Agenda packet — Santa Ana City Council, September 16, 2025 (part 8 of 9)

ORDINANCE NO. NS-XXX

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA APPROVING AMENDMENT APPLICATION NO.
2025-01 TO ESTABLISH THE VILLAGE SANTA ANA

SPECIFIC PLAN AND TO APPROVE A ZONE CHANGE
FOR THE PROJECT SITE GENERALLY LOCATED AT 1561
W. SUNFLOWER AVENUE, FROM SPECIFIC
DEVELOPMENT NO. 48 TO THE VILLAGE SANTA ANA
SPECIFIC PLAN (SP-6)

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

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

A. Justin McCusker, on behalf of South Coast Plaza, a California general partnership (“Applicant” and “Property Owner”), is seeking approval of various entitlements to facilitate the redevelopment of a 17.2-acre site into a mixed-use urban village (“Project”).

B. The project site is located along the southern edge of the City of Santa Ana (“City”), on the northeast corner of West Sunflower Avenue and South Bear Street, transected by South Plaza Drive. The project site includes 11 addresses (1561, 1611, 1621, 1631, 1641, and 1661 W. Sunflower Avenue; 3820, 3840, and 3951 S. Plaza Drive; and 3811 and 3851 S. Bear Street) and seven parcels (412-131-10, 412-131-20, 412-131-21, 412-451-01, 412- 451-02, 412-451-03, and 412-451-04), collectively referred to as 1561 W.

Sunflower Avenue (“Project Site”).

C. The Project entitlements include Amendment Application (AA) No. 2025-01 to establish The Village Santa Ana Specific Plan (Specific Plan No. 6 (SP6)) and to approve a zone change for the Project Site from Specific Development No. 48 (SD-48) to SP-6; Vesting Tentative Tract Map (VTTM) No. 2025-06 (County Map No. 2023-159) to subdivide the Project Site into six buildable lots; and Development Agreement (DA) No. 2025-01 outlining terms and conditions for the Project.

D. The Project entails, among other things, (1) demolition of the existing structures on the Project Site and (2) redevelopment of the Project Site into an urban village containing up to 1,583 residential units, 80,000 square feet of commercial/retail space, and 300,000 square feet of office space, including 7.5 acres of publicly accessible open space and on-site parking and landscaping.

E. The Project Site is currently zoned as SD-48 and has a General Plan (GPU) land use designation of District Center–High (DC-5).

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F. The Applicant is requesting approval and adoption of AA No. 2025-01 to (1) establish SP-6 and (2) approve a zone change for the Project Site from SD48 to SP-6.

G. Pursuant to sections 41-592 and 41-667 of the Santa Ana Municipal Code (SAMC), approval of a specific plan and a zone change require approval of an ordinance by the City Council, with the Planning Commission serving as advisory body.

H. Pursuant to Section 41-667 of the SAMC, the City Council must hold a hearing before approving any proposed zone changes, including changes to any sectional district maps.

I. Pursuant to sections 41-664 and 41-666 of the SAMC, prior to being submitted to the City Council, a public hearing on a proposed zone change must be held before the Planning Commission and the Planning Commission must transmit its recommendation on the proposed zone change to the City Council.

J. On August 11, 2025, the Planning Commission of the City of Santa Ana held a duly-noticed public hearing on the entirety of AA No. 2025-01, including both the proposed adoption of SP-6 and the proposed zone change for the Project Site, recommending approval of AA No. 2025-01 to the City Council.

K. Based on the entire record before the City Council and all written and oral evidence presented, the City Council finds that the entirety of AA No. 2025- 01, including both the proposed adoption of SP-6 and the proposed zone change for the Project Site, is consistent with the GPU, including, but not limited to, its goals and policies, as follows:

The Project implements the vision and objectives of the South Bristol Street Focus Area (SBSFA) by transforming an auto-oriented shopping center to a walkable, bike-friendly, and transit-friendly urban village that incorporates a mix of high-intensity office and residential living with experiential commercial uses. The Project is consistent with the allowed intensity and density of the DC-5 land use designation of the GPU. The Project also supports several goals and policies of the GPU. Specifically, the Project is consistent with the following goals and policies:
• Policy CM-1.6 (Recreation on Private Property) of the Community Element, of promoting development and use of privately-owned recreation and entertainment facilities that help meet the needs of Santa Ana residents as the Project would include publicly accessible open space that would be made available to the general public through an irrevocable public access easement with the City and would remain in effect through the life of the Project.

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• Policy CN-1.6 (New and Infill Residential Development) of the Conservation Element encourages development that is mixed use, pedestrian friendly, transit oriented, and clustered around centers.

The Project would introduce a mixed-use urban village and encourage experiential commercial uses that are more walkable, bike-friendly, and transit-oriented. The Project would create a commercial core providing for sufficient local serving and destination retail uses, residential opportunities, workplaces, and entertainment amenities to enable residents and shoppers to reduce reliance on the automobile.
• Policy EP-3.4 (Complete Communities) of the Economic Prosperity Element encourages the development of “complete communities” that provide a range of housing, services, amenities, and transportation options that support the retention and attraction of skilled workforce and employment. The Project would implement the vision of the SBSFA of creating an urban village that includes a range of uses. The Project would promote a business-friendly environment where businesses thrive and would facilitate a “complete community” with a range of housing, services, and amenities and transportation options to support the retention and attraction of a skilled workforce and employment base.
• Policy HE-1.5 (Infrastructure and Public Services) of the Housing Element (HE) encourages the development of quality community facilities, physical infrastructure, traffic management and parking control, and other public services to promote the livability, safety, and vitality of neighborhoods. The Project would provide safe access points for pedestrians and bicyclists and would include new traffic signals along Bear Street and Plaza Drive to improve traffic management. The Parking Management Plan would also assist in controlling parking impacts.
• Policy HE-2.6 (Housing Design) of the HE requires excellence in architectural design through the use of materials and colors, building treatments, landscaping, open space, parking, and environmentally sensitive (“green”) building and design practices. One primary objective of SP-6 is to bring high quality design to the Project Site, focusing on green standards, durable materials and visual integrity and timeless architecture. The Project would incorporate quality design, from the larger design of the commercial and residential structures to the small details of materials, landscaping, pedestrian network, and communal gathering spaces.
• Policy LU-2.1 (Employment Opportunities) of the Land Use Element (LU) encourages a broad spectrum of land uses and development that offer employment opportunities for current and future Santa Ana residents. The Project would include a mix of land uses that will serve City Council 28 – 174 9/16/2025
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as a catalyst for reinvestment, stimulate economic activity, commerce, and new development opportunities in and around the SBSFA. The Project would also have a positive contribution to the local economy through new capital investment, the creation of jobs, and the expansion of the tax base through the Project’s long-term investment and commitment to the City of Santa Ana.
• Policy LU-2.3 (Supportive Spaces) of the LU element encourages providing a diversity of land uses that support residents, visitors, and businesses, such as open space, areas for community gatherings, and outdoor entertainment venues. One of the primary goals of the Project is to foster a neighborly environment where residents can live, work, and recreate in a vibrant village community. The Project would encourage walkability, safety, shopping and dining and would create community centric spaces for residents of all ages and abilities.
• Policy LU-2.10 (Smart Growth) of the LU element emphasizes focusing high density residential in mixed-use villages, designated planning focus areas, downtown Santa Ana, and along major travel corridors. The Project is located with the SBSFA, a planned focus area. The Project would achieve the vision of the SBSFA of creating high density housing within and along a mixed-use village that would be the hub of activity, designed as a park-like setting that would create an intimate and relaxing environment.
• Policy M-1.2 (Balanced Multimodal Network) of the Mobility Element encourages providing a balanced and equitable multimodal circulation network that reflects current and changing needs. The Project would accommodate a variety of transportation within and to/from the Project Site, including automobiles, walking, bikes, and rideshare. The Project would include an internal pedestrian network providing multiple access points along Bear Street, Sunflower Avenue, and Plaza Drive. Additionally, the Project would include for new bike lanes through and around the Project Site and bicycle parking stations.
• Policy OS-1.9 (New Development) of the Open Space (OS) Element requires all new development to provide adequate parks and open space, including via parkland dedication or development fees, in order to meet the City’s Park standard. Ensure that new development includes pedestrian and multi-modal travel ways to promote a quality living environment. For new development within park deficient and environmental justice areas, prioritize the creation and dedication of new public parkland over the collection of impact fees. The Project would provide approximately 7.5 acres of publicly accessible open space, consisting of both active and passive open space that would be open to the general public through an irrevocable public access easement with the City and would remain in effect through the life of City Council 28 – 175 9/16/2025
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the Project. Additionally, the Project would require 90 square feet of private open space and 100 square feet of active or passive open space per unit. The Project also prioritizes open space as a key placemaking feature of the development.
• Policy OS-2.1 (Recreation Variety) of the OS element encourages a variety of recreation facilities and activities to meet the diverse needs of the community. It also encourages the need for indoor and outdoor recreation opportunities, as well as traditional and trending activities.

The Project would feature key open space areas. The Promenade has been designed to draw pedestrians from the residential area west of Bear Street, South Plaza Drive, and beyond to create a distinct destination along Sunflower Avenue. The Square is intended to be an intimate hub for public gathering, events, and relaxation from day to night. Various seating areas, water features, and experiential lighting and art are envisioned to activate the Square. A Fitness Loop would encircle and thread through the Project Site and include special markers to provide a continuous fitness path for residents and neighbors. The Recreation Lawn has been designed as an area where the community and their pets can gather and relax in a lowwater-grass space.

Moreover, the Project is consistent with and supports Implementation Action No. LU-2.12 (Distinctive Districts) of the LU that requires the development and adoption of specific plans or corridor plans for each of the five focus areas that establish regulations and design standards. A full list of all applicable General Plan goals and policies that support the Project are attached hereto as Exhibit A and incorporated herein by this reference.

L. The City Council has weighed and balanced the General Plan’s goals and policies and has determined that, based upon this balancing, the Project at 1561 W. Sunflower Avenue and AA No. 2025-01, including SP-6 and the zone change, are consistent with the purpose of the General Plan.

M. The City Council also adopts as findings all facts presented in the Request for City Council Action dated September 16, 2025, and October 7, 2025, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. For these reasons, and each of them, AA No. 2025-01 is hereby found and determined to be consistent with the General Plan of the City of Santa Ana and otherwise justified by the public necessity convenience and general welfare.

Section 2. The City prepared a Draft Supplemental Environmental Impact Report (SEIR) that analyzed the Project’s environmental impacts in accordance with the California Environmental Quality Act (Public Resources Code, §§ 21000 et seq., CEQA), the regulations promulgated thereunder (14 Cal. Code of Regulations, §§ 15000 et seq., the CEQA Guidelines), and the City’s Local CEQA Guidelines. The Draft SEIR was made available for public review for 52 days between April 17, 2025, and June 9, 2025. The document was made available online at the City’s website and available for review at City City Council 28 – 176 9/16/2025
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Hall and the Southwest Senior Center in hard copy form. In response to comments received on the Draft SEIR, the City prepared a Final SEIR and released it to the public on August 4, 2025. The Final SEIR is attached hereto as Exhibit B and incorporated herein by reference. The City Council Resolution recommends certification of the Final SEIR (SCH No. 2020029087), adoption of findings under CEQA, and adoption of the Mitigation Monitoring and Reporting Program and the Statement of Overriding Considerations, and among other things, properly assesses the environmental impact of the Project in accordance with CEQA. This Resolution incorporates by reference the environmental findings and analysis set forth in the Resolution for the Final SEIR (SCH No. 2020029087) as if fully set forth herein.

Section 3. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves the AA No. 2025-01, and specifically, approves and adopts The Village Santa Ana Specific Plan (SP-6), a true and correct copy of which is attached hereto as Exhibit C and incorporated herein by this reference. This approval is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: The Request for City Council Action dated September 16, 2025, and October 7, 2025, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference.

Section 4. The City Council of the City of Santa Ana, after conducting the public hearing, also hereby approves the zone change for the Project Site from SD-48 to The Village Santa Ana Specific Plan (SP-6), as set forth in Amended Sectional District Map No. 35-5-10, a true and correct copy of which is attached hereto as Exhibit D and incorporated herein by this reference. This approval is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: The Request for City Council Action dated September 16, 2025, and October 7, 2025, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference.

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

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

Section 7. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively “Actions”), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or City Council 28 – 177 9/16/2025
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annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the Project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve the legal counsel providing the City’s defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action.

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

ADOPTED this _____ day of _______________, 2025.
_________________________
Valerie Amezcua
Mayor
APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney
By: _________________________
Melissa M. Crosthwaite
Senior Assistant City Attorney
AYES: Councilmembers: _______________________________________ NOES: Councilmembers: _______________________________________ ABSENT: Councilmembers: _______________________________________ ABSTENTIONS: Councilmembers: _______________________________________ City Council 28 – 178 9/16/2025
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CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, Jennifer L. Hall, City Clerk, do hereby attest to and certify the attached Ordinance No.

NS-XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on ____________________, 2025.

Date: _______________ _________________________
Jennifer L. Hall
City Clerk
City of Santa Ana
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The Village Santa Ana Specific Plan - August 2025
Policy Plan Consistency
Land Use Element
POLICY LU-1.8 DEVELOPMENT TRADEOFFS
Ensure that new development projects provide
a net community benefit.

The Specific Plan increases housing for the City while
providing publicly accessible open space and expanding
retail/commercial options. The Plan will create a space for shopping, dining and recreation as well as encourage walkable connections to the great South Coast shopping
area.

POLICY LU-1.9 PUBLIC FACILITIES AND

INFRASTRUCTURE
Evaluate individual new development proposals
to determine if the proposals are consistent
with the General Plan and to ensure that they
do not compound existing public facility and
service deficiencies.

Chapter 3, Development Plan provides the proposed
infrastructure plan to support development of the Village which will not compound existing public facility and service deficiencies.

POLICY LU-2.1 EMPLOYMENT

OPPORTUNITIES
Provide a broad spectrum of land uses
and development that offer employment
opportunities for current and future Santa Ana
residents.

Chapter 2 and Chapter 3, the Plan provides for a mixed-use development that will increase housing and job opportunity, in accordance with the General Plan and the designated
focus area. The Plan will create new spaces for a variety of commercial and retail uses.

POLICY LU-2.3 SUPPORTIVE SPACES
Provide a diversity of land uses that support
residents, visitors, and businesses, such as
open space, areas for community gatherings,
and outdoor entertainment venues.

Chapter 2, one of the primary goals of the Plan is to foster a neighborly environment where residents can live, work, and recreate in a vibrant village community. Through a variety of land uses, and plans to encourage walkability, safety, shopping and dining the Plan will create community centric spaces for residents of all ages and abilities.

POLICY LU-2.5 BENEFITS OF MIXED-USE
Encourage infill mixed-use development at all
ranges of affordability to reduce vehicle miles
traveled, improve jobs/housing balance, and
promote social interaction
Chapter 2 and 3, A primary focus of the plan is to transform conventional auto-oriented shopping plazas into dynamic nodes of activity that blend healthy living, working,
shopping, and dining in a contemporary village environment.

Increasing housing opportunities adjacent to retail and commercial centers encourages residents to walk or bike for essential shopping needs.

POLICY LU-2.10 SMART GROWTH
Focus high density residential in mixed-use
villages, designated planning focus areas,
Downtown Santa Ana, and along major travel
corridors.

Chapter 2, The plan is designated in the Bristol Street focus area. The new development will achieve the vision to create high density housing within and along mixed- use villages. As noted by the Guiding Principles, in Chapter 2, unlike traditional commercial centers dominated by surface parking, this neighborhood village will be the hub of activity, designed within a parklike setting that creates an intimate and relaxing environment.

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Appendix B: General Plan Consistency
Policy Plan Consistency
POLICY LU-4.1 COMPLEMENTARY USES
Promote complete neighborhoods by
encouraging a mix of complementary uses,
community services, and people places within a
walkable area.

Chapter 2 and 3, the Village Santa Ana is a mixed use village with a thoughtfully designed site plan that focuses on
balance and seamless integration of different uses. A mix of residential, retail, and office, provide a variety of options for future residents. The plan provides outdoor space
both shared and privately and people who visit or live at the Village will find a multitude of unique outdoor spaces for strolling, reading, dining, meeting friends, exercising, and enjoying outdoor recreation. Additionally, rooftops, terraces, and balconies that face the park overlook the activities at the ground level and offer an array of amenities for residents.

POLICY LU-4.6 HEALTHY LIVING CONDITIONS
Support diverse and innovative housing types
that improve living conditions and promote a
healthy environment.

Proximity to essential resources, outdoor and recreational space and sustainable materials and practices create healthy living environments for existing and future residents. The Plan will implement a variety of these practices through land use, design and thoughtful planning. The new development will aim to protect and care for the land. Best practices for reduced energy and water consumption, sustainably
sourced materials, and integration of pervious surfaces along with thoughtful plant selection will support onsite water retention for this green village community.

Additionally, many units were strategically placed to face open spaces and areas, created a garden unit feel.

FIGURE LU-2 SPECIAL PLANNING AREAS
The property is a part of Focus Area #5: South
Bristol street.

The property is a part of one of the five new focus areas: #5 South Bristol Street. Discussion of inclusion in this Focus Area is covered in Chapter 1, Introduction. Additional details of how the Plan is consistent with the South Bristol Street focus area are outlined below.

TABLE LU-2. BUILDOUT TABLE
Focus
Area Existing Housing Units Existing Jobs
South
Bristol
Street
220 3,337
Future Est. Housing Units Future Est. Jobs
5,272 7,855
The South Bristol Street focus area is planned to
accommodate a large amount of housing and employment.

The VSA project fits within the projected growth for South Bristol Street. A maximum of 1,583 units are permitted
along with up to 80,000 square feet of commercial use
and 300,000 square feet of office use. The mix of housing, directly adjacent to commercial and office use will bring a variety of jobs to the plan area and potentially increase the number of residents who are able to walk or bike to work.

FIGURE LU-4 DENSITY AND INTENSITY MAP
The property site is designated as DC-5 which
means District Center-High with a maximum
density/intensity of 5.0 FAR and/or 125 du/ac
and typical max height of 25 stories.

The density and intensity (du/acre and FAR) of Chapter 4, Development Standards are consistent with the DC-5 Land use Designation: 5.0 FAR and/or 125 du/ac, up to 25 stories.

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The Village Santa Ana Specific Plan - August 2025
Policy Plan Consistency

LU DESIGNATION- DISTRICT CENTER
The District Center land use designation
provides for distinctly urban retail, residential
mixed-use, and employment centers that
are well connected to public transportation.

It includes the city’s primary activity centers
and opportunities for new urban-scale
development.

This designation allows a mix of uses,
including medium, medium-high, and urban
density condominiums, apartments, and
townhomes; professional offices; multilevel
corporate offices; retail and commercial
services; and cultural, education, recreation,
and entertainment uses. Mixed-use projects
are allowed in both horizontal configurations,
with commercial and residential uses side by
side, and vertical, with commercial uses on the
ground floor and residential above.

The mixed-use land use plan and permitted uses per Chapter 4, Development Standards, are consistent with the uses
described for the District Center designation. The Specific Plan will implement the appropriate development and
design standards associated with these land uses to ensure development and growth that is consistent with the District Center Land Use goals.

LU FOCUS AREA- SOUTH BRISTOL
The South Bristol Street Focus Area represents
Santa Ana’s southern gateway and is a part
of the successful South Coast Metro area.

Between Sunflower and Alton Avenues, the
District Center land use designation will create
opportunities to transform auto-oriented
shopping plazas to walkable, bike-friendly, and
transit-friendly urban villages that incorporate a
mix of high intensity office and residential living
with experiential commercial uses.

Focus Area Objectives:
• Capitalize on the success of the South
Coast Metro area
• Introduce mixed-use urban villages and
encourage experiential commercial uses
that are more walkable, bike friendly, and
transit oriented.
• Realize an intense, multistory presence
along the corridor
• Provide for mixed-use opportunities while
protecting adjacent, established low
density neighborhoods
The Village Santa Ana Specific Plan implements the vision for a walkable, urban village. The Plan meets the objectives in the following ways:
• Capitalize on the success of the South Coast Metro
area- The Village’s location at the corner of Sunflower and Bear integrates uses with village scale retail and
multi-family living that complement adjacent retail and residential uses.
• Introduce mixed-use urban villages and encourage
experiential commercial uses that are more walkable,
bike friendly, and transit oriented. The Specific Plan
incorporates all aspects of this objective into the Plan as especially demonstrated in Chapter 3, Development
Plan.
• Realize an intense, multistory presence along the
corridor- Chapter 4 Development Standards details
the requirements for a variety of height, setbacks, and stepbacks along Sunflower and Bear contributing to the
corridor/district.
• Provide for mixed-use opportunities while protecting
adjacent, established low density neighborhoods- As
identified in Chapter 4, Development Standards, the
Village provides a mix of uses that are compatible
with the adjacent properties. The standards also
require height, stepbacks, setback and landscaping
requirements that provide certainty for the placement
and scale of future buildings.

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Appendix B: General Plan Consistency
Policy Plan Consistency
Housing
POLICY HE-1.5 INFRASTRUCTURE AND

PUBLIC SERVICES
Provide quality community facilities, physical
infrastructure, traffic management and
parking control, and other public services to
promote the livability, safety, and vitality of
neighborhoods.

Chapter 3 describes the Mobility and Infrastructure plan for the Village. Parking, accessibility, and multi-modal transportation were key considerations when developing
the project. The plan ensures a variety of safe access points for pedestrians and bikers as well as considers the flow of traffic for ingress and egress points on Sunflower Blvd and Bear St. The plan provides a proposed traffic signal where Bear and S Plaza Dr. intersect as well as two new traffic signals along S Plaza Dr. to ensure safe driving speed and pedestrian crossing.

POLICY HE-2.3 URBAN VILLAGES
Create higher intensity, mixed-use urban
villages and pedestrian-oriented experiences
that access and support the office
centers, commercial services, and cultural
activities within District Centers and Urban
Neighborhood designated areas.

The Village will provide up to 1,583 units in a variety of sizes for various household types. The plan integrates
high density housing with new shopping, dining and
entertainment opportunities. The plan includes public
art requirements, human scale design and landscaping
and walking and biking paths throughout the plan area.

Connecting future residents to the South Bristol Corridor and nearby cultural, retail, and entertainment destinations is a primary focus of the plan, truly integrating residents into the local scene.

POLICY HE-2.6 HOUSING DESIGN
Require excellence in architectural design
through the use of materials and colors,
building treatments, landscaping, open space,
parking, and environmentally sensitive (“green”)
building and design practices.

One primary objective of the plan is to bring high quality design to the project, focusing on green standards, durable materials and visual integrity and timeless architecture.

Additionally, Chapter 5 of the Specific Plan outlines the design guidelines and standards for the project. The Plan incorporates quality design throughout the project area, from the larger design of the commercial and residential structures to the small details of materials, landscaping, pedestrian network, and communal gathering spaces.

Chapter 5 ensures the project will be built to create a sense of place and address the various aspects of site planning, architecture, and design.

POLICY HE-4.4 SERVICE-ENRICHED HOUSING
Support the provision of supportive services
and service-enriched housing for persons with
special needs, such as seniors, disabled people,
homeless people, families, veterans, and people
with medical conditions.

As a part of the plan, a range of senior housing is permitted.

Chapter 4 of the plan specifies that both senior housing and senior care facilities are permitted in the project.

Senior housing within apartments provides benefits such as localized access to markets and essential retail as well as community-oriented living and walkable spaces.

POLICY HE-4.5 HEALTHY HOMES
Support efforts to make homes healthier by
addressing health hazards associated with leadbased paint and soil, asbestos, vermin, mold, VOC-laden materials, and prohibiting smoking
in multi-family projects, among others.

Among the high-quality design of the project is an
emphasis on high quality materials. Project materials will be in accordance with the requirements of the California Building Code. The residential design focuses on integrating households into a green and healthy community.

City Council 28 – 184 9/16/2025
The Village Santa Ana Specific Plan - August 2025
Policy Plan Consistency
Urban Design
POLICY UD-1.1 DESIGN QUALITY
Ensure all developments feature high quality
design, materials, finishes, and construction.

Guiding Principal #2 of the Plan focuses on timeless design stating that through human- scale design elements,
selection of warm materials, four- sided architecture, and places for terrace gardens and green walls, the design of the buildings will work holistically with the landscaping and parklike village atmosphere. Additionally, the plan identifies both thoughtful and high-quality design elements throughout Chapter 5. Regarding landscape design, the
design guidelines will require a variety of materials for accessibility and permeability. Furnishings and decorative details will require high quality and durable materials that provide visual variety per section 5.5.1 of the Plan.

Additionally, Building and architectural materials should be high quality and approved for use in the California Building Code.

POLICY UD-1.2 PUBLIC ART
Require public art as part of major
developments and the public realm
improvements.

Public art contributes significantly to the public experiences and identity of a place and is a primary focus of the design and details of the project area. Chapter 5, section 5.4.5 outlines the standards and requirements of public art in the plan area. All requirements are consistent with the General Plan’s guidelines for public art. Additionally, public art should be consistent and complimentary to the design of the
structures as well constructed using durable materials to allow for longevity. The plan requires public art to support and complement the public experience and will inhibit
accessibility of any uses on site.

POLICY UD-1.5 ATTRACTIVE PUBLIC SPACE
Encourage community interaction through
the development and enhancement of plazas,
open space, people places, and pedestrian
connections with the public realm.

The core of the plan areas focuses on accessible, and activity shared open space. Through high quality design, use of
landscaping and greenery and community gather features
(i.e. Benches), the central portion of the plan will encourage public engagement with the site. Chapter 5 of the plan
implements design guidelines which are reflective of Santa Ana’s focus on engaging and beautiful public environments.

The location of the plan area provides ease of connection to the Arts Center to the east and South Coast Plaza to the South. The focus on walkable urban form and accessible
space will allow for complete and connected circulation for pedestrians and cyclists.

POLICY UD-4.2 IMAGE MAKING THROUGH

ARCHITECTURE
Promote development within nodes to reflect
the significance of the area and cultivate a
positive image of Santa Ana through high
quality architecture.

The Village will create a place of destination, filled with vibrant and innovative design to reflect the growing Santa Ana city. The proximity to the South Coast Plaza, Performing Arts Center and Recently established Art Museum adds
the cultural vitality of the project area. The project will integrate warm and timeless architectural design, public art and walkable gather spaces to create a desirable village and establish a sense of place for residents and visitors.

City Council 28 – 185 9/16/2025
Appendix B: General Plan Consistency
Policy Plan Consistency
POLICY UD-4.3 ACTIVE OPEN SPACES
Ensure architectural and landscape design
activates open space as a means to promote
community interaction and enhance the
aesthetic quality of development.

Guiding Principle #3 of the plan encourages and envisions a multitude of unique outdoor spaces for strolling, reading, dining, meeting friends, exercising, and playing. The retail village common areas may be programmed for recurring
activities such as movie nights, seasonal events, exercise options such as outdoor yoga, family nights, and other
opportunities for nearby residents. The use of public art, programming, circulation and mobility design as well as high quality materials support the Plan’s ability to create an activated and engaged shared outdoor space.

POLICY UD-4.4 VIBRANT STREET LIFE
Encourage development within nodes that
promotes pedestrian activities, enhanced
amenities, and engaging designs that allow for
discovery, excitement, and social interaction.

Guiding Principal #5 of the plan states new residential and commercial buildings will orient toward the streets and retail village and provide easy access for pedestrians. The streetscape and building setbacks along Sunflower Avenue, South Plaza Drive, Bear Street, and internal project roads will be designed with a cohesive palette of drought-tolerant plants with unique characteristics, brightly colored flowers, and a mix of succulents and trees. Additionally, Principal #4 states that the Village Santa Ana will be an extension of the art walk, showcasing art works in the form of landscaping, stand-alone art pieces, and local artisan retail. Distinctive architecture and high-quality materials will contribute to the character of the Village.

Chapter 4 Land Use and Chapter 5 Design Guidelines also ensure a harmonious layout of landscaping, open space,
walkways and structures.

POLICY UD-5.1 BUILDING PRESENCE AT

INTERSECTIONS
Create a strong presence at focus intersections
by locating intense building mass and open
space areas along the street that include high
quality design and materials.

The Intersection at Bear Street and Sunflower Avenue is one of the key northern entrances to the South Coast Plaza area; and therefore, should represent the vibrancy of the area.

The architecture and design for the Village should consider the Southern California environment and indoor/outdoor
lifestyle as well as the design aesthetic of the adjacent South Coast Metro area. Chapter 5 encourages a contemporary
architectural style, where buildings are different yet
complementary. Towers should create a unique identity
within the overall development where residential lobbies are visible from the street and façade treatments are applied visible sides, creating consistent frontage and design.

POLICY UD-6.4 DECORATIVE FEATURES
Promote coordinated landscaping and
decorative features in projects near landmarks
that appropriately enhance the vicinity and do
not create visual clutter.

The use of lighting and landscaping will be used to create cohesive and usable features in the plan area. The use of decorative lighting treatments in landscaping, pedestrian activity areas, and nodes and entryways support an
enhanced pedestrian experience. Additionally, the plan
aims to utilize outdoor furnishing and amenities to denote community gathering spaces while paving and landscaping denotes walkways and bikeways.

City Council 28 – 186 9/16/2025
The Village Santa Ana Specific Plan - August 2025
Policy Plan Consistency
Open Space
POLICY OS-1.9
Require all new development to provide
adequate parks and open space, including via
parkland dedication or development fees, in
order to meet the City’s Park standard. Ensure
that new development includes pedestrian and
multi-modal travel ways to promote a quality
living environment. For new development
within park deficient and environmental justice
areas, prioritize the creation and dedication
of new public parkland over the collection of
impact fees.

The Specific Plan provides for approximately 7.5 acres of publicly accessible open space, consisting of both active and passive open space. Additionally, the Plan requires 90 square feet of private open space and 100 square feet of active or passive open space per unit . The requirements for open space in VSA are consistent with the General Plan’s requirements. The plan also prioritizes open space as a key placemaking feature of the development.

POLICY OS-2.1
Provide a variety of recreation facilities and
activities to meet the diverse needs of the
community. Consider needs for indoor and
outdoor recreation opportunities, as well as
traditional and trending activities.

Chapter 3 of the Plan outlines the key features of the open space layout and site plan. The features are shown in Figure 3-3 of the plan and described below:
• The Promenade draws pedestrians from the residential
area west of Bear Street, South Plaza Drive, and beyond to create a distinct destination along Sunflower Avenue.

Wide sidewalks with extensive planting, lighting, and art weave connections to the amenities and gardens of the
Village.
• The Square is intended to be an intimate hub for public gathering, events, and relaxation from day to night.

Various seating areas, water features, and experiential lighting and art are envisioned to activate the Square.

This area can be programmed for large events such as
outdoor yoga and fitness classes, parties, markets, and outdoor movie nights. Restaurant patios contribute to a lively village vibe.
• Garden Paseos create a uniquely immersive experience
along the edges and entries of the Village. These paseos heighten the sense of botanical bounty in Southern
California, further promoting gathering and activity.
• The Garden Strolls let residents and the public take
a break from the bustle of the village square and
streetscape. These areas are packed with shade trees
and native planting and provide space for recreation as well as immersive seating areas throughout.
• A Fitness Loop encircles and threads through the site with special markers to provide a continuous fitness
path for residents and neighbors.
• The Recreation Lawn is an area where the community
and their pets can gather and relax in a low-water-grass space.
• Architectural features such as the Grand Stairs connect outdoor open space up to the building, creating a unique area for relaxing, meeting up with friends, or exercising.

City Council 28 – 187 9/16/2025
Appendix B: General Plan Consistency
Policy Plan Consistency
POLICY OS-2.6
Design and develop parks, greenspace, and
trail corridors to support community respite,
wellness, and the mental health benefits found
in connections to nature.

As outlined in Figure 3-3, the open space plan connects residents to one another through private open space
designations and connects the public to various restaurants, retail and public open space areas throughout and around the edge of the plan. With a focus on accessibility, the use of durable materials, features and amenities encourage
community gathering for rest, relaxation and play.

POLICY OS-2.12
Ensure that parks and recreation facilities
incorporate placemaking elements that foster
social connections and community pride such
as art, landscaping, murals, and amenities and
facilities that reflect site character and local
needs.

Core principles for open space focus on community
experience and connectivity. Circulation of the open space drifts across the site, anchored by an immersive garden experience. Additionally, the plaza space is composed of programmed nodes connected by varying types of pathways and seating, as well as public art. The use of programming, such as farmers markets, pop-ups and other events create a sense of place and destination for the community at large.

Lighting, features and amenities emphasize key open spaces within the plan and create an inviting and safe place for people.

Mobility
POLICY M-1.2 BALANCED MULTIMODAL

NETWORK
Provide a balanced and equitable multimodal
circulation network that reflects current and
changing needs.

Chapter 3 of the Plan contains the mobility network for the Project area. Figure 3-16 and Figure3-17 display the pedestrian circulation network and the bicycle circulation network respectively. The plan accommodates a variety of transportation within and to/from the plan area, including automobiles, walking, bikes, and rideshare. The internal pedestrian network provides multiple access points along Bear St. Sunflower Blvd, and S Plaza Dr.

Additionally, the plan proposes four new bike lanes through and around the site, including the following:
• Proposed Class I bike path along Bear St. • Proposed Class IV bike route along Sunflower Ave.

The plan will also accommodate increased bike usage by
providing three bike parking stations.

POLICY M-5.1 ENHANCED STREET DESIGN
Improve the beauty, character, and function of
travel ways with amenities such as landscaped
parkways and medians, bike lanes, public art,
and other amenities.

Landscaped guidelines for parkways, walkways and medians are outline in Chapter 5 of the Specific Plan. The use of public art, materials and texture variety, plants, and greenery adjacent to and integrated within walkways and bikeways elevates the environment and experience. Chapter 5
encourages the use of landscaping to draw visual interest, increase safety, bring color and shade to walking paths and to improve the urban environment.

City Council 28 – 188 9/16/2025
City Council 28 – 189 9/16/2025
The Final Supplemental Environmental Impact Report (SEIR), Environmental Findings, Statement of Overriding Considerations, and the Mitigation Monitoring and Reporting Program for The Village Santa Ana Specific Plan (SP-6) are available:

Online on the City’s Project webpage at https://www.santa-ana.org/supplementalenvironmental-impact-report-the-village-santa-ana-specific-plan/.

Physically at:

City of Santa Ana, Planning Division Counter
20 Civic Center Plaza, M-20
Santa Ana, CA 92701
Or
Southwest Senior Center
2201 W. McFadden Avenue
Santa Ana, CA 92704
City Council 28 – 190 9/16/2025
City Council 28 – 191 9/16/2025
The Village Santa Ana Specific Plan (SP-6) and associated appendices are available:

Online on the City’s Project webpage at https://www.santa-ana.org/specific-plan-thevillage-santa-ana/.

Physically at:

City of Santa Ana, Planning Division Counter
20 Civic Center Plaza, M-20
Santa Ana, CA 92701
City Council 28 – 192 9/16/2025
City Council 28 – 193 9/16/2025
A1 GENERAL AGRICULTURAL CSM SOUTH MAIN STREET COMMERCIAL DIST. R2 TWO- FAMILY RESIDENCE - B PARKING MODIFICATION C1 COMMUNITY COMMERCIAL GC GOVERNMENT CENTER R3 MULTIPLE- FAMILY RESIDENCE - OZ OVERLAY ZONE C1- MD COMMUNITY COMMERCIAL - MUSEUM DIST. M1 LIGHT INDUSTRIAL R4 SUBURBAN APARTMENT C2 GENERAL COMMERCIAL M2 HEAVY INDUSTRIAL RE RESIDENTIAL ESTATE C4 PLANNED SHOPPING CENTER O OPEN SPACE SD SPECIFIC DEVELOPMENT - HD2 HEIGHT DISTRICT II C5 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECIFIC PLAN
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N/A N/A 34-5-10
Revised Date: October 7, 2025
Print Date: 11/20/24
Sectional District Map: 35-5-10
City Council 28 – 194 9/16/2025
Ordinance No. NS-XXX

Page 1 of 5 ends

ORDINANCE NO. NS-XXX

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

SANTA ANA APPROVING DEVELOPMENT AGREEMENT
NO. 2025-01 FOR THE VILLAGE SANTA ANA SPECIFIC
PLAN PROJECT GENERALLY LOCATED AT 1561 W.

SUNFLOWER AVENUE, BETWEEN THE CITY OF SANTA

ANA AND SOUTH COAST PLAZA, A CALIFORNIA

GENERAL PARTNERSHIP

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

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

Sunflower Avenue (“Project Site”).

C. The Project entitlements include Amendment Application (AA) No. 2025-01 to establish The Village Santa Ana Specific Plan (Specific Plan No. 6 (SP6)) and to approve a zone change for the Project Site from Specific Development No. 48 (SD-48) to SP-6; Vesting Tentative Tract Map (VTTM) No. 2025-06 (County Map No. 2023-159) to subdivide the Project Site into six buildable lot; and Development Agreement (DA) No. 2025-01 outlining terms and conditions for the Project.

E. The City of Santa Ana (“City”) is authorized, pursuant to Government Code sections 65864 through 65869.5, to enter into development agreements with persons having legal or equitable interests in real property for the City Council 28 – 195 9/16/2025
Ordinance No. NS-XXX

Page 2 of 5 ends

purpose of establishing certainty for both City and owner in the development process.

F. Because of the logistics, magnitude of the expenditure and considerable lead time prerequisite to planning and developing the Project, Applicant has proposed to enter into a development agreement concerning the Project (DA No. 2025-01) to provide assurances that the Project can proceed without disruption caused by a change in the City's planning policies and requirements except as provided in the DA No. 2025-01, which assurance will thereby reduce the actual or perceived risk of planning for and proceeding with development of the Project.

G. On August 11, 2025, the Planning Commission of the City of Santa Ana held a duly-noticed public hearing on the proposed Project and recommended that the City Council approve an ordinance approving DA No. 2025-01.

H. Entering into this DA No. 2025-01 would provide the City with extraordinary and significant benefits that are of regional significance, relate to existing deficiencies in public facilities, require the Property Owners to contribute a greater percentage of benefits than would otherwise be required, and represent benefits which would not otherwise be required as part of the development process.

I. The Project and the use that the Applicant propose in connection with the Project have been extensively reviewed and considered by the City Council, and such proposed development and use have been found to accommodate the City’s recommendations and suggestions in order to protect the public’s interest to enhance the desirability of such proposed development and use. The terms and conditions of this DA No. 2025-01 are fair, just and reasonable, and the City Council has concluded that the pursuit of the Project will serve the interests of the City.

J. Based on the entire record before the City Council and all written and oral evidence presented, the City Council finds DA No. 2025-01 in the public’s interest and results in substantial community benefits because it meets and facilitates the fulfillment of many of the City’s adopted General Plan “Issues, Goals and Policies” for each individual element, as further documented in the Ordinance of the City Council approving AA No. 2025-01 to establish The Village Santa Ana Specific Plan (SP-6) and approving the zone change from SD-48 to SP-6.

Section 2. The City prepared a Draft Supplemental Environmental Impact Report (Draft SEIR) that analyzed the Project’s environmental impacts in accordance with the California Environmental Quality Act (Public Resources Code, §§ 21000 et seq., CEQA), the regulations promulgated thereunder (14 Cal. Code of Regulations, §§ 15000 et seq., the CEQA Guidelines), and the City’s Local CEQA Guidelines. The Draft SEIR was made available for public review for 52 days between April 17, 2025 and June 9, 2025. The document was made available online at the City of Santa Ana website and available for review at City Hall and the Southwest Senior Center in hard copy form. In City Council 28 – 196 9/16/2025
Ordinance No. NS-XXX

Page 3 of 5 ends

response to comments received on the Draft SEIR, the City prepared a Final SEIR and released it to the public on August 4, 2025. The Final SEIR in the City Council Resolution approving the Final SEIR is incorporated herein by reference. The City Council Resolution recommends certification of the Final SEIR (SCH No. 2020029087), adoption of findings under CEQA, and adoption of the Mitigation Monitoring and Reporting Program and the Statement of Overriding Considerations, and among other things, properly assesses the environmental impact of the Project in accordance with CEQA. The Resolution incorporates by reference the environmental findings and analysis set forth in the Resolution for the Final SEIR (SCH No. 2020029087) as if fully set forth herein.

Section 3. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves DA No. 2025-01, a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by this reference, and authorizes the City Manager and City Clerk to execute it on behalf of the City with such non-substantive changes as may be authorized by the City Manager and City Attorney. The City Clerk is hereby authorized and directed to cause DA No. 2025-01 to be recorded with the County Recorder’s Office.

Section 4. This Ordinance shall not be effective unless and until the City Council Resolution for Final SEIR No. 2025-01 (SCH No. 2020029087), the City Council Resolution for VTTM No. 2025-06, the City Council Ordinance for AA No. 2025-01, and the City Council Resolution to Overrule the Orange County/John Wayne Airport Land Use Commission’s determination of inconsistency are adopted and become effective. If said resolutions and ordinance are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise do not go into effect for any reason, then this Ordinance shall be null and void and have no further force and effect.

Section 5. This Ordinance shall not be effective unless and until the City receives a fully executed copy of DA No. 2025-01. If the fully executed copy of the DA No. 2025-01 is not received by the City Clerk within 30 days of the approval of this Ordinance by the City Council, then this Ordinance shall be null and void and have no further force and effect.

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

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

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procedures), judgments, orders, and decisions (collectively “Actions”), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the Project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve the legal counsel providing the City’s defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action.

Section 9. This Ordinance shall be effective thirty days after its adoption provided the conditions precedent set forth above have been satisfied. The City Clerk shall certify the adoption of this Ordinance and shall cause the same to be posted as required by law. Pursuant to Government Code Section 65868.5, within 10 days following the entering into of the Development Agreement, as evidenced by full execution thereof, the City Clerk shall record with the Orange County Recorder a copy of the Development Agreement.

ADOPTED this _____ day of _______________, 2025.
_________________________
Valerie Amezcua
Mayor
City Council 28 – 198 9/16/2025
Ordinance No. NS-XXX

Page 5 of 5 ends

APPROVED AS TO FORM:

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

NS-XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on ____________________, 2025.

Date: _______________ _________________________
Jennifer L. Hall
City Clerk
City of Santa Ana
City Council 28 – 199 9/16/2025
City Council 28 – 200 9/16/2025
RECORDED AT REQUEST OF: )
)
AND WHEN RECORDED RETURN TO: )
City of Santa Ana )
20 Civic Center Plaza (M-30) )
Santa Ana, CA 92702 )
Attention: Clerk of the Council )
)
______________________________________________________________________________ Exempt from filing fees pursuant to Government Code §27383 DEVELOPMENT AGREEMENT NO. 2025-01

A DEVELOPMENT AGREEMENT BETWEEN

CITY OF SANTA ANA
and

SOUTH COAST PLAZA
City Council 28 – 201 9/16/2025
DEVELOPMENT AGREEMENT NO. 2025-01
This Development Agreement (“Agreement”) is entered into as of this ___ day of ___________, 2025 by and between the City of Santa Ana, California (“City”) on the one hand, and South Coast Plaza, a California general partnership (“Owner” or “SCP”), on the other hand. City and Owner may be referred to in this Agreement individually as a “party” or collective as the “parties.”

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

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

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

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

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

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

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

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

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

City Council 28 – 202 9/16/2025
J. Development of the Property in accordance with this Agreement will provide substantial benefits to City, as set forth in Section 4 below, and as stated Sections 1.4 and Appendix B of the Specific Plan and will further important policies and goals of City.

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

L. On July 15, 2025 , the City Council held a public hearing and authorized the City’s Planning Division to draft findings and issue a determination overruling the County of Orange Airport Land Use Commission’s Determination of Inconsistency associated with the Project and to provide notice of same in accordance with Section 21676(b) of the Public Utilities Code to the County of Orange Airport Land Use Commission and the State of California Department of Transportation’s Division of Aeronautics.

M. On August 11, 2025, City’s Planning Commission held a public hearing on this Agreement, made findings and determinations with respect to this Agreement, and recommended to the City Council that the City Council approve this Agreement.

N. On September 16, 2025, the City Council held a public hearing introducing this Agreement and considered the Planning Commission’s recommendations and the testimony and information submitted by City staff, SCP, and members of the public. On DATE consistent with applicable provisions of State law and the rules and regulations of the City, the City Council adopted Ordinance No. NS-_______ finding this Agreement consistent with the City’s General Plan and approving and adopting this Agreement.

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

1. DEFINITIONS AND EXHIBITS.

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

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

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

2.5.1 hereof.

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

1.1.4. “Agreement” means this Development Agreement.

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

City Council 28 – 203 9/16/2025

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

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

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

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

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

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

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

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

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

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

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

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

City Council 28 – 204 9/16/2025

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

1.1.19. “Owner” means the persons and entities listed as Owner on page 1 of this Agreement and their successors in interest to all or any part of the Property.

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

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

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

1.1.23. “Project Open Space” means the approximately 7.5 acres of publicly accessible open-space areas, as defined in the Specific Plan, to be maintained by Owner.

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

1.1.25. “Project Approvals” means all site-specific (meaning specifically applicable to the Project only and not generally applicable to some or all other properties within the City) plans, maps, permits, entitlements, approvals (including Development Project Review City Council 28 – 205 9/16/2025
Approvals), and entitlements of every kind and nature that are sought or agreed to in writing by Owner in its sole and absolute discretion for Development of the Project and that are approved by the City. Project Approvals include, but are not limited to, general plan amendments, specific plan approvals or amendments, site plans, development project review approvals, tentative and final subdivision maps, design guidelines, variances, zoning designations, conditional use permits, grading, building, and other similar permits, the site-specific provisions of general plans, environmental assessments, including environmental impact reports and negative declarations. A list of the Project Approvals is set forth in Exhibit “C.”

1.1.26. “Property” means the real property described in Exhibit “A” and shown in Exhibit “B” to this Agreement. The Property is approximately 17.2 gross acres in size and is occupied by the South Coast Plaza Village commercial development as of the Effective Date. It is composed of seven parcels, Assessor Parcel Numbers (APNs): 412-131-10, 412-131-20, 412- 131-21, 412-451-01, 412-451-02, 412-451-03, and 412-451-04.

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

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

1.1.29. “Specific Plan Phase” means any one of the five phases as shown on Figure 6-1 (Conceptual Phasing Plan) of the Village Santa Ana Specific Plan.

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

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

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

2. GENERAL PROVISIONS.

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

Development of the Property is hereby authorized and shall be carried out in accordance with the terms of the Development Plan, the Project Approvals, and this Agreement. This Agreement shall be recorded against the Property.

2.2. Ownership of Property. Owner represents and covenants that it is the Owner of the fee simple title to, or has an equitable interest in, the Property or a portion thereof.

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

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

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

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

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

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

2.4. Term.

2.4.1. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of twenty (20) years thereafter (the “Initial Term”), unless modified or extended pursuant to the provisions of this Agreement. Together, the Initial Term and any extension under this Agreement shall constitute the “Term.” The Term, including all possible extensions, shall not exceed twenty-five-years unless this Agreement is amended to allow further extensions. Owner shall execute this Agreement which shall be recorded against the Property no later than ten (10) days following Owner’s receipt of the fully-executed, recordable Agreement from the City.
(a) It is anticipated that Parties will sign the Development Agreement upon approval of the Agreement by the City Council. Owner shall cause this Agreement to be timely recorded against the Property no later than ten (10) days following Owner’s receipt of the fullyexecuted, recordable Agreement from the City. (b) Failure of Owner to record this Agreement against the Property within ten (10) days following the receipt of the fully-executed, recordable Agreement from the City shall constitute an event of default by Owner under this Agreement.

2.4.2. The Initial Term of this Agreement shall be automatically extended by up to five (5) years if Owner achieves the following milestones: construction has commenced on: (i) no less than 50,000 square feet of commercial/retail floor area; and (ii) 360 residential dwelling units.

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

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

2.4.5. If any party other than Owner initiates litigation that challenges the Project, this Agreement (and/or the ordinance approving this Agreement), or any of the Existing Project Approvals, the Owner will have the right to toll commencement of the Term, except for the duty City Council 28 – 207 9/16/2025
to record this Agreement within ten (10) days of receipt of the fully-executed, recordable Agreement from the City, and any obligations of Owner under this Agreement during the period of such litigation. The tolling shall commence upon receipt by the City of written notice from Owner invoking this right to tolling. The tolling shall terminate when the action, including any appeal, is finally resolved, whether by entry of a final, non-appealable judgment that upholds the Project and the Existing Project Approvals or voluntary or involuntary dismissal of the entire action (and the passage of time required to appeal an involuntary dismissal) by the moving party.

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

2.5. Assignment.

2.5.1. Right to Sell, Transfer, or Assign. Owner shall have the right, from time to time, to sell, transfer, or assign the Property in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410, et seq.) to any person, partnership, joint venture, firm, limited liability company, or corporation and, in connection therewith, to assign its rights under this Agreement, in whole or in part, to said person, partnership, joint venture, firm, limited liability company (collectively, the “Assigned Rights”) at any time during the term of this Agreement; provided, however, that any such sale, transfer, or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement that pertain to the Project Phase[s] that is the subject of such transfer, and be made in compliance with the following conditions precedent:
(a) No sale, transfer, or assignment of any right or interest under this Agreement (in whole or in part) shall be made unless made together with the transfer of all or a part of the Property, to which such rights or interests apply. (b) In connection with any such assignment of an Owner’s rights and obligations under this Agreement (in whole or in part), Owner shall notify City in writing at least sixty (60 days) in advance of any sale, transfer or assignment and shall provide City with a draft assignment and assumption agreement (“Assignment and Assumption Agreement”), in a form reasonably satisfactory to City, to be entered into by Owner, such assignee, and the City, pursuant to the terms of which such assignee shall expressly and unconditionally assume those duties, obligations, agreements, covenants, and waivers of Owner under this Agreement that are applicable to the Project Phase that is the subject of the portion of the Property, as applicable, being transferred, including, without limitation, the covenants not to sue and waivers contained in Sections 7.3.1 and 9.5.1 hereof (collectively, the “Assumed Obligations”). Notwithstanding the failure of any assignee to execute the Assignment and Assumption Agreement, as required by Section 2.5.1(b) above, the burdens of this Agreement (as they relate to the Project Phase that is the subject of the Property being transferred) shall be binding upon such transferee, but the City Council 28 – 208 9/16/2025
benefits of this Agreement shall not inure to such transferee unless the Assignment and Assumption Agreement is executed.
(c) The Executive Director for the Planning and Building Agency (the “Executive Director”) shall have the administrative authority to approve of the Assignment and Assumption Agreement and to determine whether Owner has complied with the above conditions, which approval and determination shall not be unreasonably withheld or conditioned.

The Executive Director shall use best efforts to approve of the Assignment and Assumption Agreement and to determine whether the Owner has complied with the above conditions within five (5) business days following receipt of Owner’s written request. The Executive Director’s failure to approve or disapprove the foregoing within thirty (30) days following the Executive Directors receipt of Owner’s written request shall constitute City’s approval of the same.

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

2.6. Administrative Changes and Modifications.

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

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

2.7. Amendment or Cancellation of Agreement. Except for Substantially Conforming Changes as defined by Section 2.6.2 above, this Agreement may be amended or modified from time to time only with the written consent of Owner and the City or their successors and assigns, and only upon approval of an amendment by the City Council after a public hearing in accordance with Government Code Section 65868. This provision shall not limit any remedy of City or Owner as provided by this Agreement.

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

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

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

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

2.8.4. Completion of the Project in accordance with the terms of this Agreement, which is hereby defined to be: (i) issuance by the City of all required occupancy permits and final approvals for occupancy for the Project’s 1,583 multi-family residential units, 80,000 square feet of commercial uses, and 300,000 square feet of office space. (ii) acceptance by City or applicable public agency of all required dedications in connection with same; and (iii) written notification by City to Owner that the Project is complete.

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

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

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2.9. Notices.

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

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

If to City:

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

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

Justin McCusker
C.J. Segerstrom and Sons
3315 Fairview Road
Costa Mesa, CA 92626
[email protected]
Copies to:

Spencer Kallick
Allen, Matkins, Leck, Gamble, Mallory, & Natsis, LLP
1901 Avenue of the Stars
Suite 1800
Los Angeles, CA 90067
[email protected]

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

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3. DEVELOPMENT OF THE PROPERTY.

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

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

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

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

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

1.1.17). These Future Project Approvals shall be consistent with the Existing Project Approvals and this Agreement as to the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes; however, the Future Project Approvals may include additional conditions that are lawful and appropriate to the type of Project Approval.

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

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

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

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

3.3. Reservation of Rights.

3.3.1. Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following are not Existing Land Use Regulations, but shall apply to the development of the Property as they are in effect at the time of application for Development Project Review Approvals, provided such regulations and/or fees (as applicable) are not designed in a manner such that they are applicable only, to the Project and/or Property:
(a) Processing fees and charges of every kind and nature imposed by City to cover the actual costs to City of processing applications for Project Approvals or for monitoring compliance with any Project Approvals granted or issued. (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure, provided that such procedural regulations do not conflict with the Project Approvals. (c) Regulations, policies, and rules governing engineering and construction standards and specifications applicable to public and private improvements, including, without limitation, all uniform codes adopted by the City and any local amendments to those codes adopted by the City, including, without limitation, the City’s Building Code, Plumbing Code, Mechanical Code, Electrical Code, and Grading Ordinance. (d) Regulations that are in material conflict with this Agreement but that are reasonably necessary to protect the residents of the Project or the immediate community from a condition perilous to their health or safety. To the maximum extent possible, any such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided under this Agreement.
(e) Regulations that are not in material conflict with this Agreement or the Development Plan. For avoidance of doubt, any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of development of the Property shall be deemed to materially conflict with the Development Plan and shall therefore not be applicable to the development of the Property.
(f) Regulations that are in material conflict with the Development Plan; provided Owner has given written consent to the application of such regulations to Development of the Property.

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(g) Regulations that impose, levy, alter or amend fees, or charges relating to consumers or end users, including, without limitation, trash can placement, service charges and limitations on vehicle parking.
(h) Regulations of other public agencies, including Development Impact Fees adopted or imposed by such other public agencies, although collected by City.

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

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

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

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

3.5. Timing of Development. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal. 3d 465 (1984), that the failure of the parties in that case to provide for the timing of development resulted in a later-adopted initiative restricting the timing of development to prevail over the parties’ agreement, it is the specific intent of the parties to provide for the timing of the Project in this Agreement. To do so, the parties acknowledge and provide that Owner shall have the right, but not the obligation, to complete the Project in such order, at such rate, at such times, and in as many development phases and sub-phases as Owner deems appropriate in its sole subjective business judgment, except for the following:

3.5.1. No building permits for residential units shall be issued in excess of 360 residential units unless and until Owner obtains building permits for at least 50,000 square feet of commercial development. Owner may construct commercial square footage beyond 50,000 square feet if and when such additional commercial development is supported by market conditions, as determined by Owner in its sole discretion. Owner understands that commercial development is a priority to the City and agrees to exercise its discretion in good faith.

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

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

4. PUBLIC AND COMMUNITY SAFETY BENEFITS.

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

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

4.2. Community Benefits.

4.2.1. Project Community Benefit Package. The Project will provide significant economic benefit to the City through additional jobs created by the construction and operation of the Project, property and sales tax revenue to the City, infrastructure improvements, neighborhood revitalization, and general economic benefit. In addition, Owner has agreed to provide the City with a Nine Million Three Hundred Thousand dollar ($9,300,000) payment (“Community Benefit Payment”), which Community Benefit Payment shall be allocated at the City’s sole discretion. The Community Benefit Payment shall be paid to City by Owner pursuant to the following schedule: (1) Two Million Five Hundred Thousand dollars ($2,500,000) prior to or concurrent with the issuance of the first demolition permit in furtherance of the Project’s first Specific Plan Phase (“Community Benefit Payment No. 1”); (2) Three Million Six Hundred Thousand dollars ($3,600,000) concurrent with the issuance of the first building permit in furtherance of the Project’s second Specific Plan Phase (“Community Benefit Payment No. 2”); (3) One Million Three Hundred Thousand dollars ($1,300,000) concurrent with the issuance of the first building permit in furtherance of the Project’s third Specific Plan Phase (“Community Benefit Payment No. 3”); and (4) One Million Nine Hundred Thousand dollars ($1,900,000) concurrent with the issuance of the first building permit in furtherance of the Project’s fourth Specific Plan Phase (“Community Benefit Payment No. 4”). If the City has not received Community Benefit Payment No. 2 on or before the date that is 36 months and one day from the issuance of the Certificate of Occupancy for the first Specific Plan Phase, then Community Benefit Payment No. 2 shall accrue simple interest at a rate of five percent (5%) per annum until such time as it is paid to the City. If the City has not received Community Benefit Payment No. 3 on or before the date that is 36 months and one day from the issuance of the Certificate of Occupancy for the second Specific Plan Phase, then Community Benefit No. 3 shall accrue simple interest at a rate of five percent (5%) per annum until such time as it is paid to the City. If the City has not received Community Benefit Payment No. 4 on or before the date that is 36 City Council 28 – 215 9/16/2025
months and one date from the issuance of the Certificate of Occupancy for the third Specific Plan Phase, then Community Benefit No. 4 shall accrue simple interest at a rate of five percent (5%) per annum until such time as it is paid to the City. Developer may commence construction of the Specific Plan Phases in any order. Notwithstanding the Specific Plan Phase order, Community Benefit Payment No. 1 shall be paid prior to or concurrent with the issuance of the first demolition permit in furtherance of any Specific Plan Phase.

4.2.2. Project Open Space. In accordance with the Specific Plan, Owner shall construct, own, and maintain the Project Open Space.
(a) Owner shall design the Project Open Space to promote biodiversity, extend thermal comfort, and to promote biophilic design, health, and wellness. (b) Owner shall provide a total minimum of two (2) free on-site events per year for the general public (e.g., concerts or farmers markets) including programming on sustainability and wellness, subject to Force Majeure events, as follows: a minimum of two (2) free events per year shall be provided commencing one year after the completion of Specific Plan Phase One as set forth in section 6.3.10 of the Specific Plan. Owner’s obligation under this Section shall terminate after 25 years after the commencement of the first free on-site event or upon termination of this Agreement whichever occurs later. (c) Owner shall record one or more open space easements against the Property for the benefit of the City concurrent with the recordation of the subdivision maps that implement a given Project Phase or Development phase, as contemplated by the Project Approvals.
(d) City shall provide Owner a credit against its park and open space fee obligations (e.g., Park Acquisition and Development Fee) for the hard and soft cost of all land, improvements, construction, operation, and maintenance associated with the Project Open Space.

In the event the Project Open Space is less than 7.5 acres, Owner must satisfy any required park and recreation fees or other obligations (including those specified in Chapter 35, Article IV of the Santa Ana Municipal Code) for the amount of the acreage shortfall as calculated by the City.

4.2.3. Construction Standards.
(a) Leadership in Energy and Environmental Design (LEED). The Project shall be constructed to a minimum LEED Silver standard, as established by the U.S. Green Building Council.
(b) Water Conservation. The Project shall include high-efficiency irrigation, native drought-tolerant plantings, low-flow plumbing fixtures, and Energy Star equipment and appliances.
(c) Electric Vehicle (“EV”) Parking. No less than 5% of all structured parking stalls in the Project shall be equipped with EV chargers. No less than 10% of all parking stalls located within the parking structures shall be EV ready with sufficient electrical infrastructure to enable the future installation of EV conduit and chargers.

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(d) Signage Program. Owner shall implement a signage program to promote mass transit, provide ride-share infrastructure & bike/e-mobility facilities. (e) Electrical Appliances: All individual residential units within the Project shall utilize electric or induction stoves, ovens, and clothing dryers. This obligation shall not apply to commercial, common area, or other non-residential uses. (f) Photovoltaic Panels: The Project shall incorporate photovoltaic panels on all residential components of the Project

5. HOUSING OPPORTUNITY ORDINANCE COMPLIANCE.

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

5.1.1. In-Lieu Fee. Owner shall make an in-lieu fee payment at the time of building permit issuance for each market rate residential unit contemplated by the building permit equal to five dollars ($5.00) per habitable square foot of each market rate residential unit.

6. REVIEW FOR COMPLIANCE.

6.1. Periodic Review.

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

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

6.1.2. The Annual Review shall include a progress report on the status of the implementation of the Project and the new tax revenue generated by the Project, including, but not limited to, the following:

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(a) Development and construction progress of the following uses and Project components:
(i) Site development
(ii) Public infrastructure,
(iii) Project design features,
(iv) Community benefits,
(v) Plaza,
(vi) Residential,
(vii) Commercial,
(viii) Office
(ix) Parking
(x) Philanthropic activities (education, culture, arts) (b) Reporting for items listed in Section 6.1.2(a) shall be include a table substantially similar to the following:

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

Reporting Period: 2026 – 1st Report
Year 1 of 20 of Agreement
Use Approved
SF/Units/Rooms
Total
Completed In
Period
Cumulative
Total
Completed
Remaining to
Be
Completed
Status & Look Ahead
Residential 1,583 100 200 1,383 On target with 300 to be completed in the next period
Commercial
New
Retail
Office
380,000
80,000
300,000
150,000
50,000
100,000
150,000
50,000
100,000
230,000
30,000
200,000
150k completed for Tenant X.
20-Year lease.

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

Reporting Period: 2026 – _____
Year 1 of 20 of Agreement
Revenue Total for Period Cumulative to
date
Percentage
increase over
2018 Base
Year
Status & Look Ahead
Property Tax
Property Tax
In-Lieu of
VLF
Sales Tax
Business
Tax
Franchise
Tax
UUT

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

6.3. Review Procedure.

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

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

6.3.3. If the Planning Commission finds on the basis of substantial evidence that Owner is in good-faith compliance with the terms of this Agreement, it shall confirm same and formally conclude the review by resolution. If the Planning Commission finds and determines on City Council 28 – 219 9/16/2025
the basis of substantial evidence that Owner has not complied in good faith with the terms and conditions of this Agreement:
(a) The Planning Commission shall provide written notice to Owner of such findings setting forth the nature of the problem and the actions, if any, required of Owner to cure such problem.
(b) If the problem can be cured and Owner fails to take such actions and cure such problem within sixty (60) days after of the effective date of the Planning Commission’s notice or, in the event that such problem cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such problem within such sixty (60) day period and to diligently proceed to complete such actions and cure such problem, then the Planning Commission may recommend to the City Council modification or termination of this Agreement.
(c) Owner may appeal a Planning Commission determination pursuant to this Section 6.3.3 pursuant to City’s rules for consideration of appeals in zoning matters then in effect. If a Planning Commission determination is appealed, any cure ordered by the Planning Commission shall be tolled until a decision is reached by the City Council on the appeal. Notice of default as provided under Section 7 of this Agreement shall be given to such Owner prior to or concurrent with proceedings under Section 6.4 and Section 6.5.

6.4. Proceedings Upon Modification or Termination. If, upon a finding under Section 6.3, City determines to proceed with modification or termination of this Agreement, City shall give written notice to Owner of its intention so to do. The notice shall be given at least ten (10) calendar days prior to the scheduled hearing and shall contain:

6.4.1. The time and place of the hearing;

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

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

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

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

6.6. Certificate of Agreement Compliance.

6.6.1. If, at the conclusion of a Periodic or Special Review, Owner is found to be in compliance with this Agreement, City shall, upon request by Owner, issue a Certificate of Agreement Compliance (“Certificate”) to Owner stating that after the most recent Periodic or Special Review and based upon the information known or made known to the City Manager and City Council 28 – 220 9/16/2025
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Owner’s Initials

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

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST

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

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

7.3. Termination or Modification of Agreement for Default of an Owner. City may terminate or modify this Agreement for any failure of Owner to perform any material duty or obligation of Owner under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as “default”); provided, however, City may terminate or modify this Agreement pursuant to this Section 7.3 only after providing written notice to Owner of default setting forth the nature of the default and the actions, if any, required by Owner to cure such default and, where the default can be cured Owner has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default.

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

7.4. Voluntary Termination of Agreement by SCP. In the event SCP determines, in its sole discretion, prior to issuance of the first demolition permit implementing the first Specific Plan Phase, that it no longer wishes to proceed with the Project pursuant to the terms of this Agreement, SCP may terminate this Agreement by providing the City with 30 days written notice. Notwithstanding this or other provisions herein, SCP’s indemnity and defense obligations shall survive such termination for the later of twelve (12) months or expiration of the statute of City Council 28 – 222 9/16/2025
limitations on any and all potential causes of action against the City as set forth in Section 8 of this Agreement.

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

8. LITIGATION

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

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

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

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

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

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

9. MORTGAGEE PROTECTION.

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

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

9.1.2. Request for Notices of Default by Mortgagee. The Mortgagee of any mortgage or deed of trust encumbering the Property or any part thereof, which Mortgagee, has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by the applicable Owner in the performance of such Owner’s obligations under this Agreement.

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

9.1.4. Lender Protection Provisions.
(a) Notices to Mortgagees; Mortgagee’s Right to Cure.
(i) Notices to Mortgagees. City shall send to each Mortgagee which has provided City written notice of its name and address, in the manner provided by Section 9.1 above, a true, correct and complete copy of any written notice sent to Owner of a default by Owner under this Agreement at the same time as and whenever any such notice of default shall be given by City to Owner, addressed to such Mortgagee at the address last furnished to City by such Mortgagee. Owner irrevocably directs that City accept, and City agrees to accept, performance and compliance by any such Mortgagee of and with any term, covenant, agreement, provision, condition or limitation on Owner’s, part to be kept, observed or performed hereunder with the same force and effect as though kept, observed or performed by Owner provided that such performance and/or compliance is made in accordance with the provisions of Section 10.1.4 below.

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(ii) Mortgagee’s Right to Cure. Notwithstanding anything stated to the contrary in this Agreement, this Agreement shall not be terminated as to any Project Phase because of a default or breach hereunder on the part of Owner until and unless:
(1) written notice of any such default or breach has been delivered to Mortgagee in accordance with the provisions of Section 9.1.4(a)(i) above, (2) with respect to a default or breach that is curable solely by the payment of money, Mortgagee, Owner have failed to cure such default or breach within thirty (30) days following the expiration of any of Owner’s notice and cure periods set forth herein, and
(3) with respect to a default or breach that is not curable solely by the payment of money, Mortgagee, Owner have failed to cure such default or breach within ninety (90) days following the expiration of any of Owner’s notice and cure periods set forth herein or, if such default or breach is curable but cannot be cured within such time period, (i) Mortgagee has failed to notify City within such ninety (90) day time period that Mortgagee intends to cure such default or breach, (ii) Mortgagee fails to commence to cure such default or breach within such ninety (90) day period, or (iii) Mortgagee fails to diligently prosecute such cure to completion. It is expressly understood and agreed that no Mortgagee shall have any obligation hereunder to cure or complete any cure of any breach or default by Owner hereunder. (b) Permitted Transfers to Mortgagee.
(i) Notwithstanding anything stated to the contrary in this Agreement, the following transfers shall be permitted and shall not require the approval or consent of City:
(1) A transfer of the Property (and the concurrent transfer of the Owner’s rights under this Agreement with respect to the Project Phase provided the conditions in Section 2.5.1 hereof have been complied with as to such Project Phase), at a foreclosure sale under a Mortgage, whether pursuant to the power of sale contained therein or a judicial foreclosure decree, or by an assignment in lieu of foreclosure, or
(2) Any subsequent transfer by a Mortgagee (or its nominee or designee if the Mortgagee, or such nominee or designee, is the purchaser at such foreclosure sale or under such assignment in lieu of foreclosure) with respect to the Property, and the concurrent transfer of the Owner’s rights under this Agreement with respect to the Project Phase that is transferred, provided that the conditions in Section 2.5.1 hereof have been complied with as to such Project Phase.
(ii) Any transferee arising from any transfer permitted above shall be liable to perform the obligations of Owner, as applicable, under this Agreement only so long as such transferee holds title to the Property, provided that upon any such conveyance of title, such transferee's transferee expressly assumes and agrees to perform all of the obligations of this Agreement first arising after the date of such conveyance to the extent applicable to the Project Phase.
(iii) Following the transfer, if any, described in Section 9.1.4(b)(i) above, all non-curable defaults existing under this Agreement prior to such transfer shall be deemed waived without further notice or action of any party.

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(c) Rights of Mezzanine Lender. Any lender that makes a loan to Owner or to any entity holding an interest in Owner, direct or indirect, that is secured by a pledge of equity interests in Owner, direct or indirect, shall be entitled to all of the rights and remedies under this Section 9.1.4 that are afforded to a Mortgagee under this Agreement, (i) provided that Owner shall have provided to City written notice setting forth the name and address of any such lender, and (ii) except that such rights and remedies shall be subject and subordinate to the rights of any Mortgagee, and shall not impair any of the rights and remedies afforded any Mortgagee, hereunder.

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

10. MISCELLANEOUS PROVISIONS.

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

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

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

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

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

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

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

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

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

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

10.11. Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by: (1) strikes, lockouts or labor disputes; (2) inability to obtain labor or materials or reasonable substitutes therefor (including as a result of freight embargos); (3) inclement weather which delays or precludes construction; (4) acts of God, including but not limited to earthquakes, or the public enemy or civil commotion; (5) condemnation, (6) fire or other casualty; (7) shortage of fuel, electricity or natural gas; (8) action or nonaction of public utilities or of local, state or federal governments, affecting the work, including, but not limited to, any delays in the permitting process as a result of the action or inaction of such governmental authorities including government shutdown for a period of time of one (1) week or more; (9) criminal acts or acts of terrorism; or (10) pandemic or government imposed quarantine (11) other conditions similar to those enumerated above which are beyond the reasonable anticipation or control of such Party, or other causes beyond the Party’s reasonable control. If any such events shall occur, the term of this Agreement and the time for performance shall be extended for the duration of each such event , provided that the Term of this Agreement shall not be extended pursuant to this section for more than five (5) years.

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

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

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

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

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

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

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

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

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

10.21. Authority to Execute. The person or persons executing this Agreement on behalf of Owner warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind Owner to the performance of its obligations hereunder.
[Signatures on following pages]
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City Attorney
Dated: _______________
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EXHIBIT “A”
(Legal Description of the Property)
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EXHIBIT “B”
(Map of the Property)
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EXHIBIT “C”
Development Plan and list of Project Approvals
Development Plans and entitlement applications as presented in the City Staff Report Dated _______ are incorporated herein by reference. Project Approvals include, but may not be limited to, the following entitlements:

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

2. The “ Village Santa Ana” Specific Plan, dated April 2025, adopted by the City Council on DATE, by way of Ord. No. XX-XXXX.

3. The Vesting Tentative Tract Map, dated XXXX, adopted by Resolution No. XXXX.

4. The Zoning Map Amendment, adopted by the City Council on Date, by way of Ord. No. XXXXXX.

City Council 28 – 235 9/16/2025
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RESOLUTION NO. 2025-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA ANA APPROVING VESTING TENTATIVE TRACT
MAP NO. 2025-06 (COUNTY MAP NO. 2023-159), AS

CONDITIONED, FOR THE VILLAGE SANTA ANA SPECIFIC
PLAN PROJECT GENERALLY LOCATED AT 1561 W.

SUNFLOWER AVENUE

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

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

B. The project site is located along the southern edge of the City of Santa Ana (“City”), on the northeast corner of West Sunflower Avenue and South Bear Street, transected by South Plaza Drive. The project site includes 11 addresses (1561, 1611, 1621, 1631, 1641, and 1661 W. Sunflower Avenue, 3820, 3840, and 3951 S. Plaza Drive, and 3811 and 3851 S. Bear Street) and seven parcels (412-131-10, 412-131-20, 412-131-21, 412-451-01, 412- 451-02, 412-451-03, and 412-451-04), collectively referred to as 1561 W.

Sunflower Avenue (“Project Site”).

D. The Project entails, among other things: (1) demolition of the existing structures on the Project Site and (2) redevelopment of the Project Site into an urban village containing up to 1,583 residential units, 80,000 square feet of commercial/retail space, and 300,000 square feet of office space, including 7.5 acres of publicly accessible open space and on-site parking and landscaping.

E. Subdivision requests are governed by Chapter 34 (Subdivisions) and Chapter 41 (Zoning) of the Santa Ana Municipal Code (SAMC) and the California Subdivision Map Act (SMA).

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F. Pursuant to Section 34-127 of the SAMC, approval of a VTTM application is required for projects proposing to create four or more parcels by the Planning Commission. However, since the Project requires review of other entitlements by the City Council, the Planning Commission serves as an advisory body on such matter.

G. On August 11, 2025, the Planning Commission of the City of Santa Ana held a duly-noticed public hearing on VTTM No. 2025-06 and recommended that the City Council adopt a resolution approving VTTM No. 2025-06, as conditioned.

H. On September 16, 2025, the City Council of the City of Santa Ana held a duly-noticed public hearing on VTTM No. 2025-06.

I. The City Council of the City of Santa Ana determines that the following findings, in accordance with sections 66473.5 and 66474 of the SMA and Section 34-127 of the SAMC, which must be established in order to approve VTTM No. 2025-06, have been established:
1) The proposed project and its design and improvements are consistent with the General Plan land use designation and are otherwise consistent with all other elements of the General Plan.

The Project and its design and improvements are consistent with the General Plan land use designation of District Center – High (DC-5), which allows a maximum floor area ratio of 5.0 and up to 125 dwelling units per acre. In addition, the Project supports several goals and policies of the General Plan. Specifically, the Project is consistent with General Plan Land Use Element (LU) Goal 1, which encourages projects that improve quality of life and respects the existing community. Policy LU-1.2 of the LU supports innovative
development policies to expand homeownership opportunities at all income levels. Policy LU-4.7 of the LU encourages the development of mixed-income developments with mixed housing types to create inclusive communities and economically diverse neighborhoods.

Lastly Policy 2.5 of the Housing Element supports diverse types, prices, and sizes of housing.
2) The proposed project conforms to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances.

The Project is consistent with the development standards specified within the Project’s proposed Specific Plan (SP-6), including land use, height, minimum development site area, building frontages, publicly accessible open space, private/common open space, building setbacks, and parking and access. Further, the access and egress for the Project has been thoroughly reviewed by the Public City Council 28 – 237 9/16/2025
Resolution No. 2025-XXX

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Works Agency for compliance with all applicable development standards.
3) The project site is physically suitable for the type and density of the proposed project.

There are no physical constraints on the Project Site that would preclude development. The Project Site consists of approximately

17.2 acres of land and is physically suitable for the proposed development. The lot size, density, width, and lot coverage are consistent with the existing surrounding properties in the neighborhood and with proposed SP-6 development standards. 4) The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure to fish or wildlife of their habitat.

The design and improvements of the proposed Project will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. The Project is located in an urbanized area, and there are no known fish or wildlife populations existing on the Project Site. Therefore, the proposed subdivision will not cause any substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. 5) The design or improvements of the proposed project will not cause serious public health problems.

The design or improvements of the proposed Project will not cause serious health problems. The subdivision will not have any detrimental effects upon the general public. The property will include necessary utilities and infrastructure improvements as required by the SAMC and SMA.
6) The design or improvements of the proposed project will not conflict with easements necessary for public access through or use, of property within the proposed project.

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

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was made available for public review for 52 days between April 17, 2025 and June 9, 2025. The document was made available online at the City of Santa Ana website and available for review at City Hall and the Southwest Senior Center in hard copy form. In response to comments received on the Draft SEIR, the City prepared a Final SEIR and released it to the public on August 4, 2025. The Final SEIR in the City Council Resolution approving the Final SEIR is incorporated herein by reference. The City Council Resolution recommends certification of the Final SEIR (SCH No. 2020029087), adoption of findings under CEQA, and adoption of the Mitigation Monitoring and Reporting Program and the Statement of Overriding Considerations, and among other things, properly assesses the environmental impact of the Project in accordance with CEQA. This Resolution incorporates by reference the environmental findings and analysis set forth in the Resolution for the Final SEIR (SCH No. 2020029087) as if fully set forth herein.

Section 3. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves VTTM No. 2025-06, as conditioned in Exhibit A, attached hereto and incorporated herein for the Project at the Project Site, and as illustrated and attached hereto and incorporated herein as Exhibit B. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: The Request for City Council Staff Report dated September 16, 2025, and October 7, 2025, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference.

Section 4. This Resolution shall not be effective unless and until the City Council Resolution for Final SEIR No. 2025-01 (SCH No. 2020029087), the City Council Ordinance for Development Agreement No. 2025-01, the City Council Ordinance for Amendment Application No. 2025-01, and the City Council Resolution to Overrule of Orange County John Wayne Airport Land Use Commission’s Determination of Inconsistency for the Project are adopted and become effective. Further, if said resolutions and ordinances are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise do not go into effect for any reason, then this Resolution shall be null and void and have no further force and effect.

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

Section 7. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively “Actions”), brought against City Council 28 – 239 9/16/2025
Resolution No. 2025-XXX

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the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the Project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve the legal counsel providing the City’s defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action.

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

ADOPTED this _____ day of _______________, 2025.
_________________________
Valerie Amezcua
Mayor
APPROVED AS TO FORM:

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

NS-XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on ____________________, 2025.

Date: _______________ _________________________
Jennifer L. Hall
City Clerk
City of Santa Ana
City Council 28 – 241 9/16/2025
Resolution No. 2025-XXX

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Exhibit A
Conditions for Approval for Vesting Tentative Tract Map No. 2025-06 Vesting Tentative Tract Map (VTTM) No. 2025-06 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. The Applicant shall comply with each and every condition listed in order to exercise the rights conferred by this vesting tentative tract map. The Applicant shall remain in compliance with all conditions listed below throughout the life of the Project. Failure to comply with each and every condition may result in the revocation of the vesting tentative tract map.

VTTM No. 2025-06 has been processed concurrently with the Village Santa Ana Specific Plan (SP-6). The VTTM will create the basis for the legal lots for each development Parcel and rights-of-way dedications. In accordance with the subdivision map, the Owner shall be subject to the following standards and conditions:

1. Applicant shall record all legal documents for street dedications along Sunflower Avenue, Bear Street, and Plaza Drive, and all other interior streets/drive aisles that intersect with public streets in a form agreeable to the City of Santa Ana.

2. Applicant shall comply with all applicable recommendations as identified by the Traffic Circulation Analysis (TCA) dated March 26, 2025, and attached hereto as reference as Exhibit C.

3. Applicant shall comply with the applicable recommendations as identified by the Parking Management Plan (PMP) prepared March 26, 2025, and attached hereto as reference as Exhibit D.

4. Applicant shall complete an approved preliminary Water Quality Management Plan (WQMP) approved by the Public Works Agency.

5. Applicant shall obtain an approval from Republic Services and the City on trash circulation and collection.

6. Applicant shall construct public improvements as specified on the Vesting Tentative Tract Map, including, but not limited to, street widenings, sidewalks, landscaping, irrigation, bus stop pads and shelters, asphalt pavement, raised medians, traffic signals and stops, crosswalks, street lights, bicycle facilities, and pedestrian facilities, as determined by the Executive Director of the Public Works Agency.

7. Applicant shall construct, at their sole expense, new public water mains, sized in accordance with the hydraulic study recommendations and as approved by the Water Resources Manager.

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8. Applicant shall construct, at their sole expense, new connections and public sanitary sewer to convey Project wastewater in accordance with the sewer study recommendations and as approved the Water Resources Manager.

9. Public improvements constructed in phases shall be designed to accommodate appropriate transitions between phases in a manner that ensures the safety of the traveling public. Temporary improvements shall be designed and built in accordance with all City standards. Detailed engineered plans for all improvements must be submitted to the Public Works Agency for review and approval by the Executive Director of the Public Works Agency or designee. Phasing improvements shall apply the following:
a. Maintain ADA pedestrian paths between each phase (as contemplated by the Development Approvals) throughout the development project and along the perimeter public streets of the Project; and
b. Maintain bikeway connectivity between each phase (as contemplated by the Development Approvals) throughout the development project and along the perimeter public streets of the Project.

10. Applicant shall contribute a fair share contribution for public improvements and payment shall be made in accordance with the TCA and as determined by the Executive Director of the Public Works Agency.

11. All public improvements will require engineered plans to be approved by the Public Works Agency and permits issued for such improvements. Improvements will be in conformance with City standards, rules and regulations in place at time of plan approvals.

12. Applicant shall enter into a Right of Way maintenance agreement, conforming to the City’s standard Right of Way maintenance agreement. Through the agreement, Owner agrees to maintain the new public sidewalks, parkways, irrigation, landscaping, trees, furnishings, waste receptacles, weed abatement, graffiti removal and vandalism, specialty pavement, and specialty lighting above and beyond standard street lights along the Project’s frontage on Sunflower Avenue, Plaza Drive, and Bear Street. Owner may elect to, but is not obligated to, install specialty lighting above and beyond standard street lights along the Project’s frontage. If Owner installs standard street lights, City shall operate and maintain same at City’s cost. If Owner installs specialty lighting, Owner shall operate and maintain same at Owner’s cost. The Right of Way maintenance agreement shall not obligate Owner to maintain any street medians, street signals, street signs, nor to remove City’s obligation to provide police and public safety monitoring and/or enforcement on the public sidewalks and medians.

13. Prior to receiving building permits for each individual building, Applicant shall pay all development impact fees associated with each building that is the subject of said building permit.

City Council 28 – 243 9/16/2025
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14. Prior to receiving building permits for the first Implementing Project on each Phase, Applicant shall submit to the City either a cash deposit or public improvements agreement and bond in the amount of the cost of public improvements per each Phase of the Project. The total amount will be in accordance with the Applicant’s engineer’s cost estimate and approved by the Public Works Agency. The City will release deposit and/or bond as Owner completes related improvements to the City’s satisfaction.

15. Any proposed change to this tentative tract map must be submitted to the Planning Division and Public Works Agency for review. At that time, staff will determine if administrative relief is available or if the tentative tract map must be amended.

16. The Project shall comply with all applicable mitigation measures as identified by the Mitigation Monitoring and Reporting Program of the Supplemental Environmental Impact Report (SEIR) for the Village Santa Ana Specific Plan (SCH No. 2020029087).

17. The Applicant must submit Covenants, Conditions and Restrictions (CC&Rs) for the Project to the Planning Division for review and approval prior to the Final Map being recorded for any portion of phase of the Specific Plan area.

18. The Final Map must be approved and recorded prior to issuance of Certificate of Occupancy or permit finals for any building or structure on any phased final map portion of the subdivision area.

19. The Final Map and all improvements required to be made or installed by the subdivider must be in accordance with the design standards and specifications of the Santa Ana Municipal Code and the requirements of the State Subdivision Map Act.

20. Two copies of the recorded Final Map and CC&Rs shall be submitted to the Planning Division, Building Division, Public Works Agency and Orange County Fire Authority (OCFA) within 10 days of recordation.

21. A “Notice of Airport in Vicinity” shall be included in all lease/rental agreements, and the applicant shall post outdoor signage informing the public of the presence of operating aircraft, which demonstrates further compliance with the Orange County/John Wayne Airport Environs Land Use Plan and to minimize potential future noise complaints.

22. The Applicant shall submit a construction phasing plan for each development within the Specific Plan area prior to the issuance of building permits for any grading, excavation, or above-ground construction. Said plan shall be accompanied by a site plan illustrating any phasing, temporary closures, construction material and equipment staging areas, construction hours, and other information as requested by the City for the benefit of understanding any temporary impacts resulting from construction activities.

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23. The Applicant shall record, as determined to be necessary, an avigation easement with the City of Santa Ana and the County of Orange in a template and form agreeable to the City of Santa Ana, the County of Orange, and the Applicant, prior to issuance of building permits for above-ground construction.

24. The Applicant shall record one or more open space easements against the Property for the benefit of the City concurrent with the recordation of the subdivision maps that implement a given Project Phase or Development phase, as contemplated by the Project Approvals. Such easements shall not be retired until the property is no longer zoned by the Specific Plan, or zoned or used for residential purposes.

25. Subject to review and applicability by the Planning and Building Agency, the Community Development Agency, the Public Works Agency, and the City Attorney, to ensure that the property and all improvements located thereupon are properly maintained, Applicant (and the owner of the property upon which the authorized use and/or authorized improvements are located if different from the Applicant) shall execute a Property Maintenance Agreement. The Agreement shall be recorded against the property by the City and shall be in a form reasonably satisfactory to the City Attorney. The executed Agreement must be recorded prior to the issuance of any building permits. The Agreement shall contain covenants, conditions and restrictions relating to the following:
a. Compliance with operational conditions applicable during any period(s) of construction or major repair (e.g., proper screening and securing of the construction site; implementation of proper erosion control, dust control and noise mitigation measure; adherence to approved Project phasing, etc.); b. Compliance with ongoing operational conditions, requirements and restrictions, as applicable (including, but not limited, to hours of operation, security requirements, the proper storage and disposal of trash and debris, enforcement of the parking management plan, and/or restrictions on certain uses);
c. Ongoing compliance with approved design and construction parameters, signage parameters and restrictions as well as landscape designs, as applicable;
d. Ongoing maintenance, repair and upkeep of the property and all improvements located thereupon (including but not limited to controls on the proliferation of trash and debris on or about the property; the proper and timely removal of graffiti; the timely maintenance, repair and upkeep of damaged, vandalized and/or weathered buildings, structures and/or improvements; the timely maintenance, repair and upkeep of exterior paint, parking striping, lighting and irrigation fixtures, walls and fencing, publicly accessible bathrooms and bathroom fixtures, landscaping and related landscape improvements and the like, as applicable);
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e. If Applicant and the owner of the property are different (e.g., if the Applicant is a tenant or licensee of the property or any portion thereof), both the Applicant and the owner of the property shall be signatories to the Agreement and both shall be jointly and severally liable for compliance with its terms;
f. The Agreement shall further provide that any party responsible for complying with its terms shall not assign its ownership interest in the property or any interest in any lease, sublease, license or sublicense, unless the prospective assignee agrees in writing to assume all of the duties, obligations and responsibilities set forth under the Agreement; and g. The Agreement shall contain provisions relating to the enforcement of its conditions by the City and shall also contain provisions authorizing the City to recover costs and expenses which the City may incur arising out of any enforcement and/or remediation efforts which the City may undertake in order to cure any deficiency in maintenance, repair or upkeep or to enforce any restrictions or conditions upon the use of the property. The Agreement shall further provide that any unreimbursed costs and/or expenses incurred by the City to cure a deficiency in maintenance or to enforce use restrictions shall become a lien upon the property in an amount equivalent to the actual costs and/or expense incurred by the City.

City Council 28 – 246 9/16/2025
City Council 28 – 247 9/16/2025
City Council 28 – 248 9/16/2025
City Council 28 – 249 9/16/2025
City Council 28 – 250 9/16/2025
City Council 28 – 251 9/16/2025
City Council 28 – 252 9/16/2025
Exhibit C
The Traffic Circulation Analysis for The Village Santa Ana Specific Plan (SP-6) is available Online on the City’s Project webpage at https://www.santa-ana.org/specificplan-the-village-santa-ana/. .

Physically at:

City of Santa Ana, Planning Division Counter
20 Civic Center Plaza, M-20
Santa Ana, CA 92701
City Council 28 – 253 9/16/2025
Exhibit D
The Parking Management Plan for The Village Santa Ana Specific Plan (SP-6) is available Online on the City’s Project webpage at https://www.santa-ana.org/specificplan-the-village-santa-ana/.

Physically at:

City of Santa Ana, Planning Division Counter
20 Civic Center Plaza, M-20
Santa Ana, CA 92701
City Council 28 – 254 9/16/2025
Resolution No. 2025-XXX

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RESOLUTION NO. 2025-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

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

THAT THE VILLAGE SANTA ANA SPECIFIC PLAN
PROJECT GENERALLY LOCATED AT 1561 W.

SUNFLOWER AVENUE, IS INCONSISTENT WITH THE

AIRPORT ENVIRONS LAND USE PLAN FOR JOHN WAYNE

AIRPORT, INCLUDING SUPPORTIVE FINDINGS

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

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

B. The project site is located along the southern edge of the City of Santa Ana (“City”), on the northeast corner of West Sunflower Avenue and South Bear Street, transected by South Plaza Drive. The project site includes 11 addresses (1561, 1611, 1621, 1631, 1641, and 1661 W. Sunflower Avenue; 3820, 3840, and 3951 S Plaza Drive; and 3811 and 3851 S. Bear Street) and seven parcels (412-131-10, 412-131-20, 412-131-21, 412-451-01, 412- 451-02, 412-451-03, and 412-451-04), collectively referred to as 1561 W.

Sunflower Avenue (“Project Site”).

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E. The City is located partially within the area contained within the scope of the Airport Environs Land Use Plan (AELUP) for John Wayne Airport (JWA).

F. Consistent with the requirements of California Public Utilities Code (PUC) Section 21676 et seq., because a portion of the proposed Project is within the area covered by the AELUP, subsequent to its introduction, the Project was submitted to the Orange County Airport Land Use Commission (ALUC) for consideration of the Project’s consistency with the AELUP.

G. At its meeting on June 19, 2025, the ALUC determined that the Project is inconsistent with the AELUP of JWA.

H. On July 16, 2025, the City provided a notice of intent to overrule ALUC’s determination of inconsistency pursuant to PUC Section 21676, subdivision (b).

I. On August 12, the Division of Aeronautics of the California Department of Transportation (Caltrans) provided a response to the City’s notice of intent to overrule ALUC’s inconsistency determination.

J. On August 15, 2025, ALUC provided a response to the City’s notice of intent to overrule ALUC’s inconsistency determination and submitted additional comments.

K. Pursuant to PUC sections 21670 and 21676, if an ALUC determines that a proposed adoption or amendment of a specific plan or zoning ordinance is inconsistent with an AELUP, the referring local agency may, after a public hearing, propose to overrule the ALUC by a two-thirds vote of its governing body, upon making specific findings that the proposed action is consistent with the purposes of the PUC Section 21670.

L. Pursuant to City Council direction given at a City Council meeting on July 15, 2025, City staff has provided appropriate notice of the City Council’s intent to overrule the ALUC’s determination.

M. On September 16, 2025, the City Council held a duly-noticed public hearing regarding the City Council’s intent to overrule the ALUC’s determination of inconsistency.

N. The City Council finds that the Project is in the best interests of the City and is consistent with the purposes set forth in Public Utilities Code Section 21670.

Section 2. The City prepared a Draft Supplemental Environmental Impact Report (Draft SEIR) that analyzed the Project’s environmental impacts in accordance with the California Environmental Quality Act (Public Resources Code, §§ 21000 et seq., CEQA), the regulations promulgated thereunder (14 Cal. Code of Regulations, §§ 15000 et seq., the CEQA Guidelines), and the City’s Local CEQA Guidelines. The Draft SEIR was made available for public review for 52 days between April 17, 2025 and June 9, 2025. The document was made available online at the City of Santa Ana website and available for City Council 28 – 256 9/16/2025
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review at City Hall and the Southwest Senior Center in hard copy form. In response to comments received on the Draft SEIR, the City prepared a Final SEIR and released it to the public on August 4, 2025. The Final SEIR in the City Council Resolution approving the Final SEIR is incorporated herein by reference. The City Council Resolution recommends certification of the Final SEIR (SCH No. 2020029087), adoption of findings under CEQA, and adoption of the Mitigation Monitoring and Reporting Program and the Statement of Overriding Considerations, and among other things, properly assesses the environmental impact of the Project in accordance with CEQA. This Resolution incorporates by reference the environmental findings and analysis set forth in the Resolution for the Final SEIR (SCH No. 2020029087) as if fully set forth herein.

Section 3. The City Council is required to provide findings of fact supporting the overrule of ALUC’s determination of inconsistency as required by PUC Section 21676, subdivision (b). The City Council of the City of Santa Ana hereby adopts the findings set forth in Exhibit A to this Resolution, attached hereto and incorporated herein by this reference (the “Findings”).

Section 4. Based on these Findings and the associated substantial evidence in the public record, the City Council of the City of Santa Ana hereby finds that the proposed action by the City on the Project is consistent with the purposes of the State Aeronautics Act as stated in PUC Section 21670, and consistent with the AELUP.

Section 5. Based on the above evidence and Findings made, and the remainder of the record in this matter, the City Council of the City of Santa Ana hereby overrules the ALUC's determination that The Village Santa Ana Specific Plan Project (SP-6) is inconsistent with AELUP.

Section 6. This Resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall attest to and certify the vote adopting this Resolution.

Section 7. The documents and materials associated with this Resolution that constitute the record of proceedings on which these findings are based are located at Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, CA 92701. The City Clerk is the custodian of records for the record of proceedings.

Section 8. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively “Actions”), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the Project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code City Council 28 – 257 9/16/2025
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of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve the legal counsel providing the City’s defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action.

ADOPTED this day of , 2025.

Valerie Amezcua
Mayor
APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney
By:

Melissa M. Crosthwaite
Senior Assistant City Attorney
AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTENTIONS: Councilmembers:

City Council 28 – 258 9/16/2025
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CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, Jennifer L. Hall, City Clerk, do hereby attest to and certify the attached Ordinance No.

NS-XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , 2025.

Date:

Jennifer L. Hall
City Clerk
City of Santa Ana
City Council 28 – 259 9/16/2025
Resolution No. 2025-XXX

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Exhibit A

FINDINGS OF FACT
SUBJECT:

CITY OF SANTA ANA NOTICE OF INTENT TO OVERRULE THE ORANGE COUNTY AIRPORT LAND USE COMMISSION’S DETERMINATION OF INCONSISTENCY FOR

THE VILLAGE SANTA ANA SPECIFIC PLAN PROJECT
I. INTRODUCTION:

The City of Santa Ana (“City”) is required to provide findings supporting the overrule of the Orange County Airport Land Use Commission's (ALUC) determination of inconsistency as required in the California Public Utilities Code (PUC) Section 21676(b).

Based on the following Findings of Fact and the associated substantial evidence in the public record, the proposed action by the City on the Village Santa Ana Specific Plan Project ("Project") is consistent with the purposes of the State Aeronautics Act as stated in PUC Section 21670, which provides, in relevant part:

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

II. FRAMEWORK:

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

A. To provide for the orderly development of JWA and the area surrounding the airport, the ALUC adopted the 2008 Airport Environs Land Use Plan (AELUP) for John Wayne Airport (JWA) on April 17, 2008. The AELUP for JWA guides development proposals to provide for orderly development of the airport and the area surrounding the airport through implementation of the standards in Section

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

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

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

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

D. The City of Santa Ana is required to provide findings supporting the overrule of the Orange County ALUC determination as required in PUC Section 21676(b). Based on the following Findings of Fact and the associated substantial evidence in the public record, the proposed action by the City on the Project at 1561 W. Sunflower Avenue and related zoning change (amendment application) are consistent with the purposes of the State Aeronautics Act as stated in PUC Section 21670.

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

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

G. The ALUC has adopted FAR Part 77 as the criteria for determining height restrictions in Orange County. FAR Part 77 requires notification to FAA for any project that would be more than 200 feet in height above ground level or within the imaginary surface of a 100:1 slope extending outward for 20,000 feet from the nearest runway. Here, the Project site is located within the 206-foot-high imaginary surface area for JWA, and the proposed mixed-use buildings that are a part of the Project would be a maximum of 25 stories high, with the tallest point on the buildings being 315 feet above the existing ground level. Thus, FAA notification is required.

H. On June 19, 2025, the City of Santa Ana presented the Project to the ALUC for a determination of consistency with the JWA AELUP.

I. The ALUC staff report for that hearing recommended that the ALUC find the proposed Project consistent with AELUP issues of aircraft noise, flight tracks and safety, and heliports. The staff report noted that with regard to AELUP issues of City Council 28 – 261 9/16/2025
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height restrictions, the Project is inconsistent per Section 2.1.3 of the AELUP, which states that “a Determination of No Hazard to Air Navigation does not automatically equate to a Consistency determination by the ALUC and that the Commission may find a project Inconsistent based on an Obstruction determination”, and Section 3.2.1 of the AELUP, which states that “within the boundaries of the AELUP, any land use may be found to be inconsistent with the AELUP which…permits structures of excessive height in areas which would affect adversely the continued operation of the airport; or permit activities or facilities that would affect adversely aeronautical operations.” The proposed Project would allow buildings up to 25 stories and/or 315 feet, which would penetrate the FAR Part 77 Horizontal Obstruction Imaginary Surface for JWA.

J. On June 19, 2025, the ALUC held a public hearing and, by unanimous vote, adopted a resolution finding the Project inconsistent with the AELUP for the stated reasons set forth in the staff report.

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

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

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

III. FINDINGS OF FACT
A. The Village Santa Ana Specific Plan Project. The Project consists of a specific plan for a 17.2-acre site to allow for up to 1,583 residential units (encompassing approximately 1,850,000 square feet of building space), 80,000 square feet of retail space, 300,000 square feet of office space, and over 7.5 acres of common open space. The Project requires discretionary approval of a tentative tract map, amendment application (zone change) for a specific plan, development agreement. The specific plan contains permissive uses and development standards, but does not specify exact locations and heights of each implementing development that falls within the scope of the specific plan.

B. The comments in ALUC’s staff report and ALUC’s determination of inconsistency found the Project inconsistent with AELUP for JWA per Section 3.2.1 because the Project would allow buildings up to 25 stories and/or 315 feet which would penetrate the FAR Part 77 Horizontal Obstruction Imaginary Surface for JWA.

C. During the June 19, 2025 ALUC hearing on the Project, City staff and the project applicant provided supplemental information about the nature of a specific plan, how implementing projects will be reviewed, information on existing high-rises in the vicinity, and FAA notification requirements for buildings exceeding 200 feet in City Council 28 – 262 9/16/2025
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height, and that conditions of approval for the Project would contain a condition requiring “Notice of Airport in Vicinity,” to be included in all lease/rental agreements and post outdoor signage informing the public of the presence of operating aircraft, which demonstrates further compliance with the AELUP and to minimize potential future noise complaints. Despite this information, the ALUC voted to find the Project inconsistent per Sections 2.1.3 and 3.2.1 of the AELUP.

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

1. Noise. The residential and commercial land uses under the proposed Project are consistent with the aircraft noise standards of the AELUP and the requirements of PUC Section 21670.
a. The Project is located outside of the JWA 60 to 65 dBA CNEL aircraft noise contours. Aircraft noise analysis was completed in the Project’s SEIR (State Clearinghouse No. 2020029087) and presented at the ALUC hearing.

The AELUP establishes aircraft noise exposure exterior noise level compatibility thresholds for new development by land use category.

According to the exterior noise thresholds outlined in the AELUP, multi-family residential development is considered normally consistent with exterior noise levels of less than 60 dBA CNEL, conditionally consistent with exterior noise levels between 60 and 65 dBA CNEL and normally inconsistent with exterior noise level above 65 Dba CNEL. For commercial retail land use, exterior noise levels are considered normally consistent with exterior noise levels of less than 65 dBA CNEL and conditionally consistent with exterior noise level above 65 dBA CNEL.
b. According to Section 5.9 of the SEIR, the Project site is located outside of both the airport’s planned and actual (2019) 60 CNEL contours of JWA. Thus, according to the AELUP, the Project residential, open space, and commercial retail land uses are normally consistent with JWA aircraft noise exposure exterior noise level compatibility thresholds.
c. The airport related noise on the Project site does not exceed the City’s Municipal Code permissible noise levels.
d. The County’s General Aviation Noise Ordinance prohibits commercial aircraft departures between the hours of 10:00 p.m. and 7:00 a.m. and arrivals between the hours of 11:00 p.m. and 7:00 a.m. e. Based on the foregoing, these restrictions substantially limit the aircraft noise during the noise sensitive nighttime hours for residential use. Thus, noise impacts related to JWA would be less than significant.

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f. The JWA GAIP EIR also contains noise analysis demonstrating that the Project is outside of the 60 dBA CNEL noise contour. This noise analysis is based on one year’s worth of aircraft operations in all runway operating configurations for both existing aircraft fleet mixes and future fleet forecasts. This analysis includes the time of day of all operations and includes noise penalties for evening (7 pm to 10 pm) and night (10 pm to 7 am) aircraft operations of five and ten decibels per operation. Residential land uses are normally consistent in areas impacted by aircraft noise up to 60 dBA CNEL and commercial land uses up to 65 dBA CNEL as shown in the AELUP Table 1. These are the same noise standards used by the FAA and the State of California to identify compatible land uses near airports. g. The Project is located outside of the JWA single-event aircraft noise contours. The detailed aircraft noise analysis completed as part of the JWA GAIP EIR included analysis of single event aircraft noise.

This analysis included single event noise contours for the noisiest aircraft making regular use of JWA. The Project site is located outside of the JWA 85 dB single event noise contours for all aircraft making regular use of the Airport.
h. The Project includes a condition of approval notifying future residents. The conditions of approval also include notification measures, which includes a “Notice of Airport in Vicinity,” to be included in all lease/rental agreements and post outdoor signage informing the public of the presence of operating aircraft, which demonstrates further compliance with the AELUP and to minimize potential future noise complaints.
i. The General Plan Update (GPU) in 2022 addresses noise, safety, hazards, and other related impacts from development in the vicinity of the Airport. Projects approved under the GPU would be required to comply with the GPU guidelines.
j. Based on the foregoing, the Project will not result in the exposure of City residents to excess noise within the meaning of PUC Section 21670.

2. Safety. The residential and commercial land uses under the proposed project are consistent with the safety standards of the AELUP. a. Section 2. 1. 2 of the JWA AELUP describes the airport's safety compatibility zones.
1) Per Section 2. 1. 2 of the JWA AELUP, " Safety and
compatibility zones depict which land uses are acceptable and which are unacceptable in various portions of airport environs."
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2) The purpose of these zones, per the JWA AELUP, is to " support the continued use and operation of an airport by establishing compatibility and safety standards to promote air navigational safety and to reduce potential safety hazards for persons living, working or recreating near JWA."
b. The JWA AELUP identifies the following Safety Zones:
1) Zone 1: Runway Protection Zone
2) Zone 2: Inner Approach/ Departure
3) Zone 3: Inner Turning Zone
4) Zone 4: Outer Approach/ Departure Zone
5) Zone 5: Sideline Zone
6) Zone 6: Traffic Pattern Zone
c. According to the ALUC staff report, the Project is not in any of the AELUP safety zones. The Project is located more than 0.40 miles from the outer edge of AELUP Zone 6, Traffic Pattern Zone as depicted in Appendix D. Further, AELUP Appendix D states the “Basic Compatibility Qualities” of Zone 6 as “Allow residential uses” and “Allow most nonresidential uses.
d. The Project is not in the JWA runway protection zones (RPZ). The Project is located approximately 1.5 miles from the outer edge of the nearest JWA RPZ.
e. No part of the Project will be inconsistent with the policies set forth in Section 2.1.2 of the JWA AELUP regarding Safety Compatibility Zones. Furthermore, the ALUC did not find, that the Project is inconsistent with Section 2.1.2 of the JWA AELUP.
f. Based on the foregoing, the Project will not result in the exposure of City residents to excessive safety hazards within the meaning of PUC Section 21670.

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

The regulation requires that notice be given to the FAA if there is a proposal to construct a structure that would exceed a 100:1 slope of an imaginary surface extending outward for 20,000 feet from the nearest runway at JWA.

Beyond the 100:1 imaginary surface, FAR Part 77 also requires notification to FAA for any project that will be more than 200 feet in height above the ground level.
a. The proposed buildings associated with the Specific Plan would not exceed the sloping, three-dimensional 100:1 (one percent sloping surface from the nearest runway over 3,200 feet in actual length) City Council 28 – 265 9/16/2025
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FAA notification surface to require the Filing of FAA Form 7460-1. b. The buildings exceeding 200 feet in height in the Specific Plan area are not within the geographic area or sloping, three-dimensional 50:1 FAA precision instrument Approach Surface to JWA Runway 20R (the closest runway to the Project).
c. Penetrating a Civil Airport Imaginary Surface, like the Horizontal Surface, does not in itself define a hazard. The Horizontal Surface is not unequivocally airspace reserved for air navigation, it is an imaginary surface used by the FAA to study whether obstructions are potential hazards and whether any mitigation factors can be considered (page 2-3 of FAA AC 150/5190-4B, Airport Land Use Compatibility Planning). These FAA studies determine whether a building poses a public safety issue or will adversely impact the continued operation of the airport and other aeronautical operations. 1) Penetrating a Civil Airport Imaginary Surface is a trigger to file a Form 7460 so that the FAA can conduct its aeronautical study. The FAA, through these studies, determines whether a building poses a public safety issue or will adversely impact the continued operation of the airport and other aeronautical operations. This is noted on Page 3-31 of the Caltrans California Airport Land Use Planning Handbook: “By definition, any object that penetrates one of the imaginary surfaces is deemed an obstruction to air navigation. However, not all obstructions are necessarily hazards. The determination of whether an object would be a hazard to air navigation is made as part of an aeronautical study conducted by the FAA…” 2) As per 14 CFR Section 77.25, “The purpose of an
aeronautical study is to determine whether the aeronautical effects of the specific proposal and, where appropriate, the cumulative impact resulting from the proposed construction or alteration when combined with the effects of other existing or proposed structures, would constitute a hazard to air
navigation.”
3) Further, in 14 CFR Section 77.29, the regulation specifies that these studies include evaluating:
(1) The impact on arrival, departure, and en route
procedures for aircraft operating under visual flight rules; (2) The impact on arrival, departure, and en route
procedures for aircraft operating under instrument flight rules;
(3) The impact on existing and planned public use airports City Council 28 – 266 9/16/2025
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(4) Airport traffic capacity of existing public use airports and public use airport development plans received before the issuance of the final determination;
(5) Minimum obstacle clearance altitudes, minimum
instrument flight rules altitudes, approved or planned
instrument approach procedures, and departure procedures; (6) The potential effect on ATC radar, direction finders, ATC tower line-of-sight visibility, and physical or electromagnetic effects on air navigation, communication facilities, and other surveillance systems;
(7) The aeronautical effects resulting from the cumulative impact of a proposed construction or alteration of a structure when combined with the effects of other existing or proposed structures.
4) Even if a structure penetrates an imaginary surface, it still may not be deemed a hazard by the FAA. As stated in 14 CFR
Section 77.31 (d):

A Determination of No Hazard to Air Navigation will be
issued when the aeronautical study concludes that the
proposed construction or alteration will exceed an
obstruction standard but would not have a substantial
aeronautical impact to air navigation. A Determination of No Hazard to Air Navigation may include the following:
(1) Conditional provisions of a determination.
(2) Limitations necessary to minimize potential problems, such as the use of temporary construction equipment.
(3) Supplemental notice requirements, when required.
(4) Marking and lighting recommendations, as
appropriate.
d. The FAA issued thirty-seven (37) Determination of No Hazard based on 37 Form 7460-1’s filed by South Coast Plaza for eight (8) buildings. The heights of these eight buildings ranged from 95 feet AGL to 279 feet AGL based on an initial architectural concept of design. The Specific Plan does allow for development with a maximum height of 25 stories/315 feet and also states that “an infill project must comply with all applicable policies and associated mitigation measures—e.g., sound attenuation, height limitation, occupancy limits… consistent with the AELUP”. When actual development proposals are submitted to the City of Santa Ana, sponsors will be required to submit a Form 7460 to the FAA as per City Council 28 – 267 9/16/2025
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AELUP guidelines and FAA requirements.
e. The ALUC suggests that because four buildings exceeded Obstruction Imaginary Surfaces by 26 to 107 feet under Part 77 and required study by the FAA, that they are hazards to air navigation or pose a public safety issue. Caltrans, in their response letter, does the same. This is incorrect.
1) All eight buildings were deemed to not be hazards.
2) Four of the buildings had no conditions, other than filing a Form 7460-2. As stated in those determinations:
(a) This aeronautical study revealed that the structure does not exceed obstruction standards and would not
be a hazard to air navigation provided the following
condition(s), if any, is(are) met: It is required that FAA Form 7460-2, Notice of Actual Construction or
Alteration, be e-filed any time the project is abandoned or within 5 days after the construction reaches its
greatest height (7460-2, Part 2).
3) Four of the buildings had a marking/lighting condition, in addition to filing a Form 7460-2. As stated in those
determinations:
(a) This aeronautical study revealed that the structure would have no substantial adverse effect on the safe
and efficient utilization of the navigable airspace by
aircraft or on the operation of air navigation facilities.

Therefore, pursuant to the authority delegated to me, it is hereby determined that the structure would not be a
hazard to air navigation provided the following
condition(s) is(are) met: As a condition to this
Determination, the structure is to be marked/lighted in accordance with FAA Advisory circular 70/7460-1 M,
Obstruction Marking and Lighting, red lights-Chapters
4,5(Red),&15. Any failure or malfunction that lasts
more than thirty (30) minutes and affects a top light or flashing obstruction light, regardless of its position, should be reported immediately to (877) 487-6867 so
a Notice to Air Missions (NOTAM) can be issued. As
soon as the normal operation is restored, notify the
same number. It is required that FAA Form 7460-2,
Notice of Actual Construction or Alteration, be e-filed any time the project is abandoned or within 5 days after the construction reaches its greatest height (7460-2,
Part 2).
f. Each future site-specific implementing development under the Project will be required to be submitted through the City’s City Council 28 – 268 9/16/2025
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development review process, at which point if a specific building is proposed within the Federal Aviation Administration (FAA) Notification Area that exceeds 200 feet in height, FAA notification compliance would be required through the development review process.
g. In addition to requiring FAA notification for any buildings exceeding 200 feet in height within the Project area, AELUP and FAR Part 77 require an FAA aeronautical study to be conducted to ensure that the proposed structures would not constitute a hazard to air navigation. h. The FAA’s Determinations of No Hazard to Air Navigation for the Mixed-Use development structures are the only source of authoritative, aviation safety findings regarding the Project because:
1) “The United States Government has exclusive sovereignty of airspace of the United States” (49 U.S.C. § 40103(a)(1)). 2) In order to use this airspace, the FAA Administrator is responsible for:
(a) Plans and policy for the safe use of the navigable
airspace (49 U.S.C. § 40103(b)(1); and
(b) “[R]egulations on the flight of aircraft (including regulations on safe altitudes) for navigating, protecting and identifying aircraft; protecting individuals and
property on the ground; using the navigable airspace
efficiently; and preventing collision between aircraft, between aircraft and land or water vehicle, and
between aircraft and airborne objects” (49 U.S.C. §
40103(b)(2)).
3) The FAA’s aeronautical studies for project structures are the definitive standard for assessing compliance with federal aviation safety laws and regulations (49 U.S.C. § 77.1(c)).

This federal authority is recognized in State law (Cal. PUC §21240).
i. The FAA will conduct an aeronautical study (49 U.S.C. §44718 and 14 CFR Part 77) and issue its Determinations for individual implementing projects that exceed 200 feet in height and are submitted within the Specific Plan area.
j. The Project is an approval only as to the specific plan. No specific structures are contemplated as part of the Project. Therefore, nothing in the Project will create an obstruction or hazard to air navigation within the meaning of 14 CFR Part 77, and no part of the Project involves the proposed construction or alteration of any structures.

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

See 49 USC 44718; 14 CFR Part 77; FAA Order JO 7400.2M.

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k. Based on the foregoing, the Project is consistent with AELUP’s height standards.
l. The ALUC has uncertain statements within its AELUP regarding who has final authority in determining whether a building is an obstruction or hazard. Each entity that has aviation safety duties and responsibilities related to this matter relies on or ultimately defers to the FAA’s authoritative aviation safety role in airspace determinations.
1) The AELUP for JWA, Section 2.1.3 Building Height
Restrictions states, “In adopting criteria for building height restrictions in the vicinities of airports, the Commission considered only one standard and that was Federal Aviation Regulations Part 77 ([14CFR] Part 77) entitled, Objects Affecting Navigable Airspace. These regulations are the only definitive standard available [emphasis added] and the
standard most generally used. In the aeronautical studies, the FAA determines if a project is considered an Obstruction and if a project is determined to be a Hazard to Air Navigation” 2) Section 2.1.3 also recognizes FAA aeronautical studies beyond 14 CFR Part 77 surfaces as the standard for review, “In addition to the ‘imaginary surfaces,’ the Commission will use all of the FAR Part 77.23 standards along with the results of FAA aeronautical studies, [emphasis added] or other
studies deemed necessary by the Commission, in order to determine if a structure is an ‘obstruction.’” This section goes on to state: The Commission considers and recognizes the FAA as the single "Authority" for analyzing project impact on airport or aeronautical operations, or navigational-aid siting, including interference with navigational- aids or published flight paths and procedures. The Commission also considers the FAA as the "Authority" for reporting the results of such studies and project analyses. The Commission will not
consider the findings of reports or studies conducted by parties other than the FAA unless the FAA certifies and adopts such findings as true and correct.
3) This is in contradiction to Section 2.1.3 of the AELUP which states: “A Determination of No Hazard to Air Navigation does not automatically equate to a Consistency determination by the ALUC. The FAA may also conclude in their aeronautical study that a project is an Obstruction but not a Hazard to Air Navigation. The Commission may find a project Inconsistent based on an Obstruction determination. The Commission may utilize criteria for protecting aircraft traffic patterns at individual airports which may differ from those contained in FAR Part 77, should evidence of health, welfare, or air safety surface sufficient to justify such an action.”
4) Neither the AELUP, nor the ALUC specify what their criteria City Council 28 – 270 9/16/2025
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are for their determination, which may differ from the FAA’s determination.
5) Section 2.1.3 adds reference to FAA Advisory Circular 150/5190- 4A, A Model Zoning Ordinance to Limit Height of Objects Around Airports for Commission Review. This FAA Advisory Circular provides specific guidance for establishing zoning regulations along with specific guidance on a
“variance” process for potential obstructions. At Section 3.b., “The Federal Aviation Administration (FAA) conducts
aeronautical studies on obstructions which examine their effect on such factors as: aircraft operational capabilities; electronic and procedural requirements; and, airport hazard standards. If an aeronautical study shows that an obstruction, when evaluated against these factors, has no substantial adverse effect upon the safe and efficient use of navigable airspace, then the obstruction is considered not to be a hazard to air navigation [emphasis added].”
6) FAA AC 150/5190-4B, Airport Land Use Compatibility
Planning, references 14 CFR Part 77/Obstruction Evaluation (OE) Processes and Surfaces, and the FAA’s standards and regulations that protect the nation’s airspace: “14 CFR Part 77, ‘Safe, Efficient Use and Preservation of Navigable
Airspace,’ establishes standards for determining and defining objects that may pose potential obstructions to air navigation. 14 CFR Part 77 was developed by the FAA to promote safety, and the efficient use and preservation of the navigable airspace. The airspace areas governed by 14 CFR Part 77 are called ‘imaginary surfaces.’
7) Caltrans Division of Aeronautics – Caltrans publishes the Handbook in accordance with State Law with the purpose to, “provide information to ALUCs, their staffs, airport proprietors, cities, counties, consultants, and the public; to identify the requirements and procedures for preparing effective
compatibility planning documents; and define exemptions where applicable (Caltrans, 2011).” The Handbook provides specific guidance for assessing potential airspace
obstructions in Section 4.5 Airspace Protection.
8) JWA – The FAA requires airport sponsors like Orange
County to accept specific grant assurances when they
accept federal funding. Hazard Removal and Mitigation and Compatible Land Use are two of these assurances (49 U.S.C. § 47107(a)(9) and (10)). For hazard removal, the Airport relies on the FAA’s aeronautical study to meet its
requirement. For compatible land use, the Airport relies on coordination with the surrounding cities and the ALUC. The following are the specific assurances:
(a) Hazard Removal and Mitigation. It will take appropriate City Council 28 – 271 9/16/2025
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action to assure that such terminal airspace as is
required to protect instrument and visual operations to the airport (including established minimum flight
altitudes) will be adequately cleared and protected by
removing, lowering, relocating, marking, or lighting or otherwise mitigating existing airport hazards and by
preventing the establishment or creation of future
airport hazards.
(i) The proposed Project would not result in
hazards related to excessive glare, light, steam,
smoke, dust, or electronic interference. Exterior
lighting fixtures and security lighting would be
installed in accordance with the City’s Municipal
Code Division 3, Building Security Regulations,
which includes specifications for shielding and
intensity of security lighting. In addition, the
proposed Project would not use highly reflective
surfaces, and does not include large areas of
glass on the buildings. Therefore, the proposed
Project would not generate substantial sources
of glare.
(ii) Operation of the proposed residential and
commercial uses would not generate substantial
quantities of steam, smoke, or dust emissions.

Dust emissions are regulated by SCAQMD
requirements and construction related air quality
emissions that could include steam, smoke, and
dust emissions would be less than significant
with implementation of the standard SCAQMD
Rules.
(iii) The proposed Project would include the use of
typical electronics, such as computers,
televisions, and other electronics with wireless
capability. These types of electronics are
currently being used by the existing land uses
on the site, and other uses in the vicinity of the
site. The new residential and commercial uses
on the site would use similar technology that
does not cause electronic interference that
could affect aircraft. Thus, impacts related to
electronic interference with operations of JWA
would not occur.
(b) Compatible Land Use. It will take appropriate action, to the extent reasonable, including the adoption of zoning laws, to restrict the use of land adjacent to or in the immediate vicinity of the airport to activities and
purposes compatible with normal airport operations,
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including landing and takeoff of aircraft. In addition, if the Project is for noise compatibility program
implementation, it will not cause or permit any change
in land use, within its jurisdiction, that will reduce its compatibility, with respect to the airport, of the noise compatibility program measures upon which Federal
funds have been expended.
m. If the ALUC does not agree with any FAA Determination, they can petition the FAA.
1) As per 14 CFR Section 77.35 (a) “You may petition the FAA official that issued the Determination of No Hazard to Air Navigation to revise or reconsider the determination based on new facts or to extend the effective period of the
determination, provided that: (1) Actual structural work of the proposed construction or alteration, such as the laying of a foundation, but not including excavation, has not been started; and (2) The petition is submitted at least 15 days before the expiration date of the Determination of No Hazard to Air Navigation.”
2) Further, and as per 14 CFR Section 77.37 (a) “If you are the sponsor, provided a substantive aeronautical comment on a proposal in an aeronautical study, or have a substantive aeronautical comment on the proposal but were not given an opportunity to state it, you may petition the FAA for a discretionary review of a determination, revision, or extension of a determination issued by the FAA.”

4. Overflight. “Close to the JWA approach centerline” as identified by the ALUC is neither an FAA nor an AELUP standard.
a. The FAA is the only authoritative source of aviation safety data and the FAA does not have a “close to the JWA approach centerline” standard.
b. The AELUP clearly identifies its airport land use planning standards around aircraft noise, safety, and height. Objective measures of these standards are clearly identified in AELUP Section 2.1. The Specific Plan is drafted to be consistent with each of these objective standards.
c. Two-dimensional flight tracks do not inform the impact of overflights.

The ALUC provided limited arrival and departure flight tracks in its ALUC staff report.
d. Aircraft noise contours used to objectively measure noise impact already assume flight tracks and actual operating conditions for a full year including future operations. Limited information presented within the staff report packet dated June 19, 2025 of arrival flight tracks and limited information on departure flight tracks are not City Council 28 – 273 9/16/2025
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representative of a general condition and are not substantive evidence.
e. The project is located outside of the JWA single event noise exposure areas documented in the JWA General Aviation
Improvement Program EIR certified on June 25, 2019.
f. Heliports. Heliports are not a part of the Project.

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

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Exhibit 6 – Final Supplemental Environmental Impact Report The Final Supplemental Environmental Impact Report (SEIR), including the Mitigation Monitoring and Reporting Program for The Village Santa Ana Specific Plan (SP-6) are available:

Online on the City’s Project webpage at https://www.santa-ana.org/supplementalenvironmental-impact-report-the-village-santa-ana-specific-plan/.

Physically at:

City of Santa Ana, Planning Division Counter
20 Civic Center Plaza, M-20
Santa Ana, CA 92701
Or
Southwest Senior Center
2201 W. McFadden Avenue
Santa Ana, CA 92704
City Council 28 – 275 9/16/2025
Exhibit 7 – The Village Santa Ana Specific Plan & Appendices The Village Santa Ana Specific Plan (SP-6) and associated appendices are available:

Online on the City’s Project webpage at https://www.santa-ana.org/specific-plan-thevillage-santa-ana/.

Physically at:

City of Santa Ana, Planning Division Counter
20 Civic Center Plaza, M-20
Santa Ana, CA 92701
City Council 28 – 276 9/16/2025
RECORDED AT REQUEST OF: )
)
AND WHEN RECORDED RETURN TO: )
City of Santa Ana )
20 Civic Center Plaza (M-30) )
Santa Ana, CA 92702 )
Attention: Clerk of the Council )
)
______________________________________________________________________________ Exempt from filing fees pursuant to Government Code §27383 DEVELOPMENT AGREEMENT NO. 2025-01

A DEVELOPMENT AGREEMENT BETWEEN

CITY OF SANTA ANA
and

SOUTH COAST PLAZA
City Council 28 – 277 9/16/2025
DEVELOPMENT AGREEMENT NO. 2025-01
This Development Agreement (“Agreement”) is entered into as of this ___ day of ___________, 2025 by and between the City of Santa Ana, California (“City”) on the one hand, and South Coast Plaza, a California general partnership (“Owner” or “SCP”), on the other hand. City and Owner may be referred to in this Agreement individually as a “party” or collective as the “parties.”

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

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

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

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

1. DEFINITIONS AND EXHIBITS.

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

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

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

2.5.1 hereof.

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

1.1.4. “Agreement” means this Development Agreement.

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

City Council 28 – 279 9/16/2025