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60A - 2ND READING NO. 2018-01 2525 MAIN
REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 21, 2020 TITLE: ORDINANCE SECOND READING: APPROVING DEVELOPMENT AGREEMENT NO. 2018-01 WITH AC 2525 MAIN, LLC AND AMENDMENT APPLICATION NO. 2018-10 TO ESTABLISH SPECIFIC DEVELOPMENT NO. 93 (SD-93) FOR 2525 NORTH MAIN STREET; OR DIRECT STAFF TO PREPARE AN INITIATIVE MEASURE FOR CITY COUNCIL CONSIDERATION AT THE NEXT REGULAR MEETING {STRATEGIC PLAN NO. 3,21 /s/Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: UTION ffeAWW ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION It is recommended that the City Council consider one of the following options: 1. Conduct second readings of the ordinances and adopt M 2. Discuss and direct staff to prepare an initiative measure for City Council consideration at the next regular meeting to submit the proposed zone change and development agreement to the voters of Santa Ana in accordance with California Elections Code Section 9222. DISCUSSION This proposed second readings of the ordinances was continued from the City Council regular meeting of December 17, 2019. At the December 17th meeting, a member of the public submitted two pages from a 51-page economic analysis and the City Council asked staff to review the submission and agendize the second readings at a subsequent meeting. On December 19, 2019, staff provided the City Council a written memorandum addressing the two -page submission. (Exhibit 1). The two -page submission was an excerpt from a Concord Group 51-page economic analysis commissioned by the applicant. The project identified in the analysis , also referred to as "2525 Main," was a project located in the City of Irvine within the Irvine Business Complex (IBC). The applicant submitted the Concord Study as part of its project application. 60A-1 Second Reading: Development Agreement No. 2018-01/Amendment Application No. 2018-10; or Direct Staff to Prepare an Initiative Measure for City Council Consideration January 21, 2020 Page 2 Since the December 17th City Council meeting, two significant developments have come to light. On December 19, 2019, Santa Ana Citizens for Responsible Development (SACRD) filed a petition for complaint and declaratory relief with the Superior Court of California alleging a violation of the California Environmental Quality Act (CEQA) by the City, the applicant, and the Discovery Cube. In addition, members of the City Council have sought information on how to submit the zone change and development agreement to the voters of Santa Ana as an initiative measure. These two issues are further discussed below. 2019 SACRD CEQA Petition: SACRD has filed a lawsuit alleging the City violated CEQA by not adequately studying potential environmental impacts to adjacent neighborhoods. The City is named as the defendant and the developer and Discovery Cube are named as real parties in interest. The developer's attorney is preparing a defense of this lawsuit as the developer agreed to defend and indemnify the City. City Council Initiative Measure: In accordance with California Election Code Section 9222, the City Council may direct staff to prepare and submit an initiative measure putting the approval of the zone change and development agreement to the voters of Santa Ana. The submission process has preparation requirements and deadlines dictating when the issue may be submitted to the voters either as a special election or as part of a regular election. Based on the requirements and deadlines, a special election can be held in June, July or August 2020. The total cost of putting an initiative measure to the voters at a special election will come at an estimated cost of $650,000 or more and the costs would be entirely borne by the City. The alternative to a special election is to prepare an initiative measure for the next regular election on November 3, 2020. This would eliminate the cost to the City associated with calling for a special election. If the City Council desires to pursue the initiative alternative, the City Council should direct staff to prepare the proposed ballot measure and resolutions calling for an election. STRATEGIC PLAN ALIGNMENT Approval of this item supports Goal No. 3 - Economic Development, Objective No. 2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies). Daisy Gomez Clerk of the Council Sonia Carvalho City Attorney 60A-2 Second Reading: Development Agreement No. 2018-01/Amendment Application No. 2018-10; or Direct Staff to Prepare an Initiative Measure for City Council Consideration January 21, 2020 Page 3 Minh Thai Executive Director Planning and Building Agency Exhibits: 1. December 19, 2019, Staff Memorandum to City Council and Attachments 2. Ordinance No. NS-2979 3. Ordinance No. NS-2980 60A-3 EXHIBIT 1 MEMORANDUM To: Honorable Mayor and City Council City Manager Ridge From: Minh Thai, Executive Director Planning and Building Agency Date: December 19, 2019 Subject: 2525 N. Main Project 2nd Reading of December 17, 2019 Follow During the City Council 2nd reading discussion regarding the 2525 N. Main project on December 17, 2019, questions were raised regarding a two -page submission (Attachment 1) by a member of the public. Below is a clarification of the two -page submission in a Q & A format. Question 1: From what document did the two -page submission come from? Response: The two -page submission is an excerpt from a 51-page economic analysis completed by the Concord Group ("Concord Study' or "Study') commissioned by the applicant. The Study was submitted by the applicant as part of their project application. Question 2: What information is represented on the submitted pages? Response: The first page is the title page of the Study. The second page is part of a two -page exhibit shown in the Study identifying the existing inventory as well as the location and construction status of multifamily development projects in the local market area. The complete exhibit is shown on pages 16 and 17 of the Study. See Attachment 2. Question 3: The table in the excerpt identified "Map Key" No. 6 as a project located at "2525 Main St." consisting of 272 units under construction with a forecasted completion year of 2019. Is this the same project being considered by the City Council? Response: No. The project identified in the Study is a project located in the City of Irvine within the Irvine Business Complex (IBC). Question 4: Did the City Council receive a copy of the Concord Study? Response: Yes. The Concord Study was delivered to the City Council as Exhibit 10 to the February 5, 2019, City Council RFCA for the project. Attachment 3 is a complete copy of the Study. 60A-4 Attachment 1 Two -Page Excerpt Submitted by a Member of the Public at the 2nd Reading on 12/17/19 60A-5 a 9 b � r 6) LU N >" V~i.Cj O F- < to _0 2 W w 0 � Y O z 0 �`CL LU s F C Y V � i:l •J a M 41 Y Q R C m x^ rJ O Z V ry W n y N N N C' � I^ N C MW' Ile C O Y M Nx W N C rJ O M O w x w^ O h M D h 1 O Oo ,ri h M Y M1 O 1 Y r M r e f�l 1 N N n N M b �} -- r i N N m H L J L Y L L q p vV1 O G p O O C C G C OG C 'a �uuvU�eui d d d d d L L G d L eee a°g C i s c c c < U ' oi e 7 s e a E V d ` E _ c v 72 C V [L c 3'�`��rllmsalz�cc`3c Y L• N y v �`� `✓ F< -ZG C c s O L 60A-7 - Attachment 2 The Complete Exhibit • 1 M • MIR. Map Rate Projeet Name Units 1 N. 182 2 Hleven10 West 260 3 Metrop.liaH 334 4 2851 AltPky 110 5 Th. Westerly 388 6 2525 Main St ZI 9 16M N Main St 48 8 2055 Main St 198 9 Santa Ana 601 10 The Heritage Village 1,221 11 515 N Sycamore St 40 12 27 Hwdred 247 13 Legado atThe Met 298 14 Chapman 277 15 City F. 331 16 v9v Taws AMcoaaay itd 262 17 Th. Pistoia 391 Source: Exhibit l-713 17590.00 Man.: Al L 11/12/17 EX=lT I 7A DEVELOPMENT PIPELINE - LOCATION COMPETITIVE MARKET AREA NOWER 2017 C0l0r=6ta tos Orange a nm ElM.tlene h uuOess Nr orange = Yel,r A[=1.l.=U/C r,p.eed eq North Tuelin �.i v' $ an'resin riun¢ Santa Ana F. eh,.rs ¢.n Sam AnnZ ® Tustin Q ' .ours— 3 v 9,,,f 9jrrF N nn�c,nnn,. o-.. ,wcr,eev�n.E Syorty Pe,k v _dine., hue fj,", +vc a• S .,- n.�..en,.,ar,a so�h.onsx mrran South Coast Plaza +,- O r$ usirvFss p ryr onnl An,k `a `� IrvineLV _V. John Wayne nao'a+¢n.mgie moon�� m THE CONCORD GROUP 16 60A-9 C.I. — Status Yell.—U/C Parple =Reposed Map Key ProjeetName Riuna Wood Partners Elevenl0 West The Plceme Group, Inc Metropolis If Garden Communities Of California 2951 Alton Pky PLC Apartments, LLC Ike Westerly StrcetLights Residential 2525 Main St — 1666NMain St — 2055 Main St LBA Realty Santa Ana Wermers Properties The Heritage Village Alliance Residential Company 515 N Sycamore St — 27 Hundred Recapero &Associates Legodo at The Met Legado Companies Chagnon Caeed.ov Partners City Plaza Greerdaw Partners 999 Toaw Id Cowhy M Weston. RepdUes Ike Pistoia arat Far East 175W.00 Marro: Pipe-D 11/12/17 E3CM=I-'/B DEVELOPMENT PIPELINE - DETAIL COMPEPITIVE MARKET AREA NOV TUBER 201/ Street Address 301 Jeanette Ln 1110 W Town and County Rd 2100 Sullivan 2851 Alton Pky 2792 Main St 2525 Main St 16M N Main St 2055 Main St 16W EFirst St 2001 E Dyer Rd 515 N Sycamore St 27M N Main St 200 E First American Way 38N Chapman Ave I City Blvd 999 Town And County Rd 2581 Kelvin Ave Est. Mk[. Units % Deevery Projeeti® of Market Rate Units Elev. Status Entry Total MId. Likely 201/ 2018 20" 2020 2021 'IZ': 4 U/C 2019 182 182 1W1. 182 5 U/C 2018 260 260 100% 260 4 U/C 2019 334 334 100% 334 4 U/C 2019 190 190 100Yo 190 5 U/C 2019 388 388 100% 388 5 U/C 2019 272 272 100% 272 5 Reposed 2018 48 48 80% 38 5 Reposed 2019 178 178 80"/0 142 '/ Reposed 2019 601 601 25% 150 9 Roposed 2019 1,221 1,221 501. 150 6 Reposed 2020 40 40 80% 32 9 Reposed 2020 249 249 80% 198 5 Reposed 2020 278 278 25% 90 5 Reposed 2020 277 277 80% 222 5 Reposed 2021 331 331 50% 5 Reposed 2021 262 M2 50% 5 Reposed 2021 391 371 50% Total: Sf4W 5,460 65% 182 298 1,60/ 521 182 260 334 170 388 2/2 38 142 150 461 611 32 198 /0 222 166 IN 131 131 186 186 THE CONCORD GROUP 11 60A-10 Attachment 3 The Complete Concord Group Study 60A-11 AL 4W THE CONCORD GROUP IV 369 SAN MIGUEL DRIVE, SUITE 265 NEW PORT BEACH, CALIFORNIA 92660 PHONE 949.717.6450 251 KEARNY STREET, 0 FLOOR SAN FRANCISCO, CALIFORNIA 94108 PHONE 415.397.5490 641 LEXINGTON AVENUE, SUITE 1400 NEw YORK, NEw YORK 10022 PHONE 646.354.7090 1170 PEACHTREE ST NE. SUITE 1200 ATLANTA, GEORGIA 30309 PHONE 404.437.4507 EXHIBIT 10 ECONOMIC ANALYSIS 2525 NORTH MAIN STREET EIR NO. 2018-01, DA NO. 2018-01, GPA NO. 2018-06, AA NO. 2018-10 MARKET FEASIBILITY ASSESSMENT AND FINAL REPORT PREPARED FOR: FISCAL IMPACT ANALYSIS FOR AN DECEMBER 11, 2017 AC 2525 MAIN ST. LLC APARTMENT DEVELOPMENT AT 2525 MAIN STREET, SANTA ANA, CA 60A-12 4W THE CONCORD GROUT' 1W LIST OF EXHIBITS I. SUPPLY / DEMAND OUTLOOK M. SITE SPECIFIC ANALYSIS 1. Regional Location 1. Local Setting 2. Jobs 2. Site Plan A. Total 3. Recommendations B. Commute 4. Rent to Size Positioning 3. Demographics A. Overall A. Overall B. Studio/One-Bedroom B. Renters C. Two -Bedroom 4. Building Permits 5. Macro Market Metrics IV. Fiscal Impact A. Scale B. Occupancy & Rents APPENDIX C. Rent vs. Own A. Survey —Competitive Inventory 6. General Apartment Demand B. Demand Model A. Demand Estimate C. Prizm Lifestyle Segmentation B. Segmentation / Renter Profile 7. Development Pipeline A. Location B. Detail 8. Supply vs Demand D. COMPETITIVE SET 1. Inventory A. Location B. Performance C. Vacancy by Unit Type D. Floor PlanMix E. Amenities AC 2525 MAIN ST. LLC 17590.00 11112/II November 2017 Santa Ana, CA 2 60A-13 11 12 17 I. SUPPLY / DEMAND OUTLOOK 60A-14 EX MU1-1 REGIONAL LOCATION ORANGE COUNTY NOVFN M2017 .. w M ada '"•_ The blue shaded area is Orange County, denoted as TMA" and is where the majority of demand da aIK _ e ' y `'•� I _y for residential will emanate from. 1 114`: tTiYIXk}i qa _ ng {fl0 er-->> i Harenm !� i' �-.1-,C Ra �'HOme bdmen5 - FyIe.Yn L Ark�q a f .W?{ B Park RIVERSIDE lA5 AI cn5 a � — I ikaMon Y kow.00 -Garden Gib ' " ;. '• WG'"C1llp LCY III Tustin 52a1 beacM1 hnnha An9-,__I. •1 � Ilnraln VBliny' _ .FOarhll Ranch - ,.% BIIIP Oranee Connty 17590.00 Maps: Reg 11/12/17 `v in¢ O ANGC - ... Page 2 -costa Mesa-, a„ 'La3:e FurnL WFCISnd VlllogC •H3nc316 Sdht3 Mdrdar td-� ' ,`Newport aeacd Lag NiIL• .. .: I e • ..,:Lc4 V�uJs . MissOn Vqo __ 11wVRe Jeg�nn acn�h . EagunaNlguel - © .. ' 'NIBS Pagel oft THE CONCORD GROUP 4 60A-15 EXHIBU I-1 REGIONAL LOCATION ORANGE COUNTY NOVEMBER 2017 -carder Grove . roUnra la val,ev The Competitive Market Area ("CMA"), the area in which new rental product will compete on a more or less equal basis with the Subject Site, is comprised of 10 zip codes located along the 55 and 5 freeways. The Subject Site sits at thenorfliem edge of Santa Ana, highlighted in green. .- w _ keno " 17590.00 Maps: Reg 11/12/17 Page 2 of2 THE CONCORD GROUP 5 Orange County U.S. GrowN Perio6 # # Pert # Pac Hi4ormiil-Annnal 1990 1,182,000 - - 109,529,000 - 1991 1,155,900 (26,100) -22% 108,427,000 -10% 1932 1,138,000 (17,900) -15% 308,802000 03% I993 1,126,600 (11,MO) -10% 110,935,000 20% 1994 1,136,300 9,900 09% 114,398,000 31% 1995 1,161,300 25,000 22% 117,M7,000 26% 1996 1,193,600 32,300 28% 119,836,000 21% 1999 1,242,500 48,900 41% 122,951,000 26% 1938 1,307,800 65,300 53% 126,152,000 26% 1999 1,350,900 43,000 33% 129,240000 24% 2000 1,393,MO 42W0 32% 132024,000 22% 2001 1,418,200 24,800 19% 132087,000 00% 2002 1,MS,300 (9,900) -07% 130,M9,000 -11% 2003 1,434,700 26,MO 19% 130342,000 -02% 2004 1,M3,700 29,000 20% 131287,000 11% 2005 1498,800 35,100 24% 134,051,000 19% 2006 1,527,600 28,800 19% 136,453,000 19% 2007 1525,000 (2,600) -02% 132,999,000 11% 2008 1494,000 (31,000) -20% 132242000 -05% 2009 1387,600 (106,MO) -21% 131,313,000 43% 2010 1,371,200 (16,MO) -12% 130361000 -0 2% 2011 1387,MO 16,200 12% 131932000 12% 2012 1,424,300 36,900 27% 134,125,000 17% 2013 1,M2,800 38,500 27% 136,381,000 16% 2014 1496,600 33,800 23% 138,958,000 19% 2015 1,544,500 49,900 32% 141,M3,000 21% 2016 1579,800 35,300 23% 144,306,000 1 7% Mdoriral - I-Y mr Growth 3Q16 1577,800 144,576,000 3Q12 1,591,567 3,262 02% 146,613,000 14% Annoal Average 5-Ys 38,480 26% 19% TOY, 5,MO 03% 06% 2017v 25,747 14% 09% 25-Y, 16956 13% 11% For-4 Miudy's 2017 1,619,743 39,943 25% 146,545,420 16% 2019 1640802 21,060 13% 148,402,230 13% 2019 1,654,196 13,394 08% 149,986,490 11% 2MO 1,657,131 2,935 02% 150,908,250 06% 2MI 1665,402 9,271 05% 151,295,070 03% EXH nI-2A JOINS - WTRO TOTAL ORANGE COUNTY IM =OUGH 2O21 1,IOQOW Orange County has seal atrong job growth over the last hve years, averaging 2.60% growth annually, vgruticandy higher than the national average of 1.8%over the same time period. I,WQOW 1,5000W I,3000W 13000W 1 ]OOOW ljo%oW I,WQOW 91 92 93 9< .1 96 .1 '96 '93 'W '01 ''a 1)3 'M of VG tl] w 'w -10 'II 'U -13 'li '15 '16 �rnge Cary SOosce: HistmiW-OS Bueao ofLabos Slatisti¢;Famsl-MONy'e/E-y-((dabv-t]) 1759000 Mazaaab0 11/12/17 THECONCORDGROUP 6 60A-17 EX=IF I-2B JOBS - CONNOTE ORANGE COUNTY 2015 CMA Santa Ana Orange Cmmty CMA-Lorationc&Work Geography: Num. Pere. Num. Pere 1Nnm Pere. me co""m er Llii.","rsram""mxass More than half (60%, 86,569) of the CMA reside aits connive under 101n' Jr4, / bar Rae. miles for work. The CMA is the a local emplovntent core. NE Jobs 283,182 149,866 1,443,968 Employed Labor 145,152 114,016 1,290,523 _ Uam ery'1�rove Quo Job.gL bor 2.0 1.3 1.1 -- - _. ': _. a C®ntetoWork (lnmg m Geography) ]q00 D+aCmre to Wak - - "'^r020W" 029s0 ornng 4 sob Under 10- rs 86,569 N% 11,250 0% 621,011 U% es 1 •� 1024Md29,044 20% 21,325 19"/ 385,531 30% u 02736 * s s 25-50Mdes 19,100 12% 12,363 11% 168,920 13% f J Over50-Miles 12,439 9% 9,078 8°/ 115,261 9% '-- WTM s nq Joevsq.Ml13 Direction of Work Vy _ r � „ o I � 375 1 aM lea./39.MIle Nort}srty 61,726 43% 50365 440% 595794 46% _ 1. ■Loon- 4,me aoezrsq.Mlle Westerly 71,089 49% 40;146 35% blt7,199 47Yz `Z6anta t ■4,313 6,su JobslSq.M.. Southrly 56,954 3T1 43,046 38°/ 400,704 31 % f 7 " ■ es+s -s,ns aoezrsq.Mll. Basturly 41,933 29°/ 44,980 39% 430,%5 33% / ountsln Voler /- d Location of Wmk - o, 82i92 have city,CA 22,962 16X 13,596 12X _k i�stn Santa Anacity,CA 19,686 14% 21,821 19% Orongecity,CA 9,432 6% 6,099 5% i, �•' �' �� Analrim aty, CA 9,249 6% 7,604 7X Costa Mesaaty,CA 6,443 4% 5,824 5% Los A,d.aty,CA 6,328 4% 4,669 4% Tustinaty,CA 6,145 4% 3,393 3% 00.MM ® -.., B2dR0 Newport Beach aty, CA 5,4% 41/6 4,085 4% 6 HuntingtonBeachaty, CA 2,860 2% 2,995 3% a 02000 /l. ♦ /� Lake Forest aty, CA 2,993 M. 2,231 2% Garda+Grorre aty,CA 2,555 2% 3,232 3% V,�vi Sou Diegoaty,CA 2,109 1% 1,425 1% j 0t= � v Ine; Fullerton city, CA 1,954 1% 1,483 1% 02010 ' Fountan Valley aty, CA Long Beachaty,CA 1,843 1,506 1% 1% 2,0 1,104 2% 1% Brea aty,CA 1,350 1% 919 1% ,i- , $am f'4 42017 hksmmVigoaty,CA 1,308 1% 944 1% L i LagonaEhlla aty,CA 1,081 1% 62A 1% sobs byoctonce -Home Census Blo. es Work - C. city, CA 1,050 1% 700 1% Census Bfxk - -_„ n Aliso Vijocity, CA 956 1% 495 V 05 c.um 51 Riv.ide aty, CA 956 1% 689 1% J.tal Primary Jobs 145,1,2 100.0% 06005 All Other Locations 39,132 26% 28,264 25% 0 Leers dsn 10 miles 06,589 b9:6% 4 ar S.bt.W 145,152 10VI 114,016 16VI tamm -H.. 29IG44 20.0%' 11m '-.las 17,160 11.8% I Source: "On Th. Map" - US C. Bureau, Cad for E .anic Studies 7 Greater man 50 moss 11439 8 b% F/590.00 Maero: JobC 11/12/17 THE CONCORD GROUP Z,0 1 6 • EXHffi I-3A DEMOGHAPHIC6-OVER OHA,N'GE COU\`I'Y 201] Loral Hadi- I-Mile }. a gMue CMA SmRAna Orange Comfy CeopaphV' Num. Pmc. Num. Pmc Num. Pare Num. Pac Num. Pers. Sum. Pex. Pn 2017 33,554 2M022 34,905905 CrtJ Yc 270 08% Hoofehom. 2W0 9,252 2017 10,010 Gc/Yi 45 05% 2M2 10,431 Gr/Yr 84 08% Hm-('17) 5,890 59% HH 8iao('17) 34 1 P - 1,961 20% 1-2 P-ns 4,412 44% 3+P-ns 5,598 56% Emily HHs 7,181 72% mmm. IDmmo(Wos) 2W0 $45 201] $56 GdYr_ $07 13% 2M2 $58 Gr/Yr. $04 07% ID-eP .filo('17) U ff $35K 6,902 697Yo U ff$50K 5,490 55% Uv $75K 3,666 37% U ff$100K 24W 24% U ff$150K 1,099 11% Agn PcolOe('17) Mom -Pop_ 333 Hous&0ldm Und¢25 344 3% 25-34 1,753 18% 35-M 2276 23% 45-54 2174 22% 55-M 1,672 1T% 65 Plus 1,790 F18% Ago Profue (Annual G-M -' 17'22) Heusmeldm Und¢25 2 2% 2i34 45 0% 35-M 14 11% 45-54 22 17% 55-M 39 30% 65As. 53 41% Somcc Spodigu 17590 M Maza: D-.O 11/12/17 317,6M 740,193 382111 339,929 3212,W 3303W ]]0982 399,535 352998 3368,W3 2926 08% 6,159 09% 3,285 08% 2,614 08% 31,171 10% 76,2W 181,395 101,427 22954 935,274 81,501 194,399 112,710 22,436 1,059,728 306 04% 765 04% 6m 06% M4 04% 7,324 07% 95,175 203,129 117,799 84281 1112,612 735 09% 1,7M 09% 1,016 09% M9 09% 10,574 10% 46,286 57% 93,204 48% 58,191 = 4Q223 53% 435,6W 41% 39 38 34 44 30 14,053 17% 30,330 16% 21259 19% 9,955 13% 225206 21% 31223 39% 73,695 389/o 49,462 44% 23,012 30% 531,581 50% 50,278 62% 120,714 629/o 63248 56% 54,419 20% 528,197 50% 61,173 75% 150,890 79% 92,W7 23% 6$921 91% 753,539 21% $43 ma $52 $44 $59 $56 M3 $70 $55 $90 $08 15% $09 16% $10 F 1]% $07 14% $12 18% $59 $67 $74 $59 $96 $06 10% $07 11% $08 11% $05 10% $11 14% 56,307 69% 143,016 74% 85266 = 54,433 70% 833806 79% 44824 55% 117,589 60% 71,]]4 64% 4$438 55% 724254 68% 28,935 35% 81,111 42% 52751 4T% 26,814 35% 558342 53% 19,1% 22% 54,953 29% 37920 33% 16,453 21% 423,697 40% 7,345 9% 24,306 13% 19,174 1T% 6,185 a% 233,905 22% 320 337 340 317 379 2991 4% S,SM 3% 3,925 3% 2,205 3% 28,791 3% 14,364 19% 29,851 15% 18,8W 17% 12,622 16% IM303 13% 18,594 B% 41,485 21% 24,4W 22% 18,175 23% 192913 19% 19,036 M% 44227 23% 25,2W 22% 18,324 24% 230,205 22% 13,416 16% 35,259 19% 19,972 18% 13,338 17% 210,]]0 20% 14,101 17% 38,0]2 20% 20,225 I8% 12]]2 16% 256,7% 24% 28 0% -30 0% -23 0% -5 0% -161 0% 249 0% 40 0% -328 0% -257 0% -10M 0% 162 16% 333 15% 168 12% 135 14% 912 7% 165 16% im 6% 93 ]% 126 14% -1,399 0% 309 30% 702 31% 438 = 304 33% 3,876 29% 3]] 37% 1,065 47% 66] L122J 366 39% 8,4M 64% THECONCORDGROUP 8 60A-19 E=M IJB 60%of Santa Ana renters qualify formarkd rate DEMOt PHICS-RENTERS 52%(58,961)ofh..holdswithin the CMA are renters, ORANGE COLNTY lower than Santa Ana (559/q 34,541) and higher than rents, rents that are over $1,600 per month. 2D1]-WITH 2015 AFF Orange County(42%q 448,544). CMA Santa Ana Onnge county Renter Hoasehols Renter Househols Reuter Hou.sehoMs AHHHs % Rent AHHHs % Rent AHHHs % Rent Geognphv: Num. Shr. Rear HHs She Num. Shr. Reat HHs Shr. N.. Shr. Rent HHs Sh, Households Total 112,710 100%. 57. 58,961 100% 62,921 100%. F 55% M,541 100% 1,059,]]8 100% 4ff 448,544 100% Iamme Range Under 35 27,444 24% 74% 20274 35% 23,003 37% 73% 16,68D 4095 225,9]2 21% 61% 143,847 33% $35-$SDK 13,49E 12% 65% 8,745 15% 11,995 19% 6fi% 7,8Y 19% 109,552 10% 56% 61,876 14% M$75K 19,024 I] 58% 11,099 I 15,62A 25% 52% 8,151 2% 165,912 16% 49% $1,675 19% $]5-$IOOK 15,231 14% 46% 7,009 12% 10,361 16% 43% 4,415 11% IM,645 13% 42% 56,302 13% $100$150K is, 4 16% 38% 6,881 M. 10268 16% 30% 3,052 ]% 189,892 18% 31% 58,9]3 13% d ,$150K 19,174 17% 2tlM 3,857 ]% 6,185 10% 24% 1,471 4% 233805 M% 16% 37y42 8% $150.$200K 8,647 8% - 3,594 6% - W,557 9% - $200.$250K 3,76 3% - 1,210 Y% - 46272 4% - $250.$500K 4,625 4% - 1,081 Y% - 58,191 5% - O a, S500K 2,136 Y. - 300 W. - 29,785 3% - AgeRange Under 25 3,925 3% 92% 3,613 6% 12,841 20% 89% 11,39E EFE 2$Nl 3% 92% 26,417 6% 25-34 18,809 I7. 78% 14,]2] 25% 7,6W 12% 81% 6240 11% 140,303 13% 74% ]04,113 24% 35-0 2A,480 22% 63% 15,539 2]% 7,010 11% 6]% 4,673 8% IW,913 18% 52% 1D1,254 23% 45-54 252W 22% 43% 10,902 19% 9,76E 16% 47. 4,6M 8% 230205 22% 38% $7,972 2W. 55L4 19,97E I 34% 6,8D2 12% 26,484 42% 36% 9,434 17% 210,]]0 20% 28% 5928E 13% 65+ 20225 18% 31% 6,207 11% 60,512 M% 31% 18,926 34% 256,796 2A% 24% 60,630 14% HoasehoW She 1-Prim 21259 19% 56% 11,926 2D% 9955 16% 57 . 5,681 13% 225, D 21% 49% 11D,866 25% 1-2-Palm 49,462 44% 51% 25,141 43% M,017 3]% 53% 12,195 29% 531,581 50%. 42% 222,544 50% 3P . 18,583 16% 51% 9,461 16% 10,457 17% 55% 5,]9] 14% M,36 1]% 42% 74,595 17% 4+Prim 44,%5 40% 55% 2A,44O 41% 43,%2 70% 56% 2A,556 58% 350,830 33% 43% 151669 M% Children Families 82,097 73% 591. 48,078 ]]% $1,183 129% 62% 50,183 121% 753,539 71% 47% 357,473 75% Nm-Families 30613 27% 4 % 14,590 23% -18262 -29% 4W -8,596 -21% 306,239 29% 39% 120,744 25% Share of Reatem by Inc®e Share of Rmtem by Age ai aoM 2 LL% ll% 80°b 40°6 8% 2M. D% 096 CMA Bavh Ava Omg, Cow CFIA S.A- Uan%e Cvnvry Nndm25 •2&34 035-04 n45-54 n55fW n6Pr •pvdm S35K •S35-SSIX n$50.$]9: oS"IS-SIOJK o$100-$ISOK •p�zr 8150K Sowce_ American Fadfiuder 1759000 Macm_ DavoAFF 11/12/17 THE CONCORD GROUP 9 60A-20 Santa Ama Ornp County W 5+ \IFS+ PmdW Tohl # Shr. % OC Total # Shr. Amomal 19W 94 21 22% 0% 11,9&3 6,379 53% 1991 43 0 0% 0% 6,555 2,434 37% 1992 43 0 W. 0% 5,8P1 1,850 32% 1993 74 0 0% 0% 6J44 1,575 25% 19M 3 0 0% 0% 12,640 4,554 36% 1995 6 0 0% 0% 8,193 1,822 22% 19% 12 0 W. 0% 10,173 2,895 28% 1997 15 0 W. 0% 12261 3,657 30% 1998 42 0 0% 0% 9,704 2,031 21% 1999 62 0 0% 0% 12239 3,8W 32% 2000 329 274 83% 5% 12,520 5,075 41% 2001 25 0 0% W. 8,611 1,832 21% M02 122 26 21% 1% 11,7% 4,5W 39% M03 I 40 22% 1% 9218 2,733 3W. Mal 105 5 5% 0% 9256 4,073 44% 2005 79 0 0% 0% 7,143 2,665 37% 20% 643 0 0% W. 8,303 4216 51% 2007 99 0 0% 0% 7,372 4,931 67% 2008 13 0 0% 0% 3235 1,774 55% 2009 7 0 0% 0% 2,143 60 31% 2010 8 0 0% 0% 3,134 1,186 38% 2011 167 110 66% 5% 4,352 281 55% M12 382 354 93% 10% 6,082 3434 56% M13 20 0 0% 0% 10,422 6281 60% 2014 95 0 0% 0% 9291 5223 56% M15 541 502 93% 8% 10,771 6,393 591. M16 219 70 32% 1% 11,523 6,671 58% L4Q 450 2A1 54% 5% 9,921 4,672 4795 Aunmal Average 5 Yr 251 185 74% 3% 9,618 5,600 58% 10-Yr 155 ]04 67% 3% 6,833 3,894 I 57% 20-Yr 158 69 44% 2% 8,47D 3,686 444. 25-Yr 132 55 42% 2% 8,503 3,457 41% Nate_ "M(y - last ®eyearerdmg 3Q17 Somce_ US Depar art ofHm mg amd Urban Dcvelopmeot 17590DO Macro_ permit 11/12/17 EXIORT IA REILDI\GPERAMS ORANGE COUNTY 0%THROUGB SECOND QUARTER 2D17 7W W(5 )BmmmgP fts 7,000 Santa Ana's 20 year (from 1990 to 2010) share of Orange County's multifamily deliveries was approximately 0.6%y but over the last 5 years Santa Ana has increased its share to 3.3 % 6ao Orange County has seen strong development in the multifamily market over the last 10 years with 57%(3,894 annually) of all building permits pulled for multifamily structures with 5 or more units. SW S,CCO 400 4,CW 0 3.000 W 2.000 1W 0000 V/ 0 0 'W '91 '92 933 s4 '95 '96 '97 98 S9 'W '01 'W 03 04 '05 'W V7 09 W '10 '11 '12 'U '14 '15 '16 o S.Ave -O ,Comhy(WghhAus) THE CONCORD GROUP 1E 60A-21 EXHIM I-5A The Competitive Market Area (CMA) has had 14% MACRO MARKET METRICS -SCALE (442 average annual units) of Orange County ORANGE COLiYEY deliveries over the last 5 years. 20DD THROUGH THHtB QUARTER 2017 Pabres Historical A...JAverage Nw®ber2017 w OO(K 2" 20D1 200E 2003 2004 2005 200fi 2007 20DS 2009 2010 2011 2912 290 2914 2015 2916 5-Yr 1OAr 15-1'r 3Q17 U/C Job Growth OrangeCounty 32% 18% -07% 19% 20% 24% 19% -02% -20% -71% -12% 12% 29% 29% 23% 32% 23% Inrentm,(ODOe) Orange County 1945 198D MO M27 2D44 20]6 2099 2109 2137 2198 M47 M53 2287 2305 2334 2368 2104 2456 CMA 300 30.1 303 303 303 303 304 309 314 325 340 343 344 345 35.1 357 361 372 %of Aran, County 15% HM 15% 15% UN UN 15% 15% 15% 15% 15% 15% 15% 15% 15% 15% 15% 15% Santa A. 190 190 192 192 192 192 192 192 193 196 196 196 196 196 199 199 20.1 20.1 %of(kange County 10% 10% 10% 9% 9% 9% W. W. W. W. W. W. W. 8% W. 8% 8% 8% Comph:ti®s(Oo0s) PTD !DC Orange County 1.31 5.07 070 252 1.58 3AD 1.83 085 411 8.85 1.15 Do 343 2DO 342 326 287 3.19 3.10 224 430 0DO CMA 0DO 007 025 0DO 0DO 0DO 028 046 095 176 061 O.DO 0.DO 0.2A 104 0DO 0% 044 061 044 061 ODD %oftran'County D% 1% 36% D% D% D% 15% 51% 23% 20% 53% 100% D% 8% 30% D% 33% 14% 20% 16% 14% D% Santa A. 0DO 0DO 025 0DO 0DO 0DO ODD ODD 035 ODD ODD ODD ODD ODD 030 ODD 026 Oil 009 008 000 000 %ofOange County 0% 0% 36% 0% 0% 0% 0% 0% 8% 0% 0% 0% 0% 0% 9% 0% 9% 4% 3% 3% 0% 0% 2000 Campk[ims (bar, right uh) and Job Gmwth (ha,.Lttasis) 9% LED b% 4% I,40J lzao 2% > o00 roi _ eon 2% 6ao a% 40J xao �i 0 -8% 2000 200E 2OD2 2003 2W4 2003 206 2007 2008 20C9 2010 2011 2012 2013 2014 2015 2016 3Qt7 o(2dA ==SmaAm —orange cowry (ttigbtAaa) Sowou Jobs-BLS,Aparhnent-COStar(fm01=ketmepru MsoflO�nita mo) 17590 DO Macro_Seale 11/12/17 Note_ "U/C'-ander.,Arucfiou THE CONCORD GROUP 11 60A-22 EKIHBTE I The CMA has seen strong rent growth in recent years as the MACROMARKET METRICS -OCCUPANCY AND RENTS ecovovey strengthens. Iv 2016 rental rztes in theCMA ORANGE COUNTY mereased by over 12%($97). Addltlonally, 2016 nominal 2000 THROUGH THHtD QUARTER 2017 and per square coot cents exceed pilnr 2008 peck's rents. Yaluea Historkal AmmlAverage 1-Year ino0 2000 2001 2002 20N 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 W14 2015 W16 5-Yr MYr 15-Yr 3Q16 3Q17 Job Gramtk Orage County 32% I -D7% 1.9% 20% 24% 19% -02% -20% -71% -12% 12% 27% 27% 23% 32% 23% Aaki,Rat($) Sami Am 974 lbM 1,055 1,070 1,092 1,142 1,245 1,315 1,336 1,28E 1,216 1,267 1,30 1,376 1,45D 1,544 1,629 1,653 1,7oo GNr 61% 20% 14% 21% 46% 82% 64% 1.6% 41% -28% 17% 32% 52% 54% 64% 124% 52% 28% 3.1% Y/Y_ 28% CMA 1,114 1,168 1,1M 1,200 1,2M 1,302 1,421 1,518 1,562 1,502 1,466 1,475 1,519 1,585 1,667 1,773 1,870 1,895 1,957 GNr 48% 14% 14% 29% 5.5% 93% 67% 29% -3.8% -24% 07% 29% 43% 52% 64% 12.2% 49% 28% 32% Y/Y_ 33% Orange County 1,101 1,168 1,1% 1207 1,211 1,309 1,399 1,454 1,520 1,457 1,430 1,451 1,502 1,50 1,651 1,751 1,844 I'M5 1,924 GNr 5.8% 1.9% 14% 28% 5.5% 69% 61% 24% 41% -1.9Ye 1.5% 3.5% 45% 52% 61% 11.7% 49% 28% 3.1% AN 3.1% Aakmg Rent (PSF) Sami Ana $120 $127 $129 $131 $134 $140 $150 $158 $161 $1 Al $150 $153 $157 $161 $174 $184 $194 5.f% 26% 29% $197 UO3 CMA $128 $1 M $136 $137 $141 $149 $1 62 $1 71 $176 $10 $1 65 $1 % $1 70 $1 78 $1 87 $1 98 FUORJ 4 W. 26% 30% $212 $219 Orange County $129 $136 $139 $141 $145 $153 $10 $173 $176 $10 $166 $10 $174 $181 $190 $201 $212 47% 27% 30% $214 $221 O¢vpan, Santa Ana 97% 97% 96% 96% 96% 96% 96% 96% 95% 91% 95% 95% 95% %% 95% 96% 96% 96% 95% 96% 96% 97% CMA 97% 96% 96% 96% 96% 96% 95% 95% 94% 93% 94% 95% 95% %% 95% 96% 96% 95% 95% 95% 96% Oma,County 9 % 96% 95% 95% 95% 95% 96% 95% WN 93% 9 % 9 % WA 95% 95% 95% 96% 95% 95% 95% 96% 95% l6% Rat Gamvtb(bar) and Job Gaon (fie) 12-A 8% - 4% LL k% 8% 2001 20a2 2W3 20M 2W5 206 2007 2008 2W9 2010 2011 2012 2013 2014 2015 2016 3Q17 ®OwgeCmb(bftms) oCb1A oSmp Ana -O ,C nJaa Gow Sowce_ Jobs-BLS,Aparhnat-C tar(fa Al marketretepmjM .fl0�ni6oumore) 1759000Macro Rat 11/12/17 THE CONCORD GROUP 12 60A-23 EXHIBIT I-5C AUCHO.\fAHKET METRIC S- AEN7r VS. OWN ORANGE COL7NTY 1996=0UGH2016 Auuual Annual Average Period: 1996 1W7 1998 1999 20W 2MI 2M "3 2W0 2005 2" 2W] "a 2g19 2010 2011 2012 M13 2014 2015 2016 InYr ISYr Aa®gRmt CMA — as as - $1,114 $1,168 $1,184 $200 $1,234 $1,302 $1,424 $1,518 $1,562 $1,502 $1,466 $1,475 $1,519 $1,595 $1,669 $1,773 $1,8y0 GrRr_ — — — — — 48% 14% 14% 29% 55% 93% 67% 29% 39% -24% 07% 29% 43% 52% 64% 54% 28% 32% Meluu11—le Prira(S000a) CMA $172 $180 $204 $216 $234 $265 M21 $382 $460 $539 $589 $596 $398 $346 $393 Man $402 $485 $541 $559 $583 GrRr_ — 5% 13% 6% 9'/ 13% 21% 19% 20% IT/ 9% 1% -33% -13% 14% -3% 6% 21% II% 3% 5% -0-01% 54% Mmlgage Paymml+ N V e ry Tax %Ooaw 209/. 20% 20T/ 20% 20% 20% 20% 20% 20% 20% 20% 209% 20% 20% 20% 20T/ 209% 20% 20% 20% 20°/ i-Rate 78% 76% 69% 74% 91% 709% 65% 58% 59% 59% 64% 63% 60% 50% 4T/ 45% 37% 40% 42% 38% 36% Pr,ed,Tax I M 1 i% 11% 11% l l% i l% l i% 11% 11% l l% i 1% 1i% 11% 11% l l% i l% 11% 11% 11% 11% 11% MwOJy Rrym®t $147 $1,182 $1,26y $1397 $1,599 $1,651 $1,923 $2,150 $2590 $3.032 $3,481 $3,508 $2,283 $1,810 $1,991 $L8y9 $1,043 $2295 $$603 7598 $2669 (rt Y, — 3% ]% 10% 14% 3% 17 . 12% 20% 17% 15% l% -35% -21% 10% 8/ 2% 21% 13% 0% 3% 26% 33% RmtPx®om/(Oi—t) -30% 29% -38% 44% -52% -59% 59% 5T/ -32% -17% 26% -21% -18% -31% -36% -32% F 30°/ -30% -37% mw B®taaa l3oa.®aeaommt n,6ro It is currently mom affordable to not than it is to own property in the Market Area, with movtld, rental mats close to 30°/ ($799) cheaper don an average montldy mortgage. 4,1ro VA. u,lm UAW sUro sisro vw Mm tim ! p wro wro 2rol wm 2ro1 woa wos wos 2ro1 as w69 2610 wu 20l2 an, 2614 wu 2016 �aaoHmam6aaaa.) —eaa(IJA-1) __ HIMMPaymet(,NU—a Saoece Melim.Rmt/HomePri¢-COStaz;30.Yea Pue(Rate-PeMGe Mac 1759000 Maza: Cost 11/12/17 THECONCORDGROUP 13 60A-24 EX1itffiI I-6A OA NGE COLNl 2017 3 OLGH2o22 oangecmnty sans Aoa CMA UmtSDmmdea A®t hof hm Share of %of Shared SYr Aw¢e \Lm. Md. Dem. I-- ®d.Dem. 0—a eC— Num. M.Dm. Or—WC—ty Ge raphv MP 2018 M0 2020 2021 A—ge UM¢ $1,2W 468 — 54 — — 66 — — IXaogeCo®ry 8,561 4,514 2,871 629 I,973 $1,200- S1,WO 201 5% 39 13% 19% 34 8% 17% Santa Ana 856 451 287 63 122 1 M7 $1,W0-5,300 275 7% 55 l8% W% W 15% 24% Ca re ofQmgeCmo y 100°/ 100% 100°/ 100% 100% 100% $2,300-$2,500 M2 12% 59 19°/ 13% 45 IW. 10% Cb 856 451 282 63 127 369 $2,500-2,100 Lin 30% 101 33% 9°/ 155 34% 14% Capture ofOravge County 100% 100% 100% 100% 100% 100% $3,100 - 2,700 500 13% m 13% 8% 53 12% 11% $3,700-M,MO 597 15% 29 9°/ 5% 56 12% 10% MAO aM w¢ 962 23% 24 8% 3% 75 12% T.m l a4M — GII — 9°/o Ms — U% \fHric Orange Cmny 6anfa Ma Orange Num. Cmnty CALL Orange Num. Cmnty hours Hms .Mo Exbibit1 3 Toml-2019 1,059,998 77,436 7/. lIZ710 11% A®oal Gmwlh-'1222 7,324 M4 4% W4 9°/ H —(%Hmta G.) 3,010 139 5% 343 11% 8e m1 /]ocomes>$50K 234,291 17,089 T/ 28,845 12% Apartmmt Compldions 2x bit 1-5 2016 2sm M4 9°/ 942 33% 2015 3,263 0 0°/ 0 2014 3,423 300 9% 1,036 30% 5-Yr 3,193 113 4% M4 14% 10Yr 3,099 91 3% W9 20% IS-Yr $941 28 3% M2 16% 6anfa Ana CALL Capturem Captured Orange Orange Orange Cmgaphy: Cmnty Num. Cmnty Num. Cmnty TCGDmmd 2,'IW ® nA ® B Cmsida g demographics based dmand. employment bad demand, and histmcal market scale, TCG's cmclnded avwal demand for rental twits is 4S8 twits m the CMA amnally. 1759000M — I Sd 11/12/17 NE v $4,400-am we s•% n% s% $3,I0"4,400 9°-e l2% 3 $3,ID0S3,700 13%% 12% ----------------- $2,50"3,100 33% 4% $2,30054500 19% IOY. 7% $LW"MOO 38% 13% $1,200SLW0 1 33% 0% 5% to% 15% 20% 25% 30% 35% 40% THECONCORDGROUP 14 60A-25 ExB IfiB 92% (352) Yowg Sivglea/CoN tt 1 n lo, p tilit.1 d 1 d _th Tt g i account the g tt prevat t PRiZhI hwaeholda Mature Rofesaimals/Empty Nesters male up kdal demwd with nEMA.ivEsnhfAiE-SECMENiAiio�/BEviEBpBOFaE categories wd tdA projected wit type tr 227 Wdi the dill wt prdcwcea etwWating to w overall market datmnd of 50 % oBANCE covrvrr Competitive Marker Area hers anmral dmvand for 22] atudioa/1- Studiva/we-bed, 45%two-beds, wd 5% 3 bedrooms. 2019 bedrwma, 2022-bedrooms, wd 21 3-bedrwme. lloueeholds U.S. Prr(ile CMA Ormgecwnty Saute Ana CWL Bauge % Bettor HHx PrHe'euce A wd Betters Sum. Share Sum. Share Num. Share Income Age Bmt Family Tow Sh— nand St1B ffi 3B S/IB ffi 3B Yowg&InOomtial 13,972 1% 57 0% 1,355 1% 40%60% 2544 100% M.lyw/a Bider 1,355 M% 320 60°/ 0% 0% 192 129 0 New Bmimm,s 1,977 0% 15 0% 144 0% VY20% 155 92% Mastlyw/a Bids 133 6% 31 609% Q% 0% 19 13 0 SobtMA 16,011 2% 22 0% 1,499 1% 1,499 92% 352 60% 40°/ 0% 211 141 0 BdMay Boomma 4,740 w/. 34 09% 377 0% M-/-90% 65 22% Fa yMix 83 4% 20 10% 60% 30% 2 12 6 Pools&Patios 2M 0% 0 0% 37 0°/ 60°/8W/ 25-4 24% Maally w/Bids 4 0% 1 10% W% 30% 0 1 0 s—xxi city Startups 1,580 W. 0 0% 21 0% 40°/..60% 25-M 37. Mosllyw/Kids 8 0% 2 30% W% 30% 0 1 1 Sobtold_ 12,421 1% 68 0% I179 1% 277 l3% 66 30% 60% 30°/ y 39 20 AUWre Prd( owls/Empty N@nrs Cruisinto Ketiranmt 17,150 2% 428 1% 1,701 2% 80%100% 55+ 9% MosOyw/.Kids AS 7% 35 30% 10% 10% 30 21 3 Traditiond Times 60 01. 0 0% 0 0% 60%80% 65+ 5% w/o Kids 0 0% 0 50% 50% 0% 0 0 0 EmptyNests 10,736 1% 105 0% 514 0% 40%.. % 65+ 8% w/oMds 40 2% 9 50% 50% 0% 5 5 0 Toolbdt Tralit-oEsts 5,3% 1% 26 0°/ 494 0% M-/S% 45fi4 22% M.slly w/o Kids lw 5% 26 50°/ 50% 0% 13 13 0 Sobt.J 33,342 3% 559 1% 2,709 2% 297 14% ]0 40% 55% 5% 28 39 3 "I.o 1I--77— TI" IMMO— --- --- --- IlrgMed: 61,774 6% 6w 1% SM7 5% 2162 Iglh O88 SWh 0.5°/0 5°/ 2A6 219 2i Sty a 10% 10% LJ Sour¢: TCG, based w Spotligbt dmuogr.pbic dma apphai t. dmiund mold iv Exhibit IfiA 175%02 Maao: Deu-Seg 1112117 THE CONCORD GROUP 15 MIR. Map Rate Projeet Name Units 1 N. 182 2 Hleven10 West 260 3 Metrop.liaH 334 4 2851 AltPky 110 5 Th. Westerly 388 6 2525 Main St ZI 9 16M N Main St 48 8 2055 Main St 198 9 Santa Ana 601 10 The Heritage Village 1,221 11 515 N Sycamore St 40 12 27 Hwdred 247 13 Legado atThe Met 298 14 Chapman 277 15 City F. 331 16 v9v Taws AMcoaaay itd 262 17 Th. Pistoia 391 Source: Exhibit l-713 17590.00 Man.: Al L 11/12/17 EX=lT I 7A DEVELOPMENT PIPELINE - LOCATION COMPETITIVE MARKET AREA NOWER 2017 C0l0r=6ta tos Orange a nm ElM.tlene h uuOess Nr orange = Yel,r A[=1.l.=U/C r,p.eed eq North Tuelin �.i v' $ an'resin riun¢ Santa Ana F. eh,.rs ¢.n Sam AnnZ ® Tustin Q ' .ours— 3 v 9,,,f 9jrrF N nn�c,nnn,. o-.. ,wcr,eev�n.E Syorty Pe,k v _dine., hue fj,", +vc a• S .,- n.�..en,.,ar,a so�h.onsx mrran South Coast Plaza +,- O r$ usirvFss p ryr onnl An,k `a `� IrvineLV _V. John Wayne nao'a+¢n.mgie moon�� m THE CONCORD GROUP 16 60A-27 C.I. — Status Yell.—U/C Parple =Reposed Map Key ProjeetName Riuna Wood Partners Elevenl0 West The Plceme Group, Inc Metropolis If Garden Communities Of California 2951 Alton Pky PLC Apartments, LLC Ike Westerly StrcetLights Residential 2525 Main St — 1666NMain St — 2055 Main St LBA Realty Santa Ana Wermers Properties The Heritage Village Alliance Residential Company 515 N Sycamore St — 27 Hundred Recapero &Associates Legodo at The Met Legado Companies Chagnon Caeed.ov Partners City Plaza Greerdaw Partners 999 Toaw Id Cowhy M Weston. RepdUes Ike Pistoia arat Far East 175W.00 Marro: Pipe-D 11/12/17 E3CM=I-'/B DEVELOPMENT PIPELINE - DETAIL COMPEPITIVE MARKET AREA NOV TUBER 201/ Street Address 301 Jeanette Ln 1110 W Town and County Rd 2100 Sullivan 2851 Alton Pky 2792 Main St 2525 Main St 16M N Main St 2055 Main St 16W EFirst St 2001 E Dyer Rd 515 N Sycamore St 27M N Main St 200 E First American Way 38N Chapman Ave I City Blvd 999 Town And County Rd 2581 Kelvin Ave Est. Mk[. Units % Deevery Projeeti® of Market Rate Units Elev. Status Entry Total MId. Likely 201/ 2018 20" 2020 2021 'IZ': 4 U/C 2019 182 182 1W1. 182 5 U/C 2018 260 260 100% 260 4 U/C 2019 334 334 100% 334 4 U/C 2019 190 190 100Yo 190 5 U/C 2019 388 388 100% 388 5 U/C 2019 272 272 100% 272 5 Reposed 2018 48 48 80% 38 5 Reposed 2019 178 178 80"/0 142 '/ Reposed 2019 601 601 25% 150 9 Roposed 2019 1,221 1,221 501. 150 6 Reposed 2020 40 40 80% 32 9 Reposed 2020 249 249 80% 198 5 Reposed 2020 278 278 25% 90 5 Reposed 2020 277 277 80% 222 5 Reposed 2021 331 331 50% 5 Reposed 2021 262 M2 50% 5 Reposed 2021 391 371 50% Total: Sf4W 5,460 65% 182 298 1,60/ 521 182 260 334 170 388 2/2 38 142 150 461 611 32 198 /0 222 166 IN 131 131 186 186 THE CONCORD GROUP 11 Z,, 1 � • EXHIBIT I-8 Considering large planned product and the concluded SUPPLY VS. DEMAND apartment demand, the Comnetitive Market Area will COMPETITIVE MARXBr AREA take a short term dip in occupancy, with a projected low 2017 THROUGH zou of 92% in 2021. Projecdoo Annual 5-Ye Year: 3Q17 2017 2018 2019 2020 2021 Total Source: Apartment Inventory Start ofPen od 37,244 37,426 3],]24 39,331 39,852 Subject Site Units 522 522 Planned Supply 192 298 1,607 521 943 3,550 Exhibit I -]A Total Additions 192 298 1,607 521 1,M5 4,072 End of Period 3],244 37,426 3],]24 39,331 39,852 41,316 Exhibit I-5A Ocrupancy Start of Pen ad Occupied Units 35,]54 35,876 36,364 36,851 37,339 Additional Demand 122 488 488 488 488 2,072 Exhibit IfiA End of Period Occupied Units 35,]54 IF 35,8]6 36,3M 36,851 3],339 37,826 Occupancy Rate 96D% 95.9% 96.4% 93.7% 9390/a 91.6% Exhibit I-5B Over / Under Supply Evaluation Stabilized Occupancy 95% 95% 95% 95% 95% 95% Stabilized Occupied Units 35,382 35,555 35,838 37,364 37,859 39,250 (Under)/Over Supply (372) (321) (525) so 521 1,424 2,000 (Under) /Over 6upply 99 �(Uvder) /Over SuPPIy - Baz -OccupaAnry-Live �Bh ) (I, (1, (2,000) 91% 3Q17 2017 2018 2019 2020 2021 ,500 98% ,000 9]% SOD 96% 0 95% ( 500) 94% 000) 93% 500) 92% 17590.00 Macro: SD 2/II THE CONCORD GROUP 18 60A-29 Macro: SD 2/II THE CONCORD GROUP 18 60A-29 II. COMPETITIVE SET 19 60A-30 Map Year Key Prnjeet Name Bunt CMA A The Marke 2014 B Tustin Cottages 2011 C Metropolis 2017 B Reaideneea.Jamborm 2017 E Niveteen01 2016 P Puaion 2017 G The Alton 2016 17 The K Iviv Apartments 2014 I AM11 Uptown Grange 2016 J Arnals 2014 Platinum Triangle OK Je era®Platiunm Triangle 2017 17690.00 Receampa: Lee 11112/II EXHIBIT H-IA INVENTORY -LOCATION COMPETTTIYE MARKET AREA NONTMBER 2017 eyland Park Q Cora, L.mim QITTAA ' tlrangs yellow 1rv,ve snoy California "` _ = park Acres 4tivefl[Bre Party xe=oA.o - Irvfn Red Rerna,mvg CMA Grey Plabvum Triangle Orange El Modenafl P4rers Canyon a t5G7 Regional Park Oak Carty rden Grove r= 1 �i Subject Site />/V( Nonh 7uat in Saneio e _ canpon Santa Ana Lorna Ridge Li, 19J J9rm © 6 _� 1 I13a1 fa Vlne Irvine Vallry College IP CnTsr Cnlepe6 Jvin Wayaie QBQOrn CIL! Irvine Airport ,. surii a Ana Ilnivprclty U imrrv= ,rsrsmr MSIDE f Clifornia Naight, W.. SpEGZPIfM1I ^d.,'n oacPrvras ,,,. LI c asra mrs. 3 Irvine runny erica Quoit niu Costa Mesa �Ti �e�op � � -�Mi. c�'i°Man adaea 92G1 ] ewvle 1 m TI 1E CONCORD GROUP 20 60A-31 EXHIBIT 11-1B RENT POSITIONING COMPETITIVE MARKET AREA NOVEMBER2017 Map KJ_ Cohir Lontkm Yell. =Irvine Red =Renawming CMA Gey= Platmom Triangle Projem Rame CElea. links ' Year Boilt Ele Occ. 0 --- EnRMh (bT Bed Comt) 1 2 3 EUR She O enB Base Rent $ $/If Pm'mt Aven es(Sk a and List Rent) Ome-Bedrooms Tun -Bedrooms CnR Baae Rent Unit Base Rent She $ $/sf She $ $/sf Three- rom s EUR Base Rent She $ $✓sf Cam etkRe MarkekAna A The Marke Santa Ana 5 300 M14 5 95% 0% 32% 35% 33% 1,101 $2918 $265 7" $2,205 $289 1,133 $2,794 $247 1,387 $3,72A $268 B T.Am COMages Tustin 4 93 M11 4 98% 0% 0% OM 100% 1,641 $2,855 $1 ]3 - - - - - - 1,642 $2,855 $1 ]3 C Mehcpolis Irvine 4 232 M12 4 97% 13% 53% 21% 14% 1,073 $2]72 $2.58 905 $2,506 $2.2] 1292 $3,006 $233 1,653 $3,855 U33 H Residences on Jamboree Irvine 5 381 M17 5 96% 19% 42% 33% 6% 911 $2.593 $285 750 $2,327 $3.10 1,151 $2,922 $9.54 1,444 $3,76 $262 E Nmemen0l Santa Ana 5 264 M16 5 95% 0% 4 % 50%. 4% 1,019 $2,553 $2.43 B3 $2,144 $259 1,182 $2,818 $239 1,799 $3,940 $219 P lmsim I,me 5 208 M17 5 100% 30% 30% 4W. 0% 922 $2,526 $274 757 $2284 $302 1,145 $2,945 $257 - - - G The Akw Irvine 5 344 M16 5 96% W. 60% 35% 0% 992 $2,450 $309 %8 $2212 B31 1,041 $2,913 $280 - - - H The Kelvin Aparhnents Irvine 5 194 M14 5 99% M 71% 29% 0% 900 $2,,107 $267 788 $2,197 $2.] 1,168 $2,911 $2.49 - - - I AMLI Uptown Lange Lange 5 334 2016 5 95% 5% 49% 43% 4% 916 $2,381 $2 60 791 $2,109 $293 1,079 U,651 $246 1,413 $3,454 $244 J Amalfi Tostm 3 M2 M14 3 99% 6% 95% 1P% 0% 299 $2,252 $2.83 949 $2,194 $294 1,072 $2,586 $241 - - - CMA ToUL 2,892 2015 9A 8% 51% 32% 9% 945 SZM3 $2.61 964 $2,228 $291 1,128 $2,818 $2.M 1,S50 $3,442 $225 Phtimmm Trb mgle ® Jeffuwm Plainom Tdamgle Anaheim 5 200 M19 5 94% 14% 25% 51% 11% 986 $2,691 $273 992 1 $2241 $290 1,114 $2,869 $259 1366 $3,569 $261 CMA Total: 200 2017 74% 14% 25% M% 11% 986 $2,691 $2.73 7M $2,241 $ M 1,114 $2,869 S= 1,366 $3,561 $2.61 Source_ ApemduA l759o.00 Re<Cmnps_ Pus THE CONCORD GROUP 11112/II 21 60A-32 Color—L.a[no Ye➢o inmg e Red=R.mivwgCMA tarry=Platinum Triavgk Project Nsme TheM &e TuAm Cottages M9ropo➢s Residences. Samb.ee N.ve Ol . Fusi. The Alt. The Kelam Aparhn.ts AM lUptown Omvge Amalfi Setters. Pmtmmv Triavgte Tab FArenge: EXIOBIT B4C INVENTORY -VACANCY BY LMT TYPE COMPETITIVE MAREET AREA NOVEMBERMV Year Base Uuh Sher Uuh Comt Cud Mh Vacav� Rate Built R®t Total 0 1 2 3 0 1 2 3 0 1 2 3 V..,(1) 0 1 2 3 2014 $2,918 300 — 964 1,133 1,389 0 95 im lw 0% 32% 35% 33% 5D% — 4% 9% 2% 2011 $2,855 93 — — — 1,647 0 0 0 93 0% W. 0% 1�b 22% — — — 2% 2017 $2,772 232 7M 905 1292 1,653 29 123 4S 32 13% 53% 21% 14% 34% 0% 0% 1] 0% 2017 $2,593 381 675 ]SD 1,151 1,4 71 M 12 23 19% 42% 33% 6% 3] 1% 3% W. W. 2016 $2,553 264 — 833 1187 1,799 0 IM 131 11 0% 4 % 50% 4% 53% — 6% 5% 0% 2017 $2,526 2D8 791 757 1,145 — 63 62 83 D 3D% 30% 40% D% 00% D% 0% 0% — 2016 $2,450 344 516 668 1 Wl — 16 M7 121 0 5% 60% 35% W. 44% 6% 4% 4% — 2014 $2,407 194 — 788 1,168 — 0 137 5] D 0% 71% 29% W. 05% — 0% 2% — 2016 $2,381 334 5]D 991 1,09 1,413 16 164 142 12 5% 49% 43% 4% 51% W. W. 1% 42% 2014 $2252 542 5M 747 1,02 — 33 409 IW 0 6% 75% 18% 0% 13% 0% 0% 5% — 2017 $2,691 200 60D Y12 1,114 1,366 27 50 102 21 14% 25% 51% 11% 265% 4% M% 31% 38% 2016 $2,534 3,092 680 'I65 1,126 %9 255 1529 1016 292 8% % 9X 4.7% 8.D% 50% M 45% ao% 6 D% 0% ® 35% 3D% 4 0% 25% 3.0% 0% 15% 20% • 10% 10% 5% o D% W. BNdio 1-Bed 2-Bel 3-BM ov.,(ber, left axis) •Mix ofivv.tey(crd, right—) (1)Repm�tsavaihbhtyofwitsasperle gag.tsand comma web tesand excludes pmje mIm p S. App.dh A 1759000R .mps. Vac 11/12/17 THE CONCORD GROUP 22 60A-33 EXHffiR IIID I:VVENTOAY- FIAOA PLAN N1ii-DETAIL Then jority of units in the tuna range from ]00. COIIIPETRIVE mfAnicET AREA 1, 150 SF and $2,200-$2,800. NOV£X11EB2o17 Units by Rent Aauge Mass) Bed Under S2A00 S2, S2}00 S2,150 S2,200 S2,250 S2j00 S2 50 S2,400 S2450 S2,500 S2$50 52,6110 52,650 S2,70l K,]5) 52,8p1 52,850 S2,91p Total Count S2,000 S2,050 S2,100 $2,150 S2200 S2,250 S2,300 S2}50 S2,400 32p 0 S2$00 $2,SSo R,600 52,650 S2,700 S2,750 S Affl 52,8511 $2,9w Plus Num. Share 0 61 10 tl 0 20 73 68 0 0 12 0 0 0 0 0 0 0 0 01 0 255 8% Shaw 24% 4% 4% 0% 8% 29% 271k 0% 0% 5% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 1 89 116 SS 266 113 245 175 Ill 193 21 t8 34 3 20 21 1 4 0 0 11 1,529 49% Shan, 6% 9% 6% 17% 7% 16% 11% 7% 13% 1% I% 2% 0% 1% 2% 0% 0% 0% 011. 1% 2 0 0 0 0 0 0 0 0 4 17 S 91 yy 54 57 138 59 98 153 2W 1,016 33% Shane 0% 0% 0% 0% 0% 0% 0% 0% 0% 2% 1% 9% 9% 5% 6% 14% 6% 10% 1595 26% 3 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 73 0 219 292 9% 8haze 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 25% 0% 75% To[aI 150 126 96 266 133 319 ]A3 111 19'1 50 26 125 80 70 81 139 63 1'R 1V 4% 3,09E iw-% Cumulative 5% 9% 12% 21% 25% 35% 43% 47% 53% 55% 55% 60% 62% 65% 679/. R% 74% 79% 84% 100% Undxby Floor Plan Size Bange Bed tinder 699 650 700 750 800 850 900 95o I,000 £05o I'm 1,150 1$ I$50 1j 1j% Iplp Up 1, Total Count 600 610 Win 750 8W 8.'io 900 954) LOD) 1050 IIOD 1150 1,20D 1,2511 Ijpl U50 1p00 1, 1$ Plus No.. Share 0 85 0 90 ly 0 51 12 0 0 0 0 0 0 0 0 0 0 0 0 0 255 9% Shan, 33% 0% 35% 7% 0% 20% 5% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 1 33 176 165 350 252 287 144 42 53 27 0 0 0 0 0 0 0 0 0 0 1,529 49% Shan, 2% 12% 11V. 23% 16% 19% 9% 3% 3% 2% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 2 0 0 0 0 0 0 0 0 114 126 200 323 66 95 48 2 y 13 y 15 1,016 33% Shan, 0% 0% 0% 0% 0% 0% 0% 0% 11% 12% 20% 32% 6% 9% 0% 1% 1% 1% 1% 3 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 56 49 141 292 9% 8tae 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Q% 19% 5% % % 10% ty% 3,09E 1pl°/o Total 118 I76 42 200 323 66 95 48 58 23 43 56 im 3% Cumulative 4% LO°/ tA% 18% 30% 9% 38% 9% 49% 54% 4% % 55% 6L% 1% 5% 65% R% 92% 85% AA% 09% 91% 92% 93% 95% 0% t00% I50 Unit Count by Bat Range (]]ass, NO 350 300 no .0 150 too so a QUWQU50 Q,100.52,ISo SL."0. 50 S".vJ50 UI.U,450 sz,. 2,650 Q,701Q10 Q,&"W'. $29W-Fl� -r- Diem o2em ®l+em 800rce App®du A 1759000 B *mps: Mix 1112/II THECONCORDGROUP 23 60A-34 EXBffiFF II-IE INVENTORY -AMENITIES The Subject Site will have ameutiea/inteior COMEETITTVE MARKET AKEA apecs on -par with those found at The Kelvin NOVEAI R2017 Apartment. and AML1 Uptown Orange. Aolec[: bRHroptlu The Kelvw Apartmeats AMLI Bar —Orange Am.Hj T1e Community Summary City Irvine Irvine Osage Tustin SamaAm Address 2100Shcie- 2850Kdvin Ave 385 S11aud:cmr Ave 16000L,,acyRoad 100EMaNnAm Blvd Yem Bolt 2017 2014 2016 2014 2014 Elevation 4 3s 5 3 5 Ism. 232 194 334 542 300 Average Rea¢($) $2712 $4407 $2,381 $2,252 $4918 Average Rent($/sn $258 5267 $260 $283 $265 1-Beds 53% 71% 49% 75% 32% %2-Bah 21% 29°/ 43% 19% 35% Community Amenities FimessCemer Yes Yes-241r Yes Yes Yes Business Cater Ye Na Yes Yes Yes Conference Room Yes No Yes No Yes Camcf—Common Ar- Y. Yes Yes Yes Yes Outdoor Kltchen/BBQ Yeses/Chess Clubhouse Yes Yes Yes Emertainmal Roam TV Lounge Game Lounge &TcL Lounge Shd9eboad&Pond Table Tech Lounge Fueplacecmntyard Card table; Shuftdtomd, Table Trans, de Pool S anteater Resort with small Spa Resort S .heater Resortwith small Spa Resort S .heater Resort with small Spa Uher Areas Bowling Alley Dan Run Pet Spa Dog park & wash Oaakp m Theater Per Spa Station Bikeapairmo Common green park BikeStoage Library Ia—barwith Stadmcks Bowling Alley i Tot L. Per Spa Intense Spec Xitch® - Appliance SS SS SS SS SS Comt¢s Quarts Quark Qum6 Quartz Q.. Floar Wood AmkTile WoodAmkTile WcodAaklTlle Wood Aak Tile Wood Amk Tile Cabinets Waod Wood Wood Wood Wood WasherM,erin Unit Sideby-side Stacked Stacked Stacked Stacked Marine(cammon) Wood Plank/Cmpet Waod Plonk/Carpet Wood Aank/Carpet Wood Plank/Cmpet Waod Plank/Crepe Bdanyd?atio Yes Yes Yes Yes Yes Other Parking Assigned-UMergmund Garage Garage Garage Garage Induded in Rat Yes Yes Yes Yes Ye pan. Storage Na Yes Na Yes Yes Picture I I' 1759000 RecCompr Amain¢ 11/12/17 THECONCORDGROUP 24 60A-35 III. SITE SPECIFIC ANALYSIS 2� 17590.00 Maps: Local 11/12/17 EXIT III-1 LOCAL SETTING CONWETITRT MARKET AREA NONTNMER 2017 THE CONCORD GROUP 20 60A-37 EXHIBIT III-2 SITE PLAN COMPETITIVE MARKET AREA NOVEMBER2017 a nmei nn. FS�M010 SINULI R MILY Ak61M a411A ne Subject Site will be proximate to retail found at MainPlace Mall to the North 2525 MAIN ST. APARTMENTS- SANTA ANA, CA N wW Beech, G, (313)5]14 17590.00 Maps: SP 11/12/17 N LOOF I EATING MAIN 61RLLt muvrcum !munMlx �'..w.A -nYnYiemN�xvp l 4& CMCPPEJAI 1ANNSC.APF PI AN - L.1 mill 1 a,I THE CONCORD GROUP 2] Z,' 1 � • EXHIBIT IIIJ PRODUCT RECOMMENDATIONS 2525 MAIN STREET, SANTA ANA NOVEMBER 2017 Project • Located in the Orange County dty of Santa Ana, an up-and-coming neighborhood with planned new term development Dcscriptic m: • The area alongside I-5 and 55 moving south until the 405 highway make up the direct competitive area for the site labeled as Competitive Maker Area ("CMA") • 522-units in an eight story wrapped stmcture • Pry ect slated to have top -of -market specillcan ons (see lower dgbt comer) Markefing • Shong Market Dynamics - Strong j ob growth in Orange County("OC")(2.6% annually over last 5 years) Advantages: - Addifionally,2016 showed high occupancy and strong rent growth (96% and 12.2% respectively) in the CMA • Household Rent Growth - High historical household rent growth, with 1.7%annual CMA growth from 2000 to 2017 in the CMA • Proximity to retail m of transit - Adjacent to 5 and 55 freeways, main connectors to regional employment cores - Close to downtown Santa Ana, with nightlife and employment Markefing • Noise Pollution - Freeway adjacency will have some sound pollution that may be a slight marketing hurdle Challenges: • Fedwe Developments - With large scale ofproject and projected deliveries, lease up will compete with new and similar location type product. Target •Key demographics for the Project are Young Singles and Couples with some Families and Mature Professionals/Empty Nesters Renter - Young Singles and couples are the majority ofnew demand with 92%(352)ofdemand Profiles: - Families are projected to be 13%(M)of overall demand with mainly desiring 2 and 3 bedrooms - Mature Professionals / Empty Nesters equate to 14%(90) of projected demand with equal desire for 1 and 2 bedrooms • Based on TCG's detailed demand segmemmi on analysis, the CMA attracts households with the following housing needs 50% 113s, 45%213s, and 5% 313s Positioning •Posihoned at mid -of -market within the CMA due to location, proximity to retail, and vintage Rafioaale & • Discount to newer large scale product found in the Irvine Bui mess Center ("IBC') due to closer proximity to lager employment cores Key Co npoufioa: Rea[ TCG Recommendations Amenity Intedo: Quartz countertops, full file Meksplashes, basic Rerommendafions: Bed/ Unit Mrs Unit Base Rereannu datiots: stainless still appliances, eco-plank/wood plank flooring Bath Nam. Pert. Size S $/af in-unitwasher/dryer,squared-offmid-sizedbalemies, high -end light fixtures, wide windows 0 / 1 73 14% 512 $1,800 53.52 1 / 1 290 56% 926 $2,125 $2.93 Community: Business center /work space, lounge area w/ 2/2 140 27% 1,063 $2,700 $2.54 coffee and TV, pet friendly, secured 2/2 19 4% 1,311 $3,100 $2.36 self-service package delivery space TotaVAvg.: 522 100% 808 52,269 $2.81 Lease -Up 20-30 units/month Projeefioa: 17590.00 RecCamps: Rea 11/12/17 THE CONCORD GROUP 28 60A-39 $3,500 Co"n =Ln.a— $3,400 yell.—Li.ai $3,300 Red =Remning CMA (Ire, — Platuoun Triangle $3,200 $3,100 $3,000 $2,900 $2,800 $2,900 $2,600 $2,500 $2,400 O $zsoo El $2,200 <44 ❑ 00 $2,100 O O O $2,000 OQ $1,900 - O _ ❑ $1,800 400 500 fi00 000 EX=U M4A RENT TO SIZE POSITIONING -OVERALL COMPETITIVE MARKET AREA NOVEMRER 2017 -1 O +� ❑ + O❑ + O ■ + O+ O + O O L9❑ + ❑ G+ 0p0 0� <51 +0 + � �+ + + OEl Z\E] 0 ❑ ❑# ❑ O OE ] + 2❑Q7A ❑ O O — El 800 900 1,000 1,100 1,200 1,3M 1,400 —i—TC0/3ase Reca 0 Ninet.01(2016) ♦ Tnatin Colfagea(2011) ❑ Reaid®eeaon Jvnboree(201n O The Alton (2016) 0 11se Kevin Apartments (2014) A Amalfi (2014) ■ Th. Mark. (2014) d Pnsion(2017) 0 AM IlJpt..Orange(2016) + Metropolis(2017) ■ Jefferson Platinum Triangl.(20In Source: Appendix A 17590.00 R.Comps: RS 11112/II 1500 I THE CONCORD GROUP 29 $2,500 Ca1ar=L«aBau Ydl.= i. Red=Rem m, CMA $2,400 Grey =Plativ Trig gl $2,300 $2,200 — $2,100 $2,000 $1,900 — $1,800 EXHBIT H14B RENT TO SIZE POSITIONING - STIBIO/ONE COMPETITIVE MARKET AREA NOVEMBER 2017 0 O ❑ g + O ❑ O ❑ O +F A g +❑ 0 El+ + El + ❑n+ �❑ O El ❑ ❑JD O ❑ ❑+ O El O � O ElOp � ❑ + ❑ �O El d O ++(D p O a 550 600 650 900 n 950 800 850 000 a-TCGBase Recs ■ Niveteea01(2016) ❑ Resides .Jambmee(2017) 9 Th. Alt.(2016) O Th.K.Mn A,a ,.ta(2014) ♦ Ama18(2014) 9 Th. Marke(2014) © Fasim(2017) 9 AMLI IIptow¢Graage (2016) + Metropolis (2017) ® Rff¢ a Plafi. Triangle (2017) S.: App &. A 17590.00 R.Comps: RS 11112/II THE CONCORD GROUP as 60A-41 EXHHITT IHAC RENT TO SIZE POSEIION G-TWO-BEDROOM COMPETTTIVE MARKET AREA NOVEMBER 2017 $3,500 Color=Laeatian $3,400 Yellow=Irvine Red =Remaining CMA 0 tarry=Plafinan Triangle 0 ❑ $3,300 0 $3,200 + $3,1 D0 LP ❑ $3,000 0 0 0 0,0 bJ ❑ $2,900 0 OD / O 0❑ n❑ +� O O o O ❑ FT $2,800 - — +� ❑ ++ C)$2,900 ■ �+I ❑ © LJ El L + 00 $2,600 `L + O p O p p p $2,500 ❑ — ❑ C $2,4000 950 1,000 1,050 1,100 1,150 1,200 + c ❑ + El C ❑ 0 0 + 1,250 1,300 —._TCOBaae Recs ■ Nindeen0l(2016) ❑ Reaid®ee n.Janbar.(2017) 0 Th. Alt.(2016) © Tl e Kelvin Apaimiente (2014) A Amalfi (2014) + The Marke (2014) A Fusion (2017) • AM I Uptown 0range(2016) + Mehopolk(2017) ❑ Jefferson Platiman Triangle(2017) So : Appendix A 17590.00 R.Compa: RS 11/12/17 THE CONCORD GROUP 31 60A-42 N. FISCAL IMPACT 52 December 7, 2017 Via Electronic Mail John Shumway, Principal THE CONCORD GROUP 369 San Miguel Drive, Suite 265 Newport Beach, CA 92660 2525 N. MAIN STREET, SANTA ANA DEVELOPMENT FISCAL IMPACT ANALYSIS Dear Mr. Shumway: RSG, Inc. ("RSG") was retained by The Concord Group ("TCG") to perform a fiscal and economic impact analysis for the development of a proposed 5.9-acre multi -family unit project located at 2525 N. Main Street ("Project') in the City of Santa Ana ("City"). TCG obtained this analysis on behalf of the property owner/developer, 2525 N. Main St LLC ("Developer"), who recently applied for redevelopment with the City's Planning and Building Services Department. The Developer proposes to demolish the existing two-story vacant office building and construct several five -story type III -A residential apartment buildings (totaling 517 market -rate units) surrounding an 8-story type I -A parking structure with an amenity deck, pool, gym, meeting space, and other resident - serving uses (see Figure 1 on page 9). This letter describes our analysis, methodology, and anticipated recurring fiscal impacts resulting from development of the Project. As is typical at this stage, our conclusions could evolve as the application moves forward though the design and environmental review process. In brief, RSG anticipates the following fiscal outcomes over a 25-year forecast period, presented in both nominal and real value (2017$) discounted at a 4 percent discount rate: • Approximately $33.5 million ($19.0 million in 2017$) in additional City General Fund revenue, including construction period revenues, recurring site -specific tax, and other Project revenues. • Approximately $415,200 (2017$) in property tax revenue per year, as opposed to the current $32,300 (2017$). The site development would generate approximately $16.5 million ($9.4 million in 2017$) after 25 years. • Over the same 25-year period, the City General Fund expenditures associated with the Project total $10.0 million ($5.4 million in 2017$). • Asa result, the net new General Fund revenue is projected to be approximately $23.5 million ($13.6 million in 2017$) from the acquisition and development of the Project. 11/12/17 33 The following table summarizes the estimated fiscal impacts attributed to the Project. Year -by year projections are included as an exhibit at the end of this report. NET NEW RECURRING GENERAL FUND FISCAL IMPACTS 2525 N MAIN STREET, SANTA ANA 25-Year Recurring Revenues Property Tax In -Lieu 10,730,966 6,153,523 Utility User Tax 3,150,459 1,714,376 Residential Derived Sales Tax 2,554,468 1,390,058 Business Tax 625,203 340,215 Construction Business Tax - - Construction Sales Tax - - Total Revenues $ 33,522,196 $ 19,037,560 Less City Expenditures $ (10,008,990) $ (5,446,563) NET NEW REVENUE TOTAL $ 23,513,206 $ 13,590,997 Sources: City of Santa Ana, County of Orange, California State Board of Equalization, ESRI Business Analyst Online, and RSG, Inc. PROJECT DESCRIPTION The Project site is located at 2525 N. Main Street in Santa Ana, across from the Orange County Discovery Science Center at the northeast corner of Main Street and Edgewood Road. The P (Professional) -zoned site is approximately 5.9 acres and is currently developed as a single two- story office building and paved parking lot. The building has been vacant for several months, following the closure of the data center operated by Wells Fargo about a year ago. After many years of lower rents and oversupply, Orange County is beginning to see an increase in demand and rents for office space, with some first -tier areas (such as Irvine and Newport Beach) beginning to experience new construction of Class A properties. However, this has not yet occurred in central Orange County and Santa Ana, where rents are not sufficiently high to support the cost of construction. Shortly after acquiring the office building from the Trust that held it for many years, Wells Fargo listed the property for sale in early 2017. By August 2017, the Developer purchased the property for purposes of redevelopment into luxury apartments. The Developer is currently developing another (larger) apartment and commercial project on Dyer Road, just west of Red Hill Avenue in Santa Ana in the location of a former industrial building. Central Orange County has seen a recent growth of infill luxury and market rate apartment construction, particularly in areas where office and other commercial uses are no longer viable. In this case, the Project entails development of 517 units of apartments, an 8-story, 910-space parking structure, and an amenity deck comparable to what is found among many newer apartment complexes built in area. 11/12/17 34 Asa part of the application for development with the City, the developer has been asked to provide a fiscal impact analysis of the proposed Project. The City's fiscal concerns are reasonable given the slow recovery of the Santa Ana General Fund coming out of the Global Financial Crisis. FISCAL IMPACTS METHODOLOGY Property Tax Revenue RSG utilized the current City property tax share as reported by the County of Orange ("County") Auditor Controller to estimate the City's share of property tax that would result from development of the Project. The property tax revenues presented in this report are net of any current revenues received from the site (estimated at $32,300 in 2017-18). The net new assessed value as a result of the Project development is approximately $218 million (2017$). The estimated annual property tax revenue upon completion of construction is approximately $415,200 (2017$). RSG assumed 2 percent inflation on property tax revenues over the 25-year projection period, resulting in $16.5 million ($9.4 million in 2017$) in net new property tax revenues for the City General Fund. Please note: discounted projections throughout this report reflect the net present value, or NPV, at a 4 percent discount rate. PROPERTY TAX REVENUE 2525 N MAIN STREET, SANTA ANA Current Valuation $ 16,955,000 Proposed Project 235,200,000 Net New Value $ 218,245,000 City Property Tax Rate 0.190255615 Property Tax Revenues $ 415,223 Source: County of Orange Auditor Controller, RSG, Inc. Property Tax in -lieu of Motor Vehicle License Fee Revenue The City receives property tax in -lieu of motor vehicle license fee ("MVLF") revenues, as calculated by the County Auditor -Controller. Property tax in -lieu is based on a growth rate in assessed value between 2004-05 and the current year. The City's growth rate during this period is approximately 48.417 percent. The growth rate is then applied to the City's MVLF 2004-05 base year value of $19.8 million. As a result of these calculations, the City's 2017-18 property tax in - lieu is estimated as $29.4 million. The Project is expected to increase the City's assessed value by approximately 1.06 percent, resulting in a like increase in net new property tax in lieu of MVLF revenues of approximately $312,700, or $10.7 million ($6.2 million in 2017$) over the 25-year projection period. �• ' •. 11/12/17 35 PROPERTY TAX IN -LIEU OF MOTOR VEHICLE LICENSE FEES 2525 N MAIN STREET. SANTA ANA 2004-05 City Assessed Value $ 15,979,631,532 2013-14 City Assessed Value 23,716,558,812 Growth 48.417% Santa Ana 2004-05 VLF $ 19,819,113 Santa Ana 2017-18 VLF 29,415,019 Project Assessed Value /1 $ 252,143,679 Increase in Assessed Value 1.06% Property Tax In -lieu Revenue $ 312,727 /1 Inflated pursuant to the construction schedule Source: County of Orange Auditor Controller, RSG, Inc. Utility User Tax The City assesses a utility user tax of 5.5 percent on electricity, gas, water, and telephone revenues generated in the City. Utility costs were estimated by RSG based on a review of similar projects and utility costs in Orange County. Assumed annual utility expenditures subject to the City's UUT consist of: Gas at $270 annually ($240 in 2017$), water at $480 annually ($540 in 2017$), electric at $1,351 annually ($1,200 in 2017$), and phone at $878 annually ($780 in 2017$). Based on these assumptions, RSG estimates that utility user tax revenues generated by the Project will be approximately $86,410 per year, or $3.2 million ($1.7 million in 2017$) over the 25- year projection period. UTILITY USER TAX REVENUE 2525 N MAIN STREET, SANTA ANA Energy Expenditures per Household $ 3,039 Number of Households 517 Total Residential Energy Expenses $ 1,571,098 City Tax Rate 6% City Tax Revenues $ 86,410 Sources: City of Santa Ana Energy Information Administration, RSG, Inc. Resident -Derived Sales Tax The additional residential households in the City are expected to result in increased sales for retailers and restaurants in the City. RSG obtained average annual household expenditures for households within a 15-minute driving radius of the Project from ESRI Business Analyst Online. By adjusting the household expenditures based on taxable and non-taxable sales, RSG estimates 60A-47 11/12/17 36 that each household generates approximately $27,000 in taxable sales per year. RSG adjusted this figure to 50 percent as the Project is located in close proximity to several significant shopping centers, including MainPlace Mall, City Place Shopping Center, Centre on 17th Shopping Center, and Downtown Santa Ana, among others, which lie within the city of Santa Ana, although many other shopping destinations existing nearby in other cities (Orange, Tustin, Irvine, and Anaheim). The total residential derived sales tax revenues are approximately $70,000, or $2.6 million ($1.4 million in 2017$) over 25-years. RESIDENT -DERIVED SALES TAX REVENUE 2525 N MAIN STREET, SANTA ANA Taxable Household Expenditures $ 27,104 Number of Households 517 Estimated Transactions within City of Santa Ana 50% City Share of Sales Tax 1 % Resident -Derived Sales Tax Revenues $ 70,064 Source: California State Board of Equalization, RSG, Inc Business Tax The City assesses a business tax on retail, restaurant, and multi -family management companies. Retail and restaurant business taxes are assessed based on annual sales while management company business taxes are assessed based on a base tax rate plus a rate and surcharge per unit. The Project will not involve a retail component, making the entire business tax revenue dependent on the management company business taxes. The combined business tax revenues are approximately $17,100, or $625,200 ($340,200 in 2017$) over 25 years. BUSINESS TAX REVENUES 2525 N MAIN STREET. SANTA ANA Multifamily Business Tax Basic Tax Rate $ 52 Disability & Education Fee 4 Registration Fee 31 Per Unit Tax Rate 10 Per Unit Rental Surcharge 23 Number of Units 517 Multifamily Business Tax Revenues $ 17,148 Sources: City of Santa Ana, RSG, Inc \• • 11/12/17 37 CITY EXPENDITURES RSG utilized the additional population of the Project to estimate the total added expenditures by the City General Fund to service the Project. RSG assumed that each studio would house 1.20 residents, each one -bedroom unit would house 1.75 residents, each two -bedroom unit would house 3 residents, and each three -bedroom unit would house 4.25 residents. Overall, this works out to an average household size of approximately 2.16 residents per unit, which we consider supportable given the unit mix that is more heavily weighted towards one -bedroom configurations (Fig. 2). Figure 2 Number of Units Per Type Studio 62 12% 1 ad. 304 59% 2 ad. 108 21% 3 ad. 43 8% Source: RSG. Inc. While Santa Ana as a whole has a much higher average household size, many of the denser residents live south of 17'h Street. By comparison, within a 0.5-mile radius of this site, average household sizes are approximately 2.65 persons, which include both single family and multifamily housing, and an overall larger unit sizes with two or more bedrooms. Rent levels and bedroom sizes are often a driver of occupancy, as these units are expected to rent at the top end of the Santa Ana rental market, we anticipate renters to be more affluent and smaller households than what is found elsewhere in the City, and more like what exists in newer complexes being constructed today. RSG gathered data from the US Census and ESRI Business Analyst Online to estimate the equivalent full-time residents of the Project. Approximately 14 percent of Santa Ana residents work within the City, which, in effect means that the City of Santa Ana is servicing these 11/12/17 38 resident/employees 100 percent of the time. Thirty-four percent of Santa Ana residents work outside the City. Assuming the residents that work outside of the City are outside the City limits from 9 am to 5 pm, Santa Ana is servicing these residents approximately 76 percent of the time. The City's remaining residential population (about 52 percent), is serviced by the City 100 percent of the time. Based on the total retail square footage, 86 percent of the retail employees will live outside of Santa Ana and be serviced by the City during the retail hours of operation (24 percent of the day). Accounting for all residents and employees based on the percent of time spent in the City, the Project will generate a daily (24/7) population of 1,011 persons. RSG identified costs in the City of Santa Ana FY 2017-18 Adopted Budget that are variable costs by department, as opposed to fixed costs. Variable costs are expenditures by the City that increase or decrease based on the residential and employee population in the City. The City Manager and City Attorney offices, for example, are fixed costs that will not vary based on population. Meanwhile, Police and Parks and Recreation departments will experience service increases due to the added population. RSG estimated the added City expenditures as a result of the Project at approximately $239,200. Over a 25-year projection period, the Project will add $19.7 million ($5.5 million in 2017$) in City expenditures. SUMMARY OF RECURRING CITY EXPENDITURES' CITY OF SANTA ANA 2525 N MAIN STREET, SANTA ANA Current City Project -derived Total City percent City Department Expenditures2 City Expenditures Expenditures' Increase City Manager's Office $ 2,802,902 $ - $ 2,802,902 0.00% Non -Departmental & Interfund Transfers 14,598,981 - 14,598,981 0.00% Clerk of the Council Office 1,094,794 64 1,094,858 0.01% City Attorney's Office 3,192,300 - 3,192,300 0.00% Personnel Services 1,706,001 251 1,706,252 0.01% Finance & Management Services 5,575,056 577 5,575,633 0.01% Bowers Museum Corporation 1,476,130 - 1,476,130 0.00% Parks, Recreation and Community Services 19,966,850 2,176 19,969,026 0.01% Police Department 115,871,367 163,848 116,035,215 0.14% Fire Services 50,417,145 72,247 50,489,392 0.14% Planning& Building Agency 10,106,101 69 10,106,170 0.00% Public Works Agency 6,847,195 - 6,847,195 0.00% Community Development Agency 547,116 - 547,116 0.00% Total in FY 2017-18 $ 234,201,939 $ 239,233 $ 234,441,171 0.10% Total in 2021-22(1st Year of Stabilization) $ 274,525 r For this analysis, RSG idenfified departmental costs in the City of Santa Ana FY 2017-18 Budget that are variable costs, as opposed to fixed costs. Variable costs are expenditures by the City that increase or decrease based on the residential and employee populafion in the City. For example, City Council and Human Resources salaries and wages generally are fixed costs that do not vary based on populafion. Meanwhile, the Fire Services and Parks & Community Services departments will likely experience service cost increases due to the added populafion. 2 Current expenditures are based on adopted expenditures in the City of Santa Ana's FY 2017-18 Budget. 3 Sum of current City expenditures and project -derived City expenditures. Sources: City of Santa Ana, RSG, Inc., US Census Bureau 60A-50 11/12/17 39 11112117 25-YEAR NET NEW RECURRING FISCAL IMPACT PROJECTIONS 2525 N MAIN STREET, SANTA ANA Residential Property Tax Utility User Derived Sales Gross City Year Property Tax In -Lieu Tax Tax Business Tax Revenue Expenditures Net New Total CY1 2019 $ 308,576 $ 201,160 $ - $ - $ - $ 509,737 $ - $ 509,737 CY2 2020 479,718 312,727 - - - 792,445 - $ 792,445 1 2021 489,312 318,982 86,410 70,064 17,148 981,916 (274,525) $ 707,390 2 2022 499,098 325,361 89,003 72,166 17,662 1,003,290 (282,761) $ 720,529 3 2023 509,080 331,869 91,673 74,331 18,192 1,025,144 (291,244) $ 733,900 4 2024 519,262 338,506 94,423 76,560 18,738 1,047,489 (299,981) $ 747,508 5 2025 529,647 345,276 97,256 78,857 19,300 1,070,336 (308,981) $ 761,355 6 2026 540,240 352,182 100,173 81,223 19,879 1,093,697 (318,250) $ 775,447 7 2027 551,045 359,225 103,179 83,660 20,476 1,117,584 (327,798) $ 789,786 8 2028 562,066 366,410 106,274 86,169 21,090 1,142,008 (337,631) $ 804,377 9 2029 573,307 373,738 109,462 88,755 21,723 1,166,984 (347,760) $ 819,223 10 2030 584,773 381,213 112,746 91,417 22,374 1,192,523 (358,193) $ 834,330 11 2031 596,468 388,837 116,128 94,160 23,045 1,218,639 (368,939) $ 849,700 12 2032 608,398 396,614 119,612 96,984 23,737 1,245,345 (380,007) $ 865,338 13 2033 620,566 404,546 123,201 99,894 24,449 1,272,655 (391,407) $ 881,248 14 2034 632,977 412,637 126,897 102,891 25,182 1,300,584 (403,150) $ 897,434 15 2035 645,637 420,890 130,703 105,978 25,938 1,329,145 (415,244) $ 913,901 16 2036 658,549 429,307 134,625 109,157 26,716 1,358,354 (427,701) $ 930,653 17 2037 671,720 437,893 138,663 112,432 27,518 1,388,226 (440,532) $ 947,694 18 2038 685,155 446,651 142,823 115,805 28,343 1,418,777 (453,748) $ 965,028 19 2039 698,858 455,584 147,108 119,279 29,193 1,450,022 (467,361) $ 982,661 20 2040 712,835 464,696 151,521 122,857 30,069 1,481,978 (481,382) $ 1,000,597 21 2041 727,092 473,990 156,067 126,543 30,971 1,514,662 (495,823) $ 1,018,839 22 2042 741,634 483,470 160,749 130,339 31,900 1,548,091 (510,698) $ 1,037,393 23 2043 756,466 493,139 165,571 134,249 32,857 1,582,283 (526,019) $ 1,056,264 24 2044 771,596 503,002 170,538 138,277 33,843 1,617,256 (541,799) $ 1,075,456 25 2045 787,027 513,062 175,655 142,425 34,858 1,653,027 (558,053) $ 1,094,974 TOTAL $ 16,461,099 $ 10,730,966 $ 3,150,459 $ 2,554,468 $ 625,203 $ 33,522,196 $ (10,006,990) $ 23,513,206 NPV 4,0001. $ 9,439,386 $ 6,153,523 $ 1,714,376 $ 1,390,058 $ 340,215 $ 19,037,560 $ (5,446,563) $ 13,590,997 Inflation Rate 2.0% 2.0% 3.0% 3,04'n 3.0% 3.09% 3.0 % 40 60A-51 Figure 1 - Site Plan ss[�X M[IP Source: City of Santa Ana 11112/II -ReglAlupulai s@A L6g9o�INFovOoi es r.m�l �, CONCEPTUAL LANDSCAPE PLAN - L1 41 60A-52 11/12/17 APPENDIX 42 60A-53 APPENDIX A SURVEY -APARTMENTS COMPETITIVE MARKET AREA NOVEMBER 2017 Oct./ PrajeUNamd Year Flaarplans Manager/ Units/ Built/ Units Bed/ Unit Base Rent Address Eluv. R®a. Mi. Avail Bath Size $ $/sf Competitive Market Area Nimet.01 264 95% 3% 1 / 1.0 770 $2,125 $2.76 Lyon Living 5 2016 3% 2 1 / 1.0 773 $2,200 $2.85 1901 E 1st St 15% 4 1 / 1.0 774 $1,949 $2.52 Santa Ana 3% 1 / 1.0 795 $2,206 $2.77 6% 1 / 1.0 826 $2,151 $2.60 2% 1 / 1.0 848 $2,175 $2.56 2% 1 / 1.0 860 $2,125 $2.47 2% 1 / 1.0 864 $2,225 $2.58 2% 1 / 1.0 890 $2,213 $2.49 3% 1 1 / 1.0 948 $2,625 $2.77 3% 1 / 1.0 967 $2,300 $2.38 2% 1 / 1.0 974 $2,256 $2.32 0% 1 / 1.0 982 $2,558 $2.60 3% 2 / 1.0 982 $2,401 $2.45 0% 2 / 1.0 1,034 $2,450 $2.37 2% 1 2 / 1.0 1,058 $2,600 $2.46 0% 2 / 1.0 1,156 $3,050 $2.64 0% 2 / 1.0 1,180 $3,050 $2.58 7% 2 /2.0 1,081 $2,700 $2.50 6% 2 /2.0 1,085 $2,662 $2.45 4% 3 2 /2.0 1,122 $2,700 $2.41 9% 2 2 /2.0 1,138 $2,725 $2.39 5% 1 2 /2.0 1,142 $2,700 $2.36 0% 2 /2.0 1,193 $2,795 $2.34 2% 2/2.0 1,195 $2,725 $2.28 2% 2 /2.0 1,260 $2,900 $2.30 2% 2 /2.0 1265 $2,950 $2.33 1% 2 /2.0 1,315 $3,200 $2.43 0% 2 /2.0 1,391 $3,307 $2.38 1% 2 /2.0 1,476 $3,510 $2.38 2% 2 /2.0 1,639 $3,600 $2.20 2% 2 /2.0 1,712 $3,599 $2.10 2% 2 /2.5 1,760 $3,800 $2.16 2% 3 /2.0 1,510 $3,219 $2.13 0% 3 /2.0 1,632 $3,471 $2.13 2% 3 / 2.5 2,020 $4,499 $2.23 Tustin Cottages 93 98% 68% 1 3 / 2.5 1,582 $2,830 $1.79 JR Matteson 4 2011 13% 1 3/2.5 1,691 $2,955 $1.75 1361 El Camino Real 11% 3/2.5 1,715 $2,802 $1.63 Tustin 1% 3/2.5 1,767 $2,940 $1.66 8% 3 / 3.5 2,042 $2,966 $1.45 Residences on Jamb area 381 96% 1% 0 / 1.0 653 $1,915 $2.93 UDR 5 2017 17% 1 0/1.0 677 $2,244 $3.31 2801 Kelvin Ave 10% 1 / 1.0 694 $2,244 $3.23 Irvine 3% 1 / 1.0 714 $2,352 $3.29 10% 3 1 / 1.0 745 $2,274 $3.05 8% 2 1 / 1.0 776 $2,399 $3.09 10% 1 / 1.0 801 $2,399 $3.00 0% 1 / 1.0 903 $2,570 $2.85 7% 3 2 /2.0 1,093 $2,818 $2.58 3% 2 2 /2.0 1,117 $2,893 $2.59 20% 2 /2.0 1,136 $2,893 $2.55 1% 2 /2.0 1,284 $3,297 $2.57 2% 3 2 /2.0 1,432 $3,358 $2.34 4% 3 /2.0 1,426 $3,729 $2.62 1% 3 /2.0 1,432 $3,890 $2.72 1% 3 /2.0 1,503 $3,849 $2.56 17590.00 Fe Comps: Camps 60A-54 THE CONCORD GROUP 11/12/17 43 APPENDIX A SURVEY -APARTMENTS COMPETITIVE MARKET AREA NOVEMEER 2017 On./ Praje tName' Year Manager/ Units/ Bnilfl Units Bed/ Unit Base Rent Address Elev. Reno. Mix Avail Bath Size $ $/sf The Alton 344 96% 0% 1 0 / 1.0 499 $1,874 $3.76 Equity Residential 5 2016 3% 0 0 / 1.0 502 $2,035 $4.05 2501 Alton Parkway 1% 0 1.0 547 $2,056 $3.76 Irvine 26% 3 1 1.0 638 $2,140 $3.35 3% 1 1.0 640 $2,327 $3.64 12% 3 1 1.0 648 $2,120 $3.27 1% 1 1.0 652 $2,174 $3.33 4% 1 1.0 680 $2,235 $3.29 1% 1 1.0 704 $2,299 $3.27 1% 1 1.0 731 $2,405 $3.29 5% 1 1 1.0 735 $2,355 $3.20 1% 1 1.0 740 $2,447 $3.31 5% 1 1 1.0 742 $2,455 $3.31 1% 1 1.0 762 $2,198 $2.88 0% 1 1.0 820 $2,723 $3.32 0/ 1 1 1.0 868 $2,565 $2.96 3% 2 2.0 968 $2,785 $2.88 1% 2 2.0 970 $2,892 $2.98 5% 2 2.0 980 $3,006 $3.07 3% 2 2.0 992 $2,833 $2.86 6% 2 2.0 1,012 $2,841 $2.81 1% 2 2.0 1,045 $2,909 $2.78 1% 1 2 2.0 1,049 $3,015 $2.87 1% 2 2.0 1,050 $2,889 $2.75 1% 2 2.0 1,066 $2,835 $2.66 1% 2 2.0 1,085 $2,910 $2.68 0/ 1 2 2.0 1,093 $3,010 $2.75 0/ 2 2.0 1,101 $3,377 $3.07 6/ 1 2 2.0 1,110 $2,890 $2.60 3% 2 2 2.0 1,132 $3,005 $2.65 0/ 2 2.0 1,141 $3,271 $2.87 1% 2 2.0 1,144 $3,325 $2.91 1% 2 2.0 1,146 $2,970 $2.59 The K elvin Ap.rt tuts 194 99% 8% 1 / 1.0 602 $1,908 $3.17 Equity Residential 5 2014 4/ 1 / 1.0 703 $2,285 $3.25 2850 Kelvin Ave 13% 1/1.0 728 $2,060 $2.83 Irvine 7/ 1 / 1.0 752 $2,172 $2.89 8% 1 / 1.0 803 $2,140 $2.67 3% 1 / 1.0 811 $2,140 $2.64 11 % 1 / 1.0 857 $2,380 $2.78 4/ 1 / 1.0 883 $2,249 $2.55 7/ 1 / 1.0 898 $2,405 $2.68 4/ 1 / 1.0 942 $2,335 $2.48 1% 1 1.0 961 $2,473 $2.57 2% 2 2.0 1,010 $2,581 $2.56 6/ 1 2 2.0 1,095 $2,710 $2.47 7/ 2 2.0 1,125 $2,733 $2.43 4/ 2 2.0 1,135 $2,870 $2.53 3% 2 /2.0 1,138 $2,996 $2.63 2% 2/2.0 1,265 $3,356 $2.65 3% 2 /2.0 1,267 $3,146 $2.48 1% 2 /2.0 1,294 $3,207 $2.48 3% 2/2.0 1,461 $3,480 $2.38 17590.00 R.C.ps: Cutups 60A-55 THE CONCORD GROUP 11/12/17 44 APPENDIX A SURVEY -APARTMENTS COMPETITIVE MARKET AREA NOVEMBER 2017 Occ./ Praject Namd Yenr Flaorplans Manager/ Units/ Built/ Units Bed/ Unit Base Reut Address Elev. R®o. Mies Avail Bath Size $ $/sf Amalfi 542 99% 6% 0 / 1.0 584 $1,955 $3.35 Irvine Company 3 2014 6% 1 / 1.0 552 $1,960 $3.55 16000 Legacy Road 6% 1 / 1.0 681 $2,030 $2.98 Tustiu 7% 1 / 1.0 695 $2,020 $2.91 79/6 1 / 1.0 698 $2,075 $2.97 7% 1 / 1.0 730 $2,320 $3.18 79/o 1 / 1.0 741 $2,205 $2.98 6% 1 / 1.0 746 $2,220 $2.98 6% 1 1 / 1.0 751 $2,190 $2.92 5% 1 / 1.0 760 $2,265 $2.98 5% 1 / 1.0 800 $2,385 $2.98 5% 1 1 / 1.0 813 $2,310 $2.84 5% 1 / 1.0 906 $2,225 $2.46 5% 1 / 1.0 982 $2,505 $2.55 5% 2 / 2.0 963 $2,510 $2.61 5% 2 2 / 2.0 1,021 $2,525 $2.47 5% 2 2 / 2.0 1,095 $2,710 $2.47 5% 1 2 / 2.0 1,208 $2,600 $2.15 The Marke 300 95% 3% 1 / 1.0 713 $2,073 $2.91 Lyon Living 5 2014 3% 1 1 / 1.0 721 $2,073 $2.88 100 E MzcArtlrur Blvd 3% 1 / 1.0 723 $2,108 $2.92 Santa Ana 3% 1 / 1.0 736 $2,290 $3.11 3% 1 / 1.0 748 $2,239 $2.99 3% 1 1 / 1.0 757 $2,143 $2.83 9"/o 1 1 / L0 804 $2215 $2.75 1% 1 1 / 1.0 821 $2,510 $3.06 2% 1 / 1.0 876 $2,523 $2.88 4% 3 2 / 2.0 1,089 $2,599 $2.39 4% 1 2 / 2.0 1,094 $2,817 $2.57 4% 2/2.0 1,110 $2,745 $2.47 4% 1 2/2.0 1,113 $2,755 $2.48 49/6 2/2.0 1,136 $2,665 $2.35 49/o 2/2.0 1,137 $2,785 $2.45 4% 2 2/2.0 1,140 $2,863 $2.51 1% 2 2/2.0 1,181 $3,208 $2.72 5% 2/2.0 1,186 $2,900 $2.45 0% 2 / 2.0 1,229 $3,382 $2.75 0% 2 / 2.0 1,251 $3,075 $2.46 0% 2 / 2.0 1,284 $3,369 $2.62 16% 3 / 2.0 1,305 $3,494 $2.68 1% 1 3 / 2.0 1,374 $3,543 $2.58 0% 3 / 2.0 1,455 $3,925 $2.70 16% 1 3 / 2.0 1,470 $3,962 $2.70 Fnsion 208 100% 3% 0 / 1.0 688 $1,995 $2.90 360Residential 5 2017 3% 0 / 1.0 697 $2,065 $2.96 17321 Murphy Ave 25% o / 1.0 814 $2,255 $2.77 Irvive 2% 1 / 1.0 731 $2,200 $3.01 25% 1 / 1.0 755 $2,285 $3.03 3% 1 / 1.0 792 $2,345 $2.96 20% 2 / 2.0 1,041 $2,545 $2.44 20% 2 / 2.5 1,246 $3,335 $2.68 17590.00 Reccomps: Comps 60A-56 THE CONCORD GROUP 11/12/17 «7 APPENDIX A SURVEY -APARTMENTS COMPETITIVE MARKET AREA NOVEMEER 2017 On./ Praje tName' Year Manager/ Units/ Bnilt/ Units Bed/ Unit Base Rent Address Elev. Rm.. Mix Avail Bath Size $ $/sf AMLI Uptown Orange 334 95% 5% 0/1.0 570 $1,971 $3.46 AAbfLG 5 2016 6% 2 1 / 1.0 626 $2,100 $3.35 385 S Manchester Ave 7/ 1/1.0 711 $2,191 $3.08 Orange 0% 1 / 1.0 716 $2,226 $3.11 4% 1 1 / 1.0 745 $2,006 $2.69 1% 1 / 1.0 748 $2,204 $2.95 16% 3 1 / 1.0 802 $2,105 $2.62 1% 1 / 1.0 816 $2,195 $2.69 0% 1 1 / 1.0 823 $2,175 $2.64 10% 3 1 / 1.0 829 $2,036 $2.46 1% 1 / 1.0 837 $2,210 $2.64 0% 1 / 1.0 840 $2,231 $2.66 1% 1 / 1.0 857 $2,330 $2.72 0% 1 / 1.0 862 $2,130 $2.47 6% 2 /2.0 978 $2,556 $2.61 1% 2 /2.0 993 $2,631 $2.65 1% 2/2.0 1,002 $2,645 $2.64 3% 2/2.0 1,010 $2,596 $2.57 29% 2 /2.0 1,047 $2,446 $2.34 1% 2 /2.0 1,049 $2,391 $2.28 6% 2/2.0 1,050 $2,678 $2.55 1% 2 /2.0 1,054 $2,606 $2.47 1% 2/2.0 1,063 $2,780 $2.62 2% 2 /2.0 1,122 $2,705 $2.41 9% 2 /2.0 1,131 $2,587 $2.29 1% 2/2.0 1,133 $2,845 $2.51 1% 2/2.0 1,142 $2,755 $2.41 1% 2/2.0 1,147 $2,980 $2.60 3% 2/2.0 1,175 $2,766 $2.35 1% 1 2 /2.0 1,211 $2,880 $2.38 1% 1 2 /2.0 1,236 $3,081 $2.49 2% 3 3 /2.0 1,404 $3,480 $2.48 1% 2 3 /2.0 1,431 $3,401 $2.38 Metropolis 232 979/o 79/o 0 / 1.0 720 $2,250 $3.13 Garden Commaaifies 4 2017 5% 0 / 1.0 874 $2,415 $2.76 2100 Sullivan 5% 1 / 1.0 819 $2,275 $2.78 Irvine 5% 1 / 1.0 853 $2,275 $2.67 5% 1 / 1.0 861 $2,375 $2.76 5% 1 / 1.0 864 $2,675 $3.10 5% 1 / 1.0 871 $2,342 $2.69 5% 1 / 1.0 874 $2,350 $2.69 5% 1 / 1.0 889 $2,390 $2.69 5% 1 / 1.0 963 $2,635 $2.74 5% 1 / 1.0 1,010 $2,650 $2.62 5% 1 / 1.0 1,011 $3,050 $3.02 1% 1 / 1.0 1,027 $2,761 $2.69 1% 1 / 1.0 1,037 $2,788 $2.69 1% 1 2 /2.0 1,198 $3,135 $2.62 1% 2 2 /2.0 1236 $2,815 $2.28 79/o 2 2 /2.0 1,238 $2,915 $2.35 69/o 2 /2.0 1,274 $2,971 $2.33 1% 1 2 /2.0 1,350 $3,015 $2.23 1% 1 2/2.0 1,355 $3,125 $2.31 1% 2 /2.0 1,397 $3,240 $2.32 1% 1 2 /2.0 1,423 $3,015 $2.12 1% 2 /2.0 1,445 $3,370 $2.33 1% 2/2.0 1,530 $3,375 $2.21 5% 3 /2.0 1,535 $3,575 $2.33 1% 3 /2.0 1,559 $3,575 $2.29 2% 3 /2.0 1,726 $3,575 $2.07 6% 3 /2.0 1,747 S4215 $2.41 17590.00 R.C.ps: Cutups 60A-57 THE CONCORD GROUP 11/12/17 46 APPENDIX A SURVEY -APARTMENTS COMPETITIVE MARKET AREA NOVEMBER 2017 Project Namd Manager/ Address Orr./ Year Units/ Built/ Elev. R®o. Units M. Avail Flaarplans Bed/ Unit Bath Size Base Rent $ $/sf Platinum Triangle Jefferson Platinum Triangle 200 74% 10% 1 0 / 1.0 578 $2,160 $3.74 Alliance 5 2017 4/ 0 / 1.0 663 $2,205 $3.33 1781 S Campton Ave 4% 3 1 / 1.0 724 $2,225 $3.07 Anaheim 4% 1 1 / 1.0 748 $2,115 $2.83 7% 6 1 / 1.0 750 $2,160 $2.88 4% 2 1 / 1.0 772 $2280 $2.95 8% 1 1.0 825 $2,365 $2.87 4/ 3 2 2.0 958 $2,645 $2.76 4/ 3 2 2.0 995 $2,475 $2.49 4/ 3 2 2.0 1,062 $2,615 $2.46 4% 3 2 2.0 1,071 $2,865 $2.68 4/ 3 2 2.0 1,079 $2,840 $2.63 4/ 3 2 2.0 1,081 $2,655 $2.46 4/ 3 2 2.0 1,118 $2,780 $2.49 4/ 2 2.0 1,128 $2,810 $2.49 4/ 3 2 2.0 1,147 $2,885 $2.52 4/ 1 2 2.0 1,156 $3,350 $2.90 4/ 1 2 2.0 1,160 $3,070 $2.65 4% 2 2 2.0 1,181 $2,955 $2.50 4/ 3 2 2.0 1,199 $2,905 $2.42 4/ 1 2 2.0 1,275 $3,365 $2.64 4/ 3 3 2.0 1,307 $3,420 $2.62 4/ 3 3 2.0 1,393 $3,560 $2.56 4/ 2 3 2.0 1,398 $3,720 $2.66 17590.00 ReeC.Im,: Cemps 60A-58 THE CONCORD GROUP 11/12/17 C!I APPENDIX BI DEMAND MODEL- DEMOGRAPHIC BASED ORANGE COUNTY 2017 THROUGH 2O22 Percent 2017 Households 2017-2022 Annual Growth T/O % Obs. (2) 9a Ina. Iucome to Affordable (2) 'L (4) New New Range Bear (1) Rent Households Rent (3) Renters T/O Dem. Obs, Demand HHs Rent (3) Renters Demand Orange Country Under $35,000 40% Undcr $1,200 225,972 64% 143,847 65% 93,501 0.5% 468 -1,158 69% 0 468 $35,W0-$50,600 38% $1,200 - $1,6W 10,552 5&% 61,876 65% 40,219 0.5% 201 -130 61% 0 201 $50,W0-$75,W0 36% $1,60-$2,3W 165,912 49/ 81,675 65% 53,089 0.5% 265 18 54% 10 275 $75,W0-$1W,000 30/ $2,300-$2,500 134,645 42% 56,302 65% 36,596 0.5% 183 596 47% 279 462 $100,WO - $150,OW 25% $2,500-$3,100 189,892 31% 58,973 65% 38,332 0.5% 192 2,580 36% 930 1,122 $150,00-$2W,W0 22% $3,100-$3,700 99,557 161/6 15,901 65% 10,335 0.5% 52 2,138 21% 448 SW $200,000 - $250,000 21% $3,700 - $4,400 46,272 16% 7,390 65% LSM 0.5% 24 2,637 21% 553 577 $250,OW and Ova 20% $4,400 and Ova 87,976 16% 14,051 65% 9,133 0.5% 46 3,894 21% 817 862 Taal 1,059,778 42% 440,014 65% 286,009 1,430 10,574 29% 3,036 4,466 Buildable Demand 833,806 36% 296,167 192,508 963 11,732 26% 3,036 3,999 Santa Ana Under $35,000 40% Under $1200 23,003 73% 16,680 65% 10,842 0.5% 54 -61 78% 0 54 $35,OW - $50,0,30 38% $1,200 - $1,600 11,995 66% 7,877 65% 5,120 0.5% 26 18 71% 13 39 $50,000 - $75,000 36% $1,600 - $2,300 15,624 52% 8,151 65% 5,298 U% 26 50 57% 29 55 $75,000 - $100,000 301/6 $2,300-$2,500 10,361 43% 4,415 65% 2,870 0.5% 14 93 48% 44 59 $10,O0 - $150,W0 25% $2,500 - $3,1W 10268 30% 3,052 65% 1,984 0.5% 10 262 35% 91 101 $150,0M-$2W,000 221/6 $3,100-$3,700 3,594 24% 855 65% 556 0.5% 3 130 29% 37 40 $2W,OW - $250,000 21% $3,700 - $4,40D 1.210 24% 288 65% 187 0.5% 1 96 29% 28 29 $250,OW and Over 20°/ $4,400 and Oer 1,381 24% 328 65% 213 OS% 1 81 29% 23 24 Taal 77,436 5,[% 41,646 65% 27,070 135 669 40% 265 401 16,228 81 730 36% 265 346 Buildable Dernand 54,433 461/6 2L,966 Caphne of C..ty 7% 8% 8% 6% 9% 9% CMA Under $35,000 40% Under $1200 27,444 74% 20,274 65% 13,178 0.5% 66 -73 79% 0 66 $35,0M-$50,W0 38% $1200-$1,600 13,492 65% 8,745 65% 5,684 0.5% 28 8 7016 5 34 $50,OW - $75,W0 36% $1,600 - $2,30D 19,023 58% 11,09 65% 7,214 0.5% 36 47 63% 30 66 $75,OW-$100,W0 30°/ $2,300 - $2,500 15231 461/6 7,009 65% 4,556 0.5% 23 44 51% 22 45 $1W,0W-$150,0W 25% $2,500 - $3,100 IU46 38% 6,881 65% 4,473 0.5% 22 311 43% 132 155 $150,OW - $200,OW 22% $3,100 - $3,700 8,637 2V16 1,737 65% 1,129 0.5% 6 187 25% 47 53 $2W,OW - $250,OW 21% $3,700 - $L,4W 3,776 2(p4 759 65% 494 0.5% 2 212 25% 53 56 $250,OW and Ovcr 2T16 $4,400 and Ovcr 6,761 2T16 1,360 65% 884 0.5% 4 280 25% 70 75 Taal 112,710 51% 57,863 65% 37,611 188 1,016 35% 360 548 Buildable Demand 85266 L[% 37,590 24,433 122 1,089 33% 360 482 Capture of C..ty 10% 13% 13% 9% 12% 12% Sow (1) TCG estimate, varies by income based on input from American Community FacTinder (US Census, 2015 5-Year Estimates) (2) Spotlight estimate - see Exhibit 14A (3) American Community FactFinder (variable B25118), Exhibit I4B; assumes new households entering mwket have a higher rentenhip rate (5 percentage points higher) (4) TCG estimate 17590.00 Maw.: Dent-D 11/12/17 THE CONCORD GROUP 48 60A-59 APPENDM M DPYIANTI MODEL - E11D•IAYMENT HOSED OHA.N'GE COUNTY IW5=OUGH 2021 F--. Auuual SYr Value'in0o0s 1995 1996 199'1 1998 1999 20p1 2001 2M2 20N 2000 2015 2006 200'1 MR 2009 MIO Mll M12 20D 2014 2015 W16 M17 2018 20D M20 2021 All lobsamh) Omogecmnty 116 119 124 131 135 139 142 141 143 146 150 153 153 149 139 137 139 142 1M 150 154 158 162 164 165 166 167 Aoartm®ts(00051 Qmgecoonty 195 198 201 203 204 208 210 211 214 220 225 225 229 230 233 237 240 ----------------- lobs/Ap mmt 0.2 7.2 0.0 0.1 7.2 7.2 03 7.2 7.0 6.3 &1 6.2 6.2 6.3 6.4 6.5 6.6 lob Growth (OW UmgeCoonry 25 32 49 65 43 43 25 (10) 26 29 35 29 (3) (31) (106) (16) 16 39 39 34 48 35 40 21 13 3 B LI Cumulative Q03+) 43 69 58 84 113 149 177 174 143 39 20 39 94 112 146 194 M9 Aoutm at Deliveries IOOOSI Umgecmnry 13 53 09 25 16 35 19 08 43 88 12 01 34 30 34 33 29 Comolative('W+) 13 64 71 96 112 146 165 174 215 303 314 315 350 390 434 446 425 3ob4MF Ddivmy 325 106 a 89 101 101 107 100 69 12 06 12 21 30 35 43 4.8 350,000 80000 Cumulative\SNes-2g1PF 300000 ]O,WO 60 000 250000 0No xao 000 4o Wa o,000 306W W 0 20000 50,000 10W0 0 0 2WJ 2W2 2W4 2" 2008 2010 2012 2014 2016 2017 2019 2021 olob GmwB�-CumWative -A Omeul Deliveries id-n I-Danmd-5®auot-Dmmd-S-no2 S- C S..Moodys 1759000 Maza: D E 11/12/17 Somano I (OWs)-£mplo mmt R sed Demand-0obs HF Ddwv Proj edion(5 lobs per Na Deliver,) 8.0 42 29 0.6 1.7 1 3.4 Smeta Ana Cr¢hve l0io LPG IO% IO% l� Santa Am Demand 0.80 OA2 0.27 0.05 0.1'1 0.30 S-rw2 (OIIOs)-Emplgmmt I& svd Demand - lobs to Housing Aatio N-J.bs 40 21 13 3 8 17 Jobs/H-dsld(2017) 15 IS 15 15 15 15 Hoosiog Uoils D®mdM 261 138 88 19 54 t12 %8mt¢ 41% 41% 41% 41% 41% Ormgecsss ApalmmlD®avd 107 57 36 08 22 46 Nmme QoalifY(Exbt.--7A) 859/o Or angecomlp lnmme Qusl Demand 9.1 4.8 3.1 0.7 1.9 3.9 S-11I-C(m(mn IP/. IO/ 10% IO9 10% Santa Ana Demand 0.91 0A8 0.31 0.0] 0.19 0.39 CYI3Caweve IO/ 1P, l0% 10', 10% THECONCORDGROUP 49 Z,• 1 • 1 PPPENOIXC IINfFEBSFAiES wn ® u iJN % % v/Eb Mdm Iv®e I¢me Metim IwmePevMwa Ase Metim dle Name Qru Rm/ Famly KHa HHIv®e Led P le NGNVO PaMa(M1lAin) Rum Ae ELuntlm Hlb�amiM1 LQe1rk Yo¢q�a/Cwpla 26 HmeBaae[Hme ]9'/. L%Mo pds IW% ISp. 9!/AP/. Ul.P., b5 392 uu�omd uvg uaart azea[Sm¢aumeetrYageacewuww uata.euma wvtz6cmomeopi rvmam;a-thwixaa®;Itmxdaso� m 19 Ammo¢6umv W/. IP/. AbIDyMOKW da% Wj. M. 1P/. W'/. .'. $1U31. 12. uugmae mvzsums 0.xaImRPArtThedz®4zPvmy%bprtNobbmRa-JSPNwreu�gvovma, P4a1ae1m.ISva Yzlq Gvem wlm Sd Yw¢4ffi Iv➢vmtiil P/. IOY/. AM9Iy w!oKidv 61% .4. "WA M. f➢°/dU/. $ U%. ZS 32& u4ome envgums 0.mzldcmy,Fx ztCtihfil-A%bprtP.gvaPP011mamYez EadzµBvprtlbuhlzma: RSrchz3A1]4]: Iixim iv loepvnmW 35 IIAm.iehievar 92% A% 1Yw''R 6f% li52tl MA JU/.fU/. . $Im',0.0 MQ5 Z5 3Ad uw-oavu mvgumrc 0.mzervmti Pad rtCOW3m Cre>my;3hgertNmLem,PNm. po Eoaq:. 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V. $Nq 55+ .11 q.0 Hgh SVW IEgh Sehwl CbmaBve4Ea¢a[Lmg bhoSiM1x;Shwa[SkmFM5Fo0umfigmabkog;S®ya[b6tl6;Wrthr WCdJ;Liffim bCvyl xce.xgupw mn®ietimmgr mete. 3xaad[uty rawssewarvm WtighNmo-s[mbe n7..9 -P ap2m2 i ICONCORDGROUP 11112/P 55 60A-62 1*:1:11-3Y1111V LS 11.19.19 ORDINANCE NO. NS-2979 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DEVELOPMENT AGREEMENT NO. 2018-01 BETWEEN THE CITY OF SANTA ANA AND AC 2525 MAIN, LLC FOR CERTAIN REAL PROPERTY LOCATED AT 2525 NORTH MAIN STREET WITHIN THE CITY OF SANTA ANA PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTION 65864, ET SEQ. THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: WHEREAS, the City of Santa Ana ("City") is authorized pursuant to Government Code Sections 65864 through 65869.5 to enter into development agreements with persons having legal or equitable interests in real property for the purpose of establishing certainty for both City and owner in the development process; and WHEREAS, the City has found that development agreements strengthen the public planning process, encourage private participation in comprehensive planning by providing a greater degree of certainty in that process, reduce the economic costs of development, allow for the orderly planning of public improvements and services, allocate costs to achieve maximum utilization of public and private resources in the development process, and ensure that appropriate measures to enhance and protect the environment are achieved; and WHEREAS, the City enters into this Development Agreement pursuant to the provisions of the Government Code and applicable City policies; and WHEREAS, AC 2525 Main, LLC ("Applicant") seeks to develop the Addington Multi -Family Residential Project ("proposed Project"), originally proposed as a 496-unit multi -family project on a 5.93-acre site at 2525 North Main Street in Santa Ana, California ("Project Site'); and WHEREAS, during the entitlement and environmental review process, and in response to comments and concerns raised by the public and the City's elected officials, the Applicant has proposed modifications to the original proposal; and WHEREAS, the Project as currently proposed now entails, among other things, (1) demolition of the existing 81,172 square foot vacant two-story office building and 442-space surface parking lot on the Project Site; (2) redevelopment of the 5.93-acre site with 444,534 square feet of total development, including 277,281 square feet of residential buildings that would provide 256 for -rent multi -family residential units and a Ordinance NS-2979 Page 1 of 10 #19168v1 60A-63 167,253 square foot central parking structure and a 284 space surface level parking lot with residential and commercial parking; (3) approval of Development Agreement No. 2018-01 between the City of Santa Ana ("City") and Applicant; (4) approval of General Plan Amendment No. 2018-06, which would change the Project Site's existing land use designation of Professional & Administration Office (PAO) to District Center (DC); and (5) approval of Amendment Application No. 2018-10, which would change the zoning of the Project Site from Professional (P) to Specific Development No. 93 (SD-93) designation; and WHEREAS, on August 27, 2018, the Planning Commission conducted a work study session to overview the Project and thirty-two (32) verbal comments were received (three (3) in support and twenty-nine (29) in opposition) and nine (9) written comments were received (one (1) in support and eight (8) in opposition); and WHEREAS, on November 26, 2018, the Planning Commission continued a duly noticed public hearing for the project to January 14, 2019 and held a second study session to overview the Project and fifty-eight (58) verbal comments were received (twenty-five (25) in support; thirty-one (31) in opposition and two (2) neutral) and eleven (11) written comments were received (two (2) in support and nine (9) in opposition); and WHEREAS, on January 14, 2019, the Planning Commission conducted a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and solicited comments on the EIR. At the meeting, seventy-nine (79) members of the public spoke on the item, thirty (30) speakers supported the project, forty-eight (48) opposed it and one speaker was neutral. After hearing all relevant testimony from staff, the public and the City's consultant team, the Planning Commission voted to recommend that the City Council does not certify the EIR, adopt the findings, the statement of overriding considerations and the mitigation monitoring and reporting program and deny the Project; and WHEREAS, on February 5, 2019, the City Council conducted a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and solicited comments on the EIR. At the meeting, sixty-one (61) members of the public spoke on the item, thirty-eight (38) speakers supported the project, twenty (20) speakers opposed it and three (3) speakers were neutral and the public hearing was continued to the next regular adjourned City Council meeting on February 19, 2019; and WHEREAS, on February 19, 2019, the City Council continued to conduct a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and solicited comments on the EIR. At the meeting, one hundred and thirty-one (131) members of the public spoke on the item, twenty-six (26) speakers supported the project and one hundred and five (105) speakers opposed it and one hundred and sixty - Ordinance NS-2979 Page 2 of 10 #19168v1 60A-64 six (166) written comments were received with nine (9) in support and one hundred and fifty-seven (157) in opposition. After hearing all relevant testimony from staff, the public and the City's consultant team, the City Council voted that the applications go back to the Planning Commission for reconsideration after further consultation with the community; and WHEREAS, in June 2019, the applicant submitted a revised plan consisting of development 347 multi -family units (59 dwelling units per acre), with 642 parking spaces (1.85 parking spaces per unit) and parking capacity at 2.0 spaces per unit, within a 4- story residential building wrapped around a five -level parking structure with an amenity deck on the sixth -level, private open space, and redesigned the intersection of Main Street and Walkie Way/Santiago Park Drive to provide access to the project on a 5.93- acre site (the "June Revised Plan"); and WHEREAS, on August 12, 2019, the Planning Commission conducted a duly noticed public hearing to consider the June Revised Plan. At the meeting, seventy-seven (77) members of the expressed opposition; nine (9) supported the project, and one speaker was neutral. In addition, one -hundred (100) written comments were received with six (6) in support and ninety-four (94) in opposition. After hearing all relevant testimony from staff, the public and the City's consultant team, the Planning Commission vote resulted in an impasse; and WHEREAS, in October 2019, in response to comments received the applicant submitted a further revised plan, including redevelopment of the 5.93-acre site with 444,534 square feet of total development, including 277,281 square feet of residential buildings that would provide 256 for -rent multi -family residential units and a 167,253 square foot central parking structure and a 284 space surface level parking lot which also reduced the Project's height, increased the Project's setbacks, and modified the Project entrance ("October Modified Project"); and WHEREAS, on October 28, 2019, the Planning Commission conducted a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and solicited comments on the EIR. At the meeting, sixty-two (62) expressed opposition and two (2) in expressed support the project. In addition, ninety-eight (98) individuals submitted comments with ninety-four (94) in opposition and four (4) in support; and WHEREAS, after hearing all relevant testimony from staff, the public and the City's consultant team, the Planning Commission by a vote of 3:2, voted to recommend denial of the project. Since the entitlements require final action by the City Council, the actions were forwarded to the City Council; and WHEREAS, on November 8, 2019, the City gave public notice of a City Council public hearing for consideration of Development Agreement No. 2018-01 by advertising in the Orange County Register, a newspaper of general circulation, and by mailing to owners of property and residents within 500 feet of the Project; and Ordinance NS-2979 Page 3 of 10 #191680 60A-65 WHEREAS, on November 19, 2019, the City Council conducted a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and Environmental Impact Report for the Project, at which hearing members of the public were afforded an opportunity to comment upon Development Agreement No. 2018-01; and WHEREAS, entering into this Development Agreement would provide the City with extraordinary and significant benefits that are of regional significance, relate to existing deficiencies in public facilities, require the owner of 2525 North Main Street 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; and WHEREAS, the Project and the use that the Developer proposes in connection with the Property have been extensively reviewed and considered by the City, and such proposed development and use have been found to accommodate the City's recommendations and suggestions in order to protect the public's interest to enhance the desirability of such proposed development and use. The terms and conditions of this Development Agreement have been found to be fair, just and reasonable, and the City has concluded that the pursuit of the Project will serve the interests of the City; and WHEREAS, the City Council has determined that by entering into the Development Agreement: (i) the City will promote orderly growth and quality development on the Property in accordance with the goals and policies set forth in the General Plan; and, (ii) significant benefits will be created for City residents and the public generally from increased employment, housing, the installation of security fencing under the Broadway overpass and 1-5 freeway overpass for neighborhood safety, and, parks and/or park improvements; and WHEREAS, Environmental Impact Report No. 2018-01 (State Clearinghouse No. 2018021031) for the proposed Project was circulated between August 7, 2018 and October 4, 2018; and WHEREAS, the Environmental Impact Report analyzed the impacts related to the proposed amendment to the zoning map and adoption of Specific Development No. 93; and WHEREAS, the City and Developer have reached mutual agreement and desire to voluntarily enter into the Development Agreement to facilitate development of the Project subject to the conditions and requirements set forth therein; and WHEREAS, the terms and conditions of the Development Agreement have undergone review by the City Council at a publicly noticed hearing and have been found to be fair, just, and reasonable, and consistent with the General Plan; and Ordinance NS-2979 Page 4 of 10 #19168v1 60A-66 WHEREAS, the proposed Project will not adversely affect the General Plan, as amended by General Plan Amendment No. 2018-06, as is expressly set forth in the Request for City Council Action dated November 19, 2019 and Request for Planning Commission Action dated October 28, 2019, together with all supporting documents, including but not limited to, proposed resolutions, which are incorporated herein by this reference. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: Section 2. CEQA. The requirements of the California Environmental Quality Act have been satisfied in that a Final Environmental Impact Report and Mitigation Monitoring and Reporting Program have been prepared for the Project, including the Development Agreement. Section 3. GENERAL PLAN CONSISTENCY. Pursuant to California Government Code section 65867.5(b) and based on the entire record before the City Council, including all written and oral evidence presented to the City Council, the City Council hereby finds that the Development Agreement is compatible with the objectives, policies, and general plan land use programs specified in the General Plan for the City of Santa Ana in that: A. The City of Santa Ana has officially adopted a General Plan. B. The land uses authorized by the General Plan Amendment, and the General Plan Amendment itself, are compatible with the objectives, policies, general land uses, and programs specified in the General Plan, for the following reasons: i. The existing General Plan land use designation for the project is Professional and Administrative Office (PAO), which allows business and professional offices uses with a floor area ratio of 1.5. In order to facilitate the construction of a multi -family housing project with a maximum floor area ratio of 1.43, the general plan land use designation is proposed to be changed to District Center (DC), which permits high intensity, mixed -use urban villages and pedestrian -oriented experiences that support mid- to high-rise office centers, commercial activity, and cultural activities with floor area ratios ranging from 0.5 to 5.0. Focusing growth within District Centers and along major corridors reduces the pressure for growth in low density residential neighborhoods. ii. The proposed Project will support several goals/objectives and policies of the General Plan. Housing Element (HE) Goal 2: to create diversity of quality housing, affordability levels, and living experiences that accommodate Santa Ana's residents and workforce of all household types, income levels, Ordinance NS-2979 Page 5 of 10 #19168v1 60A-67 and age groups to foster an inclusive community. HE Policy 2.2 District Centers. Create high intensity, mixed -use urban villages and pedestrian -oriented experiences that support the mid- to high-rise office centers, commercial activity, and cultural activities in the varied District Centers. HE Policy 2.4 to facilitate diverse types, prices and sizes of housing. Housing Element (HE) Goal 4: to provide adequate rental and ownership housing opportunities and supportive services. The Project will provide 256 rental housing units. The amendment will expand the District Center designation and provide a connection between the existing District Centers to the north and south of the site by providing a residential development that will support a mixed -use environment. Land Use (LU) Element Goal 1: to promote a balance of land uses to address basic community needs. LU Policy 1.2 Maintain and foster a variety of residential land uses in the City. LU Policy 4.3 Support land uses which provide community and regional economic and service benefits. LU Policy 4.4 Encourage the development of projects which promote the City's image as a regional activity center. LU Policy 5.5 Encourage development which is compatible with, and supportive of surrounding land uses. LU Policy 5.7 Anticipate that the intensity of new development will not exceed available infrastructure capacity. Land Use (LU) Element Goal 6: to reduce residential overcrowding to promote public health and safety. The Project is within '/2 mile of existing transportation infrastructure such as the Santa Ana (1-5) freeway and State Route 22 (SR 22) highway which provide vehicular access to the region; the Orange County Transportation Agency bus routes along Main Street which connects to the Santa Ana Regional Transportation Center and the Anaheim Regional Intermodal Center which provides rail service throughout California; and the project is immediately adjacent to Santiago Park and the Santiago Creek Bike Trail which connects to regional bike trails. Main Street, a major urban corridor with cultural, educational, employment and retail destinations such as the Bowers Museum, Discovery Science Center, Main Place Mall and in the City of Orange; the Children's Hospital of Orange County and St. Joseph's Hospital of Orange County. Therefore, the residential development Ordinance NS-2979 Page 6 of 10 #191680 60A-68 and parking lot would be within close proximity to major employment centers and retail establishments. The Project will also provide an additional housing option for those seeking housing within the jobs rich northern area of the City. The multi -storied development will complement the nearby mid -rise office buildings located along Main Street to the north and west of the site. Although the density will be higher than the adjacent single-family residential neighborhood, the residential use is consistent with the residential uses to the east and south. In addition, multi -family uses are often used in planning and zoning practice to buffer higher intensity uses like commercial or industrial uses from single-family residential uses. Urban Design (UD) Element, Goal 1: to improve the physical appearance of the City through development of districts that project a sense of place, positive community image, and quality environment. UD Policy 1.1. New development and redevelopment must have the highest quality design, materials, finishes and construction. UD Policy 1.11 Visual and physical links between districts, nodes, and significant sites, landmarks and other points of interest, are to be provided in all public and private projects. The residential buildings are of high quality design and include high quality materials such as stone veneer, brick veneers, metal panels, and canopies. The building is designed with courtyards and landscaped areas to reduce the mass of the building. The Project has street frontage on Main Street which is identified as a major path in the General Plan and supports the North Main Street Node described as an opportunity for the establishment of a cohesive, height intensity, mixed activity center with a strong presence in the region. The setback along the east side of the project has been increased to 90 feet and the setback from Edgewood Road has been increased to 134 feet to minimize impacts to the neighboring single-family residences. The new development will include public art and convey a sense of place and contribute to the urban image for the City along a street corridor that includes regional, local and cultural landmarks. The development will be in scale with the buildings along Main Street to the north and west of the site. In addition, the Urban Design Element of the General Plan identifies the site as a Gateway; the Project promotes elements of a Gateway by developing the site with a building with attractive architectural features, projecting a positive image for the City of Santa Ana. C. The proposed Development Agreement will not adversely affect the public health, safety, and welfare in that the Development Agreement will not result in incompatible land uses on adjacent properties, inconsistencies with any General Plan goals or policies, or adverse impacts to the environment. Ordinance NS-2979 Page 7 of 10 #19168v1 60A-69 Section 4. The Development Agreement, a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by this reference, is hereby recommended for City Council approval. Section 5. The Development Agreement shall not be effective unless and until Resolution No. 2019-_ (Environmental Impact Report No. 2018-01), Resolution No. 2019- ___(General Plan Amendment No. 2018-06) and Ordinance No. NS-2980 (Amendment Application No. 2018-10) are adopted and become effective. If said resolution and Development Agreement are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then the Development Agreement shall be null and void and have no further force and effect. Section 6. INDEMNIFICATION. The Developer shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the Project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Developer 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 Developer of any Action brought and City shall cooperate with Developer in the defense of the Action. Section 7. SEVERABILITY. If any section, subsection, sentence, clause, phrase or portion of this ordinance 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. Ordinance NS-2979 Page 8 of 10 #191680 60A-70 Section 8 . CITY COUNCIL ACTION. The City Council hereby takes the following action: 1. The City Council approves Development Agreement No. 2018-01, attached hereto and incorporated herein as Exhibit A, as follows: A. The Development Agreement shall not take effect unless and until Environmental Impact Report No. 2018-01 is certified by the City Council, and General Plan Amendment No. 2018-06 and Amendment Application No. 2018-10 are each approved by the City Council. Section 9. EXECUTION OF ORDINANCE. The Mayor shall sign this Ordinance and the Clerk of the Council shall attest and certify to the adoption thereof. ADOPTED this APPROVED AS TO FORM: Sonia R. Carvalho City Attorney B Lisa Storck Assistant City Attorney AYES: day of Councilmembers NOES: Councilmembers ABSTAIN: NOT PRESENT Councilmembers Councilmembers 411W61 Miguel A. Pulido Mayor Ordinance NS-2979 Page 9 of 10 #191680 60A-71 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-2979 to be the original ordinance adopted by the City Council of the City of Santa Ana on 2019 and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance NS-2979 Page 10 of 10 #19168v1 60A-72 EXHIBIT A 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.201S-01 THE ADDISON PROJECT AT 2525 N. MAIN STREET, SANTA ANA A DEVELOPMENT AGREEMENT BETWEEN CITY OF SANTA ANA and AC 2525 MAIN, A DELAWARE LIMITED LIABILITY COMPANY 5 5394.00002\31 553 187.13 60A- / 3 DEVELOPMENT AGREEMENT NO. 2018-01 This Development Agreement (hereinafter "Agreement") is entered into as of this 171 day of December, 2019 by and between the City of Santa Ana, California (hereinafter "CITY"), and AC 2525 Main, a Delaware limited liability company (hereinafter "OWNER"). RECITALS: WHEREAS, CITY is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864, et sue. of the Government Code; and WHEREAS, this Agreement constitutes a current exercise of CITY'S police powers to provide predictability to OWNER in the development approval process by vesting the permitted uses, density, intensity of use, and timing and phasing of development consistent with the Development Plan in exchange for OWNER'S commitment to provide significant public benefits to CITY as set forth in Section 4, below. WHEREAS, OWNER has requested CITY to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of CITY; and WHEREAS, 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; and WHEREAS, the City Council hereby finds and determines that this Agreement is of major significance because it will enable the CITY to fund much needed capital improvements and provide much needed public services and will therefore also have a major, beneficial economic impact on the CITY; and WHEREAS, the provision by OWNER of the public benefits allows the CITY to realize significant economic, recreational, park, open space, educational, social and public facilities benefits. The 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. WHEREAS, the physical effects, if any, of the Project and this Agreement have been analyzed pursuant to California Environmental Quality Act as amended to date and as documented in the Final Environmental Impact Report entitled "Magnolia at the Park Multi -Family Residential Project" (State Clearinghouse House No. 2018021031 and City of Santa Ana DP No. 2017.34); and WHEREAS, this Agreement and the Project are consistent with the Santa Ana General Plan and any specific plan applicable thereto; and WHEREAS, all actions taken and approvals given by CITY have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and WHEREAS, development of the Property in accordance with this Agreement will provide substantial benefits to CITY and will further important policies and goals of CITY; and WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which 55394.00002\31 553 18 7.13 #21124v3 60A-74 development agreements under Section 65864, et seq.. of the Government Code are intended. 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 are hereby acknowledged, the parties agree as follows: DEFINITIONS AND EXHMITS. 1.1 Definitions. The following terms when used in this Agreement shall be defined as follows: 1.1.1 "Agreement' means this Development Agreement. 1.1.2 "CITY" means the City of Santa Ana, a charter city and California municipal corporation. 1.1.3 "City Council" means the duly elected city council of the City of Santa Ana. 1.1.4 "Commencement Date" means the date the Term of this Agreement commences 1.1.5 "Development' means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. "Development" does not include the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof. 1.1.6 "Development Exaction" means any requirement of CITY in connection with or pursuant to any Land Use Regulation or development approval for the dedication of land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests. 1.1.7 "Development Impact Fee" 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 park "in lieu" fees specified in Government Code Section 66477, fees for processing applications for governmental regulatory actions or approvals, or fees collected under development agreements adopted pursuant to Article 2.5 of the Government Code (commencing with Section 65864) of Chapter 4. 1.1.8 "Development Plan" means the plan for development of the Property as set forth in Exhibit "C". 55394.00002\31553187.13 #21124v3 60A-75 1.1.9 "Discretionary Action(s)" or "Discretionary Approval(s)" means an action which 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 which is defined herein as a Ministerial Permit or Ministerial Approval. 1.1.10 "Effective Date" means the date the ordinance approving and authorizing this Agreement becomes effective. 1.1.11 "Existing 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 which 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 apphcable 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, which are in effect on the Effective Date, pursuant to California Government Code Section 65866. 1.1.12 "Existing Project Approvals" means all Project Approvals approved or issued on or before the Effective Date. 1.1.13 "Land Use Regulations" means all ordinances, resolutions, codes, rules, regulations and official policies of CITY governing the development and use of land, 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. "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 of or the entry upon public property; (e) the exercise of the power of eminent domain. 1.1.14 Reserved. 55394.00002\31553187.13 #21124v3 60A-76 1.1.15 "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. 1.1.16 "Ministerial Approvals(s)," or "Ministerial Act(s)" means any approval or act that is not a Discretionary Approval. 1.1.17 "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. 1.1.18 "Project" means the development of the Property located at 2525 Main Street, Santa Ana, CA, contemplated by the Development Plan as such Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement. 1.1.19 "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, pemuts, and entitlements to use of every kind and nature that are sought or agreed to in writing by OWNER in its sole and absolute discretion to Develop the Project and that have been approved by the City. Project Approvals include, but are not limited to, general plan amendments, site plans, 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. 1.1.20 "Property" means the real property described on Exhibit "A" and shown on Exhibit "B" to this Agreement. 1.1.21 "Public Benefit" refers to those benefits provided to the CITY and the community by OWNER pursuant to Section 4 below. 1.1.22 "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. 1.2 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 Exhibit "D" — Development Impact Fees Exhibit "E" - Reserved Exhibit "F" — Santiago Park Access Rights 55394.00002\31553187.13 #21124v3 60A-77 Exhibit "G" — Santiago Park Improvements Exhibit "11" — Park Santiago Patrol Area Map Exhibit "I" — Conditions of Discretionary Approvals Exhibit " T' — Safety Fencing 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 and this Agreement. 2.2 Ownershipof 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 fmds that: 2.3.1 This Agreement is consistent with the CITY'S General Plan. 2.3.2 This Agreement ensures a desirable and functional community environment, provides effective and efficient development of public facilities, infrastructure, and services appropriate for the development of the Project, enhances effective utilization of resources within the City. 2.3.3 This Agreement provides public benefits beyond those which are necessary to mitigate the development of the Project. 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. The term of this Agreement shall commence on the date (the "Commencement Date") that is the Effective Date, and shall continue for a period of four (4) years thereafter, unless this term is modified or extended pursuant to the provisions of this Agreement. Thereafter, the OWNER shall have no vested right under this Agreement, regardless of whether or not OWNER has paid any Development Impact Fee. 2.4.1 The Term of this Agreement may be extended upon the mutual written agreement of the CITY'S City Manager and the OWNER for no more than two (2) additional consecutive one (1) year periods ("Extension Term"). Notwithstanding the immediately preceding sentence or any other part of this Agreement, in no event shall the Development Agreement Period exceed 2160 consecutive calendar days from the Effective Date. Prior to the CITY granting each Extension Term: 55394.00002\31553187.13 #21124v3 60A-78 (a) OWNER shall demonstrate to the City Manager's reasonable satisfaction that OWNER has and will continue to diligently pursue the development of the Project; (b) OWNER shall pay to the CITY Fifty Thousand Dollars ($50,000) to partially compensate the CITY for the significant lost revenue to be received by the CITY had the Project been completed. 2.4.2 If any party other than OWNER initiates litigation that challenges the Project or the Existing Project Approvals, the OWNER will have the right to toll commencement of the Term and any obligations of OWNER under the 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 (1) a final order is issued in said litigation that upholds the Project and the Existing Project Approvals or (2) the litigation is dismissed with prejudice by all Parties; whichever occurs first. 2.5 Assignment. 2.5.1 Right to Assign. OWNER shall have the right 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 sue.) to any person, partnership, joint venture, firm or corporation 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 and be made in strict compliance with the following conditions precedent: (a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property to which such rights or interests apply. Any sale, transfer or assignment shall require the consent of the CITY which shall not be unreasonably withheld, conditioned, or delayed. (b) Concurrent with any such sale, transfer or assignment, OWNER shall notify CITY, in writing, of such sale, transfer or assignment and shall provide CITY with an executed agreement ("Assignment and Assumption Agreement"), in a form reasonably acceptable to CITY, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties, obligations, agreements, covenants, waivers of OWNER under this Agreement, including, without limitation, the covenants not to sue and waivers contained in Sections 7.2 and 8.4 hereof. (c) OWNER shall provide CITY with such information reasonably requested by CITY that demonstrates such transferee or assignee has sufficient development experience and financial capability to complete the Project and perform all obligations assumed. (d) Any sale, transfer or assignment not made in strict compliance with the 55394.00002\3 1553 187.13 #21124v3 60A-79 foregoing conditions shall constitute a default by OWNER under this Agreement. Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement required by Paragraph (b) of this Subsection 2.5.1, the burdens of this Agreement shall be binding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not inure to such purchaser, transferee or assignee until and unless such agreement is executed. (e) The Executive Director for the Planning and Building Agency shall have the administrative authority to determine that OWNER has complied with the above conditions. Such determination shall not be unreasonably withheld or delayed. 2.5.2 Release of Transferring Owner. Notwithstanding any sale, transfer or assignment, a transferring OWNER shall continue to be obligated under this Agreement with respect to the transferred Property or any transferred portion thereof, unless such transferring OWNER is given a release in writing by CITY, which release shall be provided by CITY upon the full satisfaction by such transferring OWNER of the following conditions: (a) OWNER no longer has a legal or equitable interest in all or any part of the Property subject to the transfer. (b) OWNER is not then in default under this Agreement. (c) OWNER has provided CITY with the notice and executed agreement required under Paragraph (b) of Subsection 2.5.1 above. (d) The purchaser, transferee or assignee provides CITY with security equivalent to any security previously provided by OWNER to secure performance of its obligations hereunder. 2.5.3 Subsequent Assignment. Any subsequent sale, transfer or assignment after an initial sale, transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section. 2.5.4 Utilities. The Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project, prior to the issuance of final approval for occupancy or the certificate of occupancy for any portion of the Project. 2.5.5 Sale to Public and Completion of Construction. The provisions of Subsection 2.5.1 shall not apply to the sale or lease (for a period longer than one year) of any lot that has been finally subdivided and is individually (and not in "bulk") sold or leased to a member of the public or other ultimate user. This Agreement shall terminate with respect to any lot and such lot shall be released and no longer be subject to this Agreement without the execution or recordation of any further document upon satisfaction of both of the following conditions: (a) The lot has been finally subdivided and individually (and not in "bulk") 55394.00002\31553187.13 #21124v3 60A-80 sold or leased (for a period longer than one year) to a member of the public or other ultimate user; and (b) City final approval for occupancy or the certificate of occupancy has been issued for a building on the lot, and the fees for such lot set forth in this Agreement have been paid. 2.6 Amendment or Cancellation of Agreement. This Agreement may be amended or canceled in whole or in part only by written consent of all parties in the manner provided for in Government Code Section 65868. This provision shall not limit any remedy of CITY or OWNER as provided by this Agreement. 2.7 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events: (a) Expiration of the stated Term of this Agreement as set forth in Section 2.4. (b) Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement. (c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement. (1) Within five (5) days of receipt of a referendum petition by the CITY, OWNER shall deposit Fifty Thousand Dollars ($50,000) ("Referendum Deposit") with the CITY. CITY may use the funds to pay any and all costs associated with said referendum measure. If at any time the Referendum Deposit account has Five Thousand Dollars ($5000) or less remaining, OWNER shall, within three (3) days of receiving notice from the CITY, deposit with the CITY additional funds as requested by the CITY to cover all costs and expenses associated with processing the referendum and holding the related election. Following certification of the election results, any funds remaining in the Referendum Deposit account shall be returned to the OWNER. (d) Completion of the Project in accordance with the terms of this Agreement including issuance of all required occupancy permits, final approval for occupancy by the CITY, and acceptance by CITY or applicable public agency of all required dedications. (e) Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upon the expiration of the Term 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 for residential units on which construction has not yet begun shall be refunded to OWNER by CITY. OWNER agrees that notwithstanding the termination of this Agreement by its term or default, those provisions which by their language or 5 5394.00002\3 1553 18 7.13 #21124v3 60A-81 intent, including but not limited to, the release and indemnity provisions, as set forth in Sections 7.2 and 8 shall survive termination of this Agreement. 2.8 Notices. (a) As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. (b) All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) on the date of delivery shown in the records of the telegraph company after transmission by telegraph to the recipient named below. All notices shall be addressed as follows: If to CITY: City Clerk 20 Civic Center Plaza, 81 Floor PO Box 1988, M-30 Santa Ana, Ca 92702 Copy to City Manager City Attorney Executive Director of Planning and Building Agency If to OWNER: AC 2525 MAIN, LLC 240 Newport Center Drive, Suite 200 Newport Beach, CA. 92660 Attn: Manager Telephone: [310-343-1831] (c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. DEVELOPMENT OF THE PROPERTY. 3.1 Rights to Develop. Subject to the terms of this Agreement including the Reservation of Rights, OWNER shall have a vested right to develop the Property in accordance with, and to the extent of, this Agreement. Except as expressly provided otherwise herein, the Project 55394.0000201553187.13 #211240 60A-82 shall remain subject to all Existing Land Use Regulations and Development Approvals. 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 Land Existing Use Regulations and Development Approvals. 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. 3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement including the Reservation of Rights, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the Existing Land Use Regulations and Development Approvals. In connection with any subsequently adopted Project Approvals and except as specifically provided otherwise herein, CITY may exercise its discretion in accordance with the Land Use Regulations then in effect, as provided by this Agreement, including, but not limited to, the Reservation of Rights. CITY shall accept for processing, review and action all applications for subsequent Project Approvals, and such applications shall be processed in the same manner and the CITY shall exercise its discretion, when required or authorized to do so, to the same extent it would otherwise be entitled in the absence of this Agreement. 3.3 Reservation of Rights 3.3.1 Limitations Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following regulations shall apply to the development of the Property: (a) Processing fees and charges of every kind and nature imposed by CITY to cover the actual costs to CITY of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued. (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (c) Regulations, 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 imposing Development Exactions; provided, however, that no such Development Exaction adopted after the Effective Date shall apply to development of the Property under this Agreement unless agreed to by OWNER. In the event any such subsequently adopted Development 553 94.00002\31553 187.13 #21124v3 60A-83 Exaction, agreed to by OWNER, fulfills the same purposes, in whole or in part, as the fees set forth in Section 4 of this Agreement, CITY shall allow a credit against such subsequently adopted Development Exaction for the fees paid under Section 4 of this Agreement to the extent such fees fulfill the same purposes. (e) Regulations that may be 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 extent possible, any such regulations shall be applied and construed so as to provide OWNER with the rights and assurances provided under this Agreement. (f) Regulations that are not in material conflict with this Agreement or the Development Plan. 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. (g) 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 that Property in which the OWNER has a legal or equitable interest. (h) 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. (i) 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, in acting on subsequent Project Approvals and to the same extent it would otherwise be authorized to do so absent this Agreement, from applying subsequently adopted or amended Land Use Regulations that do not materially conflict with this Agreement. 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 55394.00002\31553187.13 #21124v3 60A-84 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 3.6 Conditions, Covenants and Restrictions 3.6.1 OWNER shall have the ability to reserve and record such covenants, conditions, and restrictions (CC&Rs) against the Property as OWNER deems appropriate, in its sole and absolute discretion. Such CC&Rs may not conflict with this Agreement or the General Plan. Before recording any CC&Rs, OWNER shall provide a copy of the CC&Rs to the CITY for review and approval by the City Attorney, whose approval shall not be unreasonably withheld. 3.6.2 The City Attorney's review shall be limited to determining if the CC&Rs substantially comply with this Agreement and Project's conditions of approval as approved by the City Council and that the CC&Rs incorporate and reference the following information regarding the approved development: (a) The Parking Management Plan (b) The Overcrowding Mitigation Implementation Plan (c) The Property Maintenance Agreement (d) The Project Conditions of Approval 3.6.3 Within thirty (30) days after receiving a copy of the proposed CC&Rs from OWNER, the City Attorney shall provide OWNER with either (i) a statement that the CC&Rs comply with this Agreement ("CC&R Approval") or (ii) written comments identifying each aspect of the CC&Rs which the City Attorney believes not to be in compliance with this Agreement (a "Statement of Non -Compliance"). If the City Attorney fails to provide OWNER with either CC&R Approval or a Statement of Non -Compliance within thirty (30) days following a written request by OWNER, City shall be deemed to have denied the CC&Rs and OWNER may 55394.00002\31553187.13 #21124v3 60A-85 not record the CC&Rs against the Property. If the City Attorney provides a Statement of Non -Compliance, OWNER shall have thirty (30) days in which to respond to the Statement of Non -Compliance. Upon submittal of OWNER'S response, the procedure described above for the initial submittal and City Attorney review of proposed CC&Rs shall again be followed. This procedure shall be followed until OWNER either (1) receives CC&R Approval, (2) submits the compliance issues to binding arbitration pursuant to the rules of the American Arbitration Association, (3) files an action for declaratory relief in Orange County Superior Court seeking a judicial determination of the compliance of the proposed CC&Rs, or (4) agreement is otherwise reached between the Parties allowing for the recording of the CC&Rs. The CC&Rs shall run with the land and bind OWNER'S successors and assigns. Except as provided above, any dispute between the Parties regarding the CITY'S approval or rejection of the CC&Rs shall be subject to immediate and binding arbitration pursuant to the rules of the American Arbitration Association. 3.7 Moratoria. Except as specifically set forth in this section, CITY agrees that no moratorium or other similar limitation (whether relating to the rate, timing, or sequencing of the development of the Proj ect or any part thereof and whether or not enacted by local initiative or otherwise) affecting subdivision/tract 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. 3.8 Development Agreement/Proiect 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, any Project Approval and this Agreement, the provisions of this Agreement shall control. 3.9 LEED Certification. OWNER shall design and construct the building to achieve not less than a Leadership in Energy and Environmental Design ("LEED") Silver Standard equivalent. OWNER shall focus design efforts to ensure the Project meets the environmental needs of the community, as well as, the Project, itself, maintains an eco- friendly design. It is anticipated the Project will include, but is not limited to, drought tolerant landscaping and irrigation systems, solar and EV systems, and reclaimed water. 4. PUBLIC BENEFITS. 4.1 Intent. The Parties acknowledge and agree that development of the Property will result in substantial public needs that will not be fully met by the Development Plan and further acknowledge and agree that this Agreement confers substantial private benefits on OWNER that should be balanced by commensurate public benefits. 4.2 Public Benefits. OWNER has committed by this Agreement to contribute to the acquisition, construction and maintenance of certain "Public Benefits" as provided below: 55394.00002\31553187.13 #21124v3 60A-86 4.2.1 CITY Facilities. OWNER shall provide the following benefits towards the acquisition, construction and maintenance of the CITY Facilities, as follows: (a) Public Art. OWNER shall create, install, and maintain a public art project with a value equivalent to one-half of one percent (0.5%) of the total construction cost of the Project. Total construction cost shall mean all design, engineering and construction costs. OWNER shall prepare and submit to the CITY, no later than one hundred eighty (180) days before final approval for occupancy or the issuance of a certificate of occupancy, a public art plan that is consistent with Chapter 15 of the Citywide Design Guidelines, Public Art Guidelines. The approved art shall be installed prior to final approval for occupancy or the issuance of a Certificate of Occupancy for the Project. (b) Santiago Park Improvement Construction. OWNER shall, prior to issuance of the first building permit, pay to CITY $700,000.00 to construct the Santiago Park Phase 11 Park Improvements ("Park Improvements"). The Park Improvements shall include, but are not limited to design, engineering, permitting, construction, and installation of irrigation, landscaping, security lighting and bike trail enhancement, as described in more detail on Exhibit "G". (c) Park Santiago Neighborhood Benefits. OWNER shall provide the following, which shall also be included in the Property Maintenance Agreement which must be recorded against the Property. The execution and recordation of the Property Maintenance Agreement shall be a condition precedent to the issuance of final approval for any construction permit. (1) Limited access to onsite amenities in a manner to be determined by OWNER as reasonably acceptable to Planning and Building Agency Executive Director. (2) Security patrol in the residential neighborhood and Santiago Park a. Patrol area: Project, Park Santiago and Park Santiago area as depicted on attached Exhibit "IT, b. Type of patrol: Periodic roving security twenty-four (24) hours a day, seven days per week. C. Term: 55 years subject to annual review during which review it may be determined that such term shall end earlier. (3) This section and these benefits shall survive expiration of the Tenn of this Agreement. (d) Park Santiago Public Improvements and Traffic Calming. Subject to the approval by the Executive Director of Public Works Agency and the 55394.00002\31553187.13 #21124v3 60A-87 Executive Director of Planning and Building Agency and meeting CITY design specifications and standards, OWNER shall pay for the design and construction of the public improvements identified below prior to final approval for occupancy or the issuance of a Certificate of Occupancy. CITY shall be solely responsible for all aspects of the public improvements including, but not limited to, the analysis, design, engineering, construction and inspection/administration of: (1) Santiago Park neighborhood improvements at up to three locations on Edgewood and/or Bush Street to achieve traffic calming. Improvements may be based on input from the Santiago Park Neighborhood Association and may include, but not be limited to, bulb -outs, traffic circles and medians within the neighborhood streets. (2) Street lighting enhancements by replacing all existing non -LED lights and/or fixtures with LED lights and/or fixtures throughout the Santiago Park Neighborhood. (3) A street light at the Santiago Park Drive / Main Street intersection. (4) Decorative concrete pavement within the intersection of Main Street/Wallde Way and Main Street/Santiago Park Drive. 4.2.2 Safety Fencing. At the time of issuance of the first building permit, OWNER shall pay the CITY $150,000.00 to reimburse the CITY for the installation and maintenance of security fencing under the I-5 freeway and Broadway overpass for neighborhood safety (see Exhibit "J" - Safety Fencing). 4.2.3 Graffiti Removal. OWNER shall install and maintain graffiti protection on all new surfaces and shall, within 24 hours of receiving notice of graffiti, cause it to be removed and associated restorations completed throughout the Project. 4.3 Development Impact Fees. 4.3.1 Amount of Fee. The Development Impact Fees set forth in Exhibit "D" shall be charged to the Project. These fee amounts are estimated and will be subject to change based on the fee rate applicable at the time of issuance of the Building Permit. 4.3.2 Time of Payment. The fees required pursuant to Subsection 4.3.1 shall be paid to CITY prior to the issuance of the first building permit for the Development. 4.3.3 Reserved. 4.3.4 Future Development Impact Fee Program Changes. The Parties hereby agree that, in addition to the Development Impact Fees included in Exhibit "D", the Project shall be subject to any increase in fees, or amendment or alteration, of Development Impact Fee programs in effect on the Effective Date. 55394.00002\31553187.13 #21124v3 60A-88 4.3.5 Prepayment. In no event shall the prepayment of any Development Impact Fees required hereunder establish a vested right on the part of OWNER or any other owner of the Property or any person or entity with an interest therein to develop the Project or the Property following the expiration, cancellation or termination of the Term of this Agreement. Following the expiration, cancellation or termination of this Agreement, all Development Impact Fees then in effect shall be applicable to the Project and Property notwithstanding any provision of this Agreement and notwithstanding the prepayment of the Development Impact Fees set forth in Exhibit "D", any increase or amendment of any Development Impact Fee, or any combination thereof. 4.4 Dedication of On -Site Easements and Rights of Way. OWNER shall dedicate to CITY all on -site rights of way and easements deemed necessary for public improvements as indicated on the approved Development Plan for the Project within 15 days of receipt of written demand from CITY. 4.5 Timing of Construction of Off -Site Infrastructure. Approval of any issuance of final approval for occupancy on the Property shall be conditioned upon CITY's determination, in its sole discretion, that sufficient progress is being made on construction of off -site infrastructure serving development of OWNER's Property. 4.6 Santiago Park Access. OWNER shall grant the CITY a public use, access, ingress, and egress easement in perpetuity on and within the Development to provide public access to Santiago Park. The scope, location, and all aspects of the easement shall meet the requirements reasonably set forth by the City as determined by the Executive Directors of the Parks, Recreation and Community Services, Public Works, and the Planning and Building Agency and consistent with the conceptual design as described/depicted on Exhibit "F". 4.6.1 OWNER shall be responsible for the ongoing maintenance of the easement area. The easement area shall be maintained consistent with CITY standards and to CITY'S reasonable satisfaction at all times. 4.6.2 Reserved. 4.6.3 Reserved. 4.7 Housing Opportunity Ordinance. Project shall comply with the requirements of the Housing Opportunity Ordinance (the "HOO") in effect on the Effective Date. 4.8 Overcrowding Mitigation Implementation Plan. Based on U.S. Census figures, the City of Santa Ana has one of the highest average number of people per household in the nation at 4.34 people per household. OWNER commits to limit occupancy of the residential units within the project site to levels in compliance with local, state and federal fair housing standards. Prior to applying to the CITY for occupancy permit, the OWNER shall submit to the CITY an Overcrowding Mitigating Implementation Plan. Prior to changing or revising the implementation plan, Owner shall provide a 60-day minimum written notice to the City Community Development Agency and the Planning and Building Agency informing of any proposed changes or revisions. 4.9 Local Live -Work Preference. Prior to issuance of any Building Permits, OWNER shall 55394.00002\31553187.13 A #21124v3 60A-89 develop and submit to the City Manager or his/her designee, a local live -work plan for the Project targeting, to the extent feasible and consistent with state and federal fair housing laws, a preference or priority for persons who currently either live or work in the City of Santa Ana for the rental of units at the Project. 4.10 Local Sourcing Plan. OWNER agrees to make a good faith effort to encourage contractors and suppliers to hire and procure locally, to the extent that it is cost effective and does not delay the overall project development schedule. Prior to issuance of any Building Permits, OWNER shall develop and submit to the Planning and Building Agency (the "PBA") a local sourcing plan for the Project targeting, to the extent feasible, the hiring of qualified workers, construction contractors, or the purchasing of goods locally within the City of Santa Ana. The plan must be reviewed in a timely manner and approved by the PBA and be implemented for the construction of the project prior to issuance of any Building Permits. Such approval shall not be unreasonably withheld. 5. FINANCING & MAINTENANCE OF PUBLIC IMPROVEMENTS AND SERVICES OWNER may propose, and if requested by CITY shall cooperate in, the formation of any special assessment district, community facilities district or alternate financing mechanism to pay for the construction and/or maintenance and operation of public infrastructure facilities required as part of the Development Plan by providing up to $50,000 toward the costs of CITY in preparing a study to detemune the need for any such district or alternate financing mechanism. To the extent any such district or other financing entity is formed and sells bonds in order to finance such reimbursements, OWNER may be reimbursed to the extent that OWNER spends funds or dedicates land for the establishment of public facilities. If such a district or other financing entity is proposed OWNER agrees not to oppose such formation. Notwithstanding the foregoing, it is acknowledged and agreed by the parties that nothing contained in this Agreement shall be construed as requiring CITY or the City Council to form any such district or other financing entity or to issue and sell bonds. In addition, it is acknowledged and agreed by the parties that nothing contained in this Agreement shall be construed as requiring OWNER to vote in support of or annex to such district or other financing entity. It shall be the sole right of OWNER to determine whether to be in or out of any such district or other financing entity. REVIEW FOR COMPLIANCE. 6.1 Periodic Review. The CITY shall review this Agreement annually, on or before the anniversary of the Effective Date, in order to ascertain the compliance by OWNER with the terms of the Agreement. OWNER shall submit an Annual Monitoring Report, in a form acceptable to the City Manager, within thirty (30) days after written notice from the City Manager. 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. 6.2 Special Review. The City Council may order a special review of compliance with this Agreement at any time. The City Manager, or his or her designee, shall conduct such special reviews. 6.3 Procedure. (a) During either a periodic review or a special review, OWNER shall be required to demonstrate good faith compliance with the terms of the Agreement. The burden 55394.00002\31553197.13 #21124v3 60A-90 of proof on this issue shall be on OWNER, at OWNER's sole expense. (b) Upon completion of a periodic review or a special review, the City Manager, or his or her designee, shall submit a report to the Planning Commission setting forth the evidence concerning good faith compliance by OWNER with the terms of this Agreement and his or her recommended finding on that issue. (c) If the Planning Commission finds and determines on the basis of substantial evidence that OWNER has complied in good faith with the terms and conditions of this Agreement, the review shall be concluded. (d) If the Planning Commission finds and determines on the basis of substantial evidence that OWNER has not complied in good faith with the terms and conditions of this Agreement, the Commission shall provide written notice to OWNER of such findings setting forth the nature of the problem and the actions, if any, required by OWNER to cure such problem and, where the problem can be cured, OWNER has failed to take such actions and cure such problem within thirty (30) days after the effective date of such notice or, in the event that such problem cannot be cured within such thirty (30) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such problem within such thirty (30) day period and to diligently proceed to complete such actions and cure such problem. If OWNER fails to take the necessary actions, the Commission may recommend to the City Council modification or termination of this Agreement. OWNER may appeal a Planning Commission determination pursuant to this Section 6.3(d) pursuant to CITY's rules for consideration of appeals in zoning matters then in effect. Notice of default as provided under Section 7.3 of this Agreement shall be given to 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: (a) The time and place of the hearing; (b) A statement as to whether or not CITY proposes to terminate or to modify the Agreement; and, (c) 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 the Agreement, the City Council may terminate this Agreement or 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. 55394.00002\3 1553187.13 #21124v3 60A-91 6.6 Certificate of Agreement Compliance. If, at the conclusion of a Periodic or Special Review, OWNER is found to be in compliance with this Agreement, CITY shall, upon request by OWNER, issue a Certificate of Agreement Compliance ("Certificate") to OWNER stating that after the most recent Periodic or Special Review and based upon the information known or made known to the City Manager and City Council that: (1) this Agreement remains in effect; and (2) OWNER is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a Periodic or Special Review and shall state the anticipated date of commencement of the next Periodic Review. OWNER may record the Certificate with the County Recorder. 6.6.1 Whether or not the Certificate is relied upon by assignees or other transferees or OWNER, CITY shall not be bound by a Certificate if a default existed at the time of the Periodic or Special Review, but was concealed from or otherwise not known to the City Manager or City Council. 6.7 Conditions of Discretionary Approvals. The requirements imposed as conditions of any discretionary approval received through the City's existing regulatory process shall be governed by the terms of those approvals, and in no event shall such conditions be affected by the termination, cancellation, rescission, revocation, or default or expiration of this Development Agreement (although such conditions must comply with the Applicable Rules). The Conditions of Approval are incorporated herein by reference and attached as Exhibit "I". DEFAULT AND REMEDIES. 7.1 Remedies in General. It is acknowledged by the parties that CITY would not have entered into this Agreement if it were to be liable in damages under this Agreement, or with respect to this Agreement or the application thereof. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that CITY shall not be liable in damages to OWNER, or to any successor in interest of OWNER, or to any other person, and OWNER covenants not to sue for damages or claim any damages: (a) For any breach of this Agreement or for any cause of action that arises out of this Agreement; or (b) For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or (c) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. 7.2 Release. Except for non -monetary remedies, OWNER, for itself, its successors and assignees, hereby releases CITY, its officers, agents and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth and Fourteenth Amendments to the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, upon CITY because it 5 5394.00002\31553 187.13 #21124v3 60A-92 entered into this Agreement or because of the terms of this Agreement. OWNER hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. BY INITIALING BELOW, OWNER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 IN CONNECTION WITH THE MATTERS THAT ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES. OWNER'S Initials 7.3 Termination or Modification of Agreement for Default of 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 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. 7.4 Termination of Agreement for Default of CITY. OWNER may terminate this Agreement only in the event of a default by CITY in the performance of a material term of this Agreement and only after providing written notice to CITY of default setting forth the nature of the default and the actions, if any, required by CITY to cure such default and, where the default can be cured, CITY has failed to take such actions and cure such default within 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. 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, or the approval of any permit or entitlement granted pursuant to this Agreement. CITY shall promptly notify OWNER of any claim, action, proceeding or determination included within this Section 8.1, and CITY shall cooperate in the defense. If CITY fails to promptly 55394.00002\31553187.13 #211240 60A-93 notify OWNER of any such claim, action, proceeding or determination, or if CITY fails to cooperate in the defense, OWNER shall not thereafter be responsible to defend, indemnify, or hold harmless CITY. CITY may in its discretion participate in the defense of any such claim, action, proceeding or determination. 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 of any such action. 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 attomey(s) that the indemnifying party selects, hires or otherwise engages to defend the indemnified party hereunder, which approval shall not be unreasonably withheld, 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. OWNER hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS 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. 55394.00002\31553187.13 #211240 60A-94 BY INITIALING BELOW, OWNER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 IN CONNECTION WITH THE MATTERS THAT ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES. OWNER'S Initials 8.5 Survival. The provisions of Sections 8.1 through 8.4, inclusive, shall survive the termination of this Agreement. MORTGAGEE PROTECTION. 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. Any Mortgagee of the Property shall be entitled to the following rights and privileges: (a) 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. (b) 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 OWNER in the performance of OWNER's obligations under this Agreement. (c) 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. (d) 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, 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 OWNER's obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by 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. 55394.00002\31553187.13 4211240 60A-95 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 within ten (10) days after the CITY enters into the Agreement, in accordance with Section 65868.5 of the Government Code. 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 have notice of such action recorded with the Orange County Recorder. 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 Severabilitv. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the Public Benefits set forth in Section 4 of this Agreement, including the payment of the Development Impact Fees set forth therein, are essential elements of this Agreement and CITY would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever. 10.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California, with venue in Orange County. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof. 10.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 10.6 Singular and Plural. As used herein, the singular of any word includes the plural 10.7 Joint and Several Obligations. If at any time during the Term of this Agreement the Property is owned, in whole or in part, by more than one OWNER, all obligations of such OWNERS under this Agreement shall be joint and several, and the default of any such OWNER shall be the default of all such OWNERS. Notwithstanding the foregoing, no OWNER of a single lot that has been finally subdivided and sold to such OWNER as a member of the general public or otherwise as an ultimate user shall have any obligation under this Agreement except as expressly provided for herein. 55394.00002\3 1553187.13 #21124v3 60A-96 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 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 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; (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 non -action 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 or such governmental authorities; (9) criminal acts or acts of terrorism; or (10) 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 under any circumstances for more than five (5) years. 10.12 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 10.13 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof, and (c) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof. 10.14 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 10.15 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 553 94.00002\3 1553 187.13 A #21124v3 60A-97 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 OWNER is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, OWNER shall file with the City Manager, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon OWNER. If for any reason service of such process upon such agent is not feasible, then in such event OWNER may be personally served with such process and such service shall constitute valid service upon OWNER. OWNER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. 10.20 Certificate of Compliance. At any time during the term of this Agreement, any lender or either Party may request either Party to this Agreement to confirm that (1) this Agreement is unmodified and in full force and effect (or if there have been modifications hereto, that this Agreement is in full force and effect as modified and stating the date and nature of such modifications); (2) to the best of such Party's knowledge, no defaults exist under this Agreement or if defaults do exist, to describe the nature of such defaults; and (3) any other information reasonably requested. Each Party hereby agrees to provide a Certificate to such lender or other Party within thirty (30) days of receipt of the written request therefor. 10.21 Authority to Execute. The person or persons executing this Agreement on behalf of OWNER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind OWNER to the performance of its obligations hereunder. 55394.00002\315 53 187.13 #21124v3 60A-98 IN WITNESS WHEREOF, this Development Agreement has been executed by the CITY of Santa Ana and by OWNER. Dated this ATTEST: day of Daisy Gomez, Clerk of the Council APPROVED AS TO FORM: Sonia Carvalho, City Attorney Lisa Storck, Assistant City Attorney 2019. THE CITY OF SANTA ANA Kristine Ridge, City Manager AC 2525 MAIN, LLC a Delaware limited liability company By: Chris Lee Signature: 55394.00002\31553187.13 #21124v3 60A-99 EXHIBIT "A" (Legal Description of the Property) 553 94.00002\31553 187.13 #211240 60A-1 00 EXHIBIT "B" (Map of the Property) 55394.00002\31553187.13 60A-101 EXHIBIT "C" Development Plans Development Plans and entitlement applications as presented in the City Staff Report Dated December 17, 2019 are incorporated herein by reference. Project entitlements and applications include, but may not be limited to the following entitlements: 1. Development Agreement No. 2018-01 2. General Plan Amendment No. 2018-06 3. Amendment Application No. 2018-10 4. Specific Development No. 93 5. Final Environmental Impact Report No. 2018-01 5 53 94.00002\3 1553 187.13 60A- I 02 E2=IT "W Development Impact Fees (Estimated) The estimated amount of Development Impact Fees associated with the project based upon the site plan documentation submitted as part of the Project Approvals include but are not limited to the following fees and deposits; applicable sewer fee, street fee, storm drain fee, traffic fee, deposits, and all applicable fees associated with demolition of existing structures, drainage, site development, and construction are based on actual square footage of any commercial development and number of residential units. Based on 256 Residential Units, the Development Impact Fees are estimated at: Fee Estimated Total Sewer $199,344 Capital Facilities Capacity Charges (Orange County Sanitation District Charges) $607,279 Storm Drain $55,776 Traffic $305,009 Parks & Recreation $974,250 Fire Facilities Fee $252,326 Santa Ana Unified School Fees $1,050,895 Estimated Total $3,444,878 55394.00002\3 1553 187.13 60A-103 EXHIBIT "E" - Reserved #211240 60A-104 I EXHIBIT "F" Santiago Park Access Rights (Conceptual) o � m �E ly #21124A 60A-105 EXHIBIT "G" Park Design and Improvements (Conceptual) 3 IN D SANTIAGO CREEK TRAILACCESS GTYOFSANTAANA #21124v3 60A-106 EXU Brr H Park Santiago Security Patrol Area Map (Conceptual) e I #211240 60A-107 EXHIBIT I Conditions of Discretionary Approvals 2525 N. Main - Project Approval Conditions: The project is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, it shall meet the conditions of approval articulated in the sections below. The Applicant or Owner, or Owner's successor(s) or assignee(s) (collectively, "Applicant") with the City's consent, which shall not be unreasonably withheld, must comply with each and every condition listed below The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may also result in breach of the Development Agreement. GENERAL CONDITIONS Project Description and Entitlements: Approval of this application is to build (Insert Final Approved Project Description and specific entitlements) with such additions, revisions, changes or modifications as required by the Planning Commission as articulated in Planning Commission Resolution No. XXXX, dated XXXX. Subsequent submittals for this project shall be consistent with the Planning Commission's approval and in compliance with the applicable land use regulations of the Santa Ana Municipal Code and any applicable State law and the associated plans presented to the Planning Commission on (Insert PC hearing date) and on file with the City. 2. Acknowledgment of Conditions of Approval. The Applicant shall file an Acknowledgment of Conditions of Approval with the Planning and Building Agency within 30 days of final approval of all resolutions. The property Applicant shall be required to record the Acknowledgment of these Conditions of Approval with the Office of the Orange County Recorder and proof of such recordation shall be submitted to the Planning and Building Agency. Enforcement of Conditions. hi case of violation of any of the conditions of approval of applicable law, the property owner and tenant will be issued a Notice of Correction pursuant City regulations or pursuant to applicable terms of the Development Agreement, the Property Maintenance Agreement, and the CC&Rs if said violation is not remedied in accordance with the specified period of time and/or subsequent violations of the conditions of approval and/or City law occurs within ninety days of any Notice of Correction, the property owner shall be held responsible to reimburse the City for all Staff time directly attributable to enforcement of the conditions of approval, mitigation measures as stipulated in the various agreements and/or City law including but not limited to, revocation of the herein approvals. 4. Project Plans. Project plans for the development shall be subject to a complete code compliance review with the Planning and Building Agency when the plans are submitted for plan check and shall comply with all applicable City of Santa Ana ordinances, regulations, and policies prior to building permit issuance, including, but not limited to, the requirements established or authorized by Chapter 8 (Building and Structures) and Chapter 41 (Zoning) of the City of Santa Ana Municipal Code. #21124v3 60A-108 LEGAL 5. Indemnity. The Applicant shall defend, indemnify, and hold harmless the City of Santa Ana, its agents, officers, or employees from any claim, action or proceeding against the City or its agents, officers or employees to attack, set aside, void or annul an approval of the City, its legislative body, advisory agencies or administrative officers the subject application. The City will promptly notify the Applicant of any such claim, action or proceeding against the City and the Applicant will either undertake defense of the matter and pay the City's associated legal costs, or will advance funds to pay for defense of the matter by the City. Notwithstanding the foregoing, the City retains the right to settle or abandon the matter without the Applicant's consent, but should it do so, the City shall waive the indemnification herein, except the City's decision to settle or abandon a matter following an adverse judgment or failure to appeal, shall not cause a waiver of the indemnification rights herein. 6. Approval Time Period. The approval of the entitlements herein shall be valid for a time period consistent with the Development Agreement. IMPACT FEES 7. Project Development Impact Fees. The following Development Impact Fees shall be charged to the Project. These fee amounts are estimated and will be subject to change based on the fee rate applicable at the time of issuance of the Building Permit. Fee Estimated Total Sewer $199,344 Capital Facilities Capacity Charges (Orange County Sanitation District Charges) $607,279 Storm Drain $55,776 Traffic $305,009 Parks & Recreation $974,250 Fire Facilities Fee $252,326 Santa Ana Unified School Fees $1,050,895 Estimated Total $3,444,878 City Invoices. All invoices the Applicant has received from the City shall be paid to a zero balance prior final approval for occupancy by the City or issuance of a Certificate of Occupancy. PROJECT DESIGN AND OPERATIONS #21124v3 60A-109 2. The approved project is a multi -family apartment rental project. Any proposal in the future to convert the rental units to condominium ownership, the Owner shall comply with the requirements for a condominium project in accordance with local and state zoning and subdivision requirements. 3. Unit Mix: Number of family units to be a minimum of thirty percent (30%) of the proposed units to contain 2 & 3 bedrooms. 4. Onsite Property Manager. The Project shall include the provision to have 24-hour on -site Property Management services and personnel. Up-to-date 24-hour contact information for the on - site personnel shall be provided to the following City Agencies on an ongoing basis: (a) Police Department (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 5. Emergency Evacuation Plan. Developer shall submit and obtain approval of an Emergency Evacuation Plan (the "EEP") from City Police and Fire Protection agencies prior to final approval for occupancy or the issuance of a Certificate of Occupancy. Up-to-date 24-hour emergency contact information for the on -site personnel shall be provided to the City on an ongoing basis and the approved EEP shall be kept onsite and also be submitted to the following City Agencies: (a) Police Department (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 6. Crime Free Housing Plan. Applicant shall work with City Staff to develop a crime free housing policy, procedure, and design plan (the "CFH Plan") and shall submit and obtain approval from the Planning and Building Agency of the CFH Plan prior to final approval for occupancy or the issuance of the Certificate of Occupancy. The approved CFH Plan shall be implemented and administered by Property Management. The approved CFH Plan shall be implemented, adhered to, and be enforced by the Project at all times. Onsite Parldng Management Plan. Developer shall provide onsite parking for residents and visitors of the Project and actively monitor the parking demand of the Project site. Developer shall continually monitor and take appropriate measures to manage the parking demand of the Project site to mitigate the use of offsite parking spaces on private or public properties and/or right-of-way. Prior to final approval for occupancy or the issuance of the Certificate of Occupancy, Developer shall submit and obtain approval from the PBA a Parking Management Plan (the "PMP") meeting the requirements of this Condition. The approved PMP shall be adhered to and be enforced by the Project at all times. 8. Good Neighbor Policy. The Applicant shall submit for review and approval by the Planning Division a good neighbor policy implementation plan that will provide a process for the neighborhood to report nuisance issues to the property management to help manage and address potential nuisance issues including but not limited to noise, lighting, property maintenance, parking overflow into the street and neighborhood, and landscape maintenance. #21124v3 60A-110 9. Parking Ratio. Number of spaces and onsite ratio of parking shall be a minimum of two (2) spaces per unit. 10. Privacy along east property line. To ensure maximum privacy screening between the project site and the residential uses along the eastern property, the Applicant is constructing an eight (8) foot tall property line decorative block wall. In addition to this wall, and installation and maintenance of all existing mature trees along the eastern property line, all windows facing the eastern property with a direct line of sight to the adjacent properties bordering the eastern property line shall be design incorporating opaque view obscuring glass. 11. Protect and Preserve Existing Mature Trees along the Eastern Property Line. To ensure maximum privacy screening between the project site and the residential uses along the eastern property, the Applicant shall protect and preserve all existing mature trees along the east property line. 12. Protect and Preserve Existing Mature Trees on the Property not Located Along the East Property Line. To the extent feasible, the Applicant shall protect and preserve all other mature trees on the property. If the perseveration of the existing matures trees in not feasible because of the location of the approved structures on the property, the Applicant shall work with Staff to evaluate the feasibility of relocating the tree(s) to other locations on the property. 13. Edgewood Street Improvements. Only one emergency vehicular access may be permitted along Edgewood Street. No other vehicular access or curb approach openings will be approved on this street for the project. In addition, mature canopy and vertical specimen trees shall be planted along the southern property line between the building and the adjacent sidewalk to integrate the building with the adjacent single-family development across the street. 14. Property Line Wall. The project Applicant shall install an 8-foot tall property line block wall along the entire eastern edge of the Project as part of the site construction and preparation process and prior installation of the foundation. The design of the wall shall be approved by the Planning Manager and shall be decoratively designed to include a mix of decorative materials, colors, and decorative pilasters. 15. Santiago Park Entrance and Interface. If approved by the City Council, the Applicant shall design the Project and residential units to also front onto Santiago Park, Main Street, and Santiago Street entrance. The Project fagade along Santiago Park shall be consistent with and reflect the natural, current state of the Park and include articulation of the building fagade to include open garden areas. The conceptual design is as shown in Attachment 1 to these conditions. The Santiago Park Entrance design shall be subject to the review and approval of the City Planning, Public Works, and Parks and Recreation Directors to ensure compliance with the Agreement. Approval shall not be unreasonably withheld, delayed or conditioned. 16. Green Project Features. Alternative Transportation and Energy Source, Resource Conservation, and LEED Certification. The project shall obtain Silver Standard or better LEED equivalent and shall at the minimum, incorporate bike lockers, bike sharing programing, electric vehicle charging stations, rain capturing systems, grey water capturing systems, and to the extent feasible, automobile sharing programing. 17. Landscape Plan. A Landscape Plan (including Irrigation) prepared by a licensed landscape architect shall be submitted to the Planning Division prior to the issuance of building permits. The #21124v3 60A-111 Irrigation Plan shall include an irrigation system layout with the location of controllers and points of connection with data on valve sizes and gallons per minute (G.P.M.), the size and location of sleeves and all spray heads, including the location of conventional systems and drip systems; an irrigation legend with complete specifications; irrigation notes and construction details of all assemblies and components; a recommended irrigation schedule, preferably on an annual basis; and a summary block on the initial page of submitted plans that will present the above information clearly and accurately. The City reserves the right to require subsequent checks, or approval of the landscape plans prior to issuance of a grading permit. 18. Water Conservation. Landscaping shall comply with the City's water conservation ordinances in accordance with SAMC Section and the State mandated Model Water Efficient Landscape Ordinance (MWELO) 2015 update. 19. Installation. Landscaping for the project shall be complete in phases by building and shall be installed and inspected prior to occupancy of units within that building. The developer shall be responsible for maintaining all common area landscaping within the development. 20. Landscape Details. The landscape plan shall include a Plant Legend containing: plant symbol, scientific name of plant material, common name of plant material, plant container size, and plant spacing. Very low, low and medium water usage plant materials are encouraged. The applicant shall construct a landscape planter along the eastern property line. In this eastern planter, a combination of vertical and canopy specimen trees shall be planted with minimum size of 60 inch box. The landscape plan shall provide a cross section showing the planter at time of planting, after five (5) years and at full maturity. The cross section shall demonstrate the landscaping will adequately screen the project from the adjacent residential uses along the eastern portion of the Property. 21. Minimum Tree Box Size. The applicant shall install minimum 36 inch box trees, when planting trees for all required trees along street setbacks, open space areas and shared parking areas. All other tree sizes may be dependent on the location, species and spacing. The final landscaping is subject to the review and approval of the Planning Manager. 22. Maintenance of existing site. The site and the public R.O.W. adjacent to any portions of the site shall be maintained in a condition which is free of debris while the property is vacant and undergoing development and during and after the construction, addition or implementation of the entitlements granted herein. All trash and refuse shall be disposed of in dumpsters and be removed from the premises on an -as needed basis. Any surplus construction materials shall be screened from public view when not actually in use and be removed from the property upon completion of construction activities. The removal of all trash, debris, and refuse, whether during or subsequent to construction shall be done only by the property owner, the Applicant or by a permitted waste contractor, who has been authorized by the City to provide collection, transportation, and disposal of solid waste from residential, commercial, and construction areas within the City. 23. On Going Property Maintenance. 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, Developer (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 with the City of Santa Ana which shall be recorded against the property and which shall be in a form reasonably satisfactory to the City Attorney. The Property #21124v3 60A-112 Maintenance 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, enforcement of the Overcrowding Mitigation Implementation Plan, and/or restrictions on certain uses, etc.) (c) Ongoing compliance with approved design and construction parameters, signage parameters and restrictions as well as landscape designs and maintenance, as applicable; (d) Ongoing maintenance, repair and upkeep of the property and all improvements located thereupon at all times (including but not limited to controls on the proliferation of trash and debris 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); (e) If Developer 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 maintenance agreement and both shall be jointly and severally liable for compliance with its terms. (f) The Property Maintenance 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 and obligations and responsibilities set forth under the maintenance agreement. (g) The Property Maintenance 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 and a 50% administration fee. The maintenance 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 expense incurred by the City and a 50% administration fee. (h) The execution and recordation of the Property Maintenance Agreement shall be a condition precedent to the issuance of final approval for any construction permit related to this entitlement. #21124v3 60A-113 LIGHTING 24. Site and Building Lighting. The developer shall submit for review by the Planning Division and the Engineering Department, the design and specifications for all proposed lighting fixtures proposed for the buildings, drive aisles, parkways, parking areas, pathways, and surrounding areas within the development. The fixtures shall be reviewed for quality, aesthetics, illumination values, sustainability values such as LED and shall be decoratively and architecturally consistent with the building design. The number, location, height, style and design shall be reviewed and approved by the Planning Division and Engineering Department prior to issuance of building permits. UTILITIES 25. Undergrounding of Utilities. All utility service lines shall be underground. This includes all existing above ground wires that cross over the property that feed adjacent properties. 26. Composite Utility Plan. The applicant shall submit a composite utility plan depicting the location of all above ground utility appurtenances. The exact location of the equipment shall be approved by the Planning Division, during the plan check process, and shall be installed as per approved plans. They shall not be allowed within a required parking, turnaround and landscape areas or on any f rgade facing a public street. 27. Screening of Mechanical Equipment. All mechanical equipment placement and screening shall be included on the development plan and shall be reviewed and approved by the Planning Division prior to installation. Where practicable and as shown on the plans approved by the Planning Commission in the course of obtaining the requested entitlements, mechanical equipment, heating, ventilation, air conditioning (HVAC) units, satellite dish systems, solar panels, thermal solar heaters, utility meters, above ground utility and fire safety connections will be, screened, located out of public view or be architectural integrated into the project design. CONSTRUCTION 28. Construction Information. During construction, the Applicant will display signs visible to the public from the public right-of-way with a contact number of the construction superintendant to address any questions or concerns about demolition, grading, and construction activities including dust, noise and vibration. 29. Vehicles and Equipment. All construction vehicles or equipment, fixed or mobile, operated within 1,000 feet of an existing dwelling shall be equipped with properly operating and maintained mufflers. 30. Warning Devices. Replace backup audible warning devices with backup strobe lights or other warning devices during evening construction activity to the extent permitted by the California Division of Occupational Safety and Health. 31. Pest Control. The Applicant shall have rodent and pest controls on site during demolition and grading activities to mitigate impacts to the surrounding properties and neighborhood. #21124v3 60A-114 32. Perimeter Fence. Prior to demolition and construction, a perimeter security fence not exceeding seven feet in height, shall be installed around the project site. The fencing shall include a green screen material or approved equivalent. The fence/screen material shall be properly maintained and be free of rips, tears, fraying, graffiti, and any other damage or vandalism. 33. Site Maintenance. The site and the public R.O.W. adjacent to any portions of the site shall be maintained in a condition which is free of debris, trash, weeds and overgrown vegetation both during and after the construction, addition or implementation of the entitlements granted herein. All trash and refuse shall be disposed of in dumpsters and be removed from the premises on an as needed basis. Any surplus construction materials shall be stored so as to be screened from public view when not actually in use and be removed from the property upon completion of construction activities. 34. Construction Traffic Management Plan. A truck/traffic construction management plan is required for this project pursuant to the City's Public Works Department. All construction traffic regarding the movement of heavy equipment and graded materials are limited to off peak hours. This plan shall be approved prior to the issuance of Building Permits. 35. Construction Staging. During the construction process all related activities, including but not limited to, loading, unloading, storage of equipment and materials, and parking of employee vehicles are prohibited within the public R.O.W. All such activities shall be conducted only on the project site and not in the public R.O.W. All staging areas and storage of equipment and materials shall be set back from adjacent residential uses. 36. Construction Hours. In accordance with SAMC Section 18.314(e), Demolition, grading, and exterior building construction activities shall be limited to the hours of between 7:00 a.m. and 8:00 p.m. Monday through Saturday. No construction activity shall be allowed on Sundays or federal holidays. Compliance with this measure is subject to field inspection by City Staff. 37. Noise. All onsite activities shall comply with the City of Santa Ana Noise Ordinance at all times. 38. Fire Protection. Fire protection facilities; including access, must be provided prior to and during construction. 39. Fencing. Prior to commencing demolition and site preparation activities, the project site shall be secured with a fence to prevent unauthorized access to the site and the fence shall contain a screening material to screen construction activities from view. The temporary screening fence shall be installed to the satisfaction of the Economic Development Department and shall be maintained in good condition (free of tears, holes, crack lines, debris, etc.) at all times. At the primary entrance to the site, the screening material shall be reduced to a maximum height of four feet to provide visibility into the site at all times and for public safety purposes. The project site shall also have a minimum of one sign of quality material depicting the proposed development, which shall include renderings, project opening date, and City Council information. The signs shall be designed and installed to the satisfaction of the Economic Development Department and maintained in good condition (free of tears, graffiti, holes, cracks, fading, debris, etc.) at all times. 40. Fence Coordination. Prior to the demolition of any existing property line walls and/or fences and construction of a new property line concrete block wall(s), the developer shall make reasonable efforts to coordinate and obtain approval from neighboring property owner(s) to remove any existing wall(s) and/or fence(s). Written authorization from the neighboring property owner shall #21124v3 60A-115 be provided for the removal of an existing wall and construction of a new shared property line wall upon submittal for plan check. 41. Pre -Construction Meeting. Prior to the commencement of construction on the site, the developer shall schedule a pre -construction meeting between the general superintendent or field representative and the Planning Division to discuss the approved plans and construction requirements. ENGINEERING 42. The Applicant shall submit Improvement Plans prepared by a Registered Civil Engineer for public works (off -site) improvements, and on -site improvements. Plan check fees shall be paid in advance. 43. An on -site grading and drainage plan shall be prepared and submitted to the City Engineer for approval. Plan shall be 24" x 36", with elevations to nearest 0.01 foot, minimum scale 1" = 20'. Plan shall be prepared by Registered Civil Engineer. Public works improvements may be shown on this plan. Grading plan check fees must be paid in advance. 44. Hydrologic and hydraulic calculations demonstrating adequate site drainage from a 10-year return frequency storm (25-year frequency in sump areas) prepared by a Registered Civil Engineer shall be submitted with the Grading Plan. 45. Driveway slope shall be a minimum slope of one (1) percent for asphalt and .5% for concrete. 46. If utility cuts are excessive in the street the street must have a grid and overlay placed on it per the satisfaction of the City Engineer. 47. All existing off -site public improvements (sidewalk, curb and gutter, driveways, and street paving) at the development site which are in a damaged condition or demolished due to the proposed work shall be reconstructed to the satisfaction of the City Engineer, and per OCPFRD Standard Plan. 48. A City Encroachment (Public Works) permit shall be taken out for all work in public right-of-way prior to start of work. All work shall be done in accordance with APWA Standards and to the satisfaction of the City Engineer and must be completed prior to final approval for occupancy or the issuance of Certificate of Occupancy. 49. A bond or surety device shall be posted with the City in an amount and type sufficient to cover the amount of off -site work to be done, as approved by the City Engineer. 50. Pad certification by the Design Civil Engineer and Soil Engineer is required prior to the commencement of structural construction. 51. Final compaction report prepared by a qualified Soil Engineer shall be submitted to the City Engineer for review and approval prior to the commencement of structural construction. 52. Prior to the issuance of any grading or building permits or prior to recordation upon subdivision of land if determined applicable by the City Building Official, the applicant shall submit to the City for review and approval a Final Water Quality Management Plan (WQMP) that: #21124v3 60A-116 • Addresses Site Design BMPs (Best Management Practices) such as minimizing impervious areas, maximizing permeability, minimizing directly connected impervious areas, creating reduced or "zero discharge" areas, and conserving natural areas. • Incorporates the applicable Routine Source Control BMPs as defined in the DAMP. • Incorporates Treatment Control BMPs as defined in the DAMP. • Generally describes the long-term operation and maintenance requirements for the Treatment Control BMPs. • Identifies the entity that will be responsible for long-term operation and maintenance of the Treatment Control BMPs. • Describes the mechanism for funding the long-term operation and maintenance of the Treatment Control BMPs. #21124v3 60A-117 Attachment 1 Building Articulation and Setback Along Santiago Park (Conceptual) #21124v3 60A-118 EXHIBrr ' T' Security Fencing #211240 60A-119 Exhibit J 00 •/ 4 ,r Broadway y l � 60A-120 60A.121 EXHIBIT 3 LS 11.19.19 ORDINANCE NO. NS-2980 AN ORDINANCE OF THE CITY COUNCIL APPROVING AMENDMENT APPLICATION NO. 2018-10 REZONING THE PROPERTY LOCATED AT 2525 NORTH MAIN STREET FROM PROFESSIONAL (P) TO SPECIFIC DEVELOPMENT NO. 93 (SD-93) (AA NO. 2018-10) AND ADOPTING SPECIFIC DEVELOPMENT NO. 93 (SD-93) FOR SAID PROPERTY THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: WHEREAS, Chapter 41, Article 1, Division 1, Section 41-1 of the Santa Ana Municipal Code establishes the necessity of segregating the location of residences, businesses, trades and industries; regulating the use of buildings, structures, and land regulation; the location, height, bulk and size of buildings and structures, the size of yards and open space; the City is divided into land -use districts of such number, shape and area as may be considered best suited to carry out these regulations and provide for their enforcement; and WHEREAS, the regulations are considered necessary in order to: encourage the most appropriate use of land, conserve and stabilize property value, provide adequate open spaces for light and air and to prevent and fight fires, prevent undue concentration of population, lessen congestion on streets and highways, and promote the health, safety and general welfare of the people, all as part of the general plan of the City; and WHEREAS, the City of Santa Ana has adopted a zoning map which has since been amended from time to time: and WHEREAS, AC 2525 Main, LLC ("Applicant') seeks to develop the Addington Multi -Family Residential Project ("proposed Project'), originally proposed as a 496-unit multi -family project on a 5.93-acre site at 2525 North Main Street in Santa Ana, California ("Project Site"); and WHEREAS, during the entitlement and environmental review process, and in response to comments and concerns raised by the public and the City's elected officials, the Applicant has proposed modifications to the original proposal; and WHEREAS, the Project as currently proposed now entails, among other things, (1) demolition of the existing 81,172 square foot vacant two-story office building and 442-space surface parking lot on the Project Site; (2) redevelopment of the 5.93-acre site with 444,534 square feet of total development, including 277,281 square feet of Ordinance No. NS-2980 Page 1 of 10 60A-122 residential buildings that would provide 256 for -rent multi -family residential units and a 167,253 square foot central parking structure and a 284 space surface level parking lot with residential and commercial parking; (3) approval of Development Agreement No. 2018-01 between the City of Santa Ana ("City") and Applicant; (4) approval of General Plan Amendment No. 2018-06, which would change the Project Site's existing land use designation of Professional & Administration Office (PAO) to District Center (DC); and (5) approval of Amendment Application No. 2018-10, which would change the zoning of the Project Site from Professional (P) to Specific Development No. 93 (SD-93) designation; and WHEREAS, the requested Amendment Application would change the zoning designation of the property from Professional (P) to Specific Development No. 93 (SD-93) and adoption of Specific Development No. 93 to reflect this change in order to facilitate the construction of the multi -family housing project; and WHEREAS, Environmental Impact Report No. 2018-01 (State Clearinghouse No. 2018021031) for the proposed Project was circulated between August 7, 2018 and October 4, 2018; and WHEREAS, the Environmental Impact Report analyzed the impacts related to the proposed amendment to the zoning map and adoption of Specific Development No. 93; and WHEREAS, on August 27, 2018, the Planning Commission conducted a work study session to overview the project and thirty-two (32) verbal comments were received (three (3) in support and twenty-nine (29) in opposition) and nine (9) written comments were received (one (1) in support and eight (8) in opposition); and WHEREAS, on November 26, 2018, the Planning Commission continued a duly noticed public hearing for the project to January 14, 2019 and held a second study session to overview the Project and fifty-eight (58) verbal comments were received (twenty-five (25) in support; thirty-one (31) in opposition and two (2) neutral) and eleven (11) written comments were received (two (2) in support and nine (9) in opposition); and WHEREAS, on January 14, 2019, the Planning Commission conducted a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and solicited comments on the EIR. At the meeting, seventy-nine (79) members of the public spoke on the item, thirty (30) speakers supported the project, forty-eight (48) opposed it and one speaker was neutral. After hearing all relevant testimony from staff, the public and the City's consultant team, the Planning Commission voted to recommend that the City Council does not certify the EIR, adopt the findings, the statement of overriding considerations and the mitigation monitoring and reporting program and deny the Project; and Ordinance No. NS-2980 Page 2 of 10 60A-123 WHEREAS, on February 5, 2019, the City Council conducted a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and solicited comments on the EIR. At the meeting, sixty-one (61) members of the public spoke on the item, thirty-eight (38) speakers supported the project, twenty (20) speakers opposed it and three (3) speakers were neutral and the public hearing was continued to the next regular adjourned City Council meeting on February 19, 2019; and WHEREAS, on February 19, 2019, the City Council continued to conduct a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and solicited comments on the EIR. At the meeting, one hundred and thirty-one (131) members of the public spoke on the item, twenty-six (26) speakers supported the project and one hundred and five (105) speakers opposed it and one hundred and sixty- six (166) written comments were received with nine (9) in support and one hundred and fifty-seven (157) in opposition. After hearing all relevant testimony from staff, the public and the City's consultant team, the City Council voted that the applications go back to the Planning Commission for reconsideration after further consultation with the community; and WHEREAS, in June 2019, the applicant submitted a revised plan consisting of development 347 multi -family units (59 dwelling units per acre), with 642 parking spaces (1.85 parking spaces per unit) and parking capacity at 2.0 spaces per unit, within a 4- story residential building wrapped around a five -level parking structure with an amenity deck on the sixth -level, private open space, and redesigned the intersection of Main Street and Walkie Way/Santiago Park Drive to provide access to the project on a 5.93- acre site (the "June Revised Plan"); and WHEREAS, on August 12, 2019, the Planning Commission conducted a duly noticed public hearing to consider the June Revised Plan. At the meeting, seventy- seven (77) members of the expressed opposition; nine (9) supported the project, and one speaker was neutral. In addition, one -hundred (100) written comments were received with six (6) in support and ninety-four (94) in opposition. After hearing all relevant testimony from staff, the public and the City's consultant team, the Planning Commission vote resulted in an impasse; and WHEREAS, in October 2019, in response to comments received the applicant submitted a further revised plan. including redevelopment of the 5.93-acre site with 444,534 square feet of total development, including 277,281 square feet of residential buildings that would provide 256 for -rent multi -family residential units and a 167,253 square foot central parking structure and a 284 space surface level parking lot which also reduced the Project's height, increased the Project's setbacks, and modified the Project entrance ("October Modified Project"); and WHEREAS, the City has prepared "Clarifications to the Final EIR" to determine if the Modified Project would result in new or substantially increased environmental effects Ordinance No. NS-2980 Page 3 of 10 60A-124 than those analyzed in the EIR such that the EIR would require recirculation prior to its certification; and WHEREAS, the Clarifications to the Final EIR include detailed analysis, based upon substantial evidence, that demonstrate that the Modified Project would not result in any new or substantially greater impacts than are disclosed in the EIR, no new mitigation measures beyond those identified in the EIR are required, and no additional feasible alternatives or mitigation measures considerably different from others previously analyzed would clearly lessen the significant environmental impacts of the project; and WHEREAS, on October 28, 2019, the Planning Commission conducted a duly noticed public hearing to consider the EIR, Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 and solicited comments on the EIR. At the meeting, sixty-two (62) expressed opposition and two (2) in expressed support the project. In addition, ninety-eight (98) individuals submitted comments with ninety-four (94) in opposition and four (4) in support; and WHEREAS, after hearing all relevant testimony from staff, the public and the City's consultant team, the Planning Commission by a vote of 3:2, voted to recommend denial of the project. Since the entitlements require final action by the City Council, the actions were forwarded to the City Council; and WHEREAS, on November 8, 2019, the City gave public notice of a City Council public hearing for consideration of Amendment Application No. 2018-10 by advertising in the Orange County Register, a newspaper of general circulation, and by mailing to owners of property and residents within 500 feet of the Project; and WHEREAS, on November 19, 2019, the City Council conducted a duly noticed public hearing to consider General Plan Amendment No. 2018-06, Amendment Application No. 2018-10, and Development Agreement No. 2018-01, and the Environmental Impact Report for the Project, at which hearing members of the public were afforded an opportunity to comment upon Amendment Application No. 2018-10; and NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND, AND ORDER AS FOLLOWS: SECTION 2. CALIFORNIA ENVIRONMENTAL QUALITY ACT: The City Council has reviewed and certified Environmental Impact Report No. 2018-01; adopted the Mitigation Monitoring and Reporting Program (MMRP); and adopted the Statement of Overriding Consideration for the proposed Project, including this Amendment Application No. 2018-10. SECTION 3. AMENDMENT APPLICATION: The Amendment Application consists of amendments to the zoning map (SDM 6-5-9) and adoption of Specific Development Ordinance No. NS-2980 Page 4 of 10 60A-125 No. 93, as shown in Exhibit A and Exhibit B respectively, attached hereto and incorporated herein by reference. SECTION 4. LOCATION OF DOCUMENTS: The Amendment Application, Environmental Impact Report and all supporting documents are on file and available for public review at Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, California 92702. SECTION 5. GENERAL PLAN CONSISTENCY: The City Council hereby finds that the proposed Amendment Application is compatible with the objectives, policies, and general plan land use programs as amended by General Plan Amendment No. 2018- 06 in that: A. The proposed Amendment Application will not adversely affect the public health, safety, and welfare in that the Amendment Application will not result in incompatible land uses on adjacent properties, inconsistencies with any General Plan goals or policies, or adverse impacts to the environment. B. The amendment application to change the zoning designation from Professional (P) to Specific Development 93 (SD-93) is consistent with Santa Ana Municipal Code section 41-593.1 for the following reasons: (1) Protecting and enhancing the value of properties by encouraging the use of good design principles and concepts, as related to the division of property, site planning and individual improvements with full recognition of the significance and effect they have on the proper planning and development of adjacent and nearby properties. The site plan has been designed with the vehicular entrance on Main Street away from the residential neighborhood to the south and east. In addition, the parking structure and rooftop amenity deck, which are the tallest building elements are positioned closer to Main Street, with residential buildings wrapped around the structure to screen it. There is a 90-foot rear (east) setback requirement which creates a buffer between the multi -family buildings and single-family homes. In addition, the existing healthy trees along the east property line will be protected in place and new mature trees will be planted or replaced as needed. The wall along the eastern property line will be increased to 8-feet in height and the east side of the building will tier in height from two, three, to four stories to provide a transition in height when compared to the single -story residential dwellings to the east. The building is also designed with courtyards rather than one large "box" to provide open space and variation in the massing. Furthermore, the units along Edgewood Road will have patios with access to the Ordinance No. NS-2980 Page 5 of 10 60A-126 street to mimic single-family dwelling porches and to connect the project with the residential neighborhood. (2) Encouraging, securing and maintaining the orderly and harmonious appearance, attractiveness and aesthetic development of structures and grounds in order that the most appropriate use and value thereof be determined and protected. The property is a 5.93-acre site with street frontage along Main Street, a major urban corridor with cultural, educational, employment and retail destinations such as the Bowers Museum, Discovery Science Center, Main Place Mall and in the City of Orange; the Children's Hospital of Orange County and St. Joseph's Hospital of Orange County. Therefore, the residential development would be within close proximity of major employment centers and retail establishments. The site is also located just north of the Santa Ana (1-5) freeway which provides regional access to and from the City. The multi -storied development will complement the nearby mid -rise office buildings located along Main Street to the north and west of the site and the multi -family residential use supports a mixed -use setting. In addition, the new building will have a variety of materials such as multiple brick veneers, stone veneer, metal panels, ceramic tile, metal canopies, flat and metal seamed roofs to assist in creating a modern contemporary design. The residential development will replace a potential office use with a residential use. Although a professional office use is typically considered a low intensity land use when compared to commercial or industrial uses, issues with parking, traffic and noise may still arise. When comparing land uses multi -family uses are more compatible in nature with single- family residential neighborhoods than office uses. (3) Providing a method whereby specific development plans are to be based on the general plan as well as other regulations, programs, and legislation as may in the judgment of the city be required for the systematic execution of the general plan. With approval of General Plan Amendment No. 2018-06, the Project will be consistent with the General Plan Land Use Element. Although the Project requires an amendment to the Land Use Element to allow for residential use of the property, the Project still supports and is consistent with several other overarching goals and policies of the General Plan. For example, as described in the associated General Plan Amendment No. 2018-06: Housing Element Goal 2, to create diversity of quality housing, affordability levels, and living experiences that Ordinance No. NS-2980 Page 6 of 10 60A-127 accommodate Santa Ana's residents and workforce of all household types, income levels, and age groups to foster an inclusive community. Land Use Element Goal 4, to protect and enhance development sites and districts which are unique community assets that enhance the quality of life. Urban Design Element, Goal 1, to improve the physical appearance of the City through development of districts that project a sense of place, positive community image, and quality environment. (4) Recognizing the interdependence of land values and aesthetics and providing a method to implement this interdependence in order to maintain the values of surrounding properties and improvements and encouraging excellence of property development, compatible with the general plan for, and character of, the city, with due regard for the public and private interests involved. Development of the Project would result in a substantial change in views and a significant and unavoidable impact to aesthetics. However, the Project will replace an over 30-year old structure with a modern building with enhanced landscaping contributing to the character of the City. Furthermore, a Development Agreement between the developer/property owner and the City of Santa Ana has been entered into. Public benefits of the agreement include: public art, Santiago Park for improvements, Park Santiago Neighborhood benefits including access to on -site amenities for Park Santiago residents, security patrol of the residential neighborhood and Santiago Park, and Park Santiago Neighborhood for traffic improvements and calming such as street calming, traffic diversion, and street lights. (5) Insuring that the public benefits derived from expenditures of public funds for improvements and beautification of streets and public facilities shall be protected by exercise of reasonable controls over the character and design of private buildings, structures and open spaces. The multi -family residential development will utilize existing water, sewer, and drainage infrastructure and will not result in the expansion of infrastructure. In addition, the Project will not result in the expansion of new or altered police or fire facilities. The Project will be subject to utility user tax, property taxes based on the valuation of the new construction and management company business taxes. The building facades and new landscaping are designed to deter graffiti, existing sidewalks will be removed and replaced with new sidewalks that are constructed to City standards, new street lights will be installed and the City's Building Security Ordinance will be implemented which includes Ordinance No. NS-2980 Page 7 of 10 60A-128 security and crime preventing measures to help reduce City expenditures on public services and maintenance. In addition, the residential development will be subject to all required development impact fees. SECTION 6. INDEMNIFICATION. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, 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 7. If any section, subsection, sentence, clause, phrase or portion of this ordinance for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. SECTION 8. CITY COUNCIL ACTIONS: The City Council hereby takes the following actions: 1. The City Council hereby adopts an Ordinance approving Amendment Application No. 2018-10 as follows: A. Subject to compliance with the Mitigation Monitoring and Reporting Ordinance No. NS-2980 Page 8 of 10 60A-129 Program, the property at 2525 North Main Street shall be amended to Specific Development No. 93 and Specific Development No. 93 plan shall be adopted as set forth in Exhibit A and Exhibit B, attached hereto and incorporated herein by reference. B. The Amendment Application shall not take effect unless and until Environmental Impact Report No. 2018-01 and General Plan Amendment No. 2018-06, are each certified and approved by the City Council, and the associated Development Agreement No. 2018-01 is approved by the City Council and executed by all parties thereto. SECTION 9. EXECUTION OF ORDINANCE. The Mayor shall sign this Ordinance and the Clerk of the Council shall attest and certify to the adoption thereof. ADOPTED this day of , 2019. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Lisa Storck Assistant City Attorney Miguel A. Pulido Mayor Ordinance No. NS-2980 Page 9 of 10 60A-130 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-2980 to be the original ordinance adopted by the City Council of the City of Santa Ana on _ 2019 and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance No. NS-2980 Page 10 of 10 60A-131 *A :11:1 Y r_1 LN 6 R1 f Ci-MB j Ci-HBII Ci-HBII C1 C1 cl SP3 SP3 'm SP3 e= a e1 Q PO W� Al u L eoN R1 p LL g max Lx u1 G1 Al viacixw A— _ v A R1 caw[mOW ST a R1 Rl Sam ST R1 _ g O sr Rixn SR1 v.Nre cieae fiffiffi x R1 vAR, A ML� �ccTARl v 1LLLW ��I}TI}�IT—TI�TI—�I�1 LL1L=tRi g HE J Rj Ri '�iCJ�L1L2 Rig HE R1 — —Ri Si R1 R1-B .,� R1 R1 C-77 111 � F 17TH ST n % C5j p -05 A' F-fol 12111121 Ics D1 Pt w-11441&1 cl R1-B w 3 ¢ Ri Q yLrypNT Si CS LOAw. oa Ri-B C5 afaava R1 S p � g O � e Q ffc ASPEN g= Al R1� R1 _L. siNrA CwRAAVQ S x — Z ALOHA, C5 R1 R1 C1 Al GENERALAGRICULTURAL CSM SOUTH MAIN STREETCOMMERCIAL DIST_ R2 TWO-FAMLYRESIDENCE -B PARKING MODIFICATION C1 COMMUNITYCOMMERCIAL GC GOVERNMENTCENTER US MULTIPLE- FAMILY RESIDENCE -OZ OVERLAYZONE C1MD COMMUNITY COMMERCIAL -MUSEUM DIST M1 LGHTINDUSTRl4L R4 SUBURBAN APARTMENT PLANNED RESIDENTIAL -PRD DEVELOPMENT C2 GENERAL COMMERCIAL M2 HEAVY INDUSTRIAL RE RESIDENTIAL ESTATE C4 PLANNED SHOPPING CENTER 0 OPENSPACE SD SPECIFICDEVELOPMENT -HD2 HEGHTDISTRICTI C5 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECIFIC PLAN CR COMMERCIAL RESIDENTIAL R1 SINGLE- FAMILYRESIDENCE SECTIONAL DISTRICT MAP: 6-5-9 e CITY OF SANTA ANA, CALIFORNIA 60A-132 EXHIBIT B SPECIFIC DEVELOPMENT NO. 93 2525 North Main Street Development Project SECTION 1 — APPLICABILITY OF ORDINANCE The Specific Development Zoning District No. 93 (SD-93) for the 2525 North Main Street development project is authorized by Chapter 41, Division 26 Section 41-593 et seq. of the Santa Ana Municipal Code. SD-93 contains specific standards and regulations for the purpose of establishing land use regulations and development and operational standards for the project site. All other applicable chapters, articles, and sections of the Santa Ana Municipal Code are in effect unless expressly superseded by regulations contained in this ordinance. The boundaries of the 2525 North Main Street development project shall be defined pursuant to Attachment 1 (attached hereto and incorporated a though fully set forth herein). The 2525 North Main Street Development District shall have two zones, Zone 1 and Zone 2, as depicted in Attachment 1. SECTION 2 — PURPOSE The Specific Development Plan No. 93 for the 2525 North Main Street project consists of standards and regulations established for the purpose of protecting the health, safety, and general welfare of the people of the City of Santa Ana by promoting and enhancing the value of property and encouraging the orderly development of the property. ObeectiXes The objectives of the 2525 North Main Street project specific development plan include provisions of the following: Promote the City's image as providing high -quality residential projects for individuals and families of all income groups. 2. Create a clean and safe environment for the City's residents, workers, and visitors. Contribute to the North Main Street corridor by providing a high density residential development that supports nearby cultural, office and commercial uses. 4. Provide regulations that allow development, in response to market conditions while achieving overall City and community goals. Provide parking opportunities for nearby museum uses and/or commercial uses. 1 of 12 60A-133 SECTION 3 — Uses permitted in Zone 1 The following uses are permitted in the SD-93 district: (a) A maximum of 256 multiple -family dwelling units not exceeding a density of 58 dwelling units/acre. (1) The unit mix shall be comprised of: a. 70% studio and one -bedroom units b. 30% two -bedroom and three -bedroom units (2) Unit square footages ranging from a. 556 to 592 square foot studios b. 633 to 930 square foot one -bedrooms c. 909 to 1,179 square foot two -bedrooms d. 1,362 square foot three -bedrooms (b) Home occupations, pursuant to section 41-192.1 of the Santa Ana Municipal Code. (c) Accessory recreational rooms, dog wash, club room, fitness room, wellness center, bike rooms, pools and spas for residential use. SECTION 4 — Uses subject to a conditional use permit in Zone 1 (a) Childcare facilities caring for more than eight (8), but no more than fourteen (14) children. SECTION 5 —,Uses permitted in Zone 2 (a) Surface parking lot with 180 spaces (approximate 1.4 acre lot) to be used by a commercial, museum, or professional offices uses. (b) Parking may be shared with the residential development through a shared parking agreement. (c) All other uses and/or structures are prohibited. SECTION 6 — Maximum permitted floor area ratio (FAR) The maximum authorized building intensity for the 2525 North Main Street project is a floor area ratio (FAR) of 1.43, including residential areas, community -serving areas (e.g., leasing office, gym and club room) and interior corridors. SECTION 7 — Minimum lot size in Specific Development No. 93 The minimum lot size is 1.4 acres. 2of12 60A-134 SECTION 8 — Minimum street frontage in Specific Development No. 93 Lots shall have a minimum street frontage of at least 250 feet. SECTION 9 — Building height in Specific Development No. 93 (a) No residential structure shall exceed 50 feet (four stories) in height, as measured from the lowest adjacent grade of the structure to the top of the structure. (b) The six level parking structure (five levels with one level subterranean) and amenity deck shall not exceed 61 feet as measured from the lowest adjacent grade to the top of the structure. (c) The stair tower and elevator tower shall not exceed 74 feet as measured from the lowest adjacent grade to the top of structure. (d) Along the east property line the building shall tier from two, three, and four stories as shown on the approved site plan. SECTION 10 — Setback standards in Specific Development No. 93 (a) North setback. A minimum building setback of ten (10) feet shall be provided between the property line and buildings along Santiago Park. (b) South setback. A minimum building setback of one hundred thirty-four (134) feet shall be provided from Edgewood Road. (c) West setback. A minimum building setback of twelve (12) feet shall be provided between the property line and buildings along Main Street. (d) East setback. A minimum building setback of ninety (90) feet shall be provided between the property line and buildings. SECTION 11 — Off-street parking standard in Specific Development No. 93 (a) The minimum off-street parking requirements for the project are as follows: (1) 2.0 spaces per unit shall be provided (407 spaces within the parking structure and 104 space surface level parking lot). (2) Parking stalls shall not be less than eight (8) feet six (6) inches wide and eighteen (18) feet long. Double -striping is required, with the width of stalls measured from lines midway between each pair of stripes. Structural, mechanical, utility or similar appurtenances are only permitted adjacent to required stall areas if the required width of the stall is increased at least six (6) inches and if the appurtenance is not located 3 of 12 60A-135 so as to interfere with safe and free parking movement, car door opening, or of visibility. (3) Aisles to and from parking stalls shall not be less than: Twenty-three (23) feet wide for 90-degree parking. (4) Drive aisles shall not dead-end; a turn -around method be provided to allow cars to exit if all stalls are occupied (5) The interior of the parking structure without natural lighting shall be painted white or shall be equipped with lighting devices which will provide a minimum maintained two (2) footcandle of light on the parking surface during hours of darkness. Subterranean parking areas shall maintain lighting twenty-four (24) hours a day. Lighting devices shall be protected by vandal resistant covers. (6) A minimum of ten (10) bicycle spaces shall be provided onsite. The design and materials shall comply with the approved materials board submitted for the project during building plan check. (7) Prior to submittal into building plan check, a parking management plan shall be submitted to the Planning Division for review, identifying parking per unit, and guest parking. The plan is subject to approval of the Executive Director of the Planning and Building Agency. Onsite parking shall be provided for residents and visitors of the Project and the parking demand of the Project site shall be actively monitored. Property owner "Owner" shall continually monitor and take appropriate measures to manage the parking demand of the Project site to mitigate the use of offsite parking spaces on private or public properties and/or right-of-way. SECTION 12 — Vehicular Access in Specific Development No. 93 The development shall prepare all necessary plans per City Standards and to the satisfaction of the City Engineer to: (a) Provide public access via Walkie Way/Park Santiago Drive and Main Street. The Santiago Park Entrance design and construction shall be subject to the review and approval of the City's Planning & Building, Public Works, and Parks, Recreation and Community Services Agency Directors, including residential units to front onto Santiago Park, Main Street, and the Santiago Park Drive entrance. (b) Reconstruct the existing intersection of Main Street and Walkie Way/Park Santiago Drive to accommodate the southerly relocation the east leg of the intersection, including, but not limited to: Removal of all portions of the existing east leg of the intersection. Construction of PCC curb, gutter and sidewalk along the east side of Main Street. iii. Reconstruct pavement within the intersection. 4of12 60A-136 iv. Modification of the Traffic Signal for the Walkie Way/Park Santiago Drive intersection for the intended signal operation shall include new signals poles, traffic cabinet, install conduits and wiring, traffic signal, interconnect, provide Accessible Pedestrian Signals pedestrian push buttons, vehicle/bike video detection, signing and striping as needed to accommodate the proposed entrance to the development and Santiago Park. (c) Remove and reconstruct the raised -curb median in Main Street between Walkie Way and Edgewood Road to provide increased left turn pocket lengths per Attachment 2, including, but not limited to: i. Reconstruct asphalt pavement in Main Street to maintain standard cross slopes, positive drainage and smooth vertical transitions. ii. Provide landscaping and irrigation in the median. iii. Modify the existing channelization striping extending through intersections. (d) Coordinate with Caltrans to enter into a Cooperative Agreement with City of Santa Ana to implement traffic signal synchronization timing along Main Street between the 1-5 ramps and the modified traffic signal at Main Street and Walkie Way -Santiago Park to enhance traffic flow and reduce congestions between city streets and the State Highway System. The scope of work shall include but not limited to preparation of cooperative agreement, any required improvements, preparation and implementation of timing plans, and required permits. (e) The Emergency Vehicular Access Lane (Fire Lane) with access to Edgewood Road shall be gated per Orange County Fire Authority and City Public Works Agency requirements and standards. The emergency lane shall not be used for trash staging, trash loading and/or move-ins/outs. No other vehicular access or curb approach openings will be approved on Edgewood Road for the project. SECTION 13 — Open Space standard in Specific Development_No. 93 (a) Pedestrian Walkways and Open Space. The project will provide a minimum of 15% of the total lot size shall be open space in the form of common, landscaped open space areas, pools, spas, deck, courtyard and lobby, interior community room, dining room, gym, business room, etc. (b) Courtyards. (1) East courtyards shall be a minimum of 34 feet wide by 100 feet in depth and shall not contain any pools, spas or recreational rooms. (2) West courtyard shall be a minimum of 48 feet wide by 58 feet in depth. (c) Private Open Space. Each residential unit shall have a patio or balcony a minimum of 50 square feet in size. 5of12 60A-137 SECTION 14 — Walls/Fences standard in Specific Development No. 93 (a) East property line. Prior to issuance of the first building permit, a solid block wall with a minimum height of eight (8) feet shall be constructed along the east property line. The block wall shall be designed to contain a decorative cap, regularly -spaced decorative pilasters, and a decorative finish in accordance to the design provisions contained within the most recent version of the City's design guidelines. (b) North property line. Prior to the issuance of the first building permit, a new wrought iron fence shall be constructed. The fence shall also incorporate decorative pilasters located a maximum of 50 feet on center. Any walls and/or fences are limited to eight (8) feet in height. (c) South and West property line walls are prohibited. Within the front and street side setbacks, walls and/or fences shall be limited to four (4) feet in height. SECTION 15 — Landscape standard in Specific Development No. 93, (a) A Landscape Plan prepared by a licensed landscape architect shall be submitted to the Planning Division for review and approval prior to the issuance of building permits. The Irrigation Plan shall include an irrigation system layout with the location of controllers and points of connection with data on valve sizes and gallons per minute (G.P.M.), the size and location of sleeves and all spray heads, including the location of conventional systems and drip systems; an irrigation legend with complete specifications; irrigation notes and construction details of all assemblies and components; a recommended irrigation schedule, preferably on an annual basis; and a summary block on the initial page of submitted plans that will present the above information clearly and accurately. The landscape plan shall include a Plant Legend containing: plant symbol, scientific name of plant material, common name of plant material, plant container size, and plant spacing. Very low, low and medium water usage plant materials are encouraged. The landscape plan shall provide a cross section of the eastern planter showing the planter at time of planting, after five (5) years and at full maturity. The cross section shall demonstrate the landscaping will adequately screen the project from the adjacent residential uses along the eastern portion of the Property. A minimum size of 36-inch box trees shall be planted along street setbacks, open space areas and shared parking areas. (b) Per the arborist report dated May 4, 2018: (1) Retain and protect in place the existing eleven (11) healthy Ficus benjamina trees adjacent to the east property line. (2) Remove the existing eight (8) unhealthy trees (Liquidambar styracii lua) in the eastern planter and plant eight (8) minimum size of 60-inch box trees in their place. 6of12 60A-138 (3) Plant new vertical and canopy specimen trees with a minimum size of 48- inch box, 20-feet on center in the east planter within 150 feet of the front property line and within 150 feet of the rear property line. (4) The planter along the east property line shall be sized to allow for future growth and health of the trees. (5) To the extent feasible, all other healthy mature trees on the property shall be protected and preserved. If the perseveration of the existing healthy, mature trees is not feasible because of the location of the approved structures on the property, the Owner shall work with Staff to evaluate the feasibility of relocating the healthy tree(s) to other locations on the property. (c) Project Landscaping: Landscaping shall be compliant with the City of Santa Ana's Landscape Water Conservation Ordinance Chapter 41, Article XVI of the Santa Ana Municipal Code. All landscape areas shall have a fully automatic irrigation system (including spray or drip) as required by the City of Santa Ana Landscape Water Conservation Ordinance. (d) All meters shall be appropriately screened from public view with trellis work and vines or hedge -type shrubs, or be incorporated into the residential structure. (e) Installation: Landscaping for the project shall be completed in phases by building and shall be installed and inspected prior to occupancy of units within that building. The Owner shall be responsible for maintaining all common area landscaping within the development. (f) Maintenance: All plant material shall be maintained per Section 41-609 of the Santa Ana Municipal Code. SECTION 16 — Residential Si2na2e in Specific Development No. 93 (a) Signage for the project shall be consistent with Section 41-868 of the Santa Ana Municipal Code. SECTION 17 — Architectural Design in Specific Development No. 93 (a) Exterior materials. Prior to submittal into building plan check, the Owner shall submit revised architectural elevations subject to the review and approval of the Executive Director of the Planning and Building Agency. Exterior materials and finishes for the project shall comply with the approved materials board submitted for the project including stone veneer, brick veneer, ceramic tile, metal canopies, flat and metal seamed roofs. All trash enclosures and similar ancillary structures shall match the texture, material and color of the building. (1) The east building wall windows (at the 90 foot building setback) shall be opaque or clerestory (above eye level) windows. 7 of 12 60A-139 (2) The east wall of the parking structure shall incorporate screen materials and be designed to screen the views from the amenity deck or parking structure to the neighborhood. (b) Green Building. Alternative Transportation and Energy Source, Resource Conservation, and LEED Certification. The project shall be constructed to Silver Standard or better LEED equivalent and shall at the minimum, incorporate bike lockers, bike sharing programing, electric vehicle charging stations, rain capturing systems, grey water capturing systems, and to the extent feasible, automobile sharing programing. (c) Public Art. Public Art shall be installed, and maintained with a value equivalent to one- half of one percent (0.5%) of the total construction cost of the Project. Total construction cost shall mean all design, engineering and construction costs. A public art plan shall be prepared and submitted to the City no later than one hundred eight (180) days before final approval for occupancy or the issuance of a certificate of occupancy and the approved art shall be installed prior to final approval for occupancy of the issuance of a Certificate of Occupancy for the Project. (d) Storage. A minimum of 250 cubic feet of storage, in addition to interior bedroom closets, shall be provided with minimum dimensions of 4 feet by 8 feet per unit. (e) Hardscape materials. Enhanced paving materials shall be installed at the Main Street driveway entrance. The actual paving materials shall be approved by the Planning Division. (f) Lighting standards/fixtures. The light fixtures are to integrate design elements of the building and landscape architecture. Lighting is to be designed to confine the direct rays of the artificial lighting within the boundaries of the development. Specifications of light standards/fixtures and photometrics plan shall be submitted to Planning Division for review and approval by the Planning Division prior to the issuance of building permits. (g) Composite Utility Plan. Composite utilities shall not be allowed within required parking, turnaround and landscape areas or on any fagade facing a public street. (h) Mechanical Equipment, Appurtenances, and Conduits. All mechanical equipment, heating, ventilation, air conditioning (HVAC) units, satellite dish systems, solar panels, thermal solar heaters, utility meters, above ground utility and fire safety connections will be, screened, located out of public view or be architectural integrated into the project design within designated rooms, inside walls, behind parapets, or through a combination of landscape and hardscape materials. (i) Trash Enclosures. Trash bins shall be stored in designated trash enclosures. There shall be an onsite designated trash staging area only to be used on service days and the staging area and bins shall not disrupt vehicular use of the driveway. The minimum requirements needed to service the location shall be clearly indicated on the plans and 8of12 60A-140 subject to the approval of the Public Works Agency. SECTION 18 —Property Maintenance in Specific Development No. 93 (a) Onsite Property Manager. The Project shall include 24-hour on -site Property Management services and personnel. Up-to-date 24-hour contact information for the on -site personnel shall be provided to the following City Agencies on an ongoing basis: (1) Police Department (2) Fire Authority (3) Planning and Building Agency (4) Community Development Agency (b) Maintenance. The property shall be maintained free of trash, debris and graffiti. Graffiti shall be removed within 24-hours after its appearance in accordance with Section 10- 227 of the Santa Ana Municipal Code. (c) Crime Free Housing. Prior to submittal into building plan check, a Crime Free Housing Plan shall be submitted for review. The Plan shall be approved prior to occupancy of the first unit and shall be implemented and administered by the Owner. (d) Building Security. All structures and parking lots shall comply with the provisions of Chapter 8, Article II, Division 3 of the Santa Ana Municipal Code (Building Security Ordinance). (e) Emergency Evacuation Plan. An approved Emergency Evacuation Plan (EEP) from City Police and Fire Protection agencies shall be on file for the project. Up-to-date 24- hour emergency contact information for the on -site personnel shall be provided to the City on an ongoing basis and the approved EEP shall be kept onsite and also be submitted to the following City Agencies: (1) Police Department (2) Fire Authority (3) Planning and Building Agency (4) Community Development Agency (f) On Going Property Maintenance. Developer (and the owner of the property upon which the authorized use and/or authorized improvements are located if different from the Developer) shall execute a maintenance agreement with the City of Santa Ana which shall be recorded against the property and which shall be in a form reasonably satisfactory to the City Attorney. The maintenance agreement shall contain covenants, conditions and restrictions relating to the following: (1) 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.). 9of12 60A-141 (2) 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). (3) Ongoing compliance with approved design and construction parameters, signage parameters and restrictions as well as landscape designs, as applicable. (4) Ongoing maintenance, repair and upkeep of the property and all improvements located thereupon at all times (including but not limited to controls on the proliferation of trash and debris 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). (5) If Developer 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 maintenance agreement and both shall be jointly and severally liable for compliance with its terms. (6) The maintenance 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 and obligations and responsibilities set forth under the maintenance agreement. (7) The maintenance 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 maintenance 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. (8) The execution and recordation of the maintenance agreement shall be a condition precedent to the issuance of final approval for any construction permit related to this entitlement. 10 of 12 60A-142 ATTACHMENT 1 11 of 12 60A-143 ATTACHMENT 2 12 of 12 60A-144