stakeholders since the Welcome Center opened, which have provided an opportunity for the Developer and City to receive input related to reimagining the Project site.

Community Benefits of a community outreach program include the following:

1. The public has been and will continue to have input on the Project’s development during the life of the Project; and

2. The public has been and will continue to be able to monitor the development of the Project as information has been provided by the Developer.

I Energy Efficiency
T
he Specific Plan encourages the Developer to design the buildings in an energy-efficient manner. As a result, all of the buildings within the Project will be designed to reduce energy consumption using the most updated technology to produce heating, cooling, ventilation, and lighting. The Project will emphasize passive cooling systems that minimize the energy demands necessary for climate control in buildings.

The Project will provide places for solar receptors on building roofs to generate electrical energy. The energy generated on retail buildings’ roofs during the day could be stored for use in residential structures in the evening. In addition, energy generated by solar systems on residential units during the day could be available for the retail units during commercial hours. Other alternatives include the use of energy-efficient cladding and building fenestration that can reflect sunlight during the day, thereby lessening the need for air conditioning and solar glass, that can be fed into the building’s electric grid.

Furthermore, landscaping elements will act as heat sinks that absorb, store, reflect, redirect, or dissipate heat. A typical heat sink created by landscaping elements will absorb heat during the day and usually release it as the temperature drops in the evenings.

Community Benefits related to energy conservation include:

1. Reduction of energy costs to building users;

2. Potential sale of solar energy to tenants and the entire City electrical grid;

3. Landscaping and water features that can absorb energy with the intention of reducing outdoor temperature by between 6° and 12° Fahrenheit in the summer;

4. Creative building design that can reflect energy away from a building, thereby reducing the need for air conditioning;

5. The use of energy-efficient cladding that will reduce energy used to heat or cool a building;

6. Use of solar glass to feed energy into the respective buildings’ grid; and Exhibit 10
20 SECTION VI

ADDITIONAL COMMUNITY

BENEFITS TO THE CITY

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7. The green building elements within the Project are being designed to reduce energy use and minimize the heat sink effects.

J Open Space
T
he Mixed-Use/Residential North District includes a significant open space (Bristol Central Park) in the north and a pedestrian-only greenway linkage connecting the residential areas to the mixed-use village core. The Bristol Central Park is tentatively programmed to include pickleball, volleyball, and basketball courts, the adventure playground, a dog park, a picnic area, and outdoor seating.

Figure 7: Bristol Plaza8

Phase 1 of the Project includes The Bristol Green and The Bristol Plaza that create park-like settings in the center of the development adjacent to the proposed hotel. Pedestrian linkages are emphasized in the Specific Plan’s districts, with a system of local neighborhood streets, commercial shared streets, and residential shared streets providing pedestrian and vehicular access.

These linkages include the Greenlink trail, which is envisioned to potentially include an Arroyo Walk through native vegetation, a garden area, and outdoor seating. The Greenlink trail will have a dedicated pedestrian path and shade with flowering trees, places for sitting and socializing, and walking paths to residences with adjoining front terraces and garden areas.

The implementation of the Specific Plan will result in a significant increase in sustainability through the inclusion of open space and trees within the Project site. An overall drought-tolerant plant palette is anticipated to conserve water, reduce the heat sink effect, use efficient irrigation, and potentially utilize biofiltration mechanisms to treat rainwater.

The proposed Bristol Central Park in Phase 3 includes approximately 2.5-acres of publicly accessible open space and will encompass open play areas, walkways, seating, and a private

8 Source: Related Bristol Specific Plan.

Exhibit 10
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recreation facility for the surrounding residential users. Bristol Central Park may also include an adventure playground, a dog park, a storm water garden for sustainable detention, outdoor fitness and sports courts, passive recreational areas, an extensive lawn area, a private clubhouse with a pool and spa, and outdoor dining and seating opportunities.

Landscaping and amenity spaces may be placed on top of a parking structure or integrated into the structure using creative methods, provided they are physically separated from parking areas for safety. Safety standards include clear lines of sight, separation of conflicting and dissimilar uses, appropriate lighting, and walkways separated from automobile traffic.

Community Benefits resulting from the Project’s proposed landscaping design are as follows:

1. The landscaping is designed to provide a
central theme to the community and
enhance the retail experience.

2. The lighting plan is designed to increase
safety for both local residents and
shoppers.

3. The proposed Project will include 13.5 acres
of landscaped areas (about 33% of Project
area) and landscaped surfaces that will
reduce the heat sink phenomena and lower
surface temperatures.

4. Bristol Central Park (2.5 acres), Bristol Green
(0.66 acres), The Bristol Plaza (0.9 acres),
and Greenlink trails (0.6 acres) will be
available to both residents and the public.

These areas are planned to be automobile
free.

5. The Specific Plan encourages art in public places.

6. The Specific Plan mandates the construction of a biofiltration system to treat low-flow storm water and reduce the flow of off-site pollutants.

K Air Quality
K
imley-Horn and Associates, Inc. (“Kimley-Horn”), prepared the “Air Quality Assessment for the Related Bristol Specific Plan Project,” dated May 2023, for the City. Kimley-Horn concluded that upon completion, all General Plan air quality policies will be achieved.

Please refer to Appendix B
for a list of the policies.

Figure 8: Bristol Central Park
Exhibit 10
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The Community Benefits attained by implementing the City’s air quality program include:

1. Consistency with the City’s Climate Action Plan, development standards, new infill residential development goals, and transportation demand management goals.

2. Promotion of alternative transportation uses in the City, including pedestrian, bicycling, public transportation, car sharing programs, and other emerging technologies.

3. Support of transportation management goals requiring investment in improvements to the City’s Transportation Management System, including projects or programs that facilitate the flow of traffic and reduce traffic congestion. Traffic congestion may be reduced by encouraging public investment in low- or zero-emission vehicles and requiring continuing
investment in low-emission or
zero-emission vehicles to replace
the City’s gasoline powered vehicle
fleet. The Project will also
implement sustainable
infrastructure strategies, such as
vehicle charging stations, drop-off
areas for ridesharing services,
secure bicycle parking, and
transportation demand
management programs.

4. Coordination with Orange County Transportation Authority (“OCTA”) employees and developers to utilize strategies and education to reduce vehicle trips and parking demands.

5. Incorporation of energy conservation design and construction of conservation features for new construction and rehabilitation projects encouraging business and industry to improve performance in energy efficiency, water conservation, and waste reduction programs.

6. Compliance with Transit-Oriented Development (“TOD”) goals for residential mixed-use development within the City’s district centers and urban neighborhoods and adjacent to high-quality transit facilities.

7. Requirement for private investment in active transportation infrastructure located adjacent to activity centers and residential neighborhoods promoting sports, fitness, walking, biking, and healthy lifestyles to reduce VMT, improve the Jobs/Housing Balance, and promote social interaction among residents.

9 Source: “Air Quality Assessment for the Related Bristol Specific Plan Project” dated May 2023 and prepared by Kimley-Horn.

Figure 9: Bristol Green 9
Exhibit 10
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8. Encouragement of sustainable land use strategies to reduce energy and water consumption, waste and noise generation, soil contamination, air quality impacts, and light pollution.

9. Bus service to the Santa Ana Metrolink and ARTIC train stations and John Wayne Airport.

10. Inclusion of natural processes to capture rainwater runoff by adopting policies to achieve sustainable electric power, including passive climate control systems.

11. Confirmation with policies of Federal, State, and regional agencies to identify and regulate the disposal and storage of hazardous materials, prevent the illegal transportation and disposal of hazardous waste, and facilitate the cleanup of contaminated sites.

L Noise and Vibration
K
imley-Horn prepared the “Acoustical Assessment for the Related Bristol Specific Plan Project,” dated May 2023, for the City. The report proposed numerous mitigation measures that should provide the following Community Benefits to the City:

1. Construction activity is limited to the hours between 7 AM to 8 PM, Monday through Saturday, as prescribed in the City’s Municipal Code Section 18-314(e), with the exception of concrete pour activities that might occur outside of these hours.

Construction is prohibited on Sundays.

2. During the entire active construction period, equipment and trucks used for Project construction shall use the best available noise control techniques. For instance, the use of noise-producing signals, such as horns, whistles, alarms, and bells, shall be for safety and warning purposes only.

3. Preparation of detailed acoustical studies based on architectural plans shall be prepared by a qualified acoustical consultant to demonstrate compliance with the General Plan Noise Element.

4. The Project’s construction activities would be mitigated in order to reduce construction noise levels. Construction noise will be periodic and temporary noise impacts that will cease upon the completion of construction activities.

M Greenhouse Gas (“GHG ”) Emissions
K
imley-Horn prepared the “GHG Emissions Assessment for the Related Bristol Specific Plan Project” in May 2023. The purpose of a GHG emissions study is to identify if a project creates new air quality impacts that will result from the development of the site and, if so, whether there any mitigation measures available that may be implemented.

The South Coast Air Quality Management District (“SCAQMD”) is the agency whose primary responsibility is to maintain a clean air policy by establishing and enforcing the control of GHG emissions. Kimley-Horn’s report studied the Project by applying SCAQMD standards, Exhibit 10
24 SECTION VI

ADDITIONAL COMMUNITY

BENEFITS TO THE CITY

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ommunity Benefits Analysis Report

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both during construction and during post-construction operations, to review the impact on air quality resulting from development of the Project. The report suggests a list of mitigation steps that should be adopted by the Developer to reduce the air quality impacts. Its conclusion is as follows
10:
“It is generally the case that an individual project of this size and nature is of insufficient magnitude by itself to influence climate change or result in a substantial contribution to the global GHG inventory. GHG impacts are recognized as exclusively cumulative impacts; there are no non-cumulative GHG emission impacts from a climate change perspective. The additive effect of Project-related GHGs would not result in a reasonably foreseeable cumulatively considerable contribution to global climate change. In addition, the proposed Project, as well as other cumulative related projects, would be subject to all applicable regulatory requirements, which would further reduce GHG emissions. The proposed Project would be consistent with the applicable GHG reduction plans, including City’s
CAP, SCAG’s Connect SoCal, and the CARB Scoping Plan. As a result, the Project would not conflict with any applicable GHG reduction plans and the Project’s cumulative contribution of GHG emissions would be le ss than cumulatively considerable. ”
N Pedestrian and Bicycle-Oriented Improvements
B
y combining residential and retail components within a 41-acre parcel, the Project will encourage pedestrian activity through the creation of a pedestrian-only green linkage that will connect major public open spaces and other uses throughout the entire Project.

Bicycle mobility, including the use of scooters, is currently provided via Class II bike lanes located along South Bristol Street. Proposed South Bristol Street improvements include upgrading the southbound bike lane to a Class I bike lane, which includes a planted buffer separation between vehicular and bicycle travel lanes, in conjunction with commercial, office, and residential spaces implementing like-minded projects. Proposed West MacArthur Boulevard improvements include the construction of Class II bike lane.

Community Benefits to be realized from pedestrian-oriented improvements include the following:

1. Reduction in VMT and related air quality impacts;

2. Creation of a safe environment for pedestrians, especially if the Project meets its intended goals of active day and nighttime activity; and

3. Reduction of the requirement for parking spaces to support residential and retail uses.

10 “GHG Emissions Assessment for the Related Bristol Specific Plan Project,” dated May 2023, prepared by Kimley-Horn.

Exhibit 10
25 SECTION VI

ADDITIONAL COMMUNITY

BENEFITS TO THE CITY

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ommunity Benefits Analysis Report

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O Transportation
T
he Project is consistent with the land uses in the Regional Transportation Plan/Sustainable Communities Strategy monitored by the OCTA, which assumed the site would be constructed as an urban mixed-use development that would reduce VMT. Connect SoCal recognizes that development within Priority Growth Areas supports mode shift and shortened trip distances. The Project site is located within an identified Priority Growth Area in which urban development can contribute to reduced VMT and associated emissions.

Priority Growth Areas are located close to existing or proposed public transit facilities and are specified for new homes, jobs, and community amenities. They are designed to allow residents to live car-free or car-light.

The development of the Project will provide sufficient local-serving and destination retail uses, residential opportunities, workplaces, and entertainment amenities within a centralized commercial core to enable residents and shoppers to reduce reliance on vehicular travel. Currently, there are six existing bus stops present on the Specific Plan area frontage. Roadways adjacent to community spaces, next to commercial corridors, or within heavily residential areas of the planning area will incorporate traffic-calming measures such as striping, paving materials (i.e., cobbles or bricks), bulb outs, and other traffic-calming measures to slow speeding vehicles and prioritize safe pedestrian and bicycle travel. There are bus stops on Sunflower Avenue, South Bristol Street, and MacArthur Boulevard that can connect to the 66 bus lines servicing Orange County. For example, there is a bus route that runs from the Project site to the Santa Ana Metrolink station (and Amtrak) and further to the ARTIC station (Amtrak and Metrolink). There is also a bus route that runs from MacArthur Boulevard to John Wayne Airport.

The proposed Bristol Street improvements include upgrading the southbound bike lane to a Class I bike lane, which encompasses a planted buffer separation between vehicular and bicycle travel lanes. Bicycle racks will be provided in conjunction with commercial, office, and residential projects. For improvements on MacArthur Boulevard and Sunflower Avenue along Project site frontage, Class II bike lanes are planned, consistent with the City’s Bikeway Master Plan. Bicycle storage should be located at the front of each building or in common open spaces. Bike lockers are also planned to be located in parking structures.

Community Benefits related to the Project’s proposed transportation system include the following:

1. The Specific Plan will reduce VMT per service population in accordance with the Regional Transportation Plan/Sustainable Communities Strategy;

2. Promotion of a walkable community;

3. Encouragement of the increased use of bicycles and scooters;

4. Promotion of current traffic standards that relate to increased public safety; and

5. Installation of a Class I bike lane on Bristol Street.

Exhibit 10
26 SECTION VI

ADDITIONAL COMMUNITY

BENEFITS TO THE CITY

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ommunity Benefits Analysis Report

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P Mul timodal Network
T
he Developer will facilitate connections to existing transit lines on the adjacent streets to support local and regional connectivity and help reduce dependency on single-occupancy vehicle travel.

Community Benefits of the proposed multimodal network include:

1. Connectivity of existing public transportation to existing and proposed Citywide and Countywide systems.

2. The integration of a multimodal network in this area should reduce traffic trips and VMT;

3. The multimodal network will reduce noise and air pollution;

4. Potential connection to John Wayne Airport; and

5. Connectivity to the Metrolink station in downtown Santa Ana.

Appendix C includes a list of proposed infrastructure improvements.

Q Parking
A
series of large subterranean parking structures is anticipated to cover the majority of the district, providing shared parking among the mixed uses of the Specific Plan. Shared parking should reduce the number of required parking spaces since residential users have a greater need for parking in the evening while retail users require parking during the day. In addition, the Project site will feature electric vehicle charging stations throughout the development.

Figure 10: Proposed Underground Parking

Exhibit 10
27 SECTION VI

ADDITIONAL COMMUNITY

BENEFITS TO THE CITY

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Community Benefits of the proposed parking facilities include:

1. Underground parking provides for higher density residential and retail programs;

2. The shared parking concept should provide adequate parking 24 hours a day while at the same time reducing the overall parking footprint;

3. The City will obtain financial benefits from parking fees paid by tenants and retail customers;

4. Underground parking will make it convenient for shoppers to easily access shops located directly above the parking spaces and reduce the time necessary to walk from an open parking lot to the developed areas;

5. Parking will lessen resident and visitor dependency on vehicles within the Specific Plan area; and

6. Construction of electric vehicle charging stations will improve air quality by encouraging the use of electric vehicles.

R Land Development Infrastructure Improvements
T
he Project conditions of approval are anticipated to require improvements to service the site using the following classifications:

1. Storm drainage and water quality management;

2. Water and water supply;

3. Wastewater treatment;

4. Reclaimed water;

5. Dry utilities; and

6. Solid waste.

Although we have discussed some of the benefits described below in other sections, we have included them again here since they are part of the Project conditions of approval.

The Community Benefits related to infrastructure include:

1. Improvements to the existing Storm Drain Master Plan system;

2. Improvements to the City’s water and sanitary sewer systems;

3. Construction of reclaimed water improvements;

4. Inclusion of Low-Impact Development Best Management Practices (“LID BMPs”);

5. Construction of an on-site administrative police substation;

6. Various street widenings;

7. Construction Class I and II bike trails; and

8. Intersection improvements at existing streets.

Exhibit 10
28 SECTION VI

ADDITIONAL COMMUNITY

BENEFITS TO THE CITY

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ommunity Benefits Analysis Report

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S Maintenance of Improvements
T
he private maintenance association(s) shall be responsible for maintaining private driveways, parking, open space areas, recreation areas, common area signage, landscaping, irrigation, common areas, on-site sewers, on-site storm drains, water quality features (BMPs), and other responsibilities, as necessary.

A substantial portion of site improvements that are usually dedicated to a public agency will be retained by a private maintenance association. Therefore, the City will not be responsible for the maintenance of these common area improvements. The Community Benefit arising from the maintenance of public areas through private contributions is that the City will not be required to fund these costs from its General Fund.

Exhibit 10
29 SECTION VII

CONCLUSION

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VII CONCLUSION
The City will achieve substantial Community Benefits from the build-out of the Project, including both financial and quality-of-life improvements for new residents and other members of the Santa Ana community.

The fiscal benefits will include new property taxes that may have a tax assessed value exceeding $2.0 billion dollars at build-out. Based upon an FIA prepared by DTA, the City’s General Fund will receive an annual surplus of $3.4 million (2023$) at build-out In addition to new property tax and property tax in lieu of VLFs totaling $6.2 million (2023$), the new TOT is initially projected to be about $1.9 and new direct and indirect sales tax revenues are estimated to total about $2.0 million.

During the construction period (up to 10 years), estimated construction activity will generate approximately $2.6 billion of additional spending, most of which will be expended in the City.

As a result of these expenditures, a total of 16,834 construction-related jobs will be created during the construction period. In addition, if the Specific Plan is completed as projected, it is anticipated that over $109.0 million in DIFs will be collected from the Project to fund regional infrastructure, with the large majority of these DIFs paid directly to the City.

F
inally, the Specific Plan proposes to either directly provide on-property operations and maintenance or reimburse the City for all or a portion of this burden.

As described in the Project description presented in Section I, the City will also obtain quality-of-life benefits that will improve both the lives of residents residing in the Project’s boundaries and others living and working in the surrounding Santa Ana community. These benefits will include affordable housing, transportation and infrastructure improvements, parks and open space, community services, environmental protection, and improvements benefitting the cultural and community character of the City. Although the affordable housing impacts will not be finalized until a Development Agreement is negotiated between the City and Developer, it is the goal of both parties to work within the City’s established guidelines. The planned addition of 3,750 residential units, 350,000 SF of retail, 200 congregate care units, and a 250-room hotel will require modernization and upgrades for existing infrastructure, in addition to providing new facilities, such as parks and recreation facilities.

The Project will also incorporate environmental design features, some required by current City standards and others offered by the Developer that are planned to reduce utility use and provide energy savings. These include solar generation and storage, landscaping, and energy-efficient building design. Other Community Benefits include the adoption of air quality measures, such as the reduction of GHGs, to improve health benefits for tenants and visitors to the area. The Project will also focus on transportation improvements to improve the walkability of the Project site and encourage multimodal coordination of roadways and the nearby air and rail connections.

In all, the Project will provide significant Community Benefits to the greater Santa Ana community.

Exhibit 10

APPENDIX A
EPD Solutions, Inc.

Related Bristol at 3600 South Bristol Street
Community Benefits Analysis Report

SPECIFIC PLAN

PERMITTED USES
Exhibit 10
A-1

APPENDIX A

SPECIFIC PLAN PERMITTED USES

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ommunity Benefits Analysis Report

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The following are uses that are permitted in the Specific Plan:

Table A-1: Specific Plan Permitted Uses
Permitted Use Type Notes
Residential Uses
Multifamily Apartments, Condominiums,
Townhouses, Lofts, Tower(s), and Podium(s)
Includes associated leasing offices and
recreational/fitness facilities, as well as clubhouses and recreation buildings. Wood-burning fireplaces are not
permitted in residential uses. Fire pits may be permitted in common areas. Rooftop amenities are permitted.

Home Occupations
Live-Work Units
Senior Housing
Care Uses
Adult Daycare
Congregate Care
Convalescent Facility
Continuum of Care
Daycare/Childcare
Commercial Uses
Drive-Through Lanes Not Associated With
Restaurants, Cafes, and Eating Establishments
Commercial/Retail
Including indoor and outdoor sales, department stores,
and stores offering commercial services, such as
appliance stores, bakeries, bookstores, food/grocery
stores (retail market), pet stores, etc.

Commercial Recreation
Hospitality
Including executive suites, guest suites, and
long-term/extended stay, with commercial, day spa, and
food/alcohol services incidental to the hotel use. Rooftop amenities, including dining, are permitted.

Office Uses: Professional, Administrative, and
Business Offices Providing Personal and Professional
Services
Including office use by architects/engineers, and similar uses.

Medical Office Including surgical centers, urgent care, dentists, and optometrists.

Service Uses
Alcohol Sales for On-Site or Off-Site Consumption
Associated With Food Service/Restaurant Off-Site or
at a Bar

Exhibit 10
A-2

APPENDIX A

SPECIFIC PLAN PERMITTED USES

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Permitted Use Type Notes
Service-Oriented Office Uses, Including Insurance,
Real Estate, Travel, Finance (Including ATMs),
Creative Office Co-Working (WeWork, Common
Desk, etc.), and Similar Uses

Eating and Drinking Establishments
Restaurants, cafes, and take-out permitted. Outdoor
seating and dining associated with a restaurant or cafe is permitted.

Fast Food/Quick Serve No extended hours or drive-through.

Extended Hours for Food Uses Conditional Use Permit required.

Gymnasiums and Fitness Clubs
Massage Establishments (Day Spa)
Massage Establishment Permit required. May be
accessory to a hotel use. Adult businesses are not
permitted.

Personal Services
Including dry cleaners, salons, small appliance repair, locksmiths, nail salons/beauty shops, tailors, and travel agencies.

Postal Services
Printing/Reprographics
Transportation and Infrastructure
Major Wireless Communication Facilities
Utilities Public or private.

Water Quality Features
Other
Parking Structures
Above or Below-Ground
Pushcarts
Outdoor Retail Kiosks/Carts
Food Vending vehicles/Food Trucks
Museums and Science Centers
Performing or Cultural Arts
Club/Live entertainment Venues (Music Venue,
Comedy Club, Nightclub, etc.)
Community Assembly uses
Public Utilities Including electric distribution substations, library, government offices, police substations, etc.

Municipal uses
Schools, Public and Private Preschool only.

Theaters and Cinemas Including ancillary food and alcohol sales.

Temporary Outdoor Activities and Structures

Exhibit 10

APPENDIX B
EPD Solutions, Inc.

Related Bristol at 3600 South Bristol Street
Community Benefits Analysis Report

SCAQMD POLICIES:

CITY GENERAL PLAN
Exhibit 10
B-1

APPENDIX B
SCAQMD POLICIES: CITY GENERAL
PLAN

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ommunity Benefits Analysis Report

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The City of Santa Ana General Plan is based on a vision statement and five core values established as part of an extensive community outreach effort. The following are relevant policies of the Santa Ana General Plan Update:

A Mobility Element
P
olicy 1.7 Proactive Mitigation. Proactively mitigate potential air quality, noise, congestion, safety, and other impacts from the transportation network on residents and business.

Policy 1.8 Environmental Sustainability. Consider air and water quality, noise reduction, neighborhood character, and street-level aesthetics when making improvements to travelways.

Policy 3.3 Safe Routes to Schools and Parks. Lead the development and implementation of safer routes to schools and parks by partnering with the school district, residents, property owners, and community stakeholders.

Policy 3.4 Regional Coordination. Coordinate development of the City’s active transportation and transit network with adjacent jurisdictions, OCTA, and other appropriate agencies.

Policy 3.5 Education and Encouragement. Encourage active transportation choices through education, special events, and programs.

Policy 3.7 Complete Streets Design. Enhance streets to facilitate safe walking, bicycling, and other nonmotorized forms of transportation through community participatory design.

Policy 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.

Policy 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.

Policy 4.3 Transportation Management. Coordinate with OCTA, employers, and developers to utilize TDM (transportation demand management) strategies and education to reduce vehicle trips and parking demands.

Policy 4.5 Land Use Development Design. Ensure that building placement and design features create a desirable and active streetscape.

Policy 4.6 Roadway Capacity Alternatives. Promote reductions in automobile trips and vehicle miles traveled by encouraging transit use and nonmotorized transportation as alternatives to augmenting roadway capacity.

Policy 4.7 Parking. Explore and implement a flexible menu of parking options and other strategies to efficiently coordinate the response to parking demands.

Exhibit 10
B-2

APPENDIX B
SCAQMD POLICIES: CITY GENERAL
PLAN

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Policy 4.9 Air Pollution Mitigation. Consider land use, building, site planning, and technology solutions to mitigate exposure to transportation related air pollution.

Policy 5.4 Green Streets. Leverage opportunities along streets and public rights-of-way to improve water quality through use of landscaping, permeable pavement, and other best management practices.

Policy 5.6 Clean Fuels and Vehicles. Encourage the use of alternative fuel vehicles and mobility technologies through the installation of supporting infrastructure.

B Community Element
P
olicy 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.

Policy 3.4 Safe Mobility. Promote the overall safety of multi-modal streets by developing local and regional programs that educate and inform motorists of non-motorized roadway users.

Policy 3.7 Active Lifestyles. Support programs that promote sports, fitness, walking, biking and active lifestyles.

C Conservation Element
P
olicy 1.1 Regional Planning Efforts. Coordinate air quality planning efforts with local and regional agencies to meet State and Federal ambient air quality standards in order to protect all residents from the health effects of air pollution.

Policy 1.3 Education. Promote efforts to educate businesses and the general public about air quality standards, reducing the urban heat island effect, health effects from poor air quality and extreme heat, and best practices they can make to improve air quality and reduce greenhouse gas emissions.

Policy 1.4 Development Standards. Support new development that meets or exceeds standards for energy-efficient building design and site planning.

Policy 1.5 Sensitive Receptor Decisions. Consider potential impacts of stationary and non-stationary emission sources on existing and proposed sensitive uses and opportunities to minimize health and safety risks. Develop and adopt new regulations on the siting of facilities that might significantly increase pollution near sensitive receptors within environmental justice area boundaries.

Policy 1.6 New and Infill Residential Development. Promote development that is mixed-use, pedestrian-friendly, transit-oriented, and clustered around activity centers.

Policy 1.7 Housing and Employment Opportunities. Improve the City’s Jobs/Housing Balance ratio by supporting development that provides housing and employment opportunities to enable people to live and work in Santa Ana.

Exhibit 10
B-3

APPENDIX B
SCAQMD POLICIES: CITY GENERAL
PLAN

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ommunity Benefits Analysis Report

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Policy 1.8 Promote Alternative Transportation. Promote use of alternate modes of transportation in the City of Santa Ana, including pedestrian, bicycling, public transportation, car sharing programs and emerging technologies.

Policy 1.9 Public Investment Alternative Transportation Infrastructure. Continue to invest in infrastructure projects that support public transportation and alternate modes of transportation in the City of Santa Ana, including pedestrian, bicycling, public transportation, car sharing programs, and emerging technologies.

Policy 1.10 Transportation Management. Continue to support and invest in improvements to the City’s Transportation Management System, including projects or programs that improve traffic flow and reduce traffic congestion.

Policy 1.11 Public Investment in Low- or Zero Emission Vehicles. Continue to invest in low-emission or zero-emission vehicles to replace the City’s gasoline powered vehicle fleet and to transition to available clean fuel sources such as bio-diesel for trucks and heavy equipment.

Policy 1.12 Sustainable Infrastructure. Encourage the use of low or zero emission vehicles, bicycles, non-motorized vehicles, and car-sharing programs by supporting new and existing development that includes sustainable infrastructure and strategies such as vehicle charging stations, drop-off areas for ridesharing services, secure bicycle parking, and transportation demand management programs.

Policy 1.13 City Contract Practices. Support businesses and contractors that use reduced-emissions equipment for city construction projects and contracts for services, as well as businesses that practice sustainable operations.

Policy 1.14 Transportation Demand Management. Require and incentivize projects to incorporate Transportation Demand Management (TDM) techniques.

Policy 2.3 Resource Management. Efficiently manage soil and mineral resource operations to eliminate significant nuisances, hazards, or adverse environmental effects on neighboring land uses.

Policy 3.3 Development Patterns. Promote energy efficient-development patterns by clustering mixed-use developments and compatible uses adjacent to public transportation.

Policy 3.11 Energy-Efficient Transportation Infrastructure. Continue to support public and private infrastructure for public transportation such as bus routes, rail lines, and the OC Streetcar.

D Land Use Element
P
olicy 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.

Policy 1.6 Transit-Oriented Development. Encourage residential mixed-use development, within the City’s District Centers and Urban Neighborhoods, and adjacent to Exhibit 10
B-4

APPENDIX B
SCAQMD POLICIES: CITY GENERAL
PLAN

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ommunity Benefits Analysis Report

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high-quality transit.

Policy 1.7 Active Transportation Infrastructure. Invest in active transportation connectivity between activity centers and residential neighborhoods to encourage healthy lifestyles.

Policy 2.5 Benefits of Mixed Use. Encourage infill mixed-use development at all ranges of affordability to reduce vehicle miles travelled, improve Jobs/Housing Balance, and promote social interaction.

Policy 2.10 Smart Growth. Focus high density residential in mixed-use villages, designated planning focus areas, Downtown Santa Ana, and along major travel corridors.

Policy 3.8 Sensitive Receptors. Avoid the development of industry and sensitive receptors in close proximity to each other that could pose a hazard to human health and safety, due to the quantity, concentration, or physical or chemical characteristics of the hazardous materials utilized, or the hazardous waste an operation may generate or emit.

Policy 3.9 Noxious, Hazardous, Dangerous, and Polluting Uses. Improve the health of residents, students, and workers by limiting the impacts of construction activities and operation of noxious, hazardous, dangerous, and polluting uses that are in close proximity to sensitive receptors, with priority given to discontinuing such uses within environmental justice areas boundaries.

Policy 3.11 Air Pollution Buffers. Promote landscaping and other buffers to separate existing sensitive uses from rail lines, heavy industrial facilities, and other emissions sources.

As feasible, apply more substantial buffers within environmental justice area boundaries.

Policy 3.12 Indoor Air Quality. Require new sensitive land uses proposed in areas with high levels of localized air pollution to achieve good indoor air quality through landscaping, ventilation systems, or other measures.

Policy 4.1 Complementary Uses. Promote complete neighborhoods by encouraging a mix of complementary uses, community services, and people places within a walkable area.

Policy 4.3 Sustainable Land Use Strategies. Encourage land uses and strategies that reduce energy and water consumption, waste and noise generation, soil contamination, air quality impacts, and light pollution.

Policy 4.5 VMT Reduction. Concentrate development along high-quality transit corridors to reduce vehicle miles traveled (VMT) and transportation related carbon emissions.

E Safety Element
P
olicy 2.1 Regional Collaboration. Consult and collaborate with federal, state, and regional agencies to identify and regulate the disposal and storage of hazardous materials, prevent the illegal transportation and disposal of hazardous waste, and facilitate the cleanup of contaminated sites.

Exhibit 10
B-5

APPENDIX B
SCAQM D POLICIES: CITY GENERAL
PLAN

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Policy 2.2 Hazardous Waste Generators. Collaborate with appropriate agencies to identify and inventory all users and handlers of hazardous materials to proactively mitigate potential impacts.

Policy 2.3 Transportation and Storage. Coordinate with the County of Orange, the California Department of Transportation, and other relevant parties to enforce state and local laws regulating the storage and transport of hazardous materials within the City of Santa Ana, and limit truck routes through the City to arterials streets away from natural habitats and sensitive land uses.

Policy 2.4 Planning and Remediation. Determine the presence of hazardous materials and/or waste contamination prior to approval of new uses and require that appropriate measures be taken to protect the health and safety of site users and the community.

Policy 2.6 Existing Sensitive Uses. Partner and collaborate with property owners, businesses, and community groups to develop strategies to protect and minimize risks from existing hazardous material sites to existing nearby sensitive uses with priority given to discontinuing such uses within environmental justice area boundaries. Urban Design Element
Policy 1.6 Active Transportation Infrastructure. Support the creation of citywide public streets and site amenities that accommodate and promote an active transportation-friendly environment.

Policy 3.10 Coordinated Street Improvement Plans. Coordinate citywide landscape medians and street trees with land use plans and development projects.

Policy 5.4 Intersections for all Travel Modes. Strengthen active transportation connections and amenities at focal intersections to promote a pleasant and safe experience for non-motorized forms of travel.

F Open Space Element
P
olicy 2.5 Air Quality and Heat. Coordinate park renovation and development to address air quality and climate impacts by reducing heat island effect by providing green infrastructure and shade, and reducing air pollution by providing vegetation that removes pollutants and air particles.

Policy 3.5 Landscaping. Encourage the planting of native and diverse tree species in public and private spaces to reduce heat island effect, reduce energy consumption, and contribute to carbon mitigation.

Policy 3.6 Sustainable Parks and Facilities. Integrate drought tolerant or native plantings, water-wise irrigation, design and maintenance efficiencies, and sustainable development practices to reduce water use and energy consumption.

Policy 3.7 Urban Forest. Maintain, preserve, and enhance the City’s urban forest as an environmental, economic, and aesthetic resource to improve residents’ quality of life.

Exhibit 10

APPENDIX C
EPD Solutions, Inc.

Related Bristol at 3600 South Bristol Street
Community Benefits Analysis Report

PROPOSED

INFRASTRUCTURE

IMPROVEMENTS

Exhibit 10
C-1

APPENDIX C

PROPOSED INFRASTRUCTURE

IMPROVEMENTS

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ommunity Benefits Analysis Report

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Community Benefits of land development infrastructure improvements include the following:

1. The Storm Drain Master Plan recommends upgrades to the City’s storm drain system at Sunflower Avenue (54-inch and 60-inch to a 72-inch) and S. Plaza Drive (36-inch and 42-inch to 42-, 54-, and 60-inch).

2. LID BMPs will be implemented through site design measures and source controls to reduce pollutants in storm water discharges. LID BMPs are engineered facilities that are designed to retain or biotreat runoff on the Project site.

3. Modular wetlands are included as a method of biotreatment. Modular wetlands are proprietary biotreatment systems that utilize multi-stage treatment processes including screening media filtration, settling, and biofiltration.

4. The existing 12-inch waterline in Callen’s Common will be replaced and new connections will be provided for the proposed on-site water facilities. The existing connections of the waterline in Callen’s Common at South Plaza Drive and South Bristol Street will be replaced with new connections to the existing mains.

5. As part of Project implementation, an administrative police substation (no transfers or bookings) will be located within the Specific Plan area.

6. Projects to be developed within the Specific Plan area will pay statutory school fees at the time of building permits unless otherwise provided for as part of an agreement with the Santa Ana School District. Based upon preliminary unit sizes and assuming school fees do not escalate, the residential school impact fee is estimated to be about $15,000,000 and the commercial school fee is estimated to be $273,000.

Anticipated improvements for the South Bristol Street public right of way include the following:

1. Widened parkway, tree-lined streets, and planted setback areas;

2. New curb cuts for ingress/egress to/from Bristol Street;

3. Potential right-of-way dedication for deceleration lanes;

4. Potential median modifications;

5. Potential signalization of the driveway between Callen’s Common and Sunflower Avenue; and

6. Construction of bikeway improvements per the City’s design.

Planned improvements for West MacArthur Boulevard include the following:

1. Addition of an intersection for a new north/south local neighborhood street (Bristol Paseo);

2. Curb cut at the intersection of the residential shared street; Exhibit 10
C-2

APPENDIX C

PROPOSED INFRASTRUCTURE

IMPROVEMENTS

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ommunity Benefits Analysis Report

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3. Potential right-of-way dedication for deceleration lanes;

4. Installation of Class II bike lanes per the City’s Mobility Element; and

5. Planted setback areas and tree-lined streets.

Planned improvements for South Plaza Drive on the Specific Plan frontage include the following:

1. New curb cuts for ingress/egress; and

2. Planted setback areas and tree-lined streets.

Planned improvements for Sunflower Avenue include the following:

1. Potential median modification and/or signalization of the proposed Bristol Paseo driveway, subject to improvements/realignment of South Coast Plaza driveway;

2. Potential right-of-way dedication for deceleration lanes;

3. Construction of westbound right-turn lane at the proposed Bristol Paseo and proposed valet drop-off driveway, as well as at the proposed neighborhood street;

4. Installation of Class II bike lanes per the City’s Mobility Element.

Planned improvements for Callen’s Common include the following:

1. Expanded parkway improvements with tree-lined streets and improved sidewalk conditions;

2. Greenlink pedestrian crossing;

3. Reduction of travel lanes to a two-lane street between South Plaza Drive and Bristol Paseo to allow for on-street parking;

4. Drop-off and loading areas;

5. Addition of a 6’ to 8’ foot wide sidewalk on both sides of the roadway; and

6. Potential signalization of Callen’s Common and South Plaza Drive.

The table below indicates payments related to Bristol Street improvements that will be reimbursed to the City for following intersections listed below.

Table C-1: Related Bristol Fair Share Payments
Intersection Fair Share %
Fairview Street at Segerstrom Ave. 4.18%
Bristol street at Segerstrom Ave. 11.81%
Main Street at MacArthur Blvd. 19.96%
Bear Street at SR73 Northbound Ramps 3.79%

Exhibit 10

18201 VON KARMAN AVENUE, SUITE 220
IRVINE, CA 92612
PHONE : (800) 969-4DTA
Public Finance
Public-Private Partnerships
Development Economics
Clean Energy Bonds
www.FinanceDTA.com
Exhibit 10
Exhibit 10

www.FinanceDTA.com 18201 Von Karman Avenue, Suite 220
Irvine, CA 92612
EPD SOLUTIONS, INC.

LAND RESIDUAL VALUE STUDY REPORT
RELATED BRISTOL AT 3600 SOUTH BRISTOL STREET

CITY OF SANTA ANA, CA
Prepared for:

EPD Solutions, Inc.
3 333 Michelson Drive, Suite 500
Irvine, CA 92612
Attention: Jeremy Krout

Public Finance
Public -Private Partnerships
Development Economics
Clean Energy Bonds
Exhibit 10

TABLE

OF CONTENTS

SECTION PAGE
I PROJECT INFORMATION ....................................... 1 II LRV OF THE PROJECT ........................................... 8 III PROJECT ASSUMPTIONS .................................... 14 IV LAND IMPROVEMENT INDIRECT COSTS ......... 17
V LAND IMPROVEMENT DIRECT COSTS ............. 23
VI VERTICAL COSTS .................................................. 30 VII INDIR ECT COSTS .................................................. 31 VIII MARKETING COSTS .............................................. 32 IX FINANCE COSTS .................................................... 33 X CONCLUSION ........................................................ 34

Exhibit 10
1 SECTION I

PROJECT INFORMATION

Related Bristol at 3600 South Bristol Street September 27, 2023 L
and Residual Value Study Report

www.FinanceDTA.com

I P ROJECT INFORMATION
DTA was engaged to conduct a Land Residual Value (“LRV”) Study (the “Study”) for the Related Bristol Specific Plan project (the “Project”) located in the City of Santa Ana (the “City”), California, on behalf of EPD Solutions, Inc. (the “Client”). The purpose of this LRV analysis is to determine whether the Project to be developed by RCR Bristol, LLC (the “Developer”) is financially feasible. This Land Residual Study Report (“Report”) was prepared to provide the City with a summary of applicable financial assumptions that were utilized by DTA to support the Related Bristol Specific Plan’s (“Specific Plan’s”) LRV.

DTA was not provided with cost information to prepare this LRV. Instead, we have integrated information contained in DTA’s Draft Market Study Report dated July 3, 2023.

The basis of our costs for the LRV were the Specific Plan and the incorporation of costs developed from a database of information for similar projects provided by the firm Land Optimization Strategies and its President, Barry Gross. Based upon the assumptions presented in this Report, DTA concluded that the Net Asset Value (“NAV”) of the Project exceeds its costs by $597,895,000.

Table 1: NAV Summary
Description Value
Total NAV $2,377,266,000
Total Costs ($1,779,371,000)
Excess of NAV O ver Costs $597,895,000
DTA’s land residual model includes a substantial number of assumptions to support our findings. The focus of this Report is to discuss the general assumptions that support the LRV for the complete build-out of the Project.

The Project site includes Income-Producing Properties (“IPP”) expected to comprise 3,750 dwelling units, 350,000 square feet (“SF”) of retail space, a 250-room hotel, and a 200-bed congregate care facility, as well as roadways, parks, and open space. The Project at build-out is anticipated to provide 3,896 parking spaces, the majority of which will be underground.

The Specific Plan area is located north of Interstate 405 (the San Diego Freeway) and west of State Route 55 (the Orange Freeway). The adjacent streets are Sunflower Avenue to the south, South Bristol Street to the east, South Plaza Drive to the west, and West Sunflower to the south, which is the boundary between the Cities of Santa Ana and Costa Mesa.

The intersection of South Bristol Street and West Sunflower Avenue will include the construction of a monument establishing an entrance to Santa Ana, including architecture and landscape elements that will establish a notable entry into the City.

The current use of the 41.0-acre site includes 465,000 SF of retail space, some of which is vacant, underutilized, or obsolete. The City had a vision for the redevelopment of this property and updated its General Plan to accommodate a different type of development Exhibit 10
2 SECTION I

PROJECT INFOR MATION

Related Bristol at 3600 South Bristol Street September 27, 2023 L
and Residual Value Study Report

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targeting the look and feel of an urban village. One of the primary goals of an urban village setting is that residents can walk within the community to both local-serving retail and recreational amenities. The Developer responded to the City's desires by targeting a Project design that would both achieve the desired urban feeling while offering an economically successful project.

The plan is to develop a dense urban village with ground-floor retail in all the residential buildings. The Specific Plan is designed to harmonize with the high-rise office buildings in the Arts District to the east. Another benefit of the program is that at build-out, there could be as many as 6,750 residents living in the village who would shop at the proposed 350,000 SF of retail.

Figure 1: Artist’s 3-D Rendering of Project

We based our product mix on the approved Specific Plan. Based upon an artist’s rendering of the site (as shown in Figure 1), we estimated the height of the buildings. It was assumed that all multifamily buildings would include ground-floor retail. A 250-room upscale hotel, with approximately 20 stories, is anticipated to be developed in the southwest corner of the Project site. The Specific Plan also proposes a 20-story, 200-unit congregate care facility to be built-out in Phase 1.

As stated in the Specific Plan, DTA based our model on the understanding that the Project shall be completed in three phases, as shown in Table 2.

Table 2: Project Schedule
Activity Start/End Phase 1 Phase 2 Phase 3
Approved TTMs Start June 2022 June 2022 June 2022
End December 2025 December 2025 December 2025
Horizontal
Construction
Start December 2025 June 2029 March 2032
End June 2029 December 2031 June 2034
Vertical
Construction
Start June 2026 December 2029 September 2032
End March 2030 December 2032 May 2035
Sales Start March 2027 September 2030 June 2033
End March 2030 December 2032 May 2035

Exhibit 10
3 SECTION I

PROJECT INFORMATION

Related Bristol at 3600 South Bristol Street September 27, 2023 L
and Residual Value Study Report

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The timing and cash flow related to the Specific Plan’s financial analysis starts as of June 2023. DTA assumed that the processing of Tentative Tract Maps or parcel maps (collectively referred to as “TTMs” in this Report) would commence after the completion of a Development Agreement (“DA”) between the City and Developer.

It is expected that a DA will be negotiated between the City and Developer. However, at the time of the NAV preparation, the DA was not completed. As a result, we did not anticipate specific terms and instead predicted general assumptions contained in similar DAs. An important assumption we made was that the DA would not address any credits for Development Impact Fees (“DIFs”).

In our analysis, we assumed that the Developer would not be providing low-income housing units but would instead incur the Santa Ana Housing In-Lieu Fee of $15.00 per SF, totaling approximately $50,625,000 upon the build-out of the Project.

The LRV assumes the Developer will pay all costs to be incurred from today through lease-up, allowing DTA to determine each block’s NAV. This includes the Developer completing the TTMs, preparation of approved engineering plans, payment of all DIFs, construction of all site development improvements, and construction of all the buildings.

At the time the buildings achieve full occupancy, we assume they will be valued at their respective NAV(s).

Often, in a project of this size, a developer may sell separate parcels to third-party developers and builders. Although this will reduce the overall profit to the developer, often an early sale to a third party will return invested capital and increase other financial metrics, such as an increased Internal Rate of Return (“IRR”) and Net Present Value (“NPV”) of the development program. It also allows a developer to spread financial risk.

We have been informed that the property will be encumbered by a 99-year ground lease.

Since most home buyers are not interested in purchasing a home on leased land, the residential development will be targeted to rental tenants.

Exhibit 10
4 SECTION I

PROJECT INFORMATION

Related Bristol at 3600 South Bristol Street September 27, 2023 L
and Residual Value Study Report

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From the CoStar site, DTA obtained information about the market for both County and multifamily products within a 2-mile radius of the Project site. In this Report, we will refer to the area within 2 miles of the site as the “2-Mile Zone.” The model assumes multifamily rental units
will be delivered to the market beginning in
March 2027 and ending in May 2035. There
have been few apartment projects opened in
the 2-Mile Zone in recent years, and rental
vacancies in an area within the 2-Mile Zone
are below 2.0%. We concluded that the rental
units will be absorbed as they are delivered to
the marketplace.

It is also important to note that the 2-Mile
Zone's market area cap rate for completed
multifamily project sales is about 4.0%, as
provided by CoStar, a data information company that provided the market information DTA evaluated for the NAV study. Please note that forecasted multifamily cap rates are not projected to increase above 4.0% in the foreseeable future. That said, while cap rates for multifamily projects in California and across the United States have been increasing as a result of generally higher 10-year Federal government or agency bond (“Government Bond”) interest rates, the impact has not been experienced in the City’s 2-Mile Zone.

The model assumptions do not include price appreciation or cost inflation to comply with existing underwriting standards.

Figure 2: Mu ltifamily Market Cap Rate
Exhibit 10

SECTION I

PROJECT INFORMATION

Related Bristol at 3600 South Bristol Street September 27, 2023 Land Residual Value Study Report
www.FinanceDTA.com
Table 3: Summary of LRV by Phase
Description Quantity Phase 1 Phase 1 - % Phase 2 Phase 2 - % Phase 3 Phase 3 - % Total Total Revenues
Apartment 3,750 DU $1,183,134,000 77.23% $396,868,000 86.87% $287,318,000 73.97% $1,867,320,000 78.55% Commercial 350,000 SF $99,921,000 6.52% $46,680,000 10.22% $72,236,000 18.60% $218,837,000 9.21% 250 Rooms $94,619,000 6.18% $0 0.00% $0 0.00% $94,619,000 3.98% Congregate 200 Rooms $106,470,000 6.95% $0 0.00% $0 0.00% $106,470,000 4.48% Parking Structures 3,896 Spaces $47,860,000 3.12% $13,280,000 2.91% $28,880,000 7.43% $90,020,000 3.79% Total Revenues $1,532,004,000 100.00% $456,828,000 100.00% $388,434,000 100.00% $2,377,266,000 100.00% Costs
Apartment $897,332,000 75.84% $307,937,000 77.59% $231,494,000 80.57% $1,436,763,000 76.94% Commercial $38,378,000 38.41% $19,885,000 42.60% $32,433,000 44.90% $90,696,000 41.44% $71,326,000 75.38% $0 0.00% $0 0.00% $71,326,000 75.38% Congregate $69,462,000 65.24% $0 0.00% $0 0.00% $69,462,000 65.24% Parking Structures $52,404,000 109.49% $18,084,000 136.17% $40,636,000 140.71% $111,124,000 123.44% Total Costs $1,128,902,000 73.69% $345,906,000 75.72% $304,563,000 78.41% $1,779,371,001 74.85% NAV
Apartment $285,802,000 24.16% $88,931,000 22.41% $55,824,000 19.43% $430,557,000 23.06% Commercial $61,543,000 61.59% $26,795,000 57.40% $39,803,000 55.10% $128,141,001 58.56% $23,293,000 24.62% $0 0.00% $0 0.00% $23,293,000 24.62% Congregate $37,008,000 34.76% $0 0.00% $0 0.00% $37,008,000 34.76% Parking Structures ($4,544,000) (9.49%) ($4,804,000) (36.17%) ($11,756,000) (40.71%) ($21,104,000) (23.44%) Excess of NAV Over Costs $403,102,000 26.31% $110,922,000 24.28% $83,871,000 21.59% $597,895,002 25.15%

Exhibit 10

SECTION I

PROJECT INFORMATION

Related Bristol at 3600 South Bristol Street September 27, 2023 Land Residual Value Study Report
www.FinanceDTA.com
Table 4 : Summary of LRV by Product Type
Description Apartment
Apartment
- % of
Revenues
Commercial
Commercial
- % of
Revenues
Hotel
Hotel - %
of
Revenues
Congregate
Care
Congregate
Care - % of
Revenues
Community
Center Backbone Total
$1,942,820,000 1 00.00% $ 218,837,077 1 00.00% $ 109,138,529 1 00.00% $ 106,470,000 1 00.00% $ 0 $ 0 $2,377,265,606 evelopment Soft Costs ($19,995,221) (1.03%) ($1,957,771) (0.89%) ($938,066) (0.86%) ($124,933) (0.12%) ($2,986,887) ($541,208) ($26,544,086) ($116,245,415) (5.98%) ($8,997,782) (4.11%) ($10,150) (0.01%) ($5,346) (0.01%) ($93,676) $0 ($125,352,369) Land Development Hard Costs ($161,556,570) (8.32%) ($960,804) (0.44%) ($5,544,304) (5.08%) ($728,755) (0.68%) ($19,271,438) ($7,719,318) ($195,781,188) Backbone Allocation by Sale % ($18,689,409) (0.96%) ($2,637,996) (1.21%) ($981,940) (0.90%) ($957,931) (0.90%) $15,006,749 $8,260,526 $0 Lot Improvement Cost ($316,486,614) (16.29%) ($14,554,352) (6.65%) ($7,474,460) (6.85%) ($1,816,965) (1.71%) ($7,345,252) $0 ($347,677,643) al Construction Costs ($1,073,756,400) (55.27%) ($59,237,437) (27.07%) ($56,560,000) (51.82%) ($59,388,000) (55.78%) $0 $0 ($1,248,941,837) ($96,091,348) (4.95%) ($11,473,692) (5.24%) ($4,943,883) (4.53%) ($5,614,827) (5.27%) $0 $0 ($118,123,749) Marketing and Sales ($9,736,069) (0.50%) ($218,837) (0.10%) ($94,619) (0.09%) ($106,470) (0.10%) $0 $0 ($10,155,994) ($44,470,531) (2.29%) ($5,211,641) (2.38%) ($2,253,356) (2.06%) ($2,535,600) (2.38%) $0 $0 ($54,471,128) Total Costs ($1,540,540,962) (79.29%) ($90,695,959) (41.44%) ($71,326,317) (65.35%) ($69,461,862) (65.24%) ($7,345,252) $0 ($1,779,370,352) Land Residual Value $402,279,038 20.71% $128,141,118 58.56% $37,812,212 34.65% $37,008,138 34.76% ($7,345,252) $0 $597,895,254

Exhibit 10

SECTION I

PROJECT INFORMATION

Related Bristol at 3600 South Bristol Street September 27, 2023 Land Residual Value Study Report
www.FinanceDTA.com
Table 5 : Project’s Annual Cash Flow
Total % Total Dec -23 Dec -24 Dec -25 Dec -26 Dec -27 Dec -28 Dec -29 Dec -30 Dec -31 Dec -32 Dec -33 Dec -34 Total Builder Sales Plus Inflation $2,287,246 100.00% $0 $0 $0 $0 $12,132 $396,885 $623,097 $298,004 $154,026 $118,665 $324,883 $2,020 Total Other Revenues $90,020 3.94% $0 $0 $0 $0 $0 $22,260 $13,600 $7,820 $4,180 $3,420 $9,860 $0 Total Revenues $2,377,266 103.94% $0 $0 $0 $0 $12,132 $419,145 $636,697 $305,824 $158,206 $122,085 $334,743 $2,020 Land Improvement Soft Costs ($151,896) (6.64%) ($692) ($2,843) ($2,917) ($2,917) ($22,227) ($12,265) ($32,284) ($22,626) ($932) ($20,825) ($8,408) ($4,524) Land Improvement Direct Costs ($195,781) (8.56%) $0 $0 $0 $0 ($42,243) ($33,476) ($15,122) ($13,467) ($10,354) ($8,866) ($21,605) ($29,443) Vertical Construction Costs ($1,248,942) (54.60%) $0 $0 $0 $0 ($148,515) ($179,814) ($281,871) ($180,328) ($29,478) ($136,930) ($105,218) ($34,969) ($118,124) (5.16%) ($2,019) ($4,001) ($4,085) ($4,176) ($8,545) ($15,334) ($16,165) ($13,400) ($10,473) ($10,384) ($11,259) ($7,665) ($10,156) (0.44%) $0 $0 $0 $0 ($673) ($1,577) ($2,690) ($1,722) ($511) ($959) ($1,286) ($263) ($54,471) (2.38%) ($10,593) ($1,052) ($1,566) ($2,120) ($4,849) ($10,228) ($5,915) ($2,173) ($698) ($3,884) ($3,435) ($1,488) Total Costs ($1,779,370) (77.80%) ($13,304) ($7,896) ($8,568) ($9,213) ($227,052) ($252,693) ($354,046) ($233,716) ($52,447) ($181,849) ($151,211) ($78,352) Total Cash Flow $597,896 21.01% ($13,304) ($7,896) ($8,568) ($9,213) ($214,920) $166,451 $282,651 $72,109 $105,760 ($59,764) $183,531 ($76,333) Cumulative Cash Flow Peak Capital ($257,544) ($13,304) ($21,200) ($29,768) ($38,982) ($253,901) ($87,450) $195,200 $ 267,309 $ 373,069 $ 313,305 $ 496,836 $ 420,503 Exhibit 10
8 SECTION II

LRV OF THE PROJECT

Related Bristol at 3600 South Bristol Street September 27, 2023 L
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II LRV OF THE PROJECT
DTA prepared a market study, dated July 3, 3023, for the residential, retail, hotel, and congregate care products included in the Project. The Project’s NAV is summarized below.

Table 6: NAV of the Project
Description Quantity Phase 1 Phase 2 Phase 3 Total
Apartment 3,750 DU $1,183,134,000 $396,868,000 $287,318,000 $1,867,320,000 Commercial 350,000 SF $99,921,000 $46,680,000 $72,236,000 $218,837,000 Hotel 250 Rooms $94,619,000 $0 $0 $94,619,000
Congregate 200 Rooms $106,470,000 $0 $0 $106,470,000 Parking Structures $47,860,000 $13,280,000 $28,880,000 $90,020,000 Total Revenues $1,532,004,000 $456,828,000 $388,434,000 $2,377,266,000 Below is a summary of the NAV for residential uses.

Exhibit 10

SECTION II

LRV OF THE PROJECT
Related Bristol at 3600 South Bristol Street September 27, 2023 Land Residual Value Study Report
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Table 7: NAV for Residential Uses
Description Units
Market
Rent per
SF
Rent
Premiums Unit SF Market Rent
per Unit
Vacancy
per Unit
Net
Operating
Expenses
per Unit
Capital
Reserve
per Unit
Net
Operating
Income
per Unit
Market
Cap
Rate
Market
Price per
U nit

4.00% 5.00% 35.00% 3.00%
Block 1 Residential 108 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 Block 2 Residential 105 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 Block 3 Residential 202 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 Block 6 Residential 170 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 Block 7 Residential 373 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 Block 8 Residential 88 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 Block 9 Residential 106 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 Block 10 Residential 222 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 Block 11 Residential 552 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 Block 12 Residential 289 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 Block 14 Residential 680 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 Block 15 Residential 222 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 Block 18 Residential 335 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 Block 19 Residential 298 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 Totals 3,750 DU $3.50 $0.14 3,375,000 SF $12,285,000 ($614,250) ($4,299,750) ($368,550) $7,002,450 4.50% $498,000 $1,867,500,000

Exhibit 10

SECTION II

LRV OF THE PROJECT
Related Bristol at 3600 South Bristol Street September 27, 2023 Land Residual Value Study Report
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Table 8: NAV for Retail Products
Block SF Monthly
Rent
Scheduled
Rent Vacancy Net Operating
Expenses
Capital
Reserve
Vacancy
Oper . Exp .
and Cap
Reserve
Net
Operating
Income
Market
Cap
Rate
Block 11 - Ground-Floor Retail 31,004 SF $3.00 SF/Mth $1,116,144 5.00% 10.00% 3.00% ($200,906) $915,238 4.75% $19,268,000 Block 12 - Ground-Floor Retail 16,216 SF $3.00 SF/Mth $583,776 5.00% 10.00% 3.00% ($105,080) $478,696 4.75% $10,078,000 Retail - Grocery Anchored 38,269 SF $3.00 SF/Mth $1,377,684 5.00% 10.00% 3.00% ($247,983) $1,129,701 4.50% $25,104,000 Block 15 - Ground-Floor Retail 12,454 SF $3.00 SF/Mth $448,344 5.00% 10.00% 3.00% ($80,702) $367,642 4.75% $7,740,000 Block 18 - Ground-Floor Retail 18,810 SF $3.00 SF/Mth $677,160 5.00% 10.00% 3.00% ($121,889) $555,271 4.75% $11,690,000 Block 19 - Ground-Floor Retail 16,735 SF $3.00 SF/Mth $602,460 5.00% 10.00% 3.00% ($108,443) $494,017 4.75% $10,400,000 - Neighborhood Retail 25,167 SF $3.00 SF/Mth $906,012 5.00% 10.00% 3.00% ($163,082) $742,930 4.75% $15,641,000 - Ground-Floor Retail 19,070 SF $3.00 SF/Mth $686,520 5.00% 10.00% 3.00% ($123,574) $562,946 4.75% $11,852,000 - Ground-Floor Retail 35,156 SF $3.00 SF/Mth $1,265,616 5.00% 10.00% 3.00% ($227,811) $1,037,805 4.75% $21,849,000 Block 10 - Ground-Floor Retail 20,886 SF $3.00 SF/Mth $751,896 5.00% 10.00% 3.00% ($135,341) $616,555 4.75% $12,980,000 - Ground-Floor Retail 21,794 SF $3.00 SF/Mth $784,584 5.00% 10.00% 3.00% ($141,225) $643,359 4.75% $13,544,000 - Ground-Floor Retail 21,015 SF $3.00 SF/Mth $756,540 5.00% 10.00% 3.00% ($136,177) $620,363 4.75% $13,060,000 - Ground-Floor Retail 34,247 SF $3.00 SF/Mth $1,232,892 5.00% 10.00% 3.00% ($221,921) $1,010,971 4.75% $21,284,000 - Ground-Floor Retail 17,772 SF $3.00 SF/Mth $639,792 5.00% 10.00% 3.00% ($115,163) $524,629 4.75% $11,045,000 - Ground-Floor Retail 21,405 SF $3.00 SF/Mth $770,580 5.00% 10.00% 3.00% ($138,704) $631,876 4.75% $13,303,000 Total 350,000 SF $12,600,000 ($2,268,000) $10,332,000 4.72% $218,838,000 Exhibit 10
11 SECTION II

LRV OF THE PROJECT

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Based upon DTA’s review of CoStar data, we assumed a market cap rate for retail property of 4.75%. Although cap rates for retail products have risen recently, we concluded that the Project will benefit from the projected 6,750 new tenants in the urban village setting.

Therefore, we adjusted the cap rate to approximately 5.5% due to the number of captive consumers anticipated to live in the residential units in the urban village.

Figure 3: Retail Property Cap Rate

Below is a summary of anticipated revenues and expenses of the 250-room upscale hotel product.

Table 9: NAV for the Hotel
Hotel % RevPAR Daily Room Rent Annual Revenue % of Total Rooms 250
Base Room Rent $210.00 $19,162,500 104.66%
Vacancy (30.00%) ($5,748,750) (31.40%)
RevPAR $147.00 $13,413,750 73.26%
Food Sales 16.00% $23.52 $2,146,200 11.72%
Beverage Sales 7.50% $11.03 $1,006,031 5.49%
Technology 3.00% $4.41 $402,413 2.20%
Minor Departments 10.00% $14.70 $1,341,375 7.33%
Total Non-RevPAR Income $53.66 $4,896,019 26.74%
Gross Hotel Revenue $200.66 $18,309,769 100.00%
Hotel Expenses
Department Expenses ($63.43) ($5,788,033) (31.61%)
Undistributed Operating Expenses ($60.27) ($5,499,638) (30.04%) Fixed Charges ($6.62) ($603,618.75) ($0.03)
Capital Reserves for FF&E ($2.94) ($268,275.00) ($0.01) Total Expenses and Reserves ($133.26) ($12,159,564.38) ($0.66) Net Operating Income $67.40 $6,150,204 33.59%
NAV @ 6.5% Cap Rate 6.50% $94,619,000

Exhibit 10
12 SECTION II

LRV OF THE PROJECT

Related Bristol at 3600 South Bristol Street September 27, 2023 L
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Table 10: Hotel Operating Expenses
Expenses % of
Income
Daily Rate
per Room
Daily
Revenue
Annual
Revenue % of Total
Department Expenses
Rooms 25.00% ($36.75) ($9,188) ($3,353,438) (18.32%)
Food Costs 50.00% ($11.76) ($2,940) ($1,073,100) (5.86%) Beverage Costs 40.00% ($4.41) ($1,103) ($402,413) (2.20%) Food and Beverage Labor Cost 20.00% ($6.91) ($1,727) ($630,446) (3.44%) Technology Costs 15.00% ($0.66) ($165) ($60,362) (0.33%) Minor Operated Department 20.00% ($2.94) ($735) ($268,275) (1.47%) Total Department Expenses ($63.43) ($15,858) ($5,788,033) (31.61%) Undistributed Operating Expenses
Administration and General Operating 10.00% ($14.70) ($3,675) ($1,341,375) (7.33%) Marketing 6.00% ($8.82) ($2,205) ($804,825) (4.40%)
Management Fee 6.00% ($8.82) ($2,205) ($804,825) (4.40%) Franchise Fee 8.00% ($11.76) ($2,940) ($1,073,100) (5.86%) Energy 6.00% ($8.82) ($2,205) ($804,825) (4.40%)
Operations and Maintenance 5.00% ($7.35) ($1,838) ($670,688) (3.66%) Total Undistributed Operating Expenses ($60.27) ($15,068) ($5,499,638) (30.04%) It is our understanding that the proposed hotel will be comparable to the Westin South Coast Plaza. According to CoStar, the cap rate for Luxury and Upper Upscale hotels in the 2-Mile Zone is 6.5%.

Figure 4 : Hotel Market Cap Rate by Class

Exhibit 10
13 SECTION II

LRV OF THE PROJECT

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Below is a summary of the value of the congregate care facility.

Table 11: NAV for Congregate Care
Congregate Car e Facility Per Room
per Month
Total Per
Month Annual
Revenues From Rooms $7,500 $1,500,000 $18,000,000
Vacancy ($375) ($75,000) ($900,000)
Revenues After Vacancy $7,125 $1,425,000 $17,100,000
Revenues From Services $3,420 $684,000 $8,208,000
Total Revenues $10,545 $2,109,000 $25,308,000
Department Expenses ($4,451) ($890,288) ($10,683,450)
Undistributed Operating Expenses ($2,925) ($585,000) ($7,020,000) Insurance and Property Tax ($143) ($28,500) ($342,000) Total Operating Expenses $3,026 $605,213 $7,262,550
Capital Reserves ($143) ($28,500) ($342,000)
Net Operating Income $2,884 $576,713 $6,920,550
NAV @ 6.5% Cap Rate $106,470,000
The Specific Plan specifies there will be 3,896 parking spaces. DTA assumed that all common spaces would generate $100 per month in NOI after operating expenses. We estimated the 121 spaces allocated to the hotel property would generate $600 per day after operating expenses. DTA further assumed the parking spaces would be valued at a cap rate of 6.0%.

Table 12: Parking Summary
Parking Spaces Phase 1 Phase 2 Phase 3 Total
Common Spaces 1,667 664 1,444 3,775
Hotel Spaces 121 0 0 121
Total Spaces 1,788 664 1,444 3,896
Monthly Revenue from Common Spaces $100 $100 $100 $377,500 Monthly Revenue from Hotel Spaces $600 0 0 $72,600
Annual Income Common Spaces $2,000,400 $796,800 $1,732,800 $4,530,000 Annual Income Hotel Spaces $871,200 $0 $0 $871,200
Total Annual Parking Income $2,871,600 $796,800 $1,732,800 $5,401,200 NAV Parking Spaces @ 6% Cap Rate $47,860,000 $13,280,000 $28,880,000 $90,020,000

Exhibit 10
14 SECTION I II

PROJECT ASSUMPTIONS

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III PROJECT ASSUMPTIONS
A Cost Assumptions
I
n preparing the cost estimate, DTA reviewed similar projects in the local marketplace, City planning and engineering standards, planning fees, and DIFs.

It should be noted that the vertical budget for retail uses includes tenant improvement and special equipment allowances.

B Land Residual Basic Assumptions
B
elow is a summary of the Project by phase.

Table 13: Product Summary by Product and Phase
Product Mix Phase 1 Phase 2 Phase 3 Total
Apartment 2,376 DU 797 DU 577 DU 3,750 DU
Commercial 158,655 SF 75,112 SF 116,233 SF 350,000 SF Hotel 140,000 SF 0 SF 0 SF 140,000 SF
Congregate 192,000 SF 0 SF 0 SF 192,000 SF
Parking Spaces 1,788 Spaces 664 Spaces 1,444 Spaces 3,896 Spaces We prepared budgets for each cost category by phase and product type.

1. We did not include any land costs in the analysis since the property is not being purchased, but we have been informed that the property is subject to a 99-year ground lease. We have also been informed that the lease payments during construction are “negligible.”

2. Land improvement indirect costs
include civil engineering, soils engineering,
environmental processing, development consulting, planning fees, deposits, permits, DIFs, bonds, mitigation costs, water purchase, easement acquisition, and the lot improvement indirect contingency.

Exhibit 10
15 SECTION I II

PROJECT ASSUMPTIONS

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Table 14 : Land Development Soft Costs
Land Development Soft Costs Phase 1 Phase 2 Phase 3 Total Civil Engineering $2,544,276 $654,928 $1,560,958 $4,760,162 Soils Engineering $383,642 $107,496 $246,864 $738,002 Environmental Processing $2,686,200 $836,850 $605,850 $4,128,900 Development Consulting $3,877,975 $1,211,549 $1,279,569 $6,369,092 Planning Fees, Deposits, Permits $1,504,574 $363,471 $1,354,913 $3,222,959 Development Impact Fees $99,495,397 $33,934,601 $26,234,870 $159,664,869 Bonds $274,066 $70,088 $149,018 $493,172
Mitigation Costs $453,300 $214,606 $332,094 $1,000,000 Lot Improvement Indirect Contingency $4,157,265 $1,363,937 $1,339,973 $6,861,175 Total Land Development Soft Costs $115,376,695 $38,757,526 $33,104,109 $187,238,330

3. Land improvement direct costs include site preparation, rough grading, erosion and dust control, storm drain systems, sanitary sewer systems, potable water, non- potable water, street improvements, dry utilities, fencing and walls, landscaping, common costs, Project-wide amenities, parking, repairs for bond release, reimbursements, and the lot improvement direct contingency.

Table 15 : Total Land Development Hard Costs by Phase Unit Total Land Development Hard Costs per Unit Phase 1 Phase 2 Phase 3 Total Site Preparation $1,026,075 $335,475 $771,900 $2,133,450 Rough Grading $1,272,000 $416,000 $968,000 $2,656,000 Erosion and Dust Control $1,776,600 $575,100 $1,344,600 $3,696,300 Storm Drain System $4,344,480 $827,315 $644,818 $5,816,613 Sanitary Sewer System $2,882,675 $795,345 $642,290 $4,320,310 Potable Water $2,924,300 $865,845 $673,290 $4,463,435 Non-Potable Water $1,130,100 $379,095 $274,503 $1,783,698 Street Improvements - Concrete $2,162,240 $566,960 $410,600 $3,139,800 Street Improvements - Asphalt $2,514,590 $893,145 $896,940 $4,304,675 Dry Utilities $3,618,700 $1,102,525 $798,338 $5,519,563 Fencing and Walls $1,483,450 $153,600 $356,550 $1,993,600 Landscaping $2,989,120 $208,630 $5,662,450 $8,860,200 Common Costs $1,188,000 $398,500 $5,688,500 $7,275,000 Project Amenities $3,000,000 $0 $0 $3,000,000
Parking Spaces $52,404,000 $18,084,000 $40,636,000 $111,124,000 Repairs For Bond Release $844,900 $272,694 $596,543 $1,714,138 Reimbursements ($986,010) ($330,758) ($239,501) ($1,556,269) Lot Improvement Direct Contingency $12,686,283 $3,831,521 $9,018,873 $25,536,677 Total Land Development Hard Costs $97,261,503 $29,374,992 $69,144,693 $195,781,188

4. Vertical costs include all costs from the foundation to the roof of a dwelling unit, including a 5% contingency and the cost of a building permit.

Exhibit 10
16 SECTION I II

PROJE CT ASSUMPTIONS

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5. Indirect costs include on-site consultants, architects, taxes/title insurance/land escrow, overall project contingency, insurance, site development field expenses, on- site construction management costs (lot improvement field management), development operations expenses (vertical construction field management), and general and administrative expenses.

6. Marketing costs
include for-sale product, such as sales commissions, closing costs, warranty, general marketing costs, sales office design and construction, model maintenance, model upgrades, model landscaping, sales and model staff salaries, and master marketing program costs.

7. Finance costs
include property taxes, construction loan interest, construction loan fees, and third-party fees. We assumed an interim loan rate of 7.0% and a loan fee equal to 1.0%. We were not provided with a debt-to-equity structure, so we assumed there would be no initial equity. However, the Developer would fund 10% of the costs, as incurred.

8. In preparing the cash flows to support the LRVs, we made timing assumptions that these expenditures would be made on a “just-in-time” basis.

These assumptions
may be adjusted based on discussions with the appropriate government agencies.

Exhibit 10
17 SECTION I V

LAND IMPROVEMENT INDIRECT
COSTS

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IV LAND IMPROVEMENT INDIRECT COSTS
A Civil Engineering
I
n the current environment, a Specific Plan requires a significant civil engineering effort to obtain project-related data and prepare the required maps and exhibits that are generally prepared at 100 scale (1 in = 100 ft). If a Specific Plan is prepared at a scale greater than 100, such as a 300 scale, while a TTM is subsequently prepared at 100 scale or less, the proposed lot lines may not coincide with the Specific Plan’s planning area maps. In this case, the approving body may be required to approve a variance or, in significant cases, a Specific Plan Amendment requiring additional public hearings and public review. For this reason, we suggest the TTMs be prepared at 100 scale or less, although these efforts may require additional civil engineering work and additional upfront costs. We believe the cost of the extra work early in the development process will reduce costs later and is well worth the investment.

The Civil Engineer is responsible for preparing detailed supporting studies for many disciplines, including grading, erosion control, storm drain, sanitary sewer, potable and non-potable water roadways, fencing and walls landscaping, common costs, and parking.

Furthermore, the City or other agencies, such as the California Department of Transportation (“Caltrans”), U.S. Fish and Wildlife Service, or California Department of Fish and Wildlife, may require additional engineering studies to support the TTMs.

Table 16: Civil Engineering Costs
Civil Engineering Phase 1 Phase 2 Phase 3 Total
Apartment $1,674,115 $642,127 $1,098,051 $3,414,292
Commercial $43,688 $0 $0 $43,688
Hotel $363,718 $0 $0 $363,718
Congregate $26,289 $0 $0 $26,289
Amenity $176,640 $12,801 $462,907 $652,347
Backbone $259,828 $0 $0 $259,828
Total Civil Engineering $2,544,276 $654,928 $1,560,958 $4,760,162 B Soil Engineering
G
eotechnical studies will be required for the Project even though the Project site has previously been developed. Many geotechnical standards have changed since the Project site’s geology was studied in the 1960s and 1970s. For example, the compaction standard in Orange County in the early 1980s was 85% optimum but had been revised to 90% because of grading failures during construction in Laguna Niguel and other Orange County jurisdictions. In addition to site sampling and testing, the geologist will also be required to study the effects of earthquakes, seismically induced surface ruptures, ground shaking, ground failure, subsidence and liquefaction, and potentially other issues required by the City’s Public Works Agency.

Exhibit 10
18 SECTION I V

LAND IMPROVEMENT INDIRECT
COSTS

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In accordance with California law, a Phase 1 Report, which is an investigation for hazardous materials (qualitative testing), must be completed by a licensed professional, usually a geotechnical engineer. We have also budgeted for a Phase 2 Report (quantitative testing), with the expectation that Phase 1 will identify on-site hazardous materials issues.

There are no soil engineering costs estimated for the backbone infrastructure since we allocated backbone costs to the IPP planning areas.

Table 17: Soil Engineering Costs
Soils Engineering Phase 1 Phase 2 Phase 3 Total
Apartment $173,507 $96,776 $149,388 $419,670
Commercial $33,411 $0 $0 $33,411
Hotel $71,941 $0 $0 $71,941
Congregate $12,521 $0 $0 $12,521
Amenity $92,262 $10,720 $97,476 $200,458
Total Soils Engineering $383,642 $107,496 $246,864 $738,002 C Environmental Consultants
W
e have assumed that a program-level Environmental Impact Report (“EIR”) was required to support the General Plan Amendment (“GPA”) and a Project-level GPA would be required to support the approval of the TTMs. The Project-level EIR includes the preparation of third-party reports listed below.

Air Quality; Noise;
Cultural Resources; Population and Housing;
Energy; Public Services;
Geology and Soils; Parks and Recreation
Greenhouse Gas Emissions; Transportation;
Hazards and Hazardous Wastes; Tribal Cultural Resources; Hydrology and Water Quality; Utilities and Service Systems; and Land Use and Planning; Mandatory Findings of Significance.

Noise;

Table 18: Environmental Processing Costs
Environmental Processing Phase 1 Phase 2 Phase 3 Total Apartment $2,494,800 $836,850 $605,850 $3,937,500
Commercial $28,000 $0 $0 $28,000
Hotel $125,000 $0 $0 $125,000
Congregate $38,400 $0 $0 $38,400
Total Environmental Processing $2,686,200 $836,850 $605,850 $4,128,900

Exhibit 10
19 SECTION I V

LAND IMPROVEMENT INDIRECT
COSTS

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D Development Consulting
I
n addition to the environmental reports listed above, a developer of a project of this size may be required to produce additional studies or retain consultants to support TTM applications. A partial listing of potential studies is included below.

Attorneys; Landscape Architect;
Appraisal; Lighting Consultant;
Aerial Photography; Market Studies;
Financial Consultant; Off-Site Project Consultant;
Scheduling Consultant; Structural Engineering;
DA Consultant; Fire Hazard Consultant;
Design Guidelines; Sewer Hydraulic Analysis;
Assessment District Consultants; Traffic Studies;
Architect, Preliminary Studies; Water System Design;
Architect, Commercial Site; Visual Stimulation;
Architect, School Site; Political Consultant;
Land Planning and Design; Public Outreach; and
Consumer Polling; Dry Utility Consulting.

SWPPP Consultant;

Table 19: Development Consulting Estimate
Development Consulting Phase 1 Phase 2 Phase 3 Total
Apartment $3,264,667 $1,128,760 $885,811 $5,279,239
Commercial $185,628 $75,112 $116,233 $376,973
Hotel $268,222 $0 $0 $268,222
Congregate $9,610 $0 $0 $9,610
Amenity $149,847 $7,677 $277,524 $435,048
Total Development Consulting $3,877,975 $1,211,549 $1,279,569 $6,369,092 E Planning Fees, Deposits, and Permits
A
s required by City ordinances and policies, a developer is required to pay various fees to compensate the City for reviewing plans and reports. Cities often require developers to make deposits to be made to ensure developer payment for future services, such as inspection fees. The City requires developers to obtain permits for the installation of approved construction projects.

Exhibit 10
20 SECTION I V

LAND IMPROVEMENT INDIRECT
COSTS

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Table 20: Planning Fees Deposits and Permit Estimate
Planning Fees, Deposits, Permits Phase 1 Phase 2 Phase 3 Total Apartment $976,587 $352,609 $305,915 $1,635,111
Commercial $36,093 $3,756 $5,812 $45,660
Hotel $18,290 $0 $0 $18,290
Congregate $21,819 $0 $0 $21,819
Amenity $246,430 $7,107 $1,043,187 $1,296,723
Backbone $205,355 $0 $0 $205,355
Total Planning Fees, Deposits, Permits $1,504,574 $363,471 $1,354,913 $3,222,959 Backbone costs are those related to non-IPP that benefit the entire P r oject. They include plan check and inspection fees for the po lice st ation, en try monumentation on South Bristol, of f-s ite sanitary sewer connection, etc.

F DIFs
A
DIF is a monetary exaction other than a tax or special assessment that is charged by a local governmental agency in connection with approval of a development project. A DIF is structured to mitigate all or a portion of costs for public facilities related to the development project. The City currently conditions the following DIFs: Transportation System Improvements Fee, Transit Zoning Code Traffic Impact Mitigation Fee, Harbor Specific Plan Mitigation Fee, Foothill Transportation Corridor Fee, San Joaquin Hill Corridor Fee, Drainage Assessment Fee, Orange County Sanitation Sewer Connection Fee, Orange County Sanitation District Fee, Santa Ana School District Fee, and Santa Ana Affordable Housing In-Lieu Fee.

Table 21: DIF Summary by Fee Type
DIFs Total Quantity Unit Unit Price Total Cost
Santa Ana Transportation System Improvement Area Multifamily Fee - Area 3,375,000 SF $1.10 $3,712,500 Santa Ana Transportation System Improvement Area Non-Residential Fee - Area 350,000 SF $3.31 $1,158,500 Santa Ana Transit Zoning Code Traffic Impact Mitigation Fee - Multifamily 3,750 DU $1,270.04 $4,762,650 Santa Ana Transit Zoning Code Traffic Impact Mitigation Fee - Retail 350,000 SF $9.11 $3,188,500 Santa Ana Harbor Specific Plan Mitigation Fee 3,750 DU $850.00 $3,187,500 Foothill Transportation Corridor Fee - Multifamily 3,750 DU $2,568.00 $9,630,000 Foothill Transportation Corridor Fee - Non-Residential 350,000 SF $4.99 $1,746,500 San Joaquin Hill Corridor Fee - Multifamily 3,750 DU $2,735.00 $10,256,250 San Joaquin Hill Corridor Fee - Non-Residential 350,000 SF $5.99 $2,096,500 Drainage Assessment Fee - Zone 41 AC $7,748.21 $318,219 Orange County Sanitation Sewer Connection Fee 75,000 Fix $49.00 $3,675,000 Orange County Sanitation District - Multifamily Capacity Fee 3,750 DU $3,743.00 $14,036,250 Orange County Sanitation District – Non-Residential Capacity Fee - Avg 2 Bdrms 350,000 SF $1.49 $519,750 Santa Ana School District Impact Fee - Residential 3,375,000 SF $4.79 $16,166,250 Santa Ana School District Impact Fee - Commercial 350,000 SF $0.78 $273,000 Santa Ana Affordable Housing In Lieu Fee 3,375,000 SF $15.00 $50,625,000 Total DIFs $ 125,352,369

Exhibit 10
21 SECTION I V

LAND IMPROVEMENT INDIRECT
COSTS

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These DIFs are summarized below by product type.

Table 22: D IF Summary by Product and Phase
DIFs Phase 1 Phase 2 Phase 3 Total
Apartment $73,609,896 $24,709,653 $17,925,866 $116,245,415 Commercial $4,086,912 $1,927,749 $2,983,120 $8,997,782 Hotel $10,150 $0 $0 $10,150
Congregate $5,346 $0 $0 $5,346
Amenity $42,693 $4,649 $46,334 $93,676
Total DIFs $77,754,997 $26,642,051 $20,955,320 $125,352,369 The DIFs do not include any potential DIF credits. We believe there may be credits, but they will be negotiated as part of the DA.

G Bonds
T
he City will require that the Developer provide Subdivision Agreements to ensure the completion of certain improvements. The typical method to guarantee the completion of improvements is to provide a subdivision completion bond. The subdivision bond costs for each phase of the Project are presented below.

Table 23: Subdivision Bond Costs
Bonds Phase 1 Phase 2 Phase 3 Total
Apartment $185,578 $68,502 $61,252 $315,332
Commercial $6,665 $0 $0 $6,665
Hotel $5,340 $0 $0 $5,340
Congregate $4,790 $0 $0 $4,790
Amenity $44,868 $1,586 $87,767 $134,221
Backbone $26,825 $0 $0 $26,825
Total Bonds $274,066 $70,088 $149,018 $493,172
H Mitigation Allowance
I
n most cases, retail leases are less than 10 years (although some offer tenant extension), and this should allow the owner to coordinate tenant move-outs in accordance with construction phasing. If there are existing tenant leases that could impact construction timing, the owner may incur lease termination costs to entice existing tenants to abandon their existing locations. We have included a $1.0 million allowance for the termination of existing lease obligations.

Exhibit 10
22 SECTION I V

LAND IMPROVEMENT INDIRECT
COSTS

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Table 24 : Mitigation Costs
Mitigation Costs Phase 1 Phase 2 Phase 3 Total
Commercial $453,300 $214,606 $332,094 $1,000,000
Total Mitigation Costs $453,300 $214,606 $332,094 $1,000,000 I Lot Improvement Indirect Contingency
W
e have provided a contingency for land development soft costs. All categories have a 10% contingency, except for DIFs, which have a 3% contingency.

Table 25 : Lot Improvement Indirect Contingency by Product and Phase Lot Improvement Indirect Contingency Phase 1 Phase 2 Phase 3 Total Apartment $3,085,222 $1,053,852 $849,003 $4,988,077
Commercial $201,286 $87,180 $134,907 $423,373
Hotel $85,556 $0 $0 $85,556
Congregate $11,503 $0 $0 $11,503
Amenity $72,285 $4,129 $197,676 $274,090
Backbone $49,201 $0 $0 $49,201
Total Lot Improvement Indirect Contingency $3,505,053 $1,145,160 $1,181,586 $5,831,800

Exhibit 10
23 SECTION V

LAND IMPROVEMENT DIRECT
COSTS

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V LAND IMPROVEMENT DIRECT COSTS
Land improvement direct costs include site preparation, rough grading, erosion and dust control, storm drain systems, sanitary sewer systems, potable water, non-potable water, street improvements, dry utilities, fencing and walls, landscaping, common costs, Project-wide amenities, parking, repairs for bond release, reimbursements, and the lot improvement direct contingency.

A Site Preparation
T
he site preparation cost includes the demolition of existing on-site structures. This is often a difficult category to budget since the third-party contractors often offset the demo costs with revenues generated from sale of reclaimed material, such as copper wiring, asphalt, concrete, etc. Without having a third-party contractor bid, we estimated that the net costs of demo would be about $50,000 per acre.

Table 26: Site Preparation Costs
Site Preparation Phase 1 Phase 2 Phase 3 Total
Apartment $543,225 $305,475 $472,900 $1,321,600
Commercial $101,850 $0 $0 $101,850
Hotel $68,775 $0 $0 $68,775
Congregate $36,725 $0 $0 $36,725
Amenity $275,500 $30,000 $299,000 $604,500
Total Site Preparation $1,026,075 $335,475 $771,900 $2,133,450 B Rough Grading
A
bsent geotechnical information, we assumed that the entire Project site would need to be regraded. We estimated this would require 10 feet of removal and replacement.

Table 27: Grading Costs
Rough Grading Phase 1 Phase 2 Phase 3 Total
Apartment $664,000 $376,000 $580,000 $1,620,000
Commercial $124,000 $0 $0 $124,000
Hotel $84,000 $0 $0 $84,000
Congregate $44,000 $0 $0 $44,000
Amenity $356,000 $40,000 $388,000 $784,000
Total Rough Grading $1,272,000 $416,000 $968,000 $2,656,000

Exhibit 10
24 SECTION V

LAND IMPROVEMENT DIRECT
COSTS

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C Erosion and Dust Control
W
e estimated that erosion and dust control would cost about $90,000 per acre.

Table 28: Erosion and Dust Control Costs
Erosion and Dust Control Phase 1 Phase 2 Phase 3 Total
Apartment $926,100 $521,100 $806,400 $2,253,600
Commercial $174,600 $0 $0 $174,600
Hotel $117,900 $0 $0 $117,900
Congregate $62,100 $0 $0 $62,100
Amenity $495,900 $54,000 $538,200 $1,088,100
Total Erosion and Dust Control $1,776,600 $575,100 $1,344,600 $3,696,300 D Storm Drain Systems
T
he estimate for storm drain improvements includes replacing most of the existing storm drain since the current locations are not in accordance with the proposed Project. DTA also added costs for 54-inch, 60-inch, and 78-inch Reinforced Concrete Pipe (“RCP”) as described in the Specific Plan. Finally, we added a Local Impact Development (“LID”) allowance in accordance with City requirements and traffic control while the improvements are installed.

Table 29: Storm Drain Estimate
Storm Drain System Phase 1 Phase 2 Phase 3 Total
Apartment $2,421,980 $819,815 $614,818 $3,856,613
Commercial $7,500 $0 $0 $7,500
Hotel $7,500 $0 $0 $7,500
Congregate $7,500 $0 $0 $7,500
Amenity $30,000 $7,500 $30,000 $67,500
Backbone $1,870,000 $0 $0 $1,870,000
Total Storm Drain System $4,344,480 $827,315 $644,818 $5,816,613 E Sanitary Sewer Systems
T
he estimate for sanitary system improvements is based upon removing and replacing all the in-tract sewer lines since DTA determined that the Project will be relocating all the easements where the sewer lines are currently located. The Specific Plan states that a new 78-inch vitrified clay pipe would be required to connect to existing infrastructure. We also budgeted traffic control during construction.

Exhibit 10
25 SECTION V

LAND IMPROVEMENT DIRECT
COSTS

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Table 30: Sanitary Sewer Estimate
Sanitary Sewer System Phase 1 Phase 2 Phase 3 Total
Apartment $2,306,550 $784,470 $598,790 $3,689,810
Commercial $10,875 $0 $0 $10,875
Hotel $10,875 $0 $0 $10,875
Congregate $10,875 $0 $0 $10,875
Amenity $43,500 $10,875 $43,500 $97,875
Backbone $500,000 $0 $0 $500,000
Total Sanitary Sewer System $2,882,675 $795,345 $642,290 $4,320,310 F Potable and Reclaimed Water
A
s with sanitary sewer systems, DTA estimated the costs of removing and replacing all the in-tract potable water lines since we determined the Project will be moving all the easements where the sewer lines are currently located. We budgeted traffic control during construction. We also estimated that the City would require the Developer to install non-potable water lines throughout the Project site in accordance with current City requirements.

Table 31: Potable Water Costs
Potable Water Phase 1 Phase 2 Phase 3 Total
Apartment $2,412,300 $837,345 $559,290 $3,808,935
Commercial $28,500 $0 $0 $28,500
Hotel $28,500 $0 $0 $28,500
Congregate $28,500 $0 $0 $28,500
Amenity $114,000 $28,500 $114,000 $256,500
Backbone $312,500 $0 $0 $312,500
Total Potable Water $2,924,300 $865,845 $673,290 $4,463,435

Table 32: Non -Potable Water Costs
Non -Potable Water Phase 1 Phase 2 Phase 3 Total
Apartment $1,130,100 $379,095 $274,503 $1,783,698
Total Non-Potable Water $1,130,100 $379,095 $274,503 $1,783,698 G Street Improvements
T
he estimate for street improvements includes asphalt, concrete, and streetlights. Since the Specific Plan is not specific on the street profiles, DTA reviewed City standard plans and made estimates for the street widths. We estimate an average streetlight with a cost of $6,000 per fixture, totaling about $1.0 million upon the build-out of the Project.

Exhibit 10
26 SECTION V

LAND IMPROVEMENT DIRECT
COSTS

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Table 33: Street Improvement Budget
Street Improvements Phase 1 Phase 2 Phase 3 Total
Apartment $4,095,280 $1,452,455 $1,276,940 $6,824,675 Commercial $170,850 $0 $0 $170,850
Hotel $166,850 $0 $0 $166,850
Congregate $213,250 $0 $0 $213,250
Amenity $30,600 $7,650 $30,600 $68,850
Backbone $0 $0 $0 $0
Street Improvements $4,676,830 $1,460,105 $1,307,540 $7,444,475 H Dry Utilities
T
he dry utility allowance includes cost for electricity, gas, telephone, and internet. The estimate is based upon locating dry utilities in the proposed interior street to service all the buildings.

Table 34 : Dry Utility Costs
Dry Utilities Phase 1 Phase 2 Phase 3 Total
Apartment $3,286,700 $1,102,525 $798,338 $5,187,563
Commercial $140,000 $0 $0 $140,000
Congregate $192,000 $0 $0 $192,000
Dry Utilities $3,618,700 $1,102,525 $798,338 $5,519,563 I Fencing and Walls
T
he fencing and walls allowance includes interior walls surrounding each planning area.

Included in this group is a $1.0 million allowance for street monumentation on South Bristol Street at the boundary between Cities of Santa Ana and Costa Mesa as referred to in Sections 3-4 of the Specific Plan.

Table 35 : Fencing and Wall Budget
Fencing and Walls Phase 1 Phase 2 Phase 3 Total
Apartment $240,900 $129,300 $208,200 $578,400
Commercial $43,650 $0 $0 $43,650
Hotel $35,850 $0 $0 $35,850
Congregate $25,950 $0 $0 $25,950
Amenity $137,100 $24,300 $148,350 $309,750
Backbone $1,000,000 $0 $0 $1,000,000
Fencing and Walls $1,483,450 $153,600 $356,550 $1,993,600 J Landscaping
T
he landscape category includes an allocation of landscaping adjacent to each building.

We also include an estimate for Bristol Green, Bristol Plaza, Central Park, Greenlink South, and Greenlink North at $1,500,000 per acre. The estimate includes landscape maintenance for 6 months.

Exhibit 10
27 SECTION V

LAND IMPROVEMENT DIRECT
COSTS

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Table 36: Landscaping Estimate
Landscaping Phase 1 Phase 2 Phase 3 Total
Apartment $353,470 $199,305 $307,175 $859,950
Commercial $31,050 $0 $0 $31,050
Hotel $21,225 $0 $0 $21,225
Congregate $10,875 $0 $0 $10,875
Amenity $2,572,500 $9,325 $5,355,275 $7,937,100
Landscaping $2,989,120 $208,630 $5,662,450 $8,860,200 K Common Costs
T
he common cost category includes an allowance for the multifamily units at $500 per unit and an allowance for a community center to be built adjacent to the Bristol Central Park for a total of $5,400,000.

Table 37: Common Costs Allowance
Common Costs Phase 1 Phase 2 Phase 3 Total
Apartment $1,188,000 $398,500 $288,500 $1,875,000
Amenity $0 $0 $5,400,000 $5,400,000
Common Costs $1,188,000 $398,500 $5,688,500 $7,275,000 L Project Amenities
T
he Project amenities include the construction of a police station to be located on-site.

Table 38: Project Amenity Allowance
Project Amenities Phase 1 Phase 2 Phase 3 Total
Police Station $3,000,000 $0 $0 $3,000,000
Project Amenities $3,000,000 $0 $0 $3,000,000
M Parking
I
n the parking space category, we include above-grade, surface, and below-grade spaces.

DTA was not able to discern the specifications for the parking facilities, so we estimated the costs based upon typical costs but reduced the unit costs since there would be an economy of scale for the larger facilities. Typical parking spaces have column spacing at 24 feet for parking under high-rise buildings and 60 feet of spacing for low-rise and spaces without buildings located overhead. The above-grade spaces are priced at $30,000 per space, surface spaces at $4,000 per space, and below-grade spaces at $35,000 per space. Below is the distribution of the individual spaces. Parking spaces will be shared among the various product types based upon the time of day the spaces are required.

Exhibit 10
28 SECTION V

LAND IMPROVEMENT DIRECT
COSTS

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Table 39: Par king Budget
Parking Spaces Phase 1 Phase 2 Phase 3 Total
Above-Grade 107 33 65 205
Surface 311 161 309 781
Below-Grade 1,370 470 1,070 2,910
Total Parking Spaces 1,788 664 1,444 3,896

Table 40 : Parking Space Budget
Parking Spaces Phase 1 Phase 2 Phase 3 Total
Apartment $48,169,000 $18,084,000 $40,636,000 $106,889,000 Hotel $4,235,000 $0 $0 $4,235,000
Parking Spaces $52,404,000 $18,084,000 $40,636,000 $111,124,000 N Repairs for Bond Releases
R
epairs for bond releases are costs that a developer incurs to exonerate subdivision completion bonds. These costs are generally incurred after the completion of improvements to support the release of subdivision bonds.

Table 41 : Costs of Repairs for Bond Releases
Repairs For Bond Release Phase 1 Phase 2 Phase 3 Total
Apartment $735,490 $271,464 $481,446 $1,488,400
Commercial $2,607 $0 $0 $2,607
Hotel $44,659 $0 $0 $44,659
Congregate $1,925 $0 $0 $1,925
Amenity $30,270 $1,230 $115,098 $146,597
Backbone $29,950 $0 $0 $29,950
Repairs For Bond Release $844,900 $272,694 $596,543 $1,714,138 O Reimbursements
I
n general, the dry utility purveyors provide reimbursement to a developer for installing utility facilities that are “sold” to the utility when the user commences service. The reimbursements usually occur during the life cycle of a project and are reimbursed when the affected utility is brought online.

Table 42 : Dry Utility Reimbursements
Reimbursements Phase 1 Phase 2 Phase 3 Total
Apartment ($986,010) ($330,758) ($239,501) ($1,556,269) Reimbursements ($986,010) ($330,758) ($239,501) ($1,556,269)

Exhibit 10
29 SECTION V

LAND IMPROVEMENT DIRECT
COSTS

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P Lot Improvement Direct Contingency
D
TA also estimated the lot improvement direct cost contingency at 15% of the total direct costs. We chose 15% since we lacked construction details when preparing the budget. This estimate is similar to other projects that do not have a completed engineering design.

Table 43 : Lot Improvement Direct Cost Contingency
Lot Improvement Direct Contingency Phase 1 Phase 2 Phase 3 Total Apartment $10,123,063 $3,799,514 $7,104,570 $21,027,146 Commercial $125,322 $0 $0 $125,322
Hotel $723,170 $0 $0 $723,170
Congregate $95,055 $0 $0 $95,055
Amenity $612,806 $32,007 $1,914,303 $2,559,116
Backbone $1,006,868 $0 $0 $1,006,868
Lot Improvement Direct Contingency $12,686,283 $3,831,521 $9,018,873 $25,536,677

Exhibit 10
30 SECTION VI

VERTICAL COSTS

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VI VERTICAL COSTS
Vertical costs include all costs from the foundation to the roof of a dwelling unit, including a 5% contingency and the cost of a building permit. Table 44 lists the total of the vertical costs and Table 45 represents an analysis of the vertical costs by product type per SF.

Vertical costs related to the commercial properties are in addition to the residential costs.

Table 44 : Vertical Costs by Product Type and Phase
Total Vertical Construction Costs Phase 1 Phase 2 Phase 3 Total Apartment $680,331,900 $228,209,100 $165,215,400 $1,073,756,400 Commercial $23,726,293 $13,939,830 $21,571,314 $59,237,437 Hotel $56,560,000 $0 $0 $56,560,000
Congregate $59,388,000 $0 $0 $59,388,000
Total Vertical Construction Costs $820,006,193 $242,148,930 $186,786,714 $1,248,941,837

Table 45 : Vertical Cost Estimates per SF
Vertical Cost Data Phase 1 Phase 2 Phase 3 Total
Residential SF 2,138,400 SF 717,300 SF 519,300 SF 3,375,000 SF Residential Cost per SF $318.15 $318.15 $318.15 $318.15 Commercial SF 158,655 SF 75,112 SF 116,233 SF 350,000 SF Commercial Cost per SF $149.55 $185.59 $185.59 $169.25 Hotel SF 140,000 SF 0 SF 0 SF 140,000 SF
Hotel Cost per SF $404.00 $0.00 $0.00 $404.00
Congregate Care SF 192,000 SF 0 SF 0 SF 192,000 SF
Congregate Care per SF $309.31 $0.00 $0.00 $309.31
Total Vertical Cost $311.90 $305.58 $293.91 $307.85

Exhibit 10
31 SECTION VII

INDIRECT COSTS

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VII INDIRECT COSTS
Indirect costs include on-site consultants, architects, taxes/title insurance/land escrow, overall project contingency, insurance, site development field expenses, on-site construction management costs (lot improvement field management), development operations expenses (vertical construction field management), and general and administrative expenses.

Table 46: Indirect Cost Allowance
Indirect Costs Phase 1 Phase 2 Phase 3 Total
On-Site Consultants, Including Architects $1,878,983 $684,168 $1,126,850 $3,690,000 Taxes/Title Insurance/Land Escrow $1,484,144 $443,548 $359,554 $2,287,246 Overall Project Contingency $14,841,437 $4,435,479 $3,595,541 $22,872,456 Insurance $22,227,017 $6,642,717 $5,384,798 $34,254,531 Site Development Field Expense $2,465,737 $736,905 $597,358 $3,800,000 On-Site Construction Management Fee $2,271,073 $678,728 $550,199 $3,500,000 Development Operations Expense $1,687,083 $504,198 $408,719 $2,600,000 General and Admin Expense - 2.0% $29,682,874 $8,870,958 $7,191,081 $45,744,912 Total Indirect Costs $76,538,347 $22,996,699 $19,214,099 $118,749,145

Exhibit 10
32 SECTION VIII

MARKETING COSTS

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VIII MARKETING COSTS
Marketing costs related to for-sale product usually include sales commissions, closing costs, warranty, general marketing costs, sales office design and construction, model maintenance, model upgrades, model landscaping, sales and model staff salaries, and master marketing program costs. However, since the entire Project is a for-rent program, we included an estimate of closing costs (since we assumed all products would be sold to determine LRV) and an allowance for marketing costs during the rent-up period.

Table 47 : Marketing Cost Allowance
Marketing Costs Phase 1 Phase 2 Phase 3 Total
Closing Costs $1,484,144 $443,548 $359,554 $2,287,246 Marketing Costs $5,688,144 $1,908,018 $272,587 $7,868,749 Total Marketing Costs $7,172,288 $2,351,566 $632,141 $10,155,994

Exhibit 10
33 SECTION IX

FINANCE COSTS

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IX FINANCE COSTS
Finance costs include property taxes, construction loan interest, construction loan fees, and third-party fees. We assumed an interim loan rate of 7.0% and a loan fee equal to 1.0%. We were not provided with a debt-to-equity structure, so we assumed there would be no initial equity. However, the Developer would fund 10% of the costs, as incurred.

Table 48 : Finance Cost Estimate
Finance Costs Phase 1 Phase 2 Phase 3 Total
Property Taxes $161,035 $48,127 $39,013 $248,174
Construction Loan Interest $28,438,394 $8,499,035 $6,889,589 $43,827,018 Construction Loan Fee $6,745,695 $2,016,003 $1,634,237 $10,395,935 Equity Lender Financing $35,345,124 $10,563,165 $8,562,839 $54,471,128

Exhibit 10
34 SECTION X

CONCLUSION

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X CONCLUSION
DTA reviewed the Specific Plan to understand the proposed Project. We obtained market information from CoStar for multifamily, retail, hotel, and congregate care products for both Orange County and a 2-Mile Zone surrounding the Project site. We also reviewed the City’s website for development regulations and standard plans for construction projects. DTA assessed DIFs currently being imposed by the City from various government websites.

DTA referred to its database for development costs and reviewed similar projects to budget the indirect costs, marketing costs, and financing costs that are discussed above. We prepared a Project cash flow in accordance with the Project timing described in the Specific Plan.

Often, large-scale development projects are amended as more information is analyzed.

Product mixes may change after the completion of detailed market studies that may identify alternative product mixes and product types that may yield better financial metrics. DTA assumed that the final land plan and individual buildings may be modified to address the evolving marketplace during the life of the Project, which the Specific Plan identities will be completed in 2035.

In preparing our Report, DTA evaluated the Specific Plan and determined that the Project would be financially successful based upon the available information, although we acknowledge Project metrics may change as more information becomes available. Based upon the information reviewed, DTA determined that the proposed Project would be profitable since the Project’s NAV is $597,895,000, as shown in Table 49 below.

Table 49: NAV Summary
Description Value
Total NAV $2,377,266,000
Total Costs ($1,779,371,000)
Excess of NAV O ver Costs $597,895,000

Exhibit 10

18201 VON KARMAN AVENUE, SUITE 220
IRVINE, CA 92612
PHONE : (800) 969-4DTA
Public Finance
Public -Private Partnerships
Development Economics
Clean Energy Bonds
www.FinanceDTA.com
Exhibit 10

www.FinanceDTA.com
Public Finance
Public-Private Partnerships
Development Economics
Clean Energy Bonds

MARKET STUDY REPORT
EPD SOLUTIONS, INC.

RELATED BRISTOL AT 3600 SOUTH BRISTOL STREET

CITY OF SANTA ANA, CA
September 2023
Exhibit 10

www.FinanceDTA.com 18201 Von Karman Avenue, Suite 220
Irvine, CA 92612
EPD SOLUTIONS, INC.

DRAFT MARKET STUDY REPORT
RELATED BRISTOL AT 3600 SOUTH BRISTOL STREET

CITY OF SANTA ANA, CA
Prepared for:

EPD Solutions, Inc.
3333 Michelson Drive, Suite 500
Irvine, CA 92612
Attention: Jeremy Krout

Exhibit 10

TABLE

OF CONTENTS

SECTION PAGE
I PROJECT INFORMATION ............................................ 1 II PROJECT BACKGROUND ............................................. 3 III FINANCIAL SUMMARY ............................................... 4 IV RESIDENTIAL MARKET RESEARCH ............................... 5

V RESIDENTIAL PROJECTS PROPOSED IN THE SPECIFIC
PLAN ......................................................................... 6

VI RETAIL MARKET RESEARCH ...................................... 22 VII HOSPITALITY ............................................................ 29

Exhibit 10
1 SECTION I

PROJECT INFORMATION

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I PROJECT INFORMATION
DTA has been engaged to conduct a Market Study (the “Study”) for the Related Bristol Specific Plan project (the “Project”) located in the City of Santa Ana (the “City”), California, on behalf of EPD Solutions, Inc. (the “Client’). The Project has been proposed by RCR Bristol, LLC (the “Developer”). The specific purposed of the Market Study Report (the “Report”) is to provide the City with a better understanding of current real estate market conditions, a forecast of anticipated future absorption of the Project ( estimated to be 10 years for the residential component), and an analysis of the financial opportunities inherent in the Related Bristol Specific Plan (“Specific Plan”).

The Project site includes Income-Producing Properties
(“IPP”) expected to comprise 3,750 dwelling units ,
350,000 square feet (“ SF”) of retail space, a 250 -room hotel, and a 200-bed congregate care facility, as well as roadways, parks, and open space . The Project is also
planning to construct 3,690 parking spaces , the vast
majority of which will be underground.

The Specific Plan area is located north of Interstate 405 (the San Diego Freeway) and west of State Route 55 (the Orange Freeway). The adjacent streets are Sunflower
Avenue to the south, South Bristol Street to the east, South Plaza Drive to the west, and West Sunflower to
the south, with the latter being the boundary between
Santa Ana and Costa Mesa.

The current use of the 41 .0-acre site includes 4 65,000 SF of obsolete retail space. The City had a vision for the redevelopment of this area, known as the South Bristol Focus Area, and updated its General Plan to accommodate a different type of development targeting the look and feel of an urban village. A primary goal of an urban village setting is that residents desire that t he community be walkable to both local-serving retail and recreational amenities. The Developer responded to the City's desires by targeting a P roject design that would both achieve the desired urban feeling while creating an economically successful project. The adjacency to South Coast Plaza and Segerstrom Center for the Arts provides a strong draw for people to both live and work in the surrounding community.

The Project site is strategically located within:
3 miles of the Irvine Business District, adjacent to John Wayne Airport (SNA); 5 miles to downtown Santa Ana, the seat of Santa Ana and Orange County governments; 6 miles to Fashion Island, a high-rise office and residential district in Newport Beach; and 12 miles to the Irvine Spectrum Center, a high-rise office and residential district at the intersection of the I-5 and I-405 freeways.

Figure 1: Project Site
Project Site
Exhibit 10
2 SECTION I

PROJECT INFORMATION

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Although there are other business districts within Orange County ( the “County”), these four areas are generally considered the center of commerce and business for the County.

Figure 2: Prominent Orange County Business Districts

Downtown Santa Ana
Irvine Spectrum
Fashion Island
Irvine Business District
Subject Property
Exhibit 10
3 SECTION II

PROJECT BACKGROUND

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II PROJECT BACKGROUND
In order to fully understand the Specific Plan, DTA’s market analysis encompassed the review of historical data and future projections, including appropriate metrics such as rental housing supply, local demographics, employment, etc. The source of our information was the CoStar real estate database.

While some of the metrics are based upon year-end 2022 information, most of the data has been updated through April 2023.

As of August 2023, the California Economic Development Department (the “Department”) estimates that there are 1,708,900 jobs in the County and a current unemployment rate of 3.9%. The Department also indicates that there was a 3.0% increase in the C onsumer Price Index (“CPI”) on a year-over-year basis. This is a strong indication that economic activity and the local marketplace are still robust.

The population of the City as of July 2022 was just over 308,000 people residing in approximately 82,058 dwelling units, an average of four persons per household . The median household income is $77,000, with a population of more than 11,300 residents per square mile.

Exhibit 10
4 SECTION III

FINANCIAL SUMMARY

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III FINANCIAL SUMMARY
DTA evaluated the Specific Plan to determine its viability . This included determining the Project revenues for each product class by construction phase, as follows:

Table 1: Market Value of Project Properties by Phase
Revenues Unit Phase 1 Phase 2 Phase 3 Total
Apartment 3,750 DU $1,183,632,000 $396,868,000 $286,820,000 $1,867,320,000 Commercial 349,998 SF $99,921,000 $46,680,000 $72,236,000 $218,837,000 Hotel 250 Rooms $94,619,000 $0 $0 $94,619,000
Congregate 200 Rooms $119,215,000 $0 $0 $119,215,000 Total $1,497,387,000 $443,548,000 $359,056,000 $2,299,991,000

Exhibit 10
5 SECTION IV

RESIDENTIAL MARKET RESEARCH

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IV RESIDENTIAL MARKET RESEARCH
The data included in this Report are from CoStar. According to the CoStar website1:
“CoStar is the industry leader in commercial real estate information, analytics and news. We provide our clients with the data and tools they need to make smart
decisions and stay ahead of the competition. Our
extensive research operation delivers the most
comprehensive data available, giving our clients a clear understanding of the transactions, trends, assets and
players in the market . With over 188,000 industry
professionals relying on us, CoStar is truly where
commercial real estate goes when it needs to know.

We don't just say we have the best commercial real estate data. We back it up. In the past 3 years, we've invested over $2.5B in research and technology, giving our clients an unparalleled source of commercial real estate data
and analytics.”
From the CoStar site, DTA obtained information about
the market for both County and multifamily products
within a 2-mile radius of the Project site. In this Report, we will refer to the area within 2 miles of the site as the “2-Mile Zone.”
The County data includes more than 11,000 multifamily
properties, whereas the 2-Mile Zone data set includes 250 multifamily properties. According to CoStar, much of this information has been updated through April 2023.

It is important to note that the World Health Organization officially recognized that COVID-19 began in January
2020. However, based upon multifamily rental activity in the area, the most significant event was an increase in rental rates in the area, although the unemployment rate in the City reached 8.3% in 2021. In the last 3 years, the unemployment rate has dropped to 3.4%, signifying a healthy economy in the City.

1 Source: https://www.costar.com/about.

Figure 3: Specific Plan Map
Exhibit 10
6 SECTION V

RESIDENTIAL PROJECTS PROPOSED IN

THE SPECIFIC PLAN

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V RESIDENTIAL PROJECTS PROPOSED IN THE SPECIFIC PLAN
A Residential
The Project is envisioned as a mixed -use urban community with multiple blocks of residential uses over ground-floor retail shops throughout the Specific Plan area. This Specific Plan does not intend to limit or restrict the residential building types or architectural style . Residential uses may be single-use buildings within a block or in a mixed- use building with ground -floor retail uses . Residential building types may include but are not limited to the following:

1. Tower on podium, which is multi-level tower organized around or above a central core.

2. Podium structure, which is a multi- level structure
situated on top of a concrete or steel podium base.

3. Wrap structure, which is a multi- level building
surrounding an internal parking structure.

4. Live-work is an integrated residence and workspace
occupied by a single household. This is a relatively low- density building type that is permitted but not
anticipated within the Specific Plan area.

5. Townhomes, which are individual attached units
arranged side-by-side.

6. Stacked dwellings, which are units within a single
structure that are stacked one above the other.

DTA did not include any land costs in our analysis since the property is not being purchased, but we were informed that the property is subject to a 99 -year ground lease. We have also been informed that the lease payments during construction are “negligible.” Since most home buyers are not interested in purchasing a home on leased land, the residential development will be targeted to rental tenants.

B Retail
The existing retail center of 465,000 SF was developed in the 1970 s. Based upon changes in the retail operations and impacted by new technology companies such as Amazon, significant existing traditional retail is becoming obsolete, which is happening to this retail center.

The existing center includes a Vons grocery store, which will be replaced by a more modern grocery store.

Modern grocery stores will be smaller than traditional grocery stores because they will benefit from an improved supply chain that is able to d eliver replacement inventory faster, especially for slower moving products. Further, new grocery stores are transitioning to more energy-efficient freezing and refrigeration systems that in many cases require a comp lete revamping of interior space . Other changes include Figure 4: Specific Plan Block Designation
Exhibit 10
7 SECTION V

RESIDENTIAL PROJECTS PROPOSED IN

THE SPECIFIC PLAN

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cameras and shelf sensors, smart carts, and touchless checkout kiosks. The proposed neighborhood retail center will serve more than 6,750 new residents living in the 3,750 proposed residential units. The center will also target restaurants and other local-serving retail, such as specialty retail, dry cleaners, ice cream stores, liquor stores, coffee shops, gyms, and banks. The availability of convenient underground parking should provide a draw for customers who live outside the immediate Project area.

C Hotel
The current Specific Plan includes the construction of a 250 -room hotel similar to the upscale Westin South Coast Plaza to the east. Hospitality uses may include guest services such as restaurants, on -site alcohol establishments, conference facilities, event spaces, and rooftop amenities.

D Senior Housing and Congregate Care
The Specific Plan permits senior and age -qualified projects (including “continuum of care” communities that encompass a full range of independent living through skilled nursing services) that are specifically allowed within the Specific Plan . Such projects may include additional or different recreation facilities from those shown in the Specific Plan in keeping with the Project’s demographics . Senior/age-qualified uses may include the following:

Independent Living Units: A project designed for senior residents who need specialized services and amenities to accommodate their special needs and extend their ability to live independently.

Such services may include meal preparation, common dining facilities, emergency call monitoring, housekeeping services, shuttle services, and the delivery of groceries and pharmaceuticals . The project includes specially designed units and amenities to accommodate reduced mobility, sight, and hearing abilities . Serv ices to support the care of an ailing spouse, such as adult daycare services and limited nursing services, may also be provided . Unit types may range from single - family attached/condominiums to multifamily clustered buildings and would typically include full kitchens.

Congregate Housing Community (including Assisted Living and/or Skilled Nursing): This category is designed for senior residents who need significant care and services, including nursing care and medical services, inclusive of memory care facilities . Unit types may encompass smaller apartments with small kitchenettes, common dining facilities, and community activity centers .

Specific services may include security, activity centers, housekeeping, emergency monitoring, and transportation.

Exhibit 10
8 SECTION V

RESIDENTIAL PROJECTS PROPOSED IN

THE SPECIFIC PLAN

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E Public Spaces
Publicly accessible parks and open space will be strategically located within the Specific Plan area. The Bristol Central Park, approximately 2.5 acres in size, will be constructed in the northern portion of the property. The Bristol Green (0. 94 acres) and Bristol Plaza, including a small retail village (0.9 acres), will be located in the southern portion of the property , adjacent to the proposed hotel and congregate care buildings. There will be two parallel Greenlink trails (0.6 acres each) that will connect the parks in the south to the park in the north. In total, there will be 13.1 acres of publicly accessible open space within the Specific Plan area.

Figure 5: Bristol Plaza

The parks and Greenlink trails will include landscaping, lighting, seating areas, walkways , play areas, a private recreation facility, and retail or kiosk uses. An overall drought-adapted plant palette is anticipated to conserve water, reduce the heat island effect, use efficient irrigation, and potentially utilize biofiltration mechanisms to treat rainwater. The parks and Greenlink trails will include benches, bicycle racks, and directional signs to enhance the enjoyment of these public spaces.

Figure 6: Bristol Green

It is also planned that public art will be available in all open space areas. It is hoped that lighted public art Exhibit 10
9 SECTION V

RESIDENTIAL PROJECTS PROPOSED IN

THE SPECIFIC PLAN

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will act as a centerpiece to the parks and Greenlink trails. The public art will include interactive exhibits, such as some exhibits that children may climb on and others that adults may use such as chess tables. It also anticipated that walls would be adorned with art in accordance with local history and lifestyle.

F Cap Rates
The importance of the market cap rate should be noted. A cap rate is calculated by dividing a property’s Net Operating Income (“NOI”) by its Net Asset Value (“NAV”). The cap rate is an assessment of the yield of a property over 1 year. Alternatively, if you know a building's NOI, you may divide this by an assumed cap rate to approximate the building's NAV.

We have provided a simple definition above. Oftentimes, in the real world, complications arise , such as whether net operating expenses should be modified based on capital reserves or other adjustments. For simplicity in determining NAV of the multifamily units , DTA has reduced net revenue by an estimate of operating expenses and capital reserves to determine NOI. NOI is then divided by the cap rate to establish the NAV.

A cap rate is a derived estimate. Often, a n investor will study recent sales to determine what investors have paid for similar buildings. The developer or investor will review the expenses for a building and value it according to what others have recently paid for similar buildings. By dividing NOI by the consensus cap rate derived from comparable sales, the investor is able to approximate the value of the building.

Cap rates are generally correlated to 10 -year Federal government or agency bonds (“Government Bonds”). Currently, Government Bond coupon rates are at about 4%, with the investor assuming there will be absolutely no risk of loss of principal during the term of the Government Bonds. In general, investors are currently allocating investment capital to these riskless investments instead of to IPP . In order for real estate developers to attract capital from investors, they usually accept lower prices (resulting in higher cap rates). The difference between these two investment instruments is referred to as a spread. Sometimes this spread between Class A IPP and the Government Bond rate may be as much as 300 basis points since investors are competing with the government agencies to attract capital to real estate, a riskier investment. Prior to recent the Federal Reserve Bank’s actions, 10 -year Government Bonds yielded about 2.0 %, while the cap rate for Class A multifamily properties in the City was 4%, a spread of 200 basis points. Now that the bond market has priced the 10 -year Government Bonds at 4% on a pari passu basis, a developer often has to offer an additional spread to attract investment to IPP.

One of the selling points that investors stress to attract capital to the IPP market is to emphasize that although today’s cap rate may be 4.0%, potential future increases in rents should yield higher returns than Government Bonds. Increasing rental income provides investors incentives because they usually lead to increased NOI and, with stable cap rates, an increase in NAV. Conversely, bonds offer a fixed annual payment and return on invested capital. Therefore, there is the opportunity for IPP to not only generate increasing annual cash flows, but for the resulting increased NAV to generate a larger return on invested capital.

Exhibit 10
10 SECTION V

RESIDENTIAL PROJECTS PROPOSED IN

THE SPECIFIC PLAN

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
If an IPP investor achieves an annual compound rent increase of 3.0% for 10 years, the compound annual rental income should increase by 35 %. When this is divided by the cap rate, the building’s value could increase by the same amount. If a property could obtain a 5.0% increase over 10 years, the property value could increase by more than 60% and, during the course of 30 years, could increase the property value close to 140%, almost 1½ times its current value.

In the past 10 years, despite COVID-19, rental
increases in the City have been quite significant , as shown in Figure 7. Compound rental rates have
increased by about 4.5% during this period.

Higher rental demand in stable locations generally
achieves lower cap rates, while transitional or
outlying neighborhoods usually have higher cap rates
due to higher employment volatility and fluctuating
demand. These outlying areas often generate higher
tenant turnover, leasing costs, and other factors that
impact operating cash flows. Santa Ana is in a stable
market with low vacancies, which should allow investors to raise rents during the life of their investment.

It is also important to note that the 2-Mile Zone's
market area cap rate for completed multifamily sales
is about 4.0 %, as shown in Figure 8. It is also
significant to stress that forecasted cap rate s are not projected to increase above 4.0% in the foreseeable
future. Th at said, while cap rates for multifamily
projects in California and across the United States
have been increasing as a result of generally higher
10-year Government Bond interest rates, the impact
has not been severely experienced in the City’s 2-Mile
Zone.

Figure 7: Market Effective Rent per Unit by Bedroom
Figure 8: Market Cap Rate
Exhibit 10
11 SECTION V

RESIDENTIAL PROJECTS PROPOSED IN

THE SPECIFIC PLAN

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
A change in cap rate will have a significant impact on the value of a building . Table 2 shows the value of a unit in the Specific Plan. At a cap rate of 4.5%, the unit value is about $498,000.

Table 2: Value of Unit by Cap Rate
Cap Rate Comparison
Unit
Square
Feet
Monthly
Rent per
SF
Monthly
Rent
Vacancy
Rate
Expense
Factor
Capital
Reserve
Monthly
Expenses
Annual Net
Operating
Income
Cap
Rate
Net Asset
Value
%
Reduction
in Value
Value at 4.5% Cap Rate 900 $3.64 $3,276 5.00% 35.0% 3.00% ($1,409) $22,408 4.50% $498,000 Value at 5.5% Cap Rate 900 $3.64 $3,276 5.00% 35.0% 3.00% ($1,409) $22,408 5.50% $407,000 Value Reduction from 5.5% Cap Rate $91,000
Value at 6.5% Cap Rate 900 $3.64 $3,276 5.00% 35.0% 3.00% ($1,409) $22,408 6.50% $345,000 Value Reduction from 6.5% Cap Rate $153,000 30.72%
If the Specific Plan constructs and rents all units and the program contains 3,750 units, a 1.0% change in cap rate would reduce Project market value by about $341,000,000 (3,750 units times $91,000). A 2.0% reduction would result in a loss of $573,000,000 in market value (3,750 units times $153,000).

G Multifamily Market Research
To better understand both the County and City multifamily markets, DTA evaluated an average apartment based upon observed metrics. These include a vacancy rate of 5.0%, operating expenses of 35 %, and a capital reserve of 3.0% that reduce market rent by 43% to obtain NOI . Dividing NOI by a 4.5% cap rate, we determined that an average 842 SF unit in the County would have a NAV of $371,000 and an average 883 SF unit in the City would have a value of $456,000. Based upon an estimate of rents for a unit in the 2-Mile Zone of $3.64, applying the same metrics, DTA estimates an average unit would have a value of $498,000.

The current inventory valuation metrics in the City, County, and 2-Mile Zone, according to CoStar, are presented below.

Table 3: Current Inventory Summary
Description Inventory
Units
Average
Unit Sze
Monthly
Rent per
SF
Market
Rent per
Unit
Vacancy
Rate
Operating
Expenses
Capital
Reserve
Operating
Exp and
Cap
Reserve
Net
Operating
Income
Market
Cap
Rate
Net Asset
Value Per
Unit

5.00% 35.0% 3.00% 43.00% 4.50%
Orange County 313,320 842 SF $2.90 $2,442 ($122) ($855) ($73) ($1,050) $1,392 4.50% $371,000 2-Mile Zone 1 900 SF $3.64 $3,276 ($164) ($1,147) ($98) ($1,409) $1,867 4.50% $498,000

Exhibit 10
12 SECTION V

RESIDENTIAL PROJECTS PROPOSED IN

THE SPECIFIC PLAN

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
As can b e seen in Figure 9, effective market rental rates with in the 2 -Mile Zone have been steadily increasing for 10 years , and there was a limited compound negative impact related to COVID -19. This compounded rate is about 4.5% and forecasted to increase by a compounded rent growth of about 2.2% for the next 5 years. It is difficult to project absorption rates in the 2-Mile Zone since there are few new similar offerings. As of early 2023, there are only 200 units currently under construction, with delivery scheduled in late 2023.

From a market perspective, the 2-Mile Zone has
the following desirable characteristics.

An urban setting close to shopping and
entertainment;
Adjacency to the South Coast Plaza
Mall;
Limited new high -end rental unit s
planned in the immediate future;
Multiple product types to att ract a
variety of tenants;
A mixed-use environment that includes
adjacent retail;
Proximity to the Orange County Art Center;
Proximity to Orange County Airport and Santa Ana Metrolink; Direct access to Interstate 405 and SR 55;
Up to 13 acres of open space, including 5.0 acres of parks and Greenlink trails; and Availability of local private schools, including Mater Dei, TVT Community Day School, and The Sage School.

It also has some challenges that include:

Average public school district. The Santa Ana school system is ranked 814 out of 1,165 districts in California ( https://www.publicschoolreview.com/california/santa-ana-unified-school- district/635310-school-district).

Currently high long term interest rates.

Future higher long-term interest rates resulting from Federal Reserve Bank tightening.

Figure 9: Effective Average Rent per Unit
Exhibit 10
13 SECTION V

RESIDENTIAL PROJECTS PROPOSED IN

THE SPECIFIC PLAN

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
Figure 10: Artist’s 3-D Rendering of Project

Exhibit 10
14 SECTION V

RESIDENTIAL PROJECTS PROPOSED IN THE SPECIFIC PLAN

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
Below is a list of apartments and selected metrics for available products within the 2-Mile Zone. This list only includes properties with 200 or more units since small complexes are not proposed in the Specific Plan.

Table 4: Existing Multifamily Projects in the 2-Mile Zone Property Address Property Name Year
Built
Avg Unit
SF
No. of
Units
Avg Asking
Rent/Unit
Avg Asking
Rent/SF
Parking
Spaces per
DU
Vacancy % Studio
Rent
1-Bdrm
Rent
2-Bdrm
Rent
3-Bdrm
Rent
400 Enclave Cir The Enclave at South Coast 2008 874 890 $3,086 $3.53 1.300 2.27% $0 $2,802 $3,388 $0 3400 Avenue of the Arts 3400 Avenue of the Arts Apts 1987 937 770 $2,852 $3.04 1.560 2.69% $2,199 $2,597 $3,282 $0 1601 W Macarthur Blvd The Aspens South Coast 1976 896 642 $2,634 $2.94 1.090 7.94% $0 $2,344 $3,078 $0 655 Baker St South Pointe 1942 720 440 $2,674 $3.71 1.480 6.36% $0 $2,382 $2,926 $3,890 3700 Plaza Dr Versailles On The Lake Apts 1973 830 364 $2,573 $3.10 1.790 3.41% $2,002 $2,530 $3,174 $3,815 15 MacArthur Pl Essex Skyline at MacArthur Place 2008 1,547 350 $5,265 $3.40 1.000 5.35% $0 $3,825 $5,442 $14,759 3124 S Main St Reserve at South Coast 1974 767 349 $2,628 $3.42 1.290 2.01% $1,996 $2,344 $2,851 $0 100 E MacArthur Blvd The Marke 2014 941 300 $3,131 $3.33 1.500 0.75% $0 $2,655 $3,608 $4,149 1000 S Coast Dr The Cape Apartments 1987 738 296 $2,724 $3.69 1.180 9.29% $0 $2,415 $3,007 $3,690 3400 S Main St 3400 South Main 1969 967 288 $2,397 $2.48 1.150 10.07% $0 $2,250 $2,629 $0 550 Paularino Ave Park Mesa Villas 1976 682 276 $2,331 $3.42 1.270 0.72% $0 $2,271 $2,549 $0 635 W Baker St Newport Village 1972 658 276 $2,243 $3.41 1.450 4.35% $2,129 $2,091 $2,936 $0 555 Paularino Ave Eaves South Coast 1973 805 258 $2,614 $3.25 1.250 4.39% $0 $2,361 $3,120 $0 1101 W Stevens Ave South Coast Racquet Club 1972 806 256 $2,453 $3.04 1.440 4.74% $0 $2,137 $2,980 $0 31 E MacArthur Crescent Dr Pinnacle at MacArthur Place 2002 1,059 253 $2,932 $2.77 3.160 6.63% $0 $2,482 $3,266 $0 580 Anton Blvd 580 Anton 2018 867 250 $3,232 $3.72 6.80% $2,396 $2,887 $3,996 $0 1142 Buckingham Dr Wimbledon Glen 1985 929 244 $2,883 $3.10 1.640 7.36% $2,330 $2,780 $3,298 $0 805 W Stevens Ave Park Plaza Apartments 1972 955 243 $2,636 $2.76 0.620 6.32% $0 $0 $2,307 $3,028 125 Baker St E Baker Block 2018 919 240 $3,349 $3.64 1.940 2.92% $2,699 $3,085 $3,765 $4,580 651 Sunflower Ave Bloom 2023 811 226 $3,116 $3.84 4.35% $2,590 $2,847 $3,793 $0 3600 Aspen Village Way Aspen Village 1984 1,004 200 $3,271 $3.26 1.500 5.00% $0 $2,775 $3,576 $0 Average/Total 892 7,411 $2,910 $3.28 1.33 4.70% $2,187 $2,536 $3,399 $3,505 *Note: Blank spaces indicate that data was not available.

This listing includes 21 multifamily projects in the 2-Mile Zone, totaling 7,411 rental units, an average of 350 units per property . Since DTA does not have a specific breakdown of the proposed unit size s nor bedroom counts in the Specific Plan, we have chosen to use composite data in forming our conclusions.

Exhibit 10
15 SECTION V

RESIDENTIAL PROJECTS PROPOSED IN THE SPECIFIC PLAN

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
We identified the largest multifamily project as The Enclave at South Coast, which contains 890 units. The largest unit sizes are in The Essex Skyline at MacArthur Place in the Hutton Center . The average vacancy for the projects is 4.7 %. The highest vacancy is in the 2- story 3400 South Main building that was completed in 1969, more than 50 years ago. Other high-vacancy buildings include two 2-story complexes, specifically The Cape Apartments that were opened in 1987 and The Aspens South Coast that was completed in 1976. The predominant bedroom counts are the one- bedroom (47.3%) and two-bedroom (42.9%) plans with an average size of 893 SF. Below is a schedule summarizing the product mix of multifamily projects in the 2-Mile Zone, including the unit’s average size and bedroom count.

Exhibit 10
16 SECTION V

RESIDENTIAL PROJECTS PROPOSED IN THE SPECIFIC PLAN

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
Table 5: Existing Bedroom Counts
Property Address Property Name
Unit Count Unit Size
Studios
Units
1-Bdrm
Units
2-Bdrm
Units
3-Bdrm
Units Total Studio
Units SF
1-Bdrm
Units SF
2-Bdrm
Units SF
3-Bdrm
Units SF
Average
Size
400 Enclave Cir The Enclave at South Coast 0 459 431 0 890 0 726 1,031 0 874 3400 Avenue of the Arts 3400 Avenue of the Arts Apts 85.008 349 336 0 770.008 539 756 1,228 0 938 1601 W Macarthur Blvd The Aspens South Coast 0 388 254 0 642 0 756 1,112 0 897 655 Baker St South Pointe 0 232 192 16 440 0 577 862 1,120 721 3700 Plaza Dr Versailles On The Lake Apts 179.998 60 76 48 363.998 568 789 1,185 1,300 830 15 MacArthur Pl Essex Skyline at MacArthur Place 0 44 305 1 350 0 1,161 1,598 2,834 1,547 3124 S Main St Reserve at South Coast 1.0121 152 196 0 349.0121 420 672 844 0 768 100 E MacArthur Blvd The Marke 0 158 128 14 300 0 749 1,132 1,374 942 1000 S Coast Dr The Cape Apartments 0 160 120 16 296 0 593 890 1,056 738 3400 S Main St 3400 South Main 0 176 112 0 288 0 850 1,150 0 967 550 Paularino Ave Park Mesa Villas 0 216 60 0 276 0 625 890 0 683 635 W Baker St Newport Village 124.0068 108 44 0 276.0068 520 710 920 0 658 555 Paularino Ave Eaves South Coast 0 172 86 0 258 0 682 1,050 0 805 1101 W Stevens Ave South Coast Racquet Club 0 160 96 0 256 0 702 981 0 807 31 E MacArthur Crescent Dr Pinnacle at MacArthur Place 0 108 145 0 253 0 729 1,305 0 1,059 580 Anton Blvd 580 Anton 5 165 80 0 250 506 745 1,144 0 868 1142 Buckingham Dr Wimbledon Glen 49.9956 102 92 0 243.9956 505 942 1,146 0 929 805 W Stevens Ave Park Plaza Apartments 0 0 132 111 243 0 0 884 1,041 956 125 Baker St E Baker Block 31.008 108 93 8 240.008 623 789 1,124 1,452 919 651 Sunflower Ave Bloom 39.0076 112 75 0 226.0076 607 685 1,106 0 811 3600 Aspen Village Way Aspen Village 0 76 124 0 200 0 807 1,126 0 1,005 Average/Total 515 3,505 3,177 214 7,411 551 728 1,113 1,152 893 We conclude that despite current market dynamics resulting from existing Federal Reserve Bank policies, IPP cap rates in the City have moved less than those nationwide.

Another significant conclusion that may be made from the information above is that the current multifamily vacancy rate in the City is low. The result of this low vacancy rate puts upward pressure on rental rates since landlords have the flexibility to increase rates with less concern about tenant’s turnover.

Exhibit 10
17 SECTION V

RESIDENTIAL PROJECTS PROPOSED IN THE SPECIFIC PLAN

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
Current rental rates in the Santa Ana area exceed those of the County. Table 6 reflects rental rates as of April 2023, per CoStar, and our proposed rental information for the Project site.

Table 6: Rents in April 2023
Description Studio SF Studio
Rent
One-Bedroom
SF
1-Bedroom
Rent
Two-Bedroom
SF
2-Bedroom
Rent
Three-Bedroom
SF
3-Bedroom
Rent
Orange County 565 SF $1,929 730 SF $2,184 1,113 SF $2,698 1,152 SF $3,026 2-Mile Zone 551 SF $2,167 750 SF $2,513 1,050 SF $3,305 1,152 SF $3,505 In addition, as shown in Figure 11, CoStar forecasts rent growth in the 2-Mile Zone of about 2.0% annually for both the City and County.

Exhibit 10
18 SECTION V

RESIDENTIAL PROJECTS PROPOSED IN THE SPECIFIC PLAN

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
G.1 Multifamily Rental Discussion
We were not provided with detailed information from the Developer on the product offerings for the 3,750 multifamily units to be built -out on the Project site. However, based upon the information provided, our research identified that the Project should contain an average multifamily unit approximately 900 SF in size that would accommodate a mix of studio, one-bedroom, and two-bedroom apartments.

We also reviewed a computer rendering of the site (Figure 10) included in the Specific Plan that led us to believe most multifamily buildings would be up to 8 stories, as permitted by the City Zoning Code. This assumption is further supported by the need for a high-density product to accommodate 3,750 residential units on about 25 acres, which yields an overall density of about 150 units per acre. Below is a schedule of acres and units provided by the Developer that summarizes their proposed density.

Table 7: Project Density
Phase Total Phase
Acres
Residential
Acres
Units in
Phase
Implied Density Per
Acre
Phase 1 19.47 10.29 2,375 DU 231 DU/Ac
Phase 2 14.10 5.79 822 DU 142 DU/AC
Phase 3 9.50 8.96 553 DU 62 DU/AC
Total 43.07 25.04 3,750 DU 150 DU/AC
Although the Specific Plan does not contain proposed building configurations , DTA developed a model to determine if the proposed product mix would be feasible and accommodate the proposed density. With the proposed target densities, DTA’s first task was to confirm that the property could accommodate the targeted densities, especially the 231 multifamily units per acre proposed in Phase 1 . As can be seen from the table below, the highest density of 230 units per acre could be achieved in an 8-story building that covered 80% of a parcel, with the first floor set aside for retail. This further assumes the average unit size is 900 SF and that 15% of each floor is set aside for non-residential space.

Figure 11: Rent per Bedroom Count
Exhibit 10
19 SECTION V

RESIDENTIAL PROJECTS PROPOSED IN THE SPECIFIC PLAN

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
Table 8: Confirmation that Product Mix is Achievable
Description 50% Lot
Coverage
60% Lot
Coverage
70% Lot
Coverage
80% Lot
Coverage
Lot Coverage % 50.00% 60.00% 70.00% 80.00%
Size 1.00 AC 1.00 AC 1.00 AC 1.00 AC
Building SF (Coverage) 21,780 SF 26,136 SF 30,492 SF 34,848 SF Building Floors 8 8 8 8
Building SF per Acre 174,240 SF 209,088 SF 243,936 SF 278,784 SF First Floor Retail (21,780) (26,136) (30,492) (34,848)
Residential SF 152,460 SF 182,952 SF 213,444 SF 243,936 SF Non-Rentable SF 15.00% 15.00% 15.00% 15.00%
Rentable SF 129,591 SF 155,509 SF 181,427 SF 207,346 SF Average Unit Size 900 SF 900 SF 900 SF 900 SF
Total Units 143 DU 172 DU 201 DU 230 DU
Total Units per Acre 143/AC 172/AC 201/AC 230/AC
Table 5 suggests that the average for multifamily products within the 2-Mile Zone is 893 SF. It also indicates that the product mix of studio, one-bedroom, two-bedroom, and three-bedroom units varies from product to product . DTA rounded the size of each unit to 900 SF , allowing the Developer to determine a future preferred product mix.

Since 2014, there have been less than 1,100 multifamily units built-out in the 2-Mile Zone marketplace, with the most recent being The Bloom, a 226-unit project on Sunflower Avenue. The Project was absorbed as soon as the units were available to the public. The Specific Plan will be delivering 3,750 units beginning in 2026 and ending in 2035, a period of 10 years requiring the absorption of about 370 units per year. Based upon the low vacancy in the 2 -Mile Zone, DTA believes the market should be able to absorb these units as they are delivered.

DTA evaluated many multifamily sites over the past 40 years and has applied our experience to determine the value of a single unit and each proposed unit . The first step in evaluating a multifamily building is to make estimates related to revenues and expenses . DTA assumed an average unit size of 900 SF and a rental rate of $3.50 per SF, which we increased by 4.0% to account for rent premiums related to the urban village character of the P roject, community amenities, and height attributes . DTA assumed a vacancy rate of 5 .0% and Exhibit 10
20 SECTION V

RESIDENTIAL PROJECTS PROPOSED IN THE SPECIFIC PLAN

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
combined adjustments to NOI (both expenses and reserves) equal to 38.0%. DTA concluded that a cap rate of 4.5% would be appropriate for this property. Below is a table summarizing the value of the 3,750 multifamily units.

Table 9: Value of Residential Units
Description Units
Market
Rent
per SF
Rent
Premiums Square Feet Market Rent
per Unit Vacancy Net Operating
Expenses
Capital
Reserve
Net
Operating
Income
Market
Cap
Rate
Market
Sales Price
per Unit
Net Asset Value

4.00% 5.00% 35.00% 3.00%
Single Unit 1 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 $498,000 Block 1 Residential 108 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 $53,784,000 Block 2 Residential 105 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 $52,290,000 Block 3 Residential 202 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 $100,596,000 Block 6 Residential 170 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 $84,660,000 Block 7 Residential 373 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 $185,754,000 Block 8 Residential 88 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 $43,824,000 Block 9 Residential 106 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 $52,788,000 Block 10 Residential 222 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 $110,556,000 Block 11 Residential 552 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 $274,896,000 Block 12 Residential 289 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 $143,922,000 Block 14 Residential 680 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 $338,640,000 Block 15 Residential 222 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 $110,556,000 Block 18 Residential 335 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 $166,830,000 Block 19 Residential 298 DU $3.50 $0.14 900 SF $3,276 ($164) ($1,147) ($98) $1,867 4.50% $498,000 $148,404,000 Totals 3,750 DU $3.50 $0.14 3,375,000 SF $12,285,000 ($614,250) ($4,299,750) ($368,550) #7,002,450 4.50% $498,000 $1,867,500,000

Exhibit 10
21 SECTION V

RESIDENTIAL PROJECTS PROPOSED IN THE SPECIFIC PLAN

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
G.2 Multifamily Market Research Conclusion
In order to review the multifamily revenue, information was obtained from CoStar for projects both within the County and a 2-Mile Zone of the Project site. Since we were not provided with the product mix, DTA reviewed the data provided by CoStar to generate an average square footage for a unit in the P roject’s boundaries and determined that an average of 900 SF was appropriate, allowing for a mix of studio, one-bedroom, and two-bedroom units.

Since the Specific Plan does not contain apartment floor plans or an amenity package, DTA concluded that these features would be similar to those in nearby programs. Our data led us to determine that the monthly rent would be approximately $3.50 per square foot, with the potential premium of 4% due to building heights, amenity packages, and inclusion in the proposed urban village. The average vacancy for similar units in the 2-Mile Zone is 5.0%. DTA also estimated that net operating expenses would be 35% of revenues, with a capital reserve equal to 3.0%. This generated an NOI of $1,867 per month at a 4.5% cap rate. Our conclusion was that a single 900 SF unit would have a market value of $498,000. Due to the limited market supply of housing units in the city and surrounding area, which results in higher rent prices and low vacancies, the proposed units could be absorbed into the market area.

It is important to note that DTA did not include rental appreciation even though historical data indicates prior annual appreciation of 4.5% and future appreciation of 2.2% per year . We also assume d that vacancies, net operating expenses , and capital reserves would not increase.

Exhibit 10
22 SECTION VI

RETAIL MARKET RESEARCH

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com

VI RETAIL MARKET RESEARCH
The Specific Plan includes 350,000 SF of retail space, generally located on the firs t floor of the residential buildings , although the Specific Plan indicates some standalone retail buildings, such as the proposed grocery store that will replace the current Vons grocery store. This planned retail space will replace the approximately 465,000 SF of existing retail space. The Specific Plan indicates construction commencing for the first phase in 2026, the second phase in 2030 , and the third phase in 2033 . In most cases, retail leases are less than 10 years (although some offer tenant extension), and this should allow the owner to coordinate tenant moveouts in accordance with construction phasing. If there are existing tenant leases that could impact construction timing, the owner may incur lease termination costs to entice existing tenants to abandon their existing locations.

As shown in Table 10, the majority of the retail buildings in the 2-Mile Zone were built between 1970 and 1986, with some buildings undergoing restoration between 1999 and 2002. Retail space is evolving due to many factors, as listed below.

1. Shoppers expect improved merchandising, data-driven advice, and the ability to customize product offerings. Where previous retailers were only able to offer merchandise in the store, in the current environment, customers expect that that if the merchandiser does not have the proper size or color on hand, it can be ordered from a remote location and delivered to th em by Amazon (or equivalent) within 24 hours. In each retail store , sales personnel also have access to customer data, such as rewards programs and previous customer purchasers, intended to improve the buying experience.

2. Customers expect features that enhance their shopping experience . Sales personnel will focus on brand building and improved use of data, such as mobile phone apps that inform shoppers of promotions, QR codes, and smart displays that deliver personized messages to anticipate customer needs, thereby facilitating the sales process . In some cases, the physical store is just a showroom, with the actual product shipped from a remote location.

3. The new retail store must be connected to “ Big Data.” A phone app should enable the customer to identify the location of a product within a store. This becomes more important for larger stores and minimizes the time necessary to find a specific product . Also, many retailers use data collection to “follow” a customer throughout the facility and add this data to their customer database to offer promotions for future visits.

Exhibit 10
23 SECTION VI

RETAIL MARKET RESEARCH

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com

4. Younger customers, such as Gen Y (born between 1981 to 1996) and Gen Z (born between 1997 to 2010 ), have grown up in the digital world and expect a seamless retail experience. Unlike earlier generations, these customers are unafraid of technology and sharing data if they believe it will benefit them . As Gen Alpha (born after 2010) become more experienced shoppers, their expectations will further enhance the need for retailers to provide even better shopping experiences based upon Big Data.

5. In order to improve the shopper’s experience, the new retailer has to adapt to the changing world, which may require them to share data with suppliers, last-mile fulfillment firms, and possibly even competitors to improve the shopping experience with the goal to increase revenues and decrease costs.

6. The combination of an urban village that integrates residential units with nearby retail will increase the walkability o f the Specific Plan area by permitting shoppers to have easy access to shops, with the result that shopper traffic should increase for the new retail shops.

7. The proximity of retail and residential uses will encourage residents to rely more on direct delivery for groceries, takeout meals , and the purchase of consumer products that can be delivered directly to the doorstep within 24 hours. This may also require that retail locations allocate space to these delivery services.

8. According to our site visit, many of the buildings in the M etro Town Square have relatively low ceilings that are not conducive in the current market. Most current retailers prefer higher ceilings to provide a comfortable environment for customers and a place to hang signs and mount security cameras . Higher ceilings also provide more room for stacking inventory , both on the display floor and in the warehouse.

These factors will drive retail users to demand different uses of retail space. For example, much less space may be allocated to storerooms since the retailer will not be required to maintain inventory on-site. The new retail location must be linked directly to Big Data, either through in-store data collection devices or the use of a smart phone, as demonstrated by the Apple Store. The new retail facilities will be required to upsize their electrical systems to accommodate their new data collection systems and dissemination of information needs.

As ridesharing becomes more acceptable, the need for substantial parking fields will become less important and those that offer electronic charging stations will attract customers that can shop while their care is charging. These changes will permit less land to be allocated to parking and more space to retail shops.

If the Developer responds to these factors, the conversion of the Specific Plan property from its current “obsolete” retail space to retail space tailored to the new market dynamics meeting the wants and needs of the shopper should achieve commercial success.

Exhibit 10
24 SECTION VI

RETAIL MARKET RESEARCH

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
As shown in Figure 12, the current retail market in the 2-Mile Zone is robust, with an overall occupancy rate of 98.3%. The selected data includes more than 2 million SF of retail space with only 32,000 SF available, which is indicative of a strong market. While all of the retail within the Specific Plan area will be demolished, the phasing of the residential construction will permit some current tenants to relocate as space becomes available.

This should allow the Project to have move-in ready tenants that will relocate as soon as space becomes available. Therefore, DTA has concluded that the Project will not endure typ ical absorption issues with the proposed square footage of retail space . Additional square footage of retail space would have diminishing returns as a result of a longer absorption period and higher vacancy. Further, additional retail space could offset other building area dedicated to residential or parking, which reduces the potential customer base for the businesses occupying the retail space and the viability of the residential portion of the project. With the current conceptual site plan, additional retail space may require multilevel (i.e., second floor space) due to ground-level s pace being already committed to the current uses.

Figure 12: Rent per Bedroom Count

Exhibit 10
25 SECTION VI

RETAIL MARKET RESEARCH

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
Table 10: Summary of Existing Retail Properties*
Property Address Building Park Property Type Building
Status Owner Name Submarket
Name
Year
Built
Year
Renovated
No. of
Parking
Spaces
Parking
Ratio
Rentable
Area
Space
Leased
Direct
Vacant
Space
Percent
Leased
Operating
Costs Per
SF
2110-2148 S Bristol St Bristol & Warner Marketplace Retail (Neighborhood Center) Existing Au Zone Santa Ana LLC Santa Ana 1979 0 594 4.80 111,405 111,405 1,481 100% $2.58 3640-3752 S Bristol St Metro Town Square Retail (Community Center) Existing Susan Elizabeth Gisler Santa Ana 1973 2002 129,461 124,839 4,628 96% $3.65 3300 S Bristol St Target Retail Existing Dayton-Hudson Corp Santa Ana 1986 0 300 2.86 119,343 119,343 0 100% $2.05 2110-2148 S Bristol St Bristol & Warner Marketplace Retail (Neighborhood Center) Existing Au Zone Santa Ana LLC Santa Ana 1979 0 594 4.80 111,405 111,405 1,481 100% $2.58 3816-3923 S Bristol St Bristol Center Retail (Community Center) Existing Susan Elizabeth Gisler Santa Ana 1973 0 375 4.24 102,055 97,258 7,200 95% $3.67 3719-3785 S Plaza Dr Metro Town Square Retail (Community Center) Existing Susan Elizabeth Gisler Santa Ana 1973 2002 6.00 70,520 70,520 0 100% $6.70 3309 S Bristol St Bristol Plaza Retail (Community Center) Existing 3309 South Bristol St LLC Santa Ana 1972 0 178 3.78 47,141 47,141 0 100% $2.99 3814-3816 Bristol St Bristol Sunflower Plaza Retail (Power Center) Existing Susan Elizabeth Gisler Santa Ana 1972 0 114 4.43 17,529 10,786 6,744 62% $3.02 3019-3047 Bristol St Bristol Center Retail (Neighborhood Center) Existing Red Mountain Retail Group, Inc. Santa Ana 1977 0 178 7.35 16,944 16,944 0 100% $6.12 3370-3400 S Bristol St Bristol Place Retail (Strip Center) Existing Johanna Kim Santa Ana 1986 0 100 8.01 12,477 5,529 6,948 44% 3941 S Bristol Sunflower Plaza Retail (Strip Center) Existing SunflowerMetro LLC Santa Ana 1978 0 43 3.58 12,000 12,000 0 100% 3310-3338 S Bristol St Bristol Place Retail (Strip Center) Existing Johanna Kim Santa Ana 1986 0 54 4.82 11,212 11,212 0 100% 3605-3614 S Bristol St Bristol Center Retail (Community Center) Existing Susan Elizabeth Gisler Santa Ana 1974 0 110 7.39 10,920 7,983 2,938 73% $7.06 3820 S Bristol St Bristol Sunflower Plaza Retail (Power Center) Existing Susan Elizabeth Gisler Santa Ana 1974 0 60 6.36 9,440 9,440 0 100% $3.54 3929 S Bristol St Sunflower Plaza Retail (Strip Center) Existing SunflowerMetro LLC Santa Ana 1979 0 9,000 9,000 0 100% 3608 S Bristol St Metro Town Square Retail (Community Center) Existing Susan Elizabeth Gisler Santa Ana 1974 0 8,426 8,426 0 100% $3.19 3357 S Bristol St Bristol Plaza Retail (Community Center) Existing Brixmor Santa Ana 1972 0 20 2.38 8,400 8,400 0 100% $2.59 3365 S Bristol St Bristol Plaza Retail (Community Center) Existing Brixmor Property Group Inc. Santa Ana 1972 0 32 3.83 8,360 8,360 0 100% $3.17 2911 S Bristol St Hustler Hollywood Retail Existing Amir Shirian Santa Ana 1973 2021 8,000 8,000 0 100% $1.28 3333 Bristol St South Coast Plaza Retail (Super Regional Mall) Existing CJ Segerstrom & Sons Costa Mesa 1967 1999 13,975 7.00 717,644 717,644 0 100% 3333 Bristol St South Coast Plaza Retail (Super Regional Mall) Existing CJ Segerstrom & Sons Costa Mesa 1967 0 254,634 254,634 0 100% $1.57 3333 Bristol St Bloomingdale's Retail (Super Regional Mall) Existing Macy's, Inc. Costa Mesa 1967 0 176,000 174,205 1,790 99% $2.75 3333 Bristol St South Coast Plaza Retail (Super Regional Mall) Existing CJ Segerstrom & Sons Costa Mesa 1967 0 80 4.94 16,196 16,196 0 100% 3333 Bristol St Maggiano's Retail (Super Regional Mall) Existing CJ Segerstrom & Sons Costa Mesa 1983 0 106 7.00 12,161 12,161 0 100% 3333 Bristol St Sears Auto Center Retail (Super Regional Mall) Existing CJ Segerstrom & Sons Costa Mesa 1967 0 68 7.00 10,532 10,532 0 100% Total 16,981 5.29 2,011,205 1,983,362 33,210 98.3% $2.91 *Note: Blank spaces indicate that data was not available.

Exhibit 10
26 SECTION VI

RETAIL MARKET RESEARCH

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
According to CoStar, there is 5,965,139 SF of retail space within the 2 -Mile Zone with only 131,000 vacant SF, a vacancy rate of 2.0% . DTA also observed that the asking rent in the 2-Mile Zone is currently $33.46 per SF pr year. Based upon this information, we are estimating that the rent for the ground-floor retail space will start at $36.00 per SF per year.

CoStar is estimating net operating costs in the selected sample at about 8.1% ($2.91/$36.00), as shown in Table 10. For our analysis, DTA rounded this to 10.0% since many older buildings have deferred maintenance. In accordance with current operators, we have estimated that an owner will allocate 3.0% to capital reserves that are used to improve space as it ages and also to provide funds to upgrade space to remain competitive in the marketplace.

Finally, DTA reviewed current cap rates , as shown in Figure 13 . This schedule summarizes cap rates by a product star system in which five stars is best and one star is the poorest.

The below items in italics are quotes from a CoStar document titled CoStar Building Rating System.
“The CoStar Building Rating SystemSM is a national rating for commercial buildings on a universally recognized 5 Star scale .

Historically the industry has lacked a centralized system for evaluating buildings using specific standards developed for each property type. The extensive, standardized property information collected by CoStar Research makes such a national building rating system possible.

The rating system considers the building separately from its immediate vicinity, with the exception of retail properties . This distinction enables the rating system to address the intrinsic quality of a specific building, with the understanding that a range of building quality may exist in any given location. A building considered to be Class A quality in one market may not qualify as Class A in another. However, because ratings are based on specific standards developed for each property type and consistently applied across different markets, a 4 Star building, for example, is expected to be comparable with all other 4 Star buildings across all markets.

Figure 13: Market Cap Rate by Star Rating
Exhibit 10
27 SECTION VI

RETAIL MARKET RESEARCH

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
Buildings are rated through an examination of the design and construction of a building. For example, the type of exterior materials, the quantity and quality of windows and the lobby finishes present in office buildings; the ceiling height and number of loading docks in warehouses and distribution centers; the entrances and parking areas for retail properties; and the types of finishes offered in the units of multi-family buildings. These examples, as well as many other factors all have an effect on a building’s rating. The multitude and diversity of decisions that are made when designing, constructing, renovating and managing a building creates a built environment in which no building is identical to another, even when of the same property type . However, CoStar tracks the entire range of buildings, from skyscrapers in large cities to single story buildings in smaller markets.” At the time of this Report, the draft Specific Plan did not contain a product mix for the various retail sites, except that the Specific Plan discusses a space large enough for a full-size grocery store. We assumed the 350,000 SF of retail space will target the needs of those living in the proposed urban village, such as specialty retail, dry cleaners, ice cream stores, liquor stores, coffee shops, gyms, and banks. A specialty retailer focuses on selling a specific product category or product line rather than offering general consumer goods. We also believe that shoppers will be attracted to the new retail space due to the ease of access to and from the proposed underground parking complex.

We have assumed the retail venues will be designed to achieve a five-star rating. As shown in Figure 13, a five-star rating earns a lower cap rate than a lower rating. Based upon this, DTA has assumed a cap rate of 4.75% for general retail and 4.50% for grocery store(s).

Grocery stores in traditional neighborhood commercial centers generally enjoy low er rental rates than other tenants, primarily since a grocery store will generate significant traffic that benefits other shops. However, since there will be more than 6,750 residents living within the community, it is not necessary for a grocery store to generate significant additional traffic since there will be foot traffic from the individuals residing within the Specific Plan area. DTA interviewed Al Marasca, the retired president of Ralphs, one of the largest grocery chains in Southern California, and he confirmed that based upon company policies, Ralphs would be interested in entering this market. In general, their philosophy was that if there were an additional 8,000 residents within a defined shopping area, his former company would invest in the community. He also acknowledged that the addition of 6, 750 residents within this urban village could capture new residents that would provide a strong incentive for his former company to open a new facility within the Specific Plan area.

Exhibit 10
28 SECTION VI

RETAIL MARKET RESEARCH

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
Below is a summary of our findings regarding the proposed NAV generated by the retail properties.

Table 11: NAV
Planning Area Description Block Square Feet Monthly Rent Scheduled Rent Vacancy Net Operating
Expenses
Capital
Reserve
Vacancy Oper.

Exp and Cap
Reserve
Net Operating
Income
Market
Cap
Rate
Net Asset Value
Planning Area 2 Ground Floor Retail Block 11 31,004 SF $3.00 SF/Mth $1,116,144 5.00% 10.00% 3.00% ($200,906) $915,238 4.75% $19,268,000 Planning Area 4 Ground Floor Retail Block 12 16,216 SF $3.00 SF/Mth $583,776 5.00% 10.00% 3.00% ($105,080) $478,696 4.75% $10,078,000 Planning Area 8 Retail - Grocery Anchored Block 14 38,269 SF $3.00 SF/Mth $1,377,684 5.00% 10.00% 3.00% ($247,983) $1,129,701 4.50% $25,104,000 Planning Area 10 Ground Floor Retail Block 15 12,454 SF $3.00 SF/Mth $448,344 5.00% 10.00% 3.00% ($80,702) $367,642 4.75% $7,740,000 Planning Area 17 Ground Floor Retail Block 18 18,810 SF $3.00 SF/Mth $677,160 5.00% 10.00% 3.00% ($121,889) $555,271 4.75% $11,690,000 Planning Area 19 Ground Floor Retail Block 19 16,735 SF $3.00 SF/Mth $602,460 5.00% 10.00% 3.00% ($108,443) $494,017 4.75% $10,400,000 Planning Area 20 Neighborhood Retail Block 20 25,167 SF $3.00 SF/Mth $906,012 5.00% 10.00% 3.00% ($163,082) $742,930 4.75% $15,641,000 Planning Area 31 Ground Floor Retail Block 3 19,070 SF $3.00 SF/Mth $686,520 5.00% 10.00% 3.00% ($123,574) $562,946 4.75% $11,852,000 Planning Area 33 Ground Floor Retail Block 7 35,156 SF $3.00 SF/Mth $1,265,616 5.00% 10.00% 3.00% ($227,811) $1,037,805 4.75% $21,849,000 Planning Area 35 Ground Floor Retail Block 10 20,886 SF $3.00 SF/Mth $751,896 5.00% 10.00% 3.00% ($135,341) $616,555 4.75% $12,980,000 Planning Area 41 Ground Floor Retail Block 1 21,794 SF $3.00 SF/Mth $784,584 5.00% 10.00% 3.00% ($141,225) $643,359 4.75% $13,544,000 Planning Area 43 Ground Floor Retail Block 2 21,015 SF $3.00 SF/Mth $756,540 5.00% 10.00% 3.00% ($136,177) $620,363 4.75% $13,060,000 Planning Area 49 Ground Floor Retail Block 6 34,247 SF $3.00 SF/Mth $1,232,892 5.00% 10.00% 3.00% ($221,921) $1,010,971 4.75% $21,284,000 Planning Area 51 Ground Floor Retail Block 8 17,772 SF $3.00 SF/Mth $639,792 5.00% 10.00% 3.00% ($115,163) $524,629 4.75% $11,045,000 Planning Area 53 Ground Floor Retail Block 9 21,405 SF $3.00 SF/Mth $770,580 5.00% 10.00% 3.00% ($138,704) $631,876 4.75% $13,303,000 Total/Average 350,000 SF $1,050,000 $12,600,000 ($630,000) ($1,260,000) ($378,000) ($2,268,000) $10,332,000 4.72% $218,838,000

Exhibit 10
29 SECTION VII

HOSPITALITY

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com

VII HOSPITALITY
The hospitality market in the 2-Mile Zone
includes more than 14,000 units comprising
4,643 classifi ed as Luxury and Upper
Upscale, 5,746 as Upper Midscale , and
3,915 considered as Midscale or Economy.

Since we believe the proposed 250 -unit
hotel will be in the Upper Upscale category,
our analysis will focus on these products.

As a result of COVID-19, hotel occupancy in
the 2-Mile Zone fell from 77% to 40% in
August 2021. However, it has rebounded
and is now back to 73% occupancy.

RevPAR is a significant metric for hotel
operators. RevPAR shows revenue generated per room regardless of whether rooms are occupied or vacant. It is calculated by dividing actual room revenue by potential room revenue , as if all rooms were occupied. The total revenue includes all hotel revenues related to rooms, food service, and beverages and revenue generated by other income- producing departments . An increase in RevPAR is often interpreted as either an increase in average room rate or an increase in room occupancy. Since there are two metrics involved, an increase in Rev PAR
does not necessarily mean that a building is
performing better. Like most financial metrics,
RevPAR i s limited because it does not identify
whether the room rate or occupancy is either
increasing or decreasing. However, it is a useful
tool to compare one project to another.

According to CoStar, the 12 -month occupancy
rate in the 2- Mile Zone was 73.9%, with an
average room rate of $194.55 yielding a RevPAR
of about $143.41. In general, this indicates a
strong hospitality market . It should also be
noted that the Luxury and Upper Upscale
properties generated RevPAR close to $180 per room.

We obtained information for competitive full-service hotels within the the 2-Mile Zone that we thought should be evaluated as possible competitors to the hotel proposed in the Specific Plan. This information is summarized below. For properties that did not have a metric, such as parking at the Westin South Coast Plaza, we left the information blank.

Based upon the information provided by the Developer, DTA concluded the Westin South Coast Plaza would be a property that it would target as its competitor since it is a full- service 4 Star property with Figure 14: Hotel Occupancy in the 2-Mile Zone
Figure 15: RevPAR by Class
Exhibit 10
30 SECTION VII

HOSPITALITY

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
more than 15 floors and over 30,000 SF of meeting space.

Table 12: Selected Hotels in the 2-Mile Zone
Property Name No. of
Stories Rooms Land
Area (SF)
Total
Mtg
Space
No. of
Parking
Spaces
Adv.

Room
Rent
Hotel Class Star
Rating Brand Year
Built
Year
Renovated
Hilton Orange County Costa Mesa 7 486 252,648 32,379 535 $194 Upper Upscale 4 Hilton 1970 2014 Westin South Coast Plaza Costa Mesa 15 393 129,373 33,952 $244 Upper Upscale 4 Westin 1975 2008 Avenue Of The Arts Costa Mesa 5 238 130,680 5,000 250 $234 Upper Upscale 4 Tribute Portfolio 1986 0 Marriott Costa Mesa 11 253 131,155 3,072 $237 Upper Upscale 4 Marriott 1989 2004 Marriott Irvine 17 496 465,656 26,645 600 $339 Upper Upscale 4 Marriott 1983 0 Hilton Irvine Orange County Airport 10 306 288,803 18,036 414 $203 Upper Upscale 4 Hilton 1985 2016 Embassy Suites by Hilton Irvine Orange County Airport 10 293 86,684 2,199 534 $155 Upper Upscale 4 Embassy Suites by Hilton 1986 2008
Embassy Suites by Hilton Santa Ana Orange County Airport 7 301 164,156 7,251 350 $125 Upper Upscale 4 Embassy Suites by Hilton 1984 0
Marriott Newport Beach Bayview 9 254 214,568 3,798 297 $279 Upper Upscale 4 Marriott 1988 2018 Renaissance Newport Beach Hotel 10 444 322,344 16,815 450 $184 Upper Upscale 4 Renaissance 1983 0 Hyatt Regency John Wayne Airport Newport Beach 7 343 267,894 21,000 219 $198 Upper Upscale 4 Hyatt Regency 1974 0 Best Western Plus Newport Mesa Inn 3 97 56,628 3,000 $219 Upper Midscale 3 Best Western Plus 1984 0 Hampton by Hilton Inn & Suites Irvine Orange County Airport 4 164 43,560 2,511 $177 Upper Midscale 3 Hampton by Hilton 2018 0 Atrium Hotel Orange County 3 210 278,784 6,300 $169 Upper Midscale 3 1969 0 Total Upscale Rooms is 2-Mile Zone 4,278
Overall Average 570 3,649 $211
Upper Upscale 346 $218
Upper Midscale 157 $173
As a result, we base d our daily room rates on the data presented in Table 12 . Although the advertised room rate for the Westin South Coast Plaza is $244 per night, we chose to use an average room rate of $210 for the proposed hotel. We believe that the Westin South Coast Plaza’s affiliation with the Hilton Flag drives significant guests to it and , since there are no comments in the Specific Plan that the hotel would be flagged, we adjusted the ro om rate down ward. Fur ther, since most Upper Upscale business hotels have established long- term relati onships with corporate clients , we felt th ese long-term relationships would continue to direct corpo rate business to them. Until we obtain additional information, we have conclu ded that a daily room rate of $210 was representative of the future. We further believe that once the p roposed hotel gains a reputation, its revenue c ould approach that of the Westin South Coast Plaza.

The next step in determining total hotel revenue is to estimate the RevPAR revenues. These include food sales, beverage sales, technology revenues, and minor departments. The first two c ategories are sel f- explanatory. Technology revenues relate to internet, phon e service, TV -streaming services, and others guest services. Minor department revenues include garage facilities, in-house laundry, health clubs and swimming pools, and retail shops. These departmental revenues make up more than 26% of total hotel revenues. We reduced department revenues by corresponding department expenses.

In addition to department income and expenses, hotels incur “Undistributed Operating Expenses.” These expenses include administration and general operating , marketing, management fee s, franchise fee s, energy, operations and maintenance, insurance, and property taxes.

Table 13: Hotel NAV
Hotel Percentage Daily Room
Rent
Daily
Revenue Annual Revenue % of Total
Base Room Rent $210.00 $52,500 $19,162,500 104.66%
Exhibit 10
31 SECTION VII

HOSPITALITY

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
Vacancy (30.00%) ($15,750) ($5,748,750) (31.40%)
Rev Par $147.00 $36,750 $13,413,750 73.26%
Food Sales 16.00% $23.52 $5,880 $2,146,200 11.72%
Beverage Sales 7.50% $11.03 $2,756 $1,006,031 5.49% Technology 3.00% $4.41 $1,103 $402,413 2.20%
Minor Departments 10.00% $14.70 $3,675 $1,341,375 7.33% Total Non-RevPAR Income $53.66 $13,414 $4,896,019 26.74% Gross Hotel Revenue $200.66 $50,164 $18,309,769 100.00% Hotel Expenses
Department Expenses ($63.43) ($15,858) ($5,788,033) (31.61%) Undistributed Operating Expenses ($60.27) ($15,068) ($5,499,638) (30.04%) Fixed Charges ($6.62) ($1,653.75) ($603,618.75) ($0.03) Capital Reserves for FF& E ($2.94) ($735.00) ($268,275.00) ($0.01) Total Expenses and Reserves ($133.26) ($33,314) ($12,159,564) (66.41%) Net Operating Income $67.40 $16,850 $6,150,204 33.59% Net Asset Value @ 6.5% 6.50% $94,619,000
We reduced the hotel income by hotel expenses to determine NOI.

As described above, one of the significant variables to evaluate an IPP is the assumed cap rate. Figure 16 depicts a summary of existing cap rates by hotel class . We believe the proposed hotel will be similar to the Westin South Coast Plaza, which qualifies as an Upper Upscale property. This led us to determine that a cap rate of 6.5% is appropriate . Therefore,
we concluded that with a NOI of $6,150,000 ,
the value of the proposed hotel would be
about $95,000,000.

After we established the value of the proposed
hotel, the next step to determine the viability
of a hotel is to identify the costs required to
construct the hotel . Table 14 provides a
summary of costs incurred in construct ing a
hotel of that quality . We estimated that
vertical construction costs would be $3 50 per
square foot for income-generating room space
and $291 for all other space. We also include
a 5% contingency and an allocation for a
building permit in this category.

Indirect costs include engineering and consulting costs , as well as D evelopment Impact Fees (“DIFs”).

Direct development costs include all physical site costs, plus a percentage share of backbone costs and parking to accommodate 121 spaces . Indirect costs include field and office operations, as well as corporate general and administrative expenses. Marketing and sales costs are a portion of a project-wide brand development program for the site. Financing costs include interest, loan fees, and property taxes.

Figure 16: Market Cap Rate by Class
Exhibit 10
32 SECTION VII

HOSPITALITY

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
Table 14: Hotel Construction Costs
Project Costs Percentage Per Room Per SF Total
Rooms/Total SF 250 Rooms 140,000 SF
Room SF 100,000 SF
Land $0 $0.00/SF $0
Vertical Costs $197,960/DU $353.50/SF $49,490,000
Land Development Soft Costs $3,699/DU $6.60/SF $924,634 Lot Development Direct Costs $18,897/DU $33.75/SF $4,724,369 Share of Backbone Costs $7,106/DU $12.69/SF $1,776,413 Indirect Costs 4.00% $19,872/DU $35.49/SF $4,968,016
Marketing and Sales 2.00% $378/DU $0.68/SF $94,619
Finance Costs 5.00% $9,501/DU $16.97/SF $2,375,290
Total Costs $257,413/DU $459.67/SF $64,353,341
A Hospitality Summary
We believe the 2-Mile Zone could accommodate another Upper Upscale since the hotel occupancy in the 2-Mile Zone is close to 75% and has strong RevPAR characteristics. Below is a summary indicating that the “Excess of Value over Costs ” for the proposed hotel is 32%, a margin that in a normal market would attract a developer and investors to finance the construction of a hotel property.

Table 15: Excess of Value Over Costs
Description Estimate Percent
Hotel Value $94,619,000 100.00%
Hotel Costs ($64,353,000) (68.01%)
Excess of Value over Costs $30,266,000 31.99%
B Congregate Care
A congregate care facility focuses on providing a stable environment for people who have difficulty in living independently related to physical, emotional, or social abilities. Since each tenant in a congregate care facility has different needs, these facilities offer various services to assist them . Congregate care residences generally receive care tailored to their specific needs , thereby providing a maintenance-free lifestyle. The types of care available include well-balanced meals, p hysical and mental stimulation, establishment of a purpose for life, social interaction , and the provision of stimulation for the the mind and body to achieve a more comfortable life for a person requiring their services.

The primary difference between assisted living facilities and nursing homes is the medical services provided. Residents in an assisted living facility often live independently in their own units whereas tenants in a nursing home usually require around-the-clock medical support or monitoring.

The services that congregate care facilities offer vary by facility but may include the amenities listed below.

Personalized service up to 24 hours a day;
Housekeeping services;
Individual care planning:

Utilities and basic cable;
Up to three meals a day;
In-home maintenance;
Exhibit 10
33 SECTION VII

HOSPITALITY

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
Communal dining;
Calendar of social activities;
Full-time nursing;
Education programs;
Assistance with medication;
Fitness and wellness center;
Emergency response system;
Salon and spa;
Assistance with dressing;
Transportation;
Assistance with bath and showers;
Concierge services;
On-site physical therapy;
Resident group activities; and
Laundry services;
Access to community amenities.

Since the Specific Plan does not specify the type of congregate care facility that will be constructed, we chose a facility providing similar serves to others in the neighborhood, including facilities near Hoag Hospital in Newport Beach. We chose the Hoag Hospital area since we believe t hose living in the Ho ag Hospital area would find the Urban Village a representative alternative. As with other products included in the Specific Plan, the Specific Plan discusses the concept of congregate care but does go into detail describing a specific program . Therefore, we envisioned a product line with several floor plans ranging from studio apartments up to two-bedroom units. The program would also include many of the amenities listed above.

We review ed data provided by CoStar, but due to the absence of a detailed congregate care facility description in the Specific Plan, we made some broad assumptions of future inten ts for the facility.

According to Senior Housing Net website, the costs of living in California in a congregate care community throughout the state are:

Assisted Living: $5,250
Independent Living: $ 3,413
Memory Care: $6,563
Nursing Home Care: $9,794
Based upon reviewing CoStar and the estimates from Senior Housing Net , we estimated an average monthly rent of $7,500. For our calculations, we chose a vacancy rate of 5%. We also estimated that the average room size would be 800 SF, allowing for a combination of studio, one-bedroom, and two-bedroom units.

In addition to basic rent, a typical congregate care offers services and amenities to its tenants for an additional fee. These include food and beverage services, salon and spa services, transportation, etc.

Based upon our estimates, we determined NOI and then an NAV for this asset class shown below Table 16: Congregate Care NAV
Description Per Room
per Month Total Per Month Annual
Revenues from Rooms $7,500 $1,500,000 $18,000,000
Vacancy ($375) ($75,000) ($900,000)
Revenues After Vacancy $7,125 $1,425,000 $17,100,000
Revenues From Services $3,420 $684,000 $8,208,000
Exhibit 10
34 SECTION VII

HOSPITALITY

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
Total Revenues $10,545 $2,109,000 $25,308,000
Department Expenses ($4,451) ($890,288) ($10,683,450)
Undistributed Operating Expenses ($2,925) ($585,000) ($7,020,000) Insurance and Property Tax ($143) ($28,500) ($342,000)
Total Operating Expenses $3,026 $605,213 $7,262,550
Capital Reserves ($143) ($28,500) ($342,000)
Net Operating Income $2,884 $576,713 $6,920,550
Net Asset Value @ 6.5% Cap Rate $532,350 $106,470,000 $106,470,000 To determine if a congregate care facility would provide a profitable return, we estimated the costs to construct the facility. They are as follows:

Table 17: Congregate Care Development Costs
Project Costs Percentage Per Room Per SF Total
200 Rooms 192,000
Land $0 $0.00/SF $0
Vertical Costs $296,940 $309.31/SF $59,388,000
Lot Indirect Costs $24,417 $43.60/SF $106,036
Lot Development Direct Costs $10,449 $18.66/SF $2,752,656 Share of Backbone Costs $7,951 $14.20/SF $1,998,918
Indirect Costs 4.00% $21,294 $42.00/SF $5,641,983
Marketing and Sales 2.00% $10,647 $0.76/SF $106,470
Finance Costs 5.00% $9,747 $17.40/SF $2,672,807
Total Costs $381,445 $445.94/SF $72,666,871

Exhibit 10
35 SECTION VII

HOSPITALITY

Related Bristol at 3600 South Bristol Street September 2023 Draft Market Study Report

www.FinanceDTA.com
C Congregate Care Summary
We reviewed the viability of a congregate care facility in the Project and determined that the value of the congregate care facility would exceed the NAV by $ 30,266,000. T herefore, we concluded that the proposed facility is acceptable in the Project.

Table 18: Congregate Care Excess of Value Over Costs
Description Estimate Percent
Congregate Care Value $106,470,000 112.52%
Congregate Care Costs ($72,667,000) (76.80%)
Excess of Value over Costs $33,803,000 35.73%

Exhibit 10

18201 VON KARMAN AVENUE, SUITE 220
IRVINE, CA 92612
PHONE: (800) 969-4DTA
Public Finance
Public-Private Partnerships
Development Economics
Clean Energy Bonds
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Exhibit 10

Santa Ana City CouncilSeptember 17, 2024

Santa Ana City Council
September 17, 2024