Loading...
HomeMy WebLinkAboutNS-2656 - Approving a Development Agreement Between the City of Santa Ana and One Broadway Plaza LLC, 1200 N. Main LLC, and 845 Broadway, LLC . . . ORDINANCE NO. NS-2656 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND ONE BROADWAY PLAZA, LLC, 1200 N. MAIN, LLC, AND 845 BROADWAY, LLC THE CITY COUNCIL OF THE CITY OF SANTA ANA ORDAINS AS FOLLOWS: SECTION 1: The City Council hereby finds, determines and declares as follows: A. The 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. B. The City enters into this Development Agreement pursuant to the provisions of the Government Code and applicable City policies. C. The Planning Commission has, following a duly noticed public hearing, on June 14, 2004 recommended approval of this Development Agreement. E. 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 One Broadway Plaza 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. F. The City Council has held a noticed public hearing on this Ordinance, and has considered all testimony presented thereto. G. The City Council has, on July 19, 2004, approved a Environmental Impact Report (EIR) in conjunction with this Project and adopted a mitigation monitoring plan, written findings and a statement of overriding considerations and the Council adopts this ordinance based upon said EIR, plan, findings and statement of overriding considerations. SFCTION 2: Development Agreement, a true and correct copy of which is attached hereto as Exhibit 1, is hereby approved, and the City Manager and Clerk of the Council are authorized to execute it on behalf of the City. The Clerk of the City is hereby authorized and directed to cause this Development Agreement to be recorded with the County Recorder's Office. SECTION 3 This ordinance shall not be effective unless and until Resolution No. 2004-021, and Ordinance No. NS-2649 becomes effective. If said ordinance or resolution are for any reason held to be invalid or unconstitutional by the decision of any Ordinance No. NS-2656 Page 1 of 45 - court of competent jurisdiction, or otherwise do not go into effect for any reason, then this ordinance shall be null and void and have no further force and effect. '~- SECTION 4: If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that anyone or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ,. ADOPTED this ~ day of August, 2004 cß~~ el A. Pulido Mayor ~/5q&~ APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney .'------'" ef' amin Kaufman ti~~ f Assistant City Attorney AYES: Councilmembers Alvarp.7, Rist, Garda, Solorio (4) NOES: ABSTAIN: Councilmembers Council members NOT PRESENT: Councilmembers Christy, Franklin, Pulido (3) -,. Ordinance No. NS-2656 Page 2 of 45 . . . CERTIFICATE OF ATTESTATION AND ORIGINALITY I, PATRICIA E. HEALY, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-2656 to be the original ordinance adopted by the City Council of the City of Santa Ana on August 2, 2004, and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: 7~ &'Y' Clerk of the Council City of Santa Ana Ordinance No. NS-2656 Page 3 of 45 - RECORDING REQUBSTBD BY AND WHIN' RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic center Plaza, M-30 P.O. Box 1988 Santa Ana, California 92702 FREB RECORDING GOVERNMENT CODE S 6103 DBVELOPMENT AGRBBMENT ~.'" by and between > nœ CITY OF SANTA ANA II1d ONE BR.OADWAY PLAZA, LLC, 1200 N. MAIN, LLC, and 84S BROADWAY, u.c Dated: July 19, 2004 Ordinance No. NS-2656 Page 4 of 45 . DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA uel ONE BROADWAY PLAZA. LLC. 1280 N. MAIN, u.c, and 845 BROADWAY, LLC This DBVBLOPMBNT AGREEMENT ("Agreement'') is entered into between THE CITY OF SANTA ANA, a charter city and municipal corporation duly authorized under the Coustitutìon and laws of the State of CaJifomia ("CitY') on the one hand. andONB BRQADW A Y PLAZA, LLC, 1200 N. MAIN u.c, ànd 84S BROADWAY LLC, each ofwhicb is a California Limited Liability Company (collectively referred to herein as ~~ or "Property OYmer"), on the other hand. 1. RECITALS. The Agreement is entered into with reference to tbe following facts: . 1.1 Agreemeat. Tbepurpoae oftbis agreement was to 1àcilitato the development of the 37 story, 518,000 8q\18æ foot. Class A ofticebuilding and usociatedparking structure and ancillary commercial development contcmp1ated by the City's Specific Design Zoning Designation SD-7S, Bnvironmeøta1Impact Report No. 99-01, General Plan Amoodment No. 2004--01 and Zoning Ordinance Amendment No. 2004-02 (the "Pre-Bxisting Approval Entitlements"). 1.2 Code AathorizatioD. City is authorized pumant to Government Code Sections 65864 through 65869.5 to enter into Dcwe10pment Agreements with persons having lega1 or equitable interests in real property for the purpose of establis1ûng certainty for both City and Owner in the development process. City e.ntm into the Agreement pursuant to the provisions of the Government. Code and applicable City policies. The parties acknowledge: (1) This Agreement is intended to assure adequate public facilities at the time of development. (2) This Agreement is intended to ~ development in accordance with City's Geoera1P18ny applicable SpecifiçPlans and Specific Development District No. 75. (3) This Agreement will permit achievement of goals and objectives as retleded in the City's General Plan, all applicable SpcçìficPlans and Specific Development District No. 7S. (4) Owner is required by existing City regulations to provide mitigation for certain impacts and pay certain regulatoty fees as conditions of approvals through the regulatory process. . (ff (É5) Ordinance No. NS-2656 Page 5 of 45 .-- (5) This Ag1æment win allow City to rea1izc extraordinary and sipificant public inûastructuro f'acilitie8 and other ~ bmefits m addition to those avai1Ib1e through the exisâng reguJatoryprocell. (6) Many ofb cxtraontiDaIy and~rUlcant benoñts identified as consideration to City for entering into tbi. Apemerat Ire ofœJÌona1 signifiœncc, relate to existing deficiencies iupublîc facilities. requUe Owner to contribute a greater percentage of beDdits than would othawise be requited. audiOI' pay such ~ 8008«, aI1d represent benefits wbich would not ~ be requìred as part of tile devoIopmcnt process. 1.2 Oner. Owner f6pi'" and wmmts that it has a.1ep1 or equitable interest in tho teal property located in City oCSanta ADa. Ca1it'onûa.lep1Iy described on Exhibit A attached bcmo and incorpomted h«ein, and graphically delcnöed on Bxht'bit B attached hereto and incorpotated heœin (hereinafter the"Ptoperty"). The Property is approx.imat<:1y 4.339 acres in size and is çum:nt1y oecup~cd by commorciaI and residential development. 1.3 IIttmtt ofOfter. Own« henby œprcaartB that it bas an equitable and Jega1 interest in the Property. Owner fUrther henbyrepresents that it has approved this Agreement and is authorized to enter into this Agreement. 1.4 PI..- eo",,'_o. .. Coudl HearI8l1. On June 14,2004, the PJanning Omuniasion of the City ("Planning Commissionj, aft« giving notice pursuant to OoVet'1UJ1«lt Code Sections 65090 and 65091, held a puhJic hearin¡ to consider the Ownere application Cor this .Agreement. The Planning Commissiœ JO»f,\I~ed 10 the City Council of City that it execute this Agreemenl On July 6, 2004, the City Council oíthe City of Santa Ana ~'). after providin¡ notice as required by law, held a public hearin¡ to consider the Owner', application for this Agreement. I.S CooeD IIDcllDp. The Comcîl finds that this Asreement is consistent with the Gatcnl Plan, applicable Specitic Plan(s) aswe11 as aU other applicable ordmA~ PlaDs. potidesmd rcgu1a.tions of the City. .--- 1.6 CIty 0nIfJauee. On 1uly 19,2004, the Council adopted Ordinance No. approving this Agreement. The ordinance and this Agreement becomes eftèctive thirty (30) days thereafter. 2. DEFINITIONS. In the ~ wUoss the contoxt otherwise requires: 2.0.S"J'oree Majeure" ebal1 mean delays ofperfonnance by eitberparty hereunder duo to war; insurrection; strilœs; 1oc1couts; labor disputes; riots; 1l00ds; earthquakes; . firca; serious rain orinc1ement weather; casualties; acts of God; acts of the public enemy; epidemies; quarantine ICStrictionsi úeight cmbar¡oes; lack oftraDSpOrtation; acts of the other party; adS or failurcto act of the City or any other public or govemmeataJ agency or entity (other tban acta or failure. to act oftbe City shaD not excuse performance by the City); litigation or arbitntion; referendum; or any other cause beyond the control, or without the fault orthe party claiming an extension of time to perform; provided that notice by the party claiming such ~~ ----' Ordinance No. NS-2656 Page 6 of 45 . . . exteDsiOD is semto tho other party within thirty (30) days olthe commcmœment of the cause or e'YeÐt resulting in such delays. 2.1 "01&1. MltipUft Measura" means all those mitigation ~ not on thcProperty appHod to tho Project as either mitigation measures or conditions of approval, and whid1 are set forth in gRater detail in pata¡nIph 5.1.1 beJow~ and Exhibit C to this Agreement. . 2.2 "Property Oua-" or "0....... means One Broadway Plaza, LLC, a California Limited Liability Company, 1200 N. Main LLC, a California Limited Liability Company, a11d 84S Broadway u.c, a California Limited Liability Company, being the person, persons, or entity collectively having a legal or equitable interest in the Property. 2.3 "Property" is the real property dcscribed in Exhibit A andretmed to in Exhibit B, bouÐ&.Id by Broadway on the west, WI$bi11gton Avenue on the north, Syœmore Avenue on the east and Tenth Street on the south. 2.4 "Project" is tbedevelopmemofa37 story, 518,000 square foot. CtassA office building and associated parking struçture and ancillary commercial development on the Property as generally set forth in Specific Design Zoning Designation SD-1S,Bnvironmental . Impact Report No. 99-01, General Plan Amendment No. 2004-01 and Zoning Ordinance Amendment No. 2Q04..02. The parties to this Agreement acknowledge and a¡ree that to the extent set forth on tho attached Exhibit D tùJ:lJœ disctetionary approvals are required for the deve1opmcmt. of the Project on the Property, that tbis Agreement does not apply or in any way constrain the Qty's c:l.iscccûon as to such1Uture discretionary approvals, and that such approvals if granted shall at that time be incorporated into the definition of the word "Project" as osed herein. 3. EXHIBITS. The foI1owinS documents refen:td to in the Agreement are attached to 1his Agreement, iDcorporated herein by this æference as though 1b11y set forth, and are identified as follows: Exhibit ~iB1u.tinft ~t1nft Referred to in ~nn A Property Legal Description Property Graphical Doscription (Site Plan) 1.2 B 1.2 5.1.1 C D RemAi""'g Oifsite Mìtiþûon Measures llemaini11gDiscrctiœary Approváis S.l B Scarlf.ving Area S.9(3) c: Ordinance No. NS-2656 Page 7 of 45 4. GENERAL PROVISIONS. 4.1 Property S1IbJeet to die Åp'eemeat. Until released pumwtt to the provisions of Section 83 below, no property sbaIl be released from this A¡reement until Property Owner bas mDy performed its obliptioas arising out ortbe A¡reement. 4.2 Durado. 9' Acreemeøt The tam of this Agreement shall for seven years; provi~ however tbatthe Owøor may request one two-year en=osiOtl Û'Om the Executive Director of the P1amùng and BuiIdiDI Â.fI!IMY. whichroquest shall not be unreasonably denied. Noðùng herein shall be deemed to apply, however, to faturediscretionary acts re1atod to the Project, as set fOlth in ExhibitD, which Owner hu not obtained as oftbe effective date oflbis Agrcement.or changes in the Project proposed by Owner during the term oftbis Agreement incooaisCent with die Prc-ExiIting Approval Bntitlements. 4.2.1 TotH1I8 ofAgreemeBt Burial Foree Majeure Evat. Perfotmaøce by Owner or the City shaU not be deemed to be in default, and pedbuuancc and the œrm. of the Development A¡reemeDt shall be toned. where delays or deØu1ts are due to existenœ of a Foree Majeure. Any such tolling shall_tend only for the duration of the cause of the delay. Bach party claiming a Force Majeure shall. wi11ùn thirty (30) ofctiscovery of a claimed Force MaPue, , notify the other party in writing of the Porœ Majeure and its claimed duration. 4.3 AØpmft!llt. Owner shall have the right to transfer or assipthe Property, in whole or in part, to any person, entity (public or private), partDaShip, joint VCIItute, linn or cotparlÛOn at any time during the term of this Agreement; provìded,. however, tho rights of Owner under this A¡reemcnt may not be tønsfmed or aui¡ned un10u tho written consoat oCtile Council is first obtained and any ttansfer or assignment of the rights under this Agreement shalt inc1udein writing the assumption of the duties, obligations, and liabilities arising ftom this Agreement if the City grants written consent to transfer the rights. Nor sba1l the tights of the Owner hereunder be subj~t to ~cmt by attachment, execution, or proceedings under any provi$ion of the Ban1aup1cy Act, and any such assignment or transfer shall be who11y void and of no foœe and effect unless such written consent thereto be obtained ftom the Council. Such transfer Or assignment sball not rolieveOwn~ of any duty, obligation or liability to City without the consent of the City. Owner may assip it rights, duties and obligations under this Agreement to an entity controlled fifty..one percent (S 1 %) by Michael F. Harrah without the City's approv~, but only upon written notice to the City. , During the tenn oftbis A¡recment, any approved assignee or transferee orthe rights under this Agreement shall observe and perfonn all orthe duties and obligations of Owner contained in this A¡reement as such duties and obligations pertain to thcportion of the Property transferred or assigned. A:t1y and aU approved successors and assignees of Owner shall have an of the same ri~benefits. duties, obligations, and tiabilities of Owner under this Agreement. If the Property is subdivided, any subdivided parcel maybe sold, mortgaged, bypothecate<4 assigned. or transferred to, persons for development by them in accorc:iançe with the provisions of this Agreement. Upon assignment. or transfer of the rights of Owner under this Agreement, the obligations of Owner and the transferee or assignee shall be joint and several. Ordinance No. NS-2656 Page 8 of 45 "'-".,,; : . 4.4 Ameladmeut or CaDeelatioo .fA&reemeat 'Ibis Aøreemcnt maybe amcDIedfi'omtime to time or cance11cd only by the mutual consent oflle parties, but only in the same m8IU1er as its adoption by an ordinance as set forth in Government Code Section 65868. The term "Asr=ment" or "Development Asr=ment" as used hemin s1W1 include any amencimtmt property approvcdand executed. > 4.5 Ebl'oreemeøt. Notwithstanding Government Code Section 65865.4. this Agreement is enforceable by any party to the Agreement in anymaœer provided by law. The remedies provided in Section 7.4 of this AgreenHmt ¡baD not incIucIo.and City sha1l not be liable for, any action in ~.p$, oxcept lor damages solely caused by its wi1Uù1 or intentional con<1uct, or any costs or attomey's fees resulting from any dispute, controversy, action or inaction. or any legal proceeding arising out oftbis Asr=ment, except whero suçh COlts and fees are incurred solðly caused by the City's wmtùl or intentional conduct. . 4.6 Bold HanDless. Property Owner agrees to and sbaI1 hold City, ìts officers, agents and employees harmless from liability: (1) for d8ma~just compeusation, restitution. judicial or equitable retiel arising out of claims for p«S01181 ÎnjUl)', including health, and claims for property dAm... which mayaJ'Î$e ftom the direct or i:ndirect operations otthe Property Owner or their contractoD, subcon1Dctor8, agents, emplo~ or other potSOns acting on their behalf which relates to the Project; and (2) ftom any claim that damages, just compeœation. restitution. judicial or equitable nslief is due by reason of the terms of or effects arising ftom this Agreement. Tht fo~ma shall exclude claims based on thcCity's own negHgence or intentioDal conduct. Property Owner agrees to pay all costs for the defense of the City and its officers, agents and employees regarding any action for damages,just compensation. restitution. judicial or equitable relief caused or alleged to have been caused by reason of .Property Owner's actions in connection with the Project, any claims arising out of this Agreement, or any approval or certification by the City relating to the Project (but excluding any third party COSts, incurred by the City, including fees and costs for outside counsel and consu1tants). This hold barmIess agreement applies to all claims for damages, just compensation, resûtution, judicial or equitableœlief suffered, or alleged to have been suffered, by reason of the events referred to in this paragrapb or due by reason of the terms of, or effects. arisin¡ftomthis Agreement or any approval or certification bytbe City relating to the Project, regardless of whether or not the City prepared, supplied or approved this Agreement, plans or specifications, or both, for the Projcct.TheProperty Owner further agrees to indemnify, hold harmless. and pay all coats for Ile defense of the City, excluding fees andCOBts for special counsel to be selected by the City or other outâde counsel or oonsultanta, if any, .regardin¡ any action by a third party challenging the validity of this Agreement or any approval or certification by the City reJating to the Project, or asserting that damages, just compensation, restitution, judicial or equitable reliel is due topersona1 or property rights by reason .of thetemts of; or eff'ects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 4.7 BladJal Effect 01 Ap'eemeat. To the extent not otherwise provided in Section 4.3 of this Agreement, the burdens oftbe Agreement bind. and the benefits of the Agreement inure, to the parties' successors in interest. -~ @ . Ordinance No. NS-2656 Page 9 of 45 -- 4.8 RtJadoDsldp orlle...... The ccmtmctuaI relationship betwee:t1 City BDd Own« 8lÏ8ÎDI out oftheAsreemeat is oœ ofiDdepeDdeDt cordrIctor IDd not agency. 'IbÎI Agreanentdocs DOt create any thUd party beGeficill)' ripø. 4.9 Notices. Any notice, tender, demaod, delivay. or other communication p1U108Dt to this Asreemeat shaD be inwritiDg and shall 1>0 doomed to be popedy given if delivered in penon or mailed by first class tit certified man. posta¡e prepaid. or sent by tele:iaJimiJo or otha'te1opplûc comDmDica1ion in the IDII1DfI: p:ovided in tbis Soctima, to the foJlowina persona; Jfto City. to: Executive Director, PIaImin¡ and Building Ageœy City of Santa Ana 20 Civic Cenœr Plaza M..20 P.O. Box 1988 Sama ADa. Cali1bmia 92102 ~¡Ie (714) 661..1461 and, City Attomey City of Santa Ana 20 Civic Cemer PlazaM-29 P.O. Box 1988 Santa Ana, Califomia 92702 tc1efacsimile (714) 647-6515 If to Owner, to: One BroadwayP1øa, LLC 1200 N. Main u.c 84S Broadway u.c 1200 North Main Street, Suite 900 Santa ADa, Califomia 92701 attn: Michael Harrah felcfacsp,Je (714) 543-9972 ..,_..,;-' Aparty may cbanae its addmss by giving notice in writing to the other party. 'lbmeafta.; my notice,tØer, demand, delivery, or other communication thaß be addressed and transmiuecl to the new address. If seat by man, any notiœ, teÐdcr, ~.~ð, delivery, or other comnnmîcatìon shall be effective or deemed to have been siven three (3) dáys aftœ- it bas been deposiœd in the United States mail, duly registered or certiñeKt with postage prepaid, and addressed as set forth above. If sent by telofatsimile, any notice,tender, demand, delivery, or other communication shall be etrective or deemed to have been given twenty.four (24) hours after tho time set forth on the tna~ission report issued by the transmiuing facsimile machine. addressed as set forth above. For purposes of caku1atingthcse time ñ'ames, weekends. fcdcra1. state, County, or city holidays shaIJ be excluded. @!jfit ~. Ordinance No. NS-2656 Page 10 of 45 . s. DEVELOPMENT OFTIIlt PROPERTY. 5.1 Existinl Rules, Replatieas aad Polides.The roles. regulations and official policies governing the permitted U$C(s) of the Property.withrcspect to and only with respect to tbe pcrmittcdusc(s) density, height, size of structures and intensity of use of the Property. shall be the PrHxisting Approved Entitlements and al1 those rules. regulations, and policies app1icablc to the Property as of the effective date of this Agreement; provided., however. that nothing in this Agreement shall be deemed to apply to future discretionary approvals pursuant to the California Street Vacation Act, and other items to be reviewed and approved, approved with conditions, or denied., by the Planning Commission pursuant to the terms of the Pre-Existing Approval Entitlemcms as set forth in Exhibit D to this Agreement. and that this Agreement docs not apply or in any way constrain the Cityts discretion as to such fùtW't discretionary approvals. . 5.1.1 Offsite MltigatioD Measures. The offsite mitigation measures which mustbc constroctcd by Owner or City areas set forth in Exhibit C to this Agreement The design of all otrsite mitigation measut't$ consùuåed by Owner sball be subjoctto approval by tbe City's Public Works Agcncyprior to issuance of an encroad1mcnt permit. The Public Works Agency shall provide to the Owner an update to the 2004 estimate of the costs such offsite mitigations measures contained in said Bxbibit Cprior to issuance of final map and building permit .Owner shall have one year &om the effective date of this Agreemetttpursuant to scctìon 1.6. above, to acquire the real property referenced in paragraph S.a. and 8 of Exhibit C and U'ansfer title to the City, except as to the roundabout, for whic:b Owner sbalI &eCUre and transfer to City an easement (or other right to consttuct. mainwn and use the property as a roundabout). City shall accept transfer of this title and easement. Owner shan dcpositan amount equal to the estimate in cash for such offsite mitigation measures (including traffic studies) at thetîme ca11ed for in paragraphs 5..., 8 and 9 of Exhibit C. For all other items specified in Exhibit C, security in the form of bonds (i.e., a payment. a performance and a material bond) or other proof of ability to petfonn acceptable to the City's Executive D.irector of Public Works Agency shall be provided, together with an oft'site subdivision improvement agreement, prior to recordation of final map. For those otmtc mitigation measures identified in paragrapb$l-4, S.b.M8 and 10 which have not been acœptcd by the City as complete prior to issuance of a building pemút, no building permit shall issue until Owner deposits with the City cash; a direct draw. irrevocable letter of credit; or estab1ishes an irrevocable, escrowed cash account in a fonn reasonably acceptable to the City Attorney of City, in an amount specified by the City's Public Works Agency to guarantee perfonnance of said offsitc mitigation measures; provided, however, that City Executive Director of Public Works Agency sha11 release or partially release the bonds previously provided at tis point to the extent that they are duplicative of this new security. Any deposit shall be applied to suchc:osts and sball be, within thirty (30) days written request to Owncr:, supplemented to cover the actual costs incurred. Except as to paragrapb9 ofBxhibit C, City shall return any funds not spent on the offsite mitigation measures referenced in Exhibit C tooWDer within thirty (30) days~ subject to City accounting practices, after completion of all itemsrefere.oced in Bxhibit C and issuance of a Certificate ot Occupancy tor the Project. . @f Ordinance No. NS-2656 Page 11 of 45 5.2 EnI... fromBDItIq R.IIIeI. ........ ud PoI1des. Pursuant to Government Code Section 65&66. City retains the right to enact police power .replatiOlll in anon-discrimiDat JD8IIJICI' on the followiD¡ mattcø not covered by section 5.1 ottbis A¡reement "-"'" a. Municipal laws ad æplationswbich do DOt interí= with Owner's vested rights to develop and use tho PJoperty in acxudanco with section S.1 ortis A¡roement Owner and its successozs 8Dd fIIIÍSD8 and IIJpcnons and cutities in occupadon of any portion of'the Property shaU complywith such ~ Jaws aDd npJations as may tom time to time be enacted or amended hereafter. Spocifioa1ly,but without ~ on1he be¡oin& such non-œnt1ictina laws am regulations include the fi)J)owing: (I) Taxes, asscum~fees and charges, except asotberwisc tpeclJioaUy provided in tbiJ DevelopmaJtAgrcemcnt; (2) Bui1din& e1ecùica1, me(;1-umical. file and similar cødes based upon unífonn codes incoIpcnted by reCereoce iDto the Santa .Ana Munidpal Code (including ~ to such codes); (3) Law&. inc1udin& mnins. œdepmviaiœs. which resuJate. the manner in whid1 business activities may be çœdtøeð or which prohibù any padicu1er type of busiø:løs açûvity on a œ,.wide baaûs; ad (4) ProceduIIJ rules of øœera1 City-wida apptiçaÛon. 5.3 DesIp aad COIIItnIdlu StaDdanIs ..d SpedIicatIoIII. The dœip and construction standards and specificatiou for an Project œnst.ructioushaD be subject to applicable deti,gn standards and guidelines in e1feet at the time that anydeve10pmcut approval shall besought for tho Project or any unit or stI'uctuæ contained within the Project. 5.4 Reserved.. s.s Future Discretioa&ry Approvall. This A¡rcement shaD not prevent the City, when consideriD& requests for diøeôonary approvals not covered by Section 5.1 of this Agreement subsequent to the effective date of this ~, from applying new rules, æplaticms. and ,oHmes which are applicable to the Property. nor Jhalt this Agreement prevent the City Û'Om denying or conditiona1Iy approving any subsequent applications for land use entitlements based on such existing or new rules, roautations. aøJJor policies; provided however. that such new rules, reguJations, and official policies are of øœera1 application to all development within the City and are not imposed solely with respect to tho subject property. In addition, this Agreeøumt shall not prevent tbe City fi-om exmcisin¡ its poliœ power to protect 1bc health. safety, and welfare of the public. This police power, exercised in accordanccwitb Section 5.2 of this Agreement, is paramount to any rights or obligations çreated or existing between the parties. However, except as provided in section 5.1 t above. the City acknowledges @~ Ordinance No. NS-2656 Page 12 of 45 . that itsball not apply to th6 Project any subsequently adopted ordinqœ. regulation or po1içy Chat would adversely affect tho design or reduce the size. of the project, or the timin¡ or sequt8Chtg of construction of the Project (including without limitation. through allocation of square footage or floor area allocation of water and sewer permits, school and traflie capacities and modificaticms of floor area rations to open space or other public improvements. and revisions to historical dMig,utf;ons). . 5.6 ProcculDa 'ca. All fees and charges intended to cover City costs associated with processing development of the Property. including but not Jimited to fees and charges for applicationBtprocessing. inspections, pIan review. plan processing, and/or environmental rcview~ which are existing or may be revised or adopted during tho term of this A¡reemea1t shan apply to 1110 dovelopmentofthe Property. No newly adopted fee or charge impo&ed solely on commercial buildings exceeding ten (10) stories in heiaht or one hundred thousand (100,000) square feet size shall apply to devcMopment of the Property, unless said fee or charge is mandated by federal or Statclaw. 5.7 Ameødmeats or Additions to Citywide Fee Proarams. This Agreement shall not preclude the inclusion of and changes to fee programs, taxes whether special or ~ or assessments (hereafter collectively referred to as "fees' adopted by the City after the çffeçûve date of this Agreement, which shall be applicable to the Project or the Property provided tMt. they (1) are standard fees applicable to all development in the City (although actual fee rates may vary within the City where bona fide Citywide fee zonesbave been established)" (2) are not applicable primarily or only to this Project, or (3) are DOt imposed to duplicate any project design features conditions of approval. Agreements. or mitiption measures already contained in Enviromnenta11mpact Report No. 99..01 or this Agreement. 5.8 Co»dido. Preœc1eat to Issu.aee Of Auy BaiIcIiog Permit. The Owner shall not be issued any building p«mit, or rough grading pemùt permitting grading exceeding tWelve inches (12j in depth (except as provided in section 5.9(3), below), for the Project until it provides evidence that the Owner has obtained binding commitments for 1easc of not less than 50% of tho net leasable area in tho Project ftom tenants who would qualify as "Investment Grade Tenants" (BBB- or greater) as rated by either Standard It Poor's or MoodYs rating agencies. Non-rated pub1ic1y held, or private companies with a rating ofBB Of BB+ may meet tbis requirement by providing a "Shadow Rating" iÌ'om either ø¡ency depicting a minimum of a neutral credit outlook. Law firms shall provide evidence of a rating oe"A V»Û"Om Martindal~ Hubbell or equivalent rating agency. Binding commitments to lease shall be in a fonnand content normally accepted by convenlionallending institutions and subject to the review and approval of the Citÿs Executive Director of Planning and Building, which approval sban not be unreasonably withheld. Owner shan have the right to commence demolition of existing non- historic buildinþ, and removal and relocation of historic buildings and rough grading (only to the twelve inch (12") depth permitted by the ñrst sentence of this seçtion) prior to the review and approval oftbe City pursuant to this section. 5.8.1.Paymeut Of'Prevalltn¡ Wage. Forthc provision of the payment of "Prevailing" and/or «Area Standard. Wages" as appropri~ the Owner shall submit evidence that it has entered into a labor agreement with the Lœ AnseJes and Orange Counties Building and . ~p Ordinance No. NS-2656 Page 13 of 45 Coøatruction TradesCounci1. Said a¡RJOmeDt shaJ1 also include proviaions that CIDCOUIIp the referral and utiJizatiou. to the extent pennitted by law, of qualified resideuts as jo~ IplMtuticcs and trainees. An executed copy of the apeemmt shall be øbmitted to tho City pdor to the issuance ofbuildina peanita. 5..8.2. No Redeve10pmeat SrabIIdy. The Owner shaD not be entitled to request or aoeept any agreement with tie Santa Au Community Redevð1opmentAt/t1Dl:Y for economic. debt service paymeøts. or other assistaøce for the development ofthc Ptoject. Failure to comply with this provision shaJ1 be docmed maud ofitaeJfto CODJdtute a failuø to in good faith comply with 1mms or conditions of this A¡n:cmeat pur$U8It to the tenDs ofGovemmcat Code section 65865.1. 5.8..3 MØtmum Colt of CoaltnlctiOJa. The core construction COlts for the oflico buficting shaD. DOt be 1- than the RS ~ "Medium" square f'ootap ~aœ. including the insta11ation cost of allmechanical8Dd electrical eqWpmerat for a Class  bish riM oØice buiJding. 5.8.4. OCBSADrop-Oft'SIte. Tho chop offlpickup aœa f'orthe Oœnge County High School for the Arts \'OCHSA j shall be approved by the CityBngineor and be implemented by the Qwnt;r at its sole tØIt and expense before any demolition or constmction is initiated (or the Project. 5.8.5. U.- JaIIitorlal Senice. Prior to receivin¡ a Certüicate of Occupancy. the 0\Yn« sbaD demonstrate to tho City's Bxecutive Director ofP1annin, and Building evidenœ Chat it bas entered into an apccment with a uDionjaaitoriat service compaI1y tor tho provision of janitorial and maintenance services. 5.9 Historic StntetIareI oa Øae Property. (1) The Owner shaD be responsible for the øhabilitation of the historic structure locatod at 1109 North Broadway (Koenig House) per City Ðt'dA!ds. (2) At the sole expense of tho Owner the histotie structure located at 1015 North Broadway (Twist-Basler House) shaD be relocated to CabriDo Park, set upon a new fòundadon, and supplied with an necessary utili1i-.The structure shall 'be rehabilitated to City standards by ()vmer at ita sole cost which shall, however, be aD offset ftom the AJtB and Culture Fees paid by Owner £or the ProjecL (3) After complying with tho n1ocation obligations of subsections 5.9(1), if~'ry, and 5.9(2), Owner may, notwithstanding tbepmvisions of section 5.8 above. scarifytbe soil in the Scarifying Area (shown on Bxhibit B to this Agœemcnt) to a depth of three feet (3.0') and driVð piles in tho area shown on Bxbibit B to support the eventual 37..story o1lice tow«. The scarifying and pile drivin¡ shall be done at a time and 1)1~ as set forth in plans submitted by Owner and approved by the Executive Director of the PublicWOIb Apncy, and only after written notice of the commencement date and estimated duration of the pilc drlvinghas been given by Ovvncr to the Santa Ana Uni1iedScbool District, Oœnge County High School of thc Arts, and BI Sol Academy. The scarified .m:a ahâØ be refined after the pile drivin¡ is complete to its original grade as shown in the approved piau and, if a building permit has not been issued and construction of the Project has notcommcnced within ninety (90) days @t Ordinance No. NS-2656 Page 14 of 45 . . . tbaeaftc:.f, landscaped, inipted and fenced in aeeordance with plaDs submitted by Owner and approved by the Executive Ditœtor of the P1anning and Building Agœcy. 5.10 Moratoria. Moratoria 1)J(,œd by the City for the public health, safety, and welfare, to the extent pennitted by scctioÐ 5.5., above, which arc imposed on the Property or Project, sba1l ton the time periods set forth in this Agreem.enl City shall not apply to the Property or Project any moratoria which is adopted and which, eithec facially or as-applied. has no application exèept to (or primarily to) the Property or Project. 5.11 Cty to Receive Contract Doeumeots. Owner shaU furnish City, upon written request, copies of contracts and supporting c.toctunonts relatin. to the Projeçt. 5.13 Conditions 01 Discredoøary Appro".. The requirements imposed as conditions of any discretionary approval received through 1he City's existing regulatory process shall be govemedby 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 Apcement. 5.14 Compllaaee WIth GoverameJltal Requiremeats. Owner shall cany out the design, coostructio.Q, and operatîon of the Project in substantial conformity with aD applicable.. laws. ordinances, statutes, codes, mles. regulations, orders, and decrees of the United States, -the State ofCaJifomia. the County of Orange, and of any otb.erpolitical subdivision, agency, or inatrum«1tality excrcisina jurisdiction over the City, the Owner or the Property,includingall applicable federal and staœoooupation, safety and health laws, mea, regulations and standards, applicable state and labor ~ appHcableprevailing waae requirements, and alJ applicable disabled and handicapped access requjtemenfS, inclw1in& witboUtthe limitation, the Americans With Disability Act. 42 U.S.C. § 12101 etseq., Oovemment Code § 4450 et seq., and the Unruh Civil Rights Act, Civil Code § 51 et Sell. ("Governmental Requirements.,. 6. ANNUAL REVIEW. 6.1 CIty aad OwaerRespoaslblDties. Ci1y sbalJ, at least every twelve (12) months during tho term orthis Agreement, œview the extent of good faith substantial complimce by Owner with the terms oftbis Agreement. Putsnantto Govomment Code Section 65865.1, as ammded, Owner shall have the duty to demonstrate by substantial evidence ìts good faith compliance with the terms oCtile Agreement at the periodic review. 6.2R.eview Letter. If Owner is found to be in compliance with the Agreement after annual review, City sball, upon written request by Owner, issue a Review Letter to Owner (the "Letter") stating that based upon infoanation known or mado known to the City Council, tho City Planning Commission and/or the City Planning Director, the Agreement remains in ctrect and Owner is not in default. Owner may record the Letter in tho Official R.ecotds of the County of Orange. ~ Ordinance No. NS-2656 Page 15 of 45 6.3 Fdue oIPeriodk RevIew. City's failure to nwiew at least annually Owners CODIþIianco with the tams 8Dd conditiona ofthiJ A&reemeat sba11ftOt coøstitnte or be auerted by any party 18 a breach of tho A&reemeat by Owner or City. <'-"""'. 7. DEFAULT. 7.1 Evats or Default. Property Owna- is in deta.uJt under thia Agreement upontbc happenùIg of one or more of the fo11owina events or conditions: (1) If a warranty, leprœœ.tation, or statement made or tùm.ished by Property Owner to the City is false or proves to have been false in lilY material respect when it was made; (2) A findina and deto.tmiœtion made by the City followin¡ aperiodic review under the procedure provided for in Govemmeat Code Section 65865.1 that upon the basis of substamia1 evidence the Property Owner has not complied in good faith with one or more of the tenns or conditions of this Agrccmcnt; (3) Pailure to comply in pod faith with Govemmeota1 Req1lÎ1'el11Cmts; (4) Any other event, condition. act, or omission which materially interferes with tho in1eDt and objectives of this .Aareement 7.2 Procedue 1IpoII Dela1llt. (1) Upon the œcu.rrence of default, City sbaU ¡ivc PJo,my Owner (the "'defauJting partY, ninety (90) days written notice spocifyina the nature of the allo¡ed default and, when appropriate, the manner in which saìd default may be satisfactorily cured. After proper notice and expinWon of said ninety (90) day cure period without cure, City may terminato or amend this Agreement in accordance with the procedure adopted by the City as to aU detàults that may be cured within said ninety (90) day cure period. For dcfiw1ts that cannot be cured within said ninety (90) day cure period. City may Ml'minAte or amend this Agreement in acccmIance with the proœcIure adopted by the City should at any time following said ninety (90) day period Owner fail to diligently proceed in curing the default. Failure or de1ay in gMn¡ noticc of default shall not constitute a waiver of any default. nor shall it chanse tho time of default. (2) City does not waive any claim of defect m perfonnance by Property Owner. if on periodic review the City does not propose to modify or terminate this AgreemenL (3) Non-perfonnan.ce shall not be excused because of a failure of a third penon. <@t -' Ordinance No. NS-2656 Page 16 of 45 . (4) An expressropudiati~ refusal, or renunciation "fthe conttact, if the same is in writing and signed by the Property Owner, shall" aufficient to terminate this Asrccmcnt and. hearing on the matter shall not be required. (5) Adoption of a law or other governmental activity making performance bytbc Owner UJ1P1"Oñtable or more düñcu1t or more expensive does nottXœ.sc the performance of the obliption by the Property Owner. (6) All other ranedies at .law or in equity which are not inconsistent with the provisions of this Agreement are available to the parties topnrsue in the event there is a breach. 1.3 Ðamal- upon TemûDatiøa.In no event shaI1 Property Owner be entitled to any damages against City upon termination of this A.greemenL 7.4 IDStitutloa of LepI AdlOD. In addition to any other rights or remedi- either party may iDstitute legal action to cure, co~ or remedy any default or breach, to apedfiœ11y eaforce any coveøants or ,A¡reemcmts set forth in tho Agreement, or to enjoin any thœatened or attempted violation of the Agreement; or to obtain any remedies consistent with Cbe pmpose of the A¡reement Legal actions shalt be instituted in the Superior Court of the County of Orange, State ofCaliComia, orin the Federal. District Court in the Central District of Califomia, Southern Division. 8. ENCUMBRANCES AND RELEASES ON PROPERTY. . 8.1 DiseredoD to Ene.mber. This Agreement shall not prevent or limit Owner, in any manner. at Ownet's sole and absolute discretion. from encumbering the Property or any portion of the Property or any improvement on the Property by any mortgage, deed of trust, or other security device securing financing with respect to the Property «its improvement 8.2 EDddemeat toWrittea Notice of Dd'a..ll Themortp¡ee of a mortgage or beu1iciary of a deed of trust encumbering the Property or any part ~f and their successors and 8SSÎps shan, upon written ~uest to City, be entitled to receive .&om City wr.itta1 notifieation of any default by Owner of the perfonnance of Ownets obligations under the Aørcemcnt which has not been cured within the same time period as provided in section 1.2. above, and said mortgagee or beneficiary sbaUhave the right to cure such default within the same time aDd such additional time as may be nœcssary to exerclso it rights as a secured creditor; provided said mortgaøee or beneficiary promptly and diligently exercises such remedies. 8.3 Releases City agrees that upon written request of Property Owner and payment of an fees and pcrÎonnancc of the requiromcots and conditions required of Owner by this Aøroemcnt with respect to tho Propørty, or any portion thereof; City may execute anddeJiver to Owner appropriate relcasc(s)oí further obHgations impored by this Agreement in form and substance acceptable to the Orange County Recorder or as may otherwise be nccessa.ry to effect the release. . ~fì Ordinance No. NS-2656 Page 17 of 45 9. MJSCBI.,J.,ANIOVS PROVISIONS. 9.1 a. or CoBltnlctloa. Tho IÍDgU1Ir includes the plural; the masculine Bender inchidcs the feminine; "sbaU" is JMMAtoty; "may" is pennissive. If there is more than one signer of tis Agreement, their obligations are joint and sewnt. 9.2 Eadre Agreemeat, WIiv«J ucJ Amea""'" This Agnfanent CODStitutes the entire undeøtan.di.ug and Agreement of the parties with respect to the matters set forth in this ~ '1'his Agreamcmt supenodes all negotiation or previous Agreements botweeo tho parties æspectiq this Agreement. All waivers of tho provision of this Agreement must be in writing and signed by the appropriate authorities of City or of Owner. All amendJnen1s to this Agreement must be in writing siped by the appopriate authorities of City and Owner. in a form suitable for øcording in the OtIicial Records ofOnmgeCounty, California. Within ten (10) days fonowin¡ the emœve date ortis Agn:ement, a copy of this Agreement sba1I be recorded in the Official Records of Orange County, Catifor:tùa. Upon the completion of petform8nce of this A¡roetnØ or its mocation or termiftAtion. an appropriate Certificate or Completion acknowledging such occummce signed by the appmpriate... ofOwœr aDd City sbaU be recorded in the Official ReconIs ofOnmge County, CaUfomia. 9.3 Project u . PrIvate VadertaJdol. It is spedficaUy understood by the parties that: (a) the Project is a private development for purposes ofGovemmcnt Code Section 65864 et set}. ; (b) City has no interest in orresponsibilities for or duty to third parties conceming any improvements to the Property or in connection with the Project; and (0) Owner shall have the tùll pow« and excl\ISÌvc control oftbe Property subject to the obligations of Owner set forth in this Agreement ,9.4 IJacorpontioøofB.edtaJs. The Recitals set fonhin Section 1 of1his .A¡Rcmebt are pert oft1ûs Agreement. 9.5 Capdou. The captioœ of this Agreement aro for COI1Ve\DÎenœ and merence only, aDd sbaJ1 not define. expJaint modify, construe, limit, 8DlpJify, or aid in the inte.rpletation COIIStrØCtion. or meanins of any of the provisions of this Agreement. 9.6 Consent Wheœ the consent or approval of a party is required in or necessary underfhis Agreement. thec:onsent or approval sbaJl not be œreasonably withhold. 9.7 COVellot of CooperatioIa. The parties shaD. cooperate with. deal with each other in good faith, and assist each other in the performance of the provisions oftbis Agreement. 9.8 TIme oflaeace. T"uno is of the essence for eacb provision oftbis Agreement of which time is an element. 9.9 CODf1Iets of Law. In the event that state or federa11aws or .regnlatioœ coacted after this Agreement has been entmed into or the action or inaction of any other affected r@~ - - Ordinance No. NS-2656 Page 18 of 45 . . . govemmonta1jurisdiction prevent or preclude compliance with one or more provisions of this Agreement orrequìre changes in plansJ maps, or permits approved by theCity.tbe parties shalt provide the other party with writtcnnotice of such state or federal restriction. provide a copy of such regulation or policy,and a statement of con.t1ict with the provisions ofthù Agreement. The parties shall, within t1rirty (30) days. meet and confer in good faith in a reasonable attempt to modify this Agreement to comply with such federaJ or state law Of regulation. ThereaftetJ regardless of whether the parties reach an Agreement on the effect of such federal or state law or regulation upon the Agreement, the matter shall be scheduled for bearing before the Council. Public notice of such hearing $ball be given ptnWmt to GovemmentCode Section 65854.5. The City Council, at such hearing. shall determine the exact modification or suspension which sbaU be necessitated by such f«ieral or state law or regulation pursuant to Government Code Section 65869.5. At the hearing Owner shall have the right to offer oral and written testimony. 9.10 ReeordiD.. The City Clerk shall cause a copy oftbis Agreement to be recorded with the Office of the County Recorder of Orange County. CaUfomia, within ten (10) days foUowing the effective date of this Agreement. IN WITNESS WH.BR.EOF, this Agreement has been executed by the City of Santa Ana. acting by and 1hrough its Mayor, pumumtto Ordinance No. . authorizing such execution. and by Property Owner. Dated this - day of . 2004. THE CITY OF SANTA ANA By Approvodas to Fonn: By DAVID N. REAM CityManagcr £ Ordinance No. NS-2656 Page 19 of 45 ONE BROADWAY PL~ LLC, By: l2tO N.MAIN, LLC By: .~.. MI . MtmagJta¡ Member 845 BROADWAY LLC By: M1 Managing Member Ordinance No. NS-2656 Page 20 of 45 ~ --' ø - -"" . State ofCalifomia County of OraDge }SS. 7/1;/Q4 DII8 On . before me, RosaS. Bare1a. Notacy Public ........ ,..ørocr.-(..,.. "J- Doe. Newy hbIic") personally appearedMichacl F. Hamh N8I(I) ...,..... I.I~.-. -..- ~.:-..'~.~.~.~.~~.IIS.-....I . ~-My~~;l ,....,s,.¡AIo808 . State of California County of Orange } SS. 71lvlOlf D8te On ~ ~~ :::\:, ~s of satisfactory evidence to be the ~ whose ~ a;>are subscribed to Ihc within inauument and acknowledged to me that Q..¡dø..¡ executed the same in hisIbc.rItbeir authorized capaci~). and that by ~ si~ on the instrument the ~ or the entity upon behalf of which the person(ø) acted. cxocutc:d the instrument. WITNESS my hand and ofliQa1 seat ~¿!~ . before me, Rosa. S. Bare1a.Notarv P~1ic Mlm.." TiØ8ofomcct <..,.,. "JIM Doe. 'Nofay Public"') .. personally appeared Michae1P. Harrah r--uu.-5~i RC:IM8. MRE1A . . .. ~,\I ~n'1303,œ 1.~~~;1 ..... N8r8w&lli.... . ---~ 0 pasonally known to me ø proved to me on the basis of satisfactory evidence to be the penon(a) whose ,.~ ~ subscribed to the within instrumont and acknowledpd to me tbatCii/e1t:l.,) executed the same in (1gìll~o"l~ . authorized capaci~ and that by ~~. sipaturc(e) on the instrument the pa:son(s), or the entity uponbebalf'ofwhich thoperson(ø) acted, _ccutod the instrument. WITNBSS my band and official seat ~~ Ordinance No. NS-2656 Page 21 of 45 State ofCaJifomia County of Orange }ss. On ~ beforeme, Rœa S.:ø.eIa.. NotarvPubHc DUe .... _1'fd8orOftloer (..... ....... ~ NotaIy På1ic") ,_F , penonaIly appeared Michael F. Harah ~.,......, [} pcnoøaUykDown to me 0 proved to me on the basis of saûatìctoty evidence to be the petsOn(t) whose narnoOO fPaœ subscribed to the within iDstrument and acknowledpd to me tbat9~ exeouted . the saac in ~ .authoriztd capacity(iee); andtbat by ~ ~OD the ÎIISr1'umeI1t the pcncm(->' or Cho ontity uponbehaIC of which the pcncm(1} acted, executed theinstrumont. I~....-. -. - ::. ~.~~.1.-.....:."".1.. . ... N.,,_.- - - - ~~~~~I WlTNBSS my hand and ofticia1 seaL C?ni~ ................. State ofCa1ifomia County of Orange On - }ss. . before me, *-..11... olOllolr(,... ---Doe,...., Nt1io") DMo penonaIlyappeared .....¡s~ B pcnoøaUy known to me proved to me on the basis of satisfadory evidence to be the pcncm(1) whoM uame(s) ial8'B sub8cn'bed to the within instnuneotaud acknowledged to me that helsheItbey _ecuœct the same in hisIhwItheir authoJized capacit)'(iO$), and. that by hiIIherItheir sipature(s) 011 the inatrwneøt the pcncm(s). or tho cm1ity uponbobalf of which the person(s) acted, executed the instrument. WlTNBSSmy hand and official seal. .......,....,...... ,.......WMo.c -- Ordinance No. NS-2656 Page 22 of 45 . ORDER NO. 7002103.23 EXHIBIT flA- (LEGAl œsauPTION) PARCEL A: THAT POR110N OF LOT 8 OF WALTON'S AOOmON TO THE TOWN OF SANTA ANA, IN THE aTY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDEO IN BOOK 121 PAGE 98 OF MISCEU.AHEOUS RECORDS} IN THE OFFlŒ OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, CAUFORNIA, DESCRIBED AS FOlLOWS: BEGINNING AT THE INTERSEcnON OF THE EAST UHf OF WEST STREET (NOW KNOWN AS 8ROADWAY),WITH THE SOUTH UNE OF WASHINGTON AVENUE, AS SHOWN ON SAID MAP; THENCE EAST 126.00 FEET AlONG SAID SOUTH UNE TO THE NORTHwesT CORNER OF THE LAND DESCRIBED IN THE DEED FROM A. S. DUNHAM TO ROBERT Me FADDEN; THENŒ SOUTH 90.00 FEET AlONG THE WEST LINE OF SAID LAND; THENCE WEST 126.00 FEET, PARAUa WITH SAID SOUTH UNE OF WASHINGTON AveNU~ TO SAID EAST UNE OF WEST STREET; THENCE NORTH 90.00 FEET AlONG SAID EAST UNE TO THE POINT OF BEGINNING. PARCEL 8: . INTENT10NALL Y OMITTED PARCEL C: INTENTIONALLY OMITIED PARŒL 0: THAT PORTION OF LOT 6 OF WALTON'S ADOmON TO TOWN Of SANTA ANA, IN THE aTY OF SANTA ~A,COUN1Y OF ORANGE, STATE OF CALIfORNIA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 12, PAGE 98 OF MlSŒLLANEOUS RECORDS OF LOS ANGElES COUNTY, CAUFORNIA., DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 14 FEET SOUTH OF THE NORTHWEST CORNER OF SAID LOT 6, AND RUNNING THENCE EAST, PARALLEL WITH THE NORTH UNE Of SAID LOT 6 A DISTANCE OF 164.84, MORE OR LESS, TO THE NORTHWEST CORNER OF THE LAND CONVEYED TO ARNOLD O. WICKLUND AND WIÆ¡ BY DEED RECORDED IN BOOK 883 PAGE 195, OFFICIAl RECORDS; THENCE SOUTH ALONG THE WEST UNE OF SAIO LAND CONVEYED TO WlCJ(I..UND AND WIFE 60 FEET; THENCE WEST, PARALLEL WITH THE NORTH LINE OF SAID LOT 6, 164.84 FEET, MORE OR LESS TO THE WEST UNE OF SAID LOT 6, AND THENCE NORTH ALONG THE WEST UNE OF SAID LOT 6, 60 FEET TO THE POINT OF 8EGINNING. EXCEPT THE WEST 37.1 FEETINCLUOED IN BROADWAY STREET. . g Ordinance No. NS-2656 Page 23 of 45 ORDER NO. 7002103-23 '- PARCEL E: BEGINNING AT A POINT ON THE WEST UHE OF LOT 6 OF WALTON'S ADDmON TO THE TOWN OF SANTA ANA, AS SHOWN ON A MAP THEREOF RECORDED IN 800K 12, PAGe 98 OF MISŒU.ANEOOS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, ,.. FeET SOUTH OF THE NORTHWEST CORNER OF SAIO. LOT 6; FOR PURPOSE OF. TH1S OESCRIPT1ON, THE CENTER UNE OF WEST STREET, AS SHOWN ON SAID MAP IS CONSTRUED TO BE THE WEST UtE Of SAID LOT 6; RUNNING THENCE 159 FeET, MORE OR LESS, TO A POINT 155 fEET WEST OFTHf EAST Wlf OF SAID lOT 6; THENCE SOUTH SO FEET; THENCE WEST 159 FEET; 1HENCE NORTH SO FEET TO THE POINT OF BEG1NNING~ EXŒmNG THEREFROM, THE WEST 37.1 FeET INClUDED IN BROADWAY. PARCEL F: COMMENCING AT A POINT ON THE WEST UNE OF LOT 6 OF WALTOtfS ADOmON 1'0 THE TOWN Of SANTA AHA, IN THe em Of SANTA ÞM, COUNTY OF ORANGe, STATE Of CAlIFORNIA, AS SHOWN ON A MAP RECOROeOIN BOOK 12, PAGE 98 OF Mr5œ I "NeOUS RECOIU)S Of LOS ANGeLES COUNTY, CALIFORNIA, 12... FEET SOUTH OF THE NORTHWEST CORNER Of LOT 6; RUNNING THENCE EAST 162 FEET TO A POINT 152 FEET WEST OF THe EAST UNE OF SAID LOT 6; THENCE SOUTH 56 feET; THENCE WEST 162 FEET; THENCE NORTH 56 ÆETiO THE TRUE POINT OF BeGINNING. E}(ŒPT1NG THEREFROM, THE WEST 31.1 feET INQ.UOED IN BROADWAY. PARCEL G: THAT PORTION OF LOTS 2, 3 AND 6 OF WALTONS ADOmON TO THE TOWN OF SANTA ÞN., IN THE QTy OF SANTA ANA¡ COUNTY Of ORANGE, STATE Of CALIFORNIA, AS SHOWN ON MAP RECOROEO IN BOOK 12. PAGE 98 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLlOWS: '_! eEGlNNING AT THE INTERSeCT10N OF THE NORTH UNE OF TENTH STREET, AS GRANTEO TO THE CITY Of SANTA ANA BY DEED RECORDED IN BOOK 105, PAGE 386, OF DEEDS, RECORDS OF SAID ORANGE COUNTY, CAllFORNIA, WITH THE EAST UNf OF SAID lOT 2, AND .RUNNING iHENŒ N()R'nI ALONG THE EAST UHE OF SAID LOTS 2, 3 AND 6, A DISTANCE OF 386 FeeT 1'0 THE NOfmiEAST CORNER OF THE LAND DESCRIBED IN THE DEED TO BASlER, INC., A CORPORA11ON, RECORœD APRIL 20, 1956, IN BOOK 3481 PAGE 414, OF OFFIaAL RECORDS OF SAID ORANGE COUNTY; THENCe WEST AlONG THE NORlH UNf OF SAID LAND, 152 FEET TO THE EAST UNE Of me LAND DESCRIBED IN THE DEED TO HERMAN H. BASLER AND WIFE, RECORDED JUNE 29, 1948, IN BOOK 1660 PAGE 544, OF OFFICIAL RECORDS OF OAANGE COUNTY; THENCE NORTH ALONG SAID EAST LINE, 9 FEET TO THE NORTHEAST CORNER OF SAID lAND; TH£NŒ WEST ALONG SAID NORTH UHE ANO THE NOR11i UNE OF SAID LAND DESCRIBED IN œeo TO HERMAN .... 8ASt.ER AND WIFE, RECORDeO MAY 20, 1948, IN BOOK 1639 PAGE 310, OF OFRCAL RECORDS OF SAID ORANGE COUNTY, 162 FEET, MORE OR LESS, TO THE WEST UNE OF SAID LOT 6; mENCE SOUTH ALONG THE WEST UNf OF SAID LOTS 6, :3 AND 2, A DISTANCE OF 395 FEET, MORE OR LESS, TO SAID NORTH UNf OF TëNTH STREET; THENCE EAST AlONG THE NORTH LINE OF TENTH STREET, TO THe POINT OF BEGINNING. PARCEL H: BEGINNING AT A POINT 156-1/2 FEET SOUTH AND 162 FEET EAST OF THE NORTHWEST CORNER OF LOT 6 OF WALTON'S ADOmON TO THE TOWN OF SANTA ANA, AS SHOWN ON A MAP RECORDED IN BOOK 12, PAGE 98 Of MISCELLANEOUS ReCORDS, OF LOS ANGELES COUNTY, CAUFORNIA, SAID POINT OF BEGINNING BEING 152 FEET WEST OF THE EAST UHE OF SAID LOT 6; THENCE SOUTH 32- Q 112 FEET; THENCE WEST 152 fEET; THENCE NORTH 32-1/2 FEET TO iHE POINT OF BEGINHING. <d!ff Ordinance No. NS-2656 Page 24 of 45 . ORDER NO. 7002103.23 EXŒPTINGTHEREFROM, THE EAST 30 FEeT INClUDED IN SYCAMORE STREET. PARCEL I: BEGINNING AT A POINT 134 FEET SOU11i AND 162 FEET EAST OF THE NORTHWEST CORNER OF LOT 6 OF WALTON'S AODmON TO 11iE TOWN OF SANTA ANA, AS SHOWN ON A MAP RECORDED IN BOOK 12, PAGE 98 OF MISŒUANEOOS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, SAID POINT BEING 152 FEET WEST OF THE eAST UNf OF SAID LOT 6; THENCE EAST 152 FEET TO THE EAST UNE Of SAID LOT 6; THENCE SOVTH 32-112 FEET; THENCE WEST 152 FEET; THENCENOR'T1i 32-1/2 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM, THE EAST 30 FEET INClUDeD IN SYCAMORE STREET. PARCEL J: THAT PORTION OF'LOT 6 OF WALTON'S ADOmON TO THE TOWN OF SANTA ANA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 12 PAGE 98 OF MISCElLANEOUS RECORD.S,IN THE OFFIce OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, CAUFORNJA. DeSCRIBED AS FOllOWS: COMMENCING AT A POINT ON "THE EAST UNE OF SAID LOT 6 OF WAlTON-S ADDmON, WHICH SAID POINT 15 ;4 FEET SOUTH OF THE NOR11iEAST CORNER OF SAID LOT 6, AND WHICH SAID POINT IS . ALSO THE SOUTHEAST CORNER OF THAT 'TRACT OF lAND CONVEYED TO t..G. 8UTl.!R AND WIFE, BY DEED RECORDED IN BOOK 337, PAGE 208, OF DEEDS; THENCE SOUTH 50 FEET; 1rIENŒ WEST 155 FEET; THENCE NORTH 50 FEET TO THE SOUTH UNE Of THE ASOVe DESCRIBED PARCEl CONVEYED TO BU'T1..ER; THENCE eAST ALONG SAIO SOUTH UNE, lSS FEET TO THE POINT OF BEGINNING. . PARCEL K: THAT PORTION OF LOT 6 OF WALTON'S AOomON TO THE TOWN OF SANTA ANA., IN THEaTY OF SANTA ANA, COUNTY OF ORANGe, STATE OF CAUFORNIA, AS SHOWN ON A MAP RECOROEO IN BOOK 12, PAGE 98 OF MISCELlANEOUS RECORDS Of LOS ANGELES COUNTY, CAlIFORNIA, oeSOUBEO AS FOLLOWS: COMMENCING AT A POINT IN THE EAST LINE OF SAID LOT 6, 14 FEET SOUTH OF THE NORTHEAST CORNER THEREOF; THENCE WEST PAAAllEL TO THE NORTH UNE OF SAlO LOT 6, 150 FEET; THENCE SOUTH, PARAUEL WITH THE EAST UNE OF SAID LOT 6, 60 FEET TO TH£ SOUTH UNE OF THe LAND CONVEYED TO L.G. BUTLER AND WIFE BY DEED RECORDED JUNE 9, 1919 IN BOOK 337 PAGE 208, OF DEEDS; THENCE EAST ALONG SAID SOUTH UNE 150 FEET, MORE OR LESS TO THE EAST UNE OF SAID LOT 6¡THENCE NORTH 60 FEET TO THE POINT OF BEGINNING. PARCEll: BEGINNING AT A POINT ON THE wesT UNE Of SYCAMORE STREET, 120 FEET SOUTH OF THE SOUTH UNf OF WASHINGTON AVENUE; RUNNING THENCE SOUTH ALONG THE WEST UNE OF SYCAMME STREET, 85 FEET MORE OR LESS, TO A POINT 14 FEET SOOTH OF THE NORTH UNE OF LOT 6 OF WALTON'S ADOmON TO TOWN OF SANTA ANA, IN THE CI1Y Of SANTA ANA, COUNT\' OF ORANGE, STATE OF CAUFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 12 PAGE 98 OF MISCELlANEOUS RECORDS OF LOS ANGELES COUNTY, CAUfORNIA; RUNNING THENCE weST, PARALLEL TO THE NORTH UNE OF LOT 6, 122.74 FEET, MORE OR LESS TO A POINT 125 FEET EAST OF THE EAST LINE OF BROADWAY; THENCE NORTH 84 FEET MORE OR LESS TO A POINT 125 FEET EAST OF THE EAST UNE OF BROADWAY, AND 120 FEET SOUTH Of THE SOUTH UNE OF WASHINGTON AVENUE; THENCE EAST 122.74 FEET MORE OR LeSS TO THE POINT OF BEGINNING. @~ . Ordinance No. NS-2656 Page 25 of 45 ORDER NO. 7002103.2.3 PARŒt M: COMMENONG AT A POINT ON THE SOUTH UHE OF WASHINGTON AVENUE, 60 FEET WESrOF THE INTERSECnON OF THE WEST UNE OF SYCAMORE STREET wrTH SOUTH UHf OF WASHINGTON A.VENUE; RUNNING THENCe SOUTH PAAALLEL wmt 1'He WEST UNE OF SYCAMORE S'TREET. 120 FEET; THENCE WEST 60 FEET¡ 1HENŒ NORTH 120 FEET TO THE souni UNE OF WASHINGTON, THENCE EAST 60 FEET TO 1HE POINT OF BEGINNING, AND 8EING A PART OF LOT S OF WAL TOWS ADOmON TO THE TOWN OF SANTA ANA, IN THE ClY Of SANTA AHA, COUNTY Of ORANGE, STATe OF CALIFORNIA. AS SHOWN ON A MAP RECORDED IN BOOK 12, PAGE 98 OF M]çq:J a 4NEOUS RECOIU>S, RECORDS OF LOS ANGELeS COUNTY, CAUFORNIA. PARCEL N: BEGINNING AT THE INTERSECTION OF THE WEST UNE OF SYCAMORE STREET WITH THE SOUTH UNE OF WASHINGTON AVENUE; THENŒSOUTH ALONG THE WEST UNE Of SYCAMORE STREET, 120 FEET; THENCE WEST 60 FEET; THENCe N()I'{11i 120 FEET TO THE SOUTH UNE OF WASHINGTON AVENUE; THENCE EAST AlONG THE SOUTH UNE OF WASHtHGTON AVENUE, 60 FEET TO 1HE POINT Of 8EGINNING. AND BEING A PMT OF LOT 8 OF 'WALTON'S AOOmON TO THE TOWN OF SANTA N4A, IN THE CITY Of SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 12, PAGE 98 OF MISCELLANEOUS RECORDS OF LOS ANGELeS COUNTY, CALIFORNIA. Ordinance No. NS-2656 Page 26 of 45 '~: -- 11 . . . EXHIBIT C OFF-8ITE IMPROVEMENTS Desaipdoa of IlÞprovemeut 1. Install a new traffic signal at Main/I S , including communication cable and conduits to connect to .~ Cityt s Traffic Management Center, and striping. Estimated CO$t (1004 DoIJan) $200,000 2. Jnstatl a new traffic signa] at Sycamore/15th, including communication cable and conduits to connect to the City's Traffic Management Center, and striping. 3. Install a new traffic signal at Santa Ana $200,000 BlvdJPrench Sr., including commumcation ! cable and conduits to connect to the Citfs Traffic Management Center, and striping. 4. Construct landscaped median on Broadway at the BroadwaylParking Structuro egress. $200,000 5100,000 S.a. Acquire necessary ROW for $2,400,000 roundabout at the intersection of lOrb Street. and Sycamore. S.b.Construct roW1dabout at the intersection of 10'" Street and Sycamore, with 1 0. Street one.way 1m, including neœssaIy striping, traffic signs, pedestrian crosswalks and pedestrian refuge areas. Rigbt..of-way shall be acquired at S/W, SIB and N/W COJ'DeØ by developer. $600,000 EDtity Fwaded Prior Responsible to indicated For Triggerlag Owner Owner Owner Owner Owner, unless City undertakespel' section 5.1.1 Owner Building Permit Building Pemrlt Building Permit Building Permit Final Map Building Pmnit @fì Ordinance No. NS-2656 Page 27 of 45 DtscriptiOD oflmprovemeat 6. R.estripe: (1) WB Santa Clara to provide one LT lane and one shared LTIRT lane; (2) NB Orand Avenue fiom Fruit Street to 14th Street at Santa Ana BlvdIJ..S HOV ramps to provide three NB travel lanes; (3) J..S NB o1f..ramps to provide a WB L Tlane, a shared LTIRT Jane and a RT lane at Grand Ave. 7. Remove existing on.street parking sta11s and patting meters on Maìn Street tom Civic Contei' Dr. to Buffalo St.. restripe and slurry seal this Main Street segment to provide tbreeNB and two S8 travel lanes. and constru.ct median on Main St.south of 10th Street. 8. Acqum necessary ROWand oonstruct southbound RT lane at Main/17. and Broadway/] 7tfi, including striping. traftic sipl modification, and ADA compliant wheel chair ramps. 9. Implement neighborhood traffic plans to mitigate changes in traffic pattems or increased cut through 1rafñc resulting tom the One Broadway Plaza Project in Prah Park, Frencb Court, Willard. Floral Park, West F10ral p~ and Washington Square Neighborhoods. Traffic plans costs shall include tmffic studies. staff time to process neighborhood traffic plan, and the construction. of appropriate semi-diverters, . diverters. Arid"""'" . Ordinance No. NS-2656 Page 28 of 45 I8tbøate4 COlt (1004 Dollan) - SSO,OOO 5300,000 56,500,000 $1,200.000 (actual cost, not an estimate) Entity Funded Prior """1' to lradlcated For Triggerbtg - 1_. ~ ..-- Owner Owner Owner, unless City W1dertakes per section SJ.1 City Bui1ding Permit Buikting Permit Fmal Map Building Permit ,-' '-"" J -..-r . DeserIptiøD of Improvement Entity Estimated Responsible Colt (2004 Bellm) .. For $850,000 Owner '.Dded Prior to mdleated Triggering V'II.1It 1('1..11\ building Permit 10. Reconstruct 10fh St. one-way ED and Washington Ave. one-way WB between Main St and Broadway. which will include: (1) traffiç signal modifications at MainlWasbington, Main/lOOt t WashingtonlSycamore, BroadwaylWashingtoo, and Broadway/! Oth (2) restripìng streets and intersections. and (3) instaDing appropriate traftk signs (4) rctiming traftic signa)$ (S)constructing ADA compliant wheel chair ramps. SUBTOTAL Notes: $12,600,000 . 1. Estimated costs are based on 2004 year of expenditure. Owner sball fund item S.a. and 8 (if necessary) based on estimated actual construction and right-of.way costs at time of indicated funding event, and supplement ifnecessary. 2, Items not complete and accepted by the City shall be fully bonded for pursuant to an offsite subdivision improvement agreement, prior to i&sœnce of final map. 3. All improvements, including improvements to be constructed by Owner and not City.sha1Ibe completed and accepted by City prior to issuance of Certificate of Occupancy. . ~~ Ordinance No. NS-2656 Page 29 of 45 EX&IB1T D RemabdJal DitereØoury Appmall 1. VaeadoD ofS)'CI8Ote between Tatà Street ad WasIdI¡ton S8net, od traJufer offee title, ItlleCelJlry, to Oner. 2. Re...'.", DiIeretioury ApprovalJ Spedfted bI Oae Broadway Plua SpedIic Devàopmeøt DIItrIct (SD-15), a true _d correct copy ofwhlda foDows: L SediOD 7-4+W. b. Section '..5. e. SedIoa ,.,. d. SedJoa ,-8. 3. U_permlUed .. SJ).. 75 with the18amce of I CODditional ue permit. IXIDBITD.l Ordinance No. NS-2656 Page 30 of 45 '- -- rt;~ -' . OneB Plaza S . TABLE OF CONTENTS SECTION 1. ApplicabUity of Ordinance SECTION 2. Purpose SECTION 3. Goals. Objectives and Policies SECTION 4. Permitted Improvements SECTION 5. Permitted Uses SECTION 8. Conditionally Permitted Uses SECTION 7. Devetopment Standards 1. Floor Area Ratio 2. Parcel Size 3. Building Envelopes 4. Office Tower a. General Requirements b. Building Setbacks c. Building Height d. Screening e. Elevations f. Signs 5. Parking Structure a. General Requirementf b. Building Setbacks c. Building Height d. Screening e. Elevations f. landscaping g. Signs 6. Parking and CircuJation 7. Plaza Design 8. Public Art EXHIBIT [).2 . ~r Ordinance No. NS-2656 Page 31 of 45 ,-L One p SECTION 1.APPLlCABlLnY OF ORDINANCE The specific development zoning district. as øutho1ized by Chapter 41. Division 28. of the Santa Ana Municipal Code, is apecificaIJy subjeçt to the regulations contained in this ordinance for the express purpose of establishing use district regulations. All other applicable chapters,artIcIes and sections of the Santa Ana Municipal Code shall apply unless expressly waived or superseded by this ordinance. Use dfstrIct regulation8 established in chapter 41. Article III, of the Santa Ana Municipal Code for zoning districts other than the SD zoning district may be incorporated herein by reference. SECTION 2 PURPOSE The Specific Development No. 75 (SD-75) use district regulations are hereby established for the express purpose of protecting the health, safety and general welfare of the City by encouraging the use of innovative plaMIng concepts and principles and promoting and enhancing the value of properties and encourage orderly development The SD-75 regulations will establish a professional district that wi exclusively entitle a 31-story, 518,oœaquare foot office tower at the northeast comer of Tenth SlNet and Broadway with a historic setting further north along Broadway to Washington Avenue. this area wiD be primarily a professional office district with support 8Ø1Vices and eating establishments. SECTION 3 GOALS. OBJECTIVES AND POUCIQ -- The One Broadway Plaza Specific Development DIstrict .8 located within the midtown area of the City. The One Broadway Plaza Specific Development District encompaø88 a large established city block bounded by Washington Avenue to the north, Tenth Street to the south. Sycamore Street to the east and Broadway to the west. The One Broadway Plaza Specific Development District maintains a historic charactét along lhe northwest portion of the district. with a number of buldings dating from the early years of development in Santa Ana. The project site Is surrounded by theCivk:IProfesslonal, Financial, and the Community Specialty Reta. %Ones of the Midtown Specific Plan. The One Broadway Plaza office tower i. intended to be a major landmark in the midtoWn section of the City of Santa Ana. In addition. the variouS activities planned for this 8ite wll result In the project becoming a node, or (13 2; «¡- "'-' ~, Ordinance No. NS-2656 Page 32 of 45 . place of activity. The objectives of the One Broadway Plaza speâfio development ptan include the following: . A landmark offiœ project along Broadway at the center of the Midtown Specific Plan. . Maintain the existing streetscape pattern including sidewalk design, mabJre palm trees and historic light fixtures. . Maintain the scaJe and character established by the existing historic structures along the north end of the district. . Maintain large open setbaclœ adjaœntto Broadway. . Encourage I'8vfta1ization of existing properties for a variety of pICf8ssionaJ office uses. . Enhance the pedestrian experience through the development of new plaza areas and water features at the intersection of Sycamore Street and Tenth Street and Broadway and Tenth Sb'8el SECTION 4 . Improvements permitted on the project site Include either one of the following: 1. An Iconic office tower of no less than 493 feet tall. approximately 37 stories, 518,300 square feet of building area with a destination restaurant at the top two levels of the tower. a. The project site shall be no less than 4.339 açres b. A nine level (one subterranean and eight above grade), 18 foot high parking structure, with a minimum of 2,463 parking spaces. . c. The renovation and rehabilitation of four existing strudures located to the north of the office tower. The structures are those addressed 881103, 1111, 1115-11 and 1211 North Broadway. 2. All other permitted improvements shall comply with the Midtown Speciflc Plan. Chapter 1, Broadway Corridor District. Development Standards. . SECTION 5 PERIIIrneo USES The categoty of permitted land uses to be included within the project include: Professional and businØSl ~ banks and $Imlar flnsndaI Institutions. service and convnerçial retail uses and restaurants. If a use is for any reæon omiIted from Ihoee øpecified 88 perm/sIIibIe, or If ~ ~ Ordinance No. NS-2656 Page 33 of 45 ambIguly arises concerning the cla88llcation of a particular use, the determination shall be at the discretion of the Plaming Manager. 1. Profeasional. bu8ine88 and administn:JtWe offices and services. Jnctudlng but not limited to employment agencies, advéItising agencies, 88a'OW agencies, accountants, Insurance. attorneys, archftects, engineers, plannel"l and other ùnIar uses. 2. Banks, finance. in8urance and real.. offtcea. '-" s. Service and commercial retaI uses which shill be Ii'nited to: a. Bookstores b. StaIoI.Y shops Co GIft stores d. Dry deaner 8. Hair salon f. TftMII agent g. Copy center h. Mail/postat center tTaitor ~ Shoe repair k. Art supply L Offiœ supply 4. Cafes and restaf.I'anII, except fast food and/or take out restaumnts (Added by the Planning CommIssIon on FebrUaIy 23,20(4). 5. Florists -- 6. Plwmacie8 7. Day care facIties 8. Museums.1Ibr8rIe8 and gIIeñes 9. Artists' studios SECTION 6 The following uses - pelhitted upon the approval of a condIonaI use permit Ì1 aooordanCe with the Santa Ana Municipal code: 1. Nightclubs, bars and indoor entertainment uses whether freestanding or part of another permitted or conditionally pennlted use, except adult entertainment businesses 2. EstabIshments selling or serving alcoholic bevetagea @~ Ordinance No. NS-2656 Page 34 of 45 . SECTION 7 . 8 3. Coffee houses 4. Banquet facIities 5. Uses open after midnight to 5:00 a.m. 6. HeIpads 7. Fast food and/or take out I8Staurants (Added by the Planning Com..1Issb1 on FebIuaty 28, 20(4). The One Broadway Plaza Specific Development District 18 intended to allow the development of a landmark office tower and affiliated parking garage whle maintaining some of the historic strudures located on the northwest side of the district. The ~ general devtlopment standards are applicable to this project 1. fby ÞIea RaCb IF AR.) The required floor area ratio for the proje(;tsite shaH be 2.9. or 530,487 square feet of development The FAR is calculated by dMding the totaf square footage of the office building pJus the existing structures to remain by the total lQuare footage of the project site. Consistent with the General Plan, the parking structure is not included In the FAR calaJlation. This FAR includes the pmposed office tower (518,003 square feet) and the structures that wi remain on the project site (12,484 square feet). The FAR for the existing structures shaH remain at 0.5 or less. 2. ParœI Size The One Broadway Plaza paroeIlÎl8shaU be 4.339 acres. Subdivision of the pareeI is not pemûttad. 3. BuI1dina Envelooes HfJight and yard areas established for the existing structures and the oftiëe tower define the permitted buld~ envelopes in the One Broadway Plam Specific Development DiatriçL With the exceptions of the office tower and parking atructure, aI buDding. aha. maintain .a lower scale c:haIacter no taler than 35 feet or ktories, whichever is less. 4. Office Tower The baslo fonn. size and location of the office tower as lIustrated in the applicanfs ptans are hereby approved. In order to address C8ItaIn outstanding ~ '-'. reviled .. conforming willi @~ Ordinance No. NS-2656 Page 35 of 45 Section 7-4+-i¡¡ of this ordinance shall be submitted to and be approved by the Planning Commission prior to l8suance ofeny building permits. 8. General Requirements -- i. The office tower shall remain consistent with the approved site plan as shown in exhibit 1. b. Building Setbacks Setbacks at ground level are established to enhance pedestrian spaœthroughout.. .. the. . . district, create. com. .paUble rel.ationshlPB between existing and future building sIrøet elevations and recognlm opportunities to ere- new open space I'88OUIœ8.such 88 .~. pedestrlan.W11)f8 Md 18nd8oaped..... The front yard 18 one of the most ImpoItant char8cterfstics of Bro8dway end maintenance. of these landscaped open spaces is. cruci8lto c::P~ b~~. Major setback oondftfons are L Broadway: The One BroadwayPl8Z8 office tower ahal maintain 8 building 88Iback of 20 feet. This aetback area may include hardscape as shown on the approved plaza plan. For existing buildings, a setback of 20 feet8hall be maintained. The existing structure at 1111 North Broadway shall maintain 8 minimum eetback of 15 feet. Ii. Tenth Street --- A 12-foot bulding setback shall be requjred for the offtce tower. HardSC8pe.f~ and water features shall be provided in the required setback. shown on the applcanfs Landscape Plan dated February 4, 2004 (Exhibit 2). Hi. Washington Avenue: The 15-foot tandscap8d øetÞack for the existing structure shall be maintained. c. BuUdingHeight The approved height for the office tower 18 approximately 493 feel Modifications to the towsf. approved bulding height or number of storieS. which represent either an increase or decrease, shaD not be allowed. The exieting .buik1ng8 &long Broadway ahaI maintafn 1heIr ØICIsting height end $hall not _eel 35 feeL (ß; , -< Ordinance No. NS-2656 Page 36 of 45 . d. Screening AI appurtenances sha. be located outside any required setback and shall be screened from view. e. Elevations Exterior elevations shall incorporate a translucent. non- reflectiveøssa In a light green tone consistent with the matedaI8 board sample provided by the applicant and as approved by the Planning Commission and City CounciL ii. The structural system of the building shall be visible from the exterior elevations consistent with the plans approved by the Planning Commission and CIty Council. i. UI. Incorporate an arcade or ground level .skirt' to provide 8 transition between the tower and pede$trien level. Plans satisfying 1his requirement shall be submitted to and must be approved by the Planning Commission prior to the issuance of any building permit. 5. Parklna StnJctu~ . The basic form, size and location of the parkingstructuress illustrated in the applicanfs plans are hereby approved. In order to address certain outstanding details, however. revised parking structure plans shall be submitted to and be approved by the Planning Commission prior to issuance of any building permits. The reviled plans shall comply with fhe foIbwing: a. General Requirements i. No parking areas above or below grade shaD Mcmach into required setbacks. Subterranean levels shall use offset sloping ramps to allow for open and unobstructed visibility for floor surveillance. iii. The parking struGture shall maintain a minimum vertical clearance of 11 feet on the $treet level. with the exception of the entry at Sycamore Street. The entry area shel maintain a vertical clearance of 21 feet to facilitate the loading and unloading function as well as allow trash truck access. ii. . Iv. On all other levels. the parking struclure shall maintain a minimum vertical clearance of eight feet, two inches. . ... fQi.. ... . @'f Ordinance No. NS-2656 Page 37 of 45 Glare from the parking structure lighting shall not be visible from the pI8za level or any public right-of-way. vi. The ceiling of all parklnglevel8 sh8I be painted white and be maintained to improve illumination and enhance ssfety within the parking structure. v. _..l vii. The parking 8tnJCIure 8h8II be completed. shall have been fIn.1ed by the Buldlng DIvision and' be fully op8l11t1onal prior to any ocóupancy of any buldlng or use. or portion thereof. for which the structure provides parking. viii. The parking 8tnJCIurestaal contain a minimum of 2.463 parking spaces. which are allocat8d as follows: a) 1470 spaces for the office tower b) 50 spaces for ground level retal U888 (10.000 square feet) c) 180 spaces for restaurant uses (18.000 sqU8'8 feet) d) 29 spaces for offices U888 within existing buildings (9.627 square feet) e) 29 spaces for restaurant uaeswithln existing buildings (2.857 square feet) f) 30 spaces to replace parking displaced on Sycamore Street g) 100 spaces to replace parking displ8ced on MaIn Street h) 110 spaces to replace exi8tIng surface perking lot for 1200 N. Main Street 1)12 spaces to replace exi8tIng surface partdng lot for 1111 N. Broadway J) The remaining 453 parking spaC8$ may be used for other uses In the area .....,f b. Building Setbacks I. Broadway: The minimum ~ .setbøck for the parking 8tnJCIure is 124 feet as measured from the property line. ii. Washington Avenue: A landscaped setback of 15 feet shall be required. iit Sycamore Street: There shaD be no setback requirement. @ ¡t "-"- Ordinance No. NS-2656 Page 38 of 45 . Iv. Tenth Street: The minimum required setback is 145 feet 88 measured from the property line to the entrance to the parking structure. c. Building Height The maximum allowable height of the parking structure is 78 feel d~ Screening All appurtenances shaH be located outside any required setback and shall be screened from view. e. Elevations L The north and east elevations shaI incorporate arohttecturaJ cues and proportions found along Main Street to create an architectural screen as 8 visual enhancement to the existing commerci81 corridor. . i. Exterior walls shall exhibit horizontal rather that sloping design elements. Iii. The exterior of the parking structure shall be painted a soft. earth tone coIoraa approved by the Planning Division. BrIghter and darker colors, Including dark green, shall be prohibited. Iv. DecoratIve grillwork or landscape materl81s shall be placed between wall and floor of the higher parking J.øveI. Y. Elevators shall be located so they are visible to the public. The elevator cabs shall have glass facing the public view. vi. The parking stnJcture shall comply with the Santa .Ana Municipal COde sections pertaining to the Police Department's Security requirements,lncludlng parking lot lighting levels. vii. The parking structure shall comply wlhthe Santa Ana Police Depar1mentts parking stnJcture design guidelines.. f. Landscaping: . ~ Ordinance No. NS-2656 Page 39 of 45 Landscaping planters incorporated into 1he parking structure shall have a minimum planter dimension of 4-feet wide and 4- feet deep. An Intemal drainage system. and waterproofing of the planter88haIJ be provided along wIh an automatic drip- type Irrigation system. Ii. A tntUis aha II be inccMp0r8ted into the north and west bulding elevations where biank wells occur on the stn.lcture. The treli8 material 8h8II be conøtructød of decor8tiveand durable materials and shatl çover a minimum of 60 perçent of the blank walt The trellis details shall be included In the project landscape plan and be approved prior to building permit issuance. i. -- iii. Canary Island Pines. Deodar Cedars and River She-Oaks shall be planted aJongthe .Broadwayand Washington Avenue elevations. The trees ahal be planted at a minimum of 30 feet on center. shown on a landscape plan to be apptDv8d by 1heCfty8 Landscape Development Associate prior to the Issuenoe of bulcllng perm" for the parking structure. The landscape plan shall be fully implemented prior to the issuance of any œrtificate of occupancy. iv. The size of the trees to screen the parking structure along Washington Avenue and Broadway shall be a minimum 120- Inch box tree. .--' g. Signs i. All signage shall comply with the Santa Ana Municipal Code. 11.. Prior to issuance of any sign permIa or certificates of occupancy for any building or portion thereOf. a comprehensive sign program for the entire site. including dlrection8l aJgna and graphlc8 for the parking structure. shall be submitted to and be approved by the Planning Commi88ion. 6. ParldnalClrculatJon A student drop-off area shaH be created In the parking lot of 920 North Main Street for the exclusive U8Ø of the Orange County High School of the Arts. The minimum &tandanis for this function include; a. Prior to issuance of any bui1ding permits. conattuct a raised center median on Main Street per a Street Improvement Plan to be approved by the Public WOIka Agency. J -" Ordinance No. NS-2656 Page 40 of 45 . b. Prior to Issuance of any building pennits. construd 8 two-way drop-off zone. Each lane shall have a minimum width of 18 feel A yellow line appmxim8t81y one foot in width shal be painted to separate the two drive-thru lanes. The plans shal be submitted to the Planning DIvision and Public Works Agency for approval. c. Prior to issuance of any bUilding permits, install 8 hedge end 36- inchtaJl fence to direct students towards the Main Street and Sycamore Street public sidewalks ¡in order to avoid legal pedestrian crosswalk movements onto Tenth Street d. Prior to submittal into building plan check, revlae the site plan to depict and note the removal of the existing parking stalls and me.. on MaIn Street consistent with the mitigation measures contained in the Final EIR. e. Prior to submittal into bulding plan check, revise the site plan to depict and note the reetripJng of Main Street to provide three northbound and two southbound traveJ lanes. f. AJlloading zone areas must provide 8 minimum6-inchralsed curb around the perimeter of each area. . g. The proposed roundabout and water feature details mustÞe included as part of the Plaza Plan refer8nœd in Section 1-7 of this ordinance. Prior to the issuance of any certificate of occupancy, 81.1 water feature and roundabout improvements must be completed. h. Prior to Issuance of any certificate of occupancy, close off the existing curb and gutter serving the trash collection area between 1200 South Main Street and theOOHSA. The curb and gutter shall be replaced with a new curb, gutter and aidewalk. Prior to submittal Into building plan check. revise the site plan to depict and note the left tumingress (Sycamore Street - southbound) into the school drop-off zone. j. Prior to submittal into building plln check. revise the. plan to depict and note wheel chair accessiblity ramps at the Broadway egress exit. i. . k. Prior to submittal into building plan check. revile the site plan to depict and note the replacement of the painted striped "No Access Zone- to be replaced with a raised median barrier with deeondlve pavement for the eaatem and wøstem portions - iÐ... 01:... . T 80th SInMIl (/JJf' Ordinance No. NS-2656 Page 41 of 45 ,. Prior to submllal Into buldlng pIen check. revise the site plan to depict and note the modtftcatlon8 of the8ignal1 at the MalnlWashlngton, MalnlTenth, WashlngtonlSycamore, BroadwayJWashIngton and BroadwayfTenth intersections. m. Prior tothø issuance of any building permit. instal a raised median at the Broadway egress 81 determined by the Public Works Agency. - 7.~ PrIor to Issuance of any buldlng permls. a detaled Plaza Plan 8haII be submitted to and approved by the Plsnnlng Commission. a. The overall plaza design theme shall Incorporate a minimum of three mejor pedestrian-level water features and two water elements adjacent to the proposed bulding. b. The plaza landscape palette must Include a minimum of four (4) tree species, to be approved by the Landscape Development AsIOCiate prior to the Jssuance of any buDding permit. The minimum established size for palm trees shall be 30 feet brown trunk height Non-palm tree tJpecies shall be a minimum of 20 feet In height and 8O-1nch box. "-' c. Land uses such al retal, office or other services shaD be incorporated within the plaza level pursuant to the approved site plen. Exterior kiosks. carts or other temporary outdoor uses are not allowed unless speciflcaIy submitted to and approved by the Planning Comml88ion. d. The plaza shall incorporate seating, benches and landscaping to provide visual interest and additional amenities within the plaza. 8. Pedestrian amenities shall be provided such 88 lighting,. planters, drinking fountains. unit pavers. and bicycle racks. f. The color and appearance of the plaza furniture produets and other elements must complement the overeD plaza deaign and towerarèhitecture. ~ --- Ordinance No. NS-2656 Page 42 of 45 . g. Benches and pedestrian seating 8h8I1 be made of a durable material such as concrete or painted iron and be deeigned to minimize effect8 from vandalism. skateboan:Iing and weather. h. Trash receptacles should be located in high-activily areas, such as plazas and other public openapaces. The style shall be compatible with other plaza fumiahinga. i. Bike racks shaH be provided at key activity locations on the plaza level. j. Air street furniture surfaœa, pedestrian-level walla and amenities shall incorporate graffiti resistant coatings. It. Soft as well as hard surfaced areas shall be incorporated into the Plaza Plan. Plaza area paving shall consist of unit pavers. I. One linear foot of seating ahall be proW:Ied for every 60 square feet of plaza area. Seating may inctude benches, low sedng walls, steps, planter edges or fountains. The seating shall be designed to discourage sleeping. . m. Lighting height In 1he plaza areashoukl be at a pedestrian scale. A range between 16 feet and 22 feet in the plaza area should be fully lluminated from dusk until dawn. The overall lighting shall be maintained at one-foot candle and Incorporate other pedestrian- oriented lights. such as lighted boIIard8. Uplighting of trees and other site features is also required. n. The required Plaza Plan shall include adequate provisions for the on-going maJntenance of all plaza and roundabout improvements. o. The required Plaza Plan shatl include design details, materials and provisions for the on-going maintenance for all interior public areas within the office tower, including but not limited to the ground floor and basement area lobbies. 8. Public Art . 8. Public art valued at one percent of the office tower valuation Is required. The cost of anywaterfe8tureor portion thereof shall not be included for purposes of complying with the public art requirement. Public art may be comprised of multiple art pieces, however. at feast one such art piece shall be pIaçed at the southwest comer of the project site adjacent to Broadway and Tenth Street. The pubic art should Invite partIdpation andJ interaction, inspire, add local mea. nlng. Interp89t the community bY. .. .. revealing its culture or hlslory. and/or capIunt or reinforce the . Ordinance No. NS-2656 Page 43 of 45 unique charactw of the new place. A comprehensive PublIc Art Plan indJcating oompIIance with thi8 requirement. and which proposes specific pieces of art for specifJc locations or applications. shaU be 8ubn8ftted to the PlannIng Commission for review and approval prior to I8suMC8 of any buldlng permb. AI pubic art approved by the Planning COmmi88fon in the PublIc Art Plan shal be completely Inatalled prior to thelasuance of any ceItIiCates of occuþancyfor the project. b. Art should be sited to çomplernentfeatuf8s such as plaza or architectural components 80 that the art is an Integral part of the One Broadway Plaza development 8ite.. - c. Public art should be constructed using durable materials and fini8he8lnc1uding but not Umlted to atone or metal. d.. No art piece provided pu.rsuant to the public art requirement. including 80 art piece such 88 8 mural that may be proposed on the 80UIh elevation of the parking structure 8t the Sycern0t8 Stleet entrance. shall include adverU8ing of any type, including but not limited to products. aervlces.or bu._s... 8- All public art providedpul'8Uant to the public art requirement shal be properly maintained at 811 times. be free of any graffiti and shall not incorporate any fIuhing or di8tr8c1ng form of illumination. f. All art piece8 approved and 1nstaIted pursuant to the Public Art Plan aha. remain on the project site and may not be removed without the approval of the Planning Commission. "-' J ~. Ordinance No. NS-2656 Page 44 of 45 . . þ III .1 . - I ,.,..-..- . ..... ... .......-.- .., . .. .. ... ...- ._l_'_~ ¡ ¡I 81""""".¡ I :'JlJJ.I...... ~~~ ......... .3 . ¡ Ordinance No. NS-2656 Page 45 of 45 --' '.....,I' ""-'"