ORD 08-19 Development Agmt No. 0005-18 Trails at Santiago CreekORDINANCE NO. 08-19
AN ORDINANCE OF THE CITY COUNCIL OF THE
CITY OF ORANGE APPROVING DEVELOPMENT
AGREEMENT NO. 0005-18 FOR THE TRAILS AT
SANTIAGO CREEK PROJECT, ON A SITE
COMMONLY REFERRED TO AS SULLY MILLER,
LOCATED AT 6145 E. SANTIAGO CANYON ROAD,
PREVIOUSLY IDENTIFIED AS 6118 EAST
SANTIAGO CANYON ROAD.
DEVELOPMENT AGREEMENT NO. 0005-18
APPLICANT: MILAN REI X, LLC
WHEREAS, Development Agreement No. 0005-18 was filed by Milan REI X, LLC in
accordance with the provisions of the City of Orange Municipal Code; and
WHEREAS,Development Agreement No. 0005-18 was processed in the time and manner
prescribed by state and local law; and
WHEREAS,the City Council has certified and adopted Environmental Impact Report No.
1857-18, which was prepared to analyze the potentially significant environmental impacts of the
proposed Trails at Santiago Creek project located at 6145 East Santiago Canyon Road, including
Development Agreement No. 0005-18; and
WHEREAS,the Planning Commission conducted duly advertised public hearings on July
15,2019, and August 5,2019, at which time interested persons had an opportunity to testify either
in support of or opposition to the Project, including Development Agreement No. 0005-18, and
recommended approval of the Project by a vote of 4-1; and
WHEREAS, the City Council conducted duly advertised public hearings on September
24, 2019 and October 22, 2019, at which time interested persons had an opportunity to testify
either in support of or opposition to the Project, including Development Agreement No. 0005-18.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ORANGE DOES
ORDAIN AS FOLLOWS:
SECTION I:
1. Is consistent with the objectives,policies, general land uses, and programs specified in
the General Plan and any applicable specific plan or redevelopment plan.
The Development Agreement and related enhanced public benefits offered in conjunction
with the Trails at Santiago Creek project(General Plan Amendment No. 2018-0001, Zone
Change No. 1286-18) are consistent with the objectives, policies, general land uses, and
programs specified in the General Plan and any applicable specific plan or redevelopment
plan.
The General Plan Housing Element calls for the City to encourage the production of infill
housing, and recognizes the ongoing long-term demand for increased housing inventory in
the community to serve a variety of citizens through providing diversified housing types
and costs. In addition, the Natural Resources Element calls for the City to provide
recreational use and the protection of natural resources and features in open space areas by
promoting development of additional open spaces and access points adjacent to waterways
and planned trails.
2. Is compatible with the uses authorized in the district or planning area in which the real
property is located.
The Development Agreement and related enhanced public benefits offered in conjunction
with the Trails at Santiago Creek project (General Plan Amendment No. 2018-0001, Zone
Change No. 1286-18) are compatible with the uses authorized in the district or planning
area in which the real pro.perty is located in that the area is characterized, in part, by
surrounding land uses such as single family residential and Santiago Oaks Regional Park.
The Development Agreement will support the associated General Plan Amendment and
Zone Change that offers public improvements and recreation open space in the form of the.
acquisition of Ridgeline Golf Course, funding for equestrian and recreational purposes,
funding for the Greenway,funding for Trail Improvements,and Circulation Improvements.
3. Is in conformity with the public necessity, public convenience, general welfare, and
good land use practices.
The Development Agreement and related enhanced public benefits offered in conjunction
with the Trails at Santiago Creek project (General Plan Amendment No. 2018-0001, Zone
Change No. 1286-18)are consistent with public necessity,public convenience,and general
welfaze through the added pedestrian safety along Santiago Canyon Road, trail linkage,
construction of sidewalks where none currently exist, as well as traffic signal and
intersection improvements.
The Development Agreement will support the associated General Plan Amendment and
Zone Change in that the Trails at Santiago Creek project will provide a recreational trail
system that avails the open space areas and the Santiago Creek environs to the community
of Orange and the general public at large, as well as the project's residential neighborhood,
and becomes an integral part of the City and County trail master plans via connectivity
opportunities.
4. Will be beneficial to the health, safety, and general welfare consistent with the policy
of the City with respect to development agreements as provided in Section 17.44.200.
Ordinance No. 08-19 2
The development of the approximately 109 acre site removes the current sand and gravel
use that is not compatible with the existing surround residential and open space uses in the
area. The proposed project involves the development of 128 dwelling units on
approximately 40.7 acres and approximately 68.5 acres will comprise natural hillsides, re-
established grasslands, a restored Santiago Creek riparian Corridor and a managed
vegetation/fuel modification zone.
S. Will not adversely affect the orderly development ofproperry in the Ciry.
The Development Agreement and related enhanced public benefits offered in conjunction
with the Trails at Santiago Creek project(General Plan Amendment No. 2018-0001, Zone
Change No. 1286-18) through the Trails at Santiago Creek Specific Plan, will ensure that
it is compatible with the existing development of the surrounding area, in that the Specific
Plans calls for development of single family residences and open space.
SECTION II:
The Development Agreement for the Trails at Santiago Creek is approved and adopted as
shown in Exhibit"A", attached hereto and incorporated herein by reference.
SECTION III:
The Development Agreement described in Section II is consistent with the findings and
analysis prepared pursuant to CEQA Guidelines Section 15162, for Environmental Impact Report
EIR) No. 1857-18 (SCH No. 2017031020) for the Trails at Santiago Creek, and prepared in
accordance with the California Environmental Quality Act(CEQA). The proposed Development
Agreement is adequately described and thoroughly analyzed and reflects the independent
judgement and analysis of the City Council for purposes of CEQA.
SECTION IV:
Should any section, subsection, clause, or provision of this Ordinance for any reason be
held to be invalid or unconstitutional, such invalidity or unconstitutionality shall not affect the
validity or constitutionality of the remaining portions of this Ordinance; it being hereby expressly
declared that this Ordinance, and each section, subsection, sentence, clause and phrase hereof
would have been prepared, proposed, approved and ratified irrespective of the fact that any one or
more sections, subsections, sentences, clauses or phrases be declared invalid or unconstitutional.
SECTION V:
A sununary of this ordinance shall be published and a certified copy of the full text of this
ordinance shall be posted in the Office of the City Clerk at least 5 days prior to the City Council
meeting at which this ordinance is adopted. A summary of this ordinance shall also be published
once within 15 days after the ordinance's passage in a newspaper of general circulation,published,
and circulated in the City of Orange. The City Clerk shall post in the Office of the City Clerk a
certified copy of the full text of such adopted ordinance along with the names of those City
Ordinance No. 08-19 3
Councilmembers voting for and against the ordinance in accordance of Government Code Section
36933. This ordinance shall take effect 30 days from and after the date of its final passage.
ADOPTED this 12th day of November 2019.
I
Mark A Murphy, Mayor, City of r e
ATTEST:
Q L v Q. -
Pamela Coleman, City Clerk, City of Orange
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF ORANGE
I, PAMELA COLEMAN, City Clerk of the City of Orange, California, do hereby certify
that the foregoing Ordinance was introduced at the adjourned regular meeting of the City Council
held on the 22nd day of October 2019, and thereafter at the regular meeting of said City Council
duly held on the 12th day of November 2019, was duly passed and adopted by the following vote,
to wit:
AYES:COiJNCILMEMBERS: Alvarez, Murphy,Nichols, Monaco
NOES:COLJNCILMEMBERS: None
ABSENT: COiJNCILMEMBERS: None
ABSTAIN: COUNCILMEMBERS: None
L G7_l C.l l
Pamela Coleman, City Clerk, City of Orange
Ordinance No. 08-19 4
EXHIBIT "A"
Beneath this sheet.]
Ordinance No. 08-19 5
AGR-q 7
DEVELOPMENT AGREEMENT
BY AND BETWEEN
CITY OF ORANGE,
a California Mutilcipal Corparation,
and
NIILAN REI X,LLC,
a California Limited Liability Company
DEVELOPMENT AGREEMENT
T] D VELOPMENT AGREEMENT (the "Agreement") is entered into as of the.
day of\, 2019 (•Agreement Date"),by and between MILAN REI X,LLC (hereinafter
OWNER"), and the CITY OF ORANGE, a municipal corporation, organized and exis[ing under
the laws of the State of California (heteinafter "CTfY"), pursuant to the authority of Sections
65864 through 65869.5 of the California Government Code (the "Development Agreement
Legislation") and Article XI, Section 2 of the California Constitution.
RECITALS
This Agreement is predicated upon the following facts:
A. These Recitals refer to and utilize certain capita]ized terms which aze defined in
this Agreement. The parties intend[o refer to those definitions in conjunction with the use thereof
in these Recitals.
B. The Development Agreement Legisladon authorizes CITY ro enter into binding
development agreements with persons having legal or equitable interests in real property for the
development of such property in order to, among other matters, ensure high quality development
in accordance with comprehensive plans;provide certainty in the approval of development projects
so as to avoid the waste of resources and the escalation in the cost of housing and other
development to the consumer; provide assurance to the applicants for development projects that
they may proceed with their projects in accordance with existing policies, rules and regulationsandsubjecttoconditionsofapproval, in order to strengthen the public planning process and
encourage private participation in comprehensive planning and reduce the pcivate and public
economic costs of development; and provide for reimbursements to OWNER for the construction
and financing of certain public infrastructure imptovements.
C. OWNER is the owner of certain real property within the County of Orange, State
of California, as more particulazly described in Exhibit"A" attached hereto and made a part hereof
hereafrer, the "Property"). OWNER desires to develop the Property in accordance with the
provisions of this Agreement, and as more particulazly set forth in the Trails at Santiago Creek
Specific Plan (the "Development Plan"). The Development of the Property as contemplated by
the Development Plan and this Agreement is referred to herein as the"Project".
D. OWNER has applied for, and CTTY has granted, the Existing Project Approvals
and this Agreement in order to create a Project and a physical environment that will conform to
and complement the goals of CTI'Y, create a community sensitive to human needs and values,
facilitate efficient traffic circulation, provide needed housing, and provide for public open space
and trail improvements consistent with the elements and policies of CITY's General Plan. As par[
of the process of granting the EXisting Pcoject Approvals, the City Council of C1TY (hereinafterthe "City Council") has required the prepazation of an Environmental Impact Report (hereinafterthe"EIlt"), which report has been certified as adequate and complete by the City Council and has
othenvise carried out all requirements of the Califomia Environmental Quality Act("CEQA").
E. On November 2, 2016, C1TY entered into a Pre-Development Agreemen[ with
OWNER regarding the Project("Pre-Development AgreemenP'). Pursuant to the terms of the Pre-
Development Agreement, CITY has agreed to process for action the EIR, Development Plan,this
Agreement and any other entitlements necessary to carry out and implement the Project consistent
with the land use plan,public benefits and exactions set forth in the Pre-Development Agreement
and the land use regulations in effect as of November 2, 2016. CTTY and OWNER acknowledge
and agree that the Existing Project Approvals are consistent with the Pre-Development Agreement
and intend this Agreement to serve as the Development Agreement for the Project as defined and
set forth in Section 2.03(h) of the Pre-Development Agreement.
F. Since the approval of the Pre-Development Agreement, CTTY and OWNER have
worked cooperatively with community representatives to address concerns raised during the
CEQA ptocess as well as other matters related to OWNER. As a result, and as additional materialconsiderationforthevestedrightsconferredtoOWNERbyHrisAgreement, OWNER has agreed
to provide the public benefits se[ forth in this Agreement which include: (i) up to a maximum of
Four Million, One Hundred Thousand Dollazs ($4,100,000.00) to construct greenway
improvements for Santiago Creek, (ii) an additional One Million Dollars ($1,000,000.00) for local
trail improvements, (iri)funding the community's acquisition of the Ridgeline property which will
provide to the community an additional approximately fifty (50) acres of public open space, (iv)up to One Million Dollars ($1,000,000.00) for traffic improvements to widen Santiago CanyonRoadandre-stripe Cannon Ave, and(v)Two Million Dollazs($2,000,000.00)to relocate the horse
riding azena currently located on Santiago Canyon Road to the Ridgeline property and other relatedRidgelinepropertyimprovements. The Project will be limited to a maximum of one hundred andtwenty-eight (128) single family detached homes consistent with the development standards and
guidelines set forth in the Development Plan.
G. The following actions were taken with respect to ttus Agreement and the Project:
1. On August 5,2019,following duly noticed public hearings on 7uly 15, 2019
and August 5, 2019, the City Planning Commission recommended that the City Council approve
this Agreement;
2, On October 22, 2019, afrer duly no[iced public heazings on September 24,
2019 and October 22, 2019, and pursuant to CEQA, the City Councll adopted the environmental
impact report for this Agreement and the Project;
3.On October 22,2019,the City Council of the CITY approved the following:
Zone Change (Specific Plan) No. 1286-18
General Plan Amendment No. 2018-0001
Environmental Impact Report No. 1857-18
4.On October 22, 2019, after duly noticed public hearings on September 24,
2019 and October 22, 2019, the City Council determined that the provisions of this Agreement aze
consistent with the General Plan of the C1TY;
5.On October 22, 2019, after duly noticed public hearings on September 24,
2019 and October 22, 2019, the City Council adopted Ordinance No. OS-19, approving and
authorizing the execution of this Agreement, a copy of which is on file in the City Clerk's Office
at the C1TY, and adopted the findings and conditions pertaining thereto, including those relating
to the environmental documentation for the Project.
H. The CITY has engaged in extensive studies and review of the potential impacts of
the Project as well as the vazious potential beneflts to the C1TY by the provision, among other
things,for open space, recreation, community facilities, and roadway improvements.
I.In consideration of the substantial public improvements and benefiu to be provided
by OWNER and the Project, and in order to strengthen the public fmancing and planning process
and reduce the econamic costs of development,by this Agreement, CITY intends ro give OWNER
assuranbe that OWNER can proceed with the development of'the Project for the Term of this
Agreement pursuant to the terms and conditions of this Agreement and in accordance with C1TY's
General Plan, ordinances, policies, rules and regulations ezisting as of the Effective Date. In
reliance on CITY's covenants in this Agreement conceming the Development of [he Pioperty,
OWNER has and will in the future incuc substantial costs in site preparation and the construction
and ins[allation of major infrastructute aud facilities in order to make the Project feasible.
J. Pursuant to Section 65867.5 of the Development Agreement Legislation, the City
Council has found and determined that: (i) this Agreement and the Existing Project Approvals
implement the goals and policies of C1TY's General Plan, provide balanced and diversified land
uses and impose appropriate standazds and requirements with respect to land development and
usage in order to maintain the overall quality of life and the environment within CITY, (u) this
Agreement is in the best interests of and not detrimental to the public health, safety and general
welfaze of CITY and its residents; (iii) adopting this Agreement is consistent with CITY's General
Plan and constitutes a present exercise of the CITY's police power; and (iv)this Agreement is
being entered into pursuanG to and in compliance with the requirements of Section 65867 of the
Development Agreement Legislation, and Chapter 17.44 of the Orange Municipal Code.
K. C1TY and OWNER agree that it may be beneficial to enter into additional
agreements or to modify this Agreement with respect to the implementation of the sepuate
components of the Project when more information concerning the details of each component is
available, and that this Agreement should expressly allow for such contemplated additional
agreements or modifications to this Agreement.
NOW,TI3EREFORE,pursuant to the authority contained in the Development Agreement
L,egislation, as it applies to C1TY, pursuant to Article XI, Section 2 of the Galifomia Constitution,
and in consideration of the foregoing recitals of fact, all of which aze expressly incocporated into
this Agreement, the mutual covenants se[forth in this Agreement and for other consideration, the
receipt and adequacy of which aze hereby acknowledged, the parties agree as follows:
1. Definitions.
The following wocds and pkirases aze used as defined terms throughout this Development
Agceement, and each defined term shall 6ave the meaning set forth below.
I.1 Authorizine Ordinance. The"Authorizing Ordinance" means Ordinance No.08-
19 approving flus Agreement.
1.2 CITY. The"C1TY"means the City of Orange,California,a municipal corporadon,
duly organized and existing under the Constitution and laws of the State of Califomia, and all of
its officials,employees, agencies and depaztments.
1.3 Citv Council. "City Council" means the duly elected and constituted city council
of the CITY.
1.4 Develoament. "DevelopmenP' means the improvement of the Property for
purposes of completing the Project, including, without limitation: grading, the construction of
infrastructure and public facilities related to the ProjecE (whether located within or outside the
Property), the construction of stmctures and buildings and the installation of landscaping.
1.5 Develoament Aareement Le islation. The "Development Agreement
I.egislation" means Sections 65864 through 65869.5 of the Califomia Government Code as it
exists on the Effective Date, and implemented through Chapter 17.44 of the Orange Municipal
Code.
1.6 Develoament Fees. "Development Fees" means development impact and
processing fees imposed on the Project as conditions of the Existing Project Approvals and limited
as more particularly set forth in Section 43.
1.7 Develoament Plan. The "Development Plan" consists of the Existing Project
Approvals, the Existing Regulations, and those Future Project Approvals (such as subdivision
maps and precise development plans) contemplated, necessazy, and requested by OWNER to
implement the Existing Project Approvals. Any reference in the Project Approvals to a
Development Plan includes any Specific Plan approved by the CITY as defined the Existing
Regulations.
1.8 Develonment Transferee. "Development Transferee" means a transferee from
OWNER of all or a portion of OWNER's interest in the Property pursuant to Section 2.5.1 and the
successors and assigns of any such transferee.
1.9 Effective Date. "Effective Date" means the date that the Authorizing Ordinance
becomes effective.
1.10 Existins Proiect Aparovals. The "Existing Project Approvals" aze those Project
Approvals, including Certification of Environmental Impact Report No. 1857-18, General Plan
Amendment No. GPA 2018-0001, and Zone Change (Specific Plan) No. 1286-18, the Trails at
Santiago Creek Specific Plan,which have been approved and adopted by the CTTY on October 22,
2019, consistent with the Existing Regulations.
1.11 Existing Resulations. "Existing Regulations" means those ordinances, rules,
regulations,policies,reqvirements, guidelines,constraints or other actions of the CTI'Y, other than
site-specific Project Approvals, which purport to affect, govem or apply to the Property or the
implementalion of the Development Plans in effect on November 2, 2016.
1.12 FYnancine District. "Financing DistricP' for purposes of this Agreement means a
community facilities district formed pursuant to the Mello-Roos CommunityFacilities District Act
of 1982 (Califomia Government Code Sections 53311 et se c,. as amended), an assessment district
fonned pursuant to the Improvement Act of 1911 (Califomia Streets &Highways Code Sections
5000 et seg., as amended), an assessment district formed pursuant to the Municipal Improvement
Act of 1913 (California Streets & Highways Code Sections 10000 et se c., as amended), an
assessment district formed putsuant to the Landscaping and Lighting Act of 1972 (Califomia
Streets and Highways Code Sections 22500 et s., as amended), or any other similar special
district or assessment district authorized pursuant to State law for'purposes of financing the cost
of public improvements, Facilities, services and/or public facilities fees witlun a distinct
geographic azea of the CTI'Y.
1.13 Future Proiect Approvals. "Future Peoject Approvals" means those Project
Approvals contemplated,necessary,and requested by CTi'Y or O WNER to implement the Existing
Project Approvals and approved by the CTTY after the approval of the Existing Project Approvals.
1.14 Off-Site Imnrovements. "Off-Site Improvements" means physical infrastructure
unprovements or FacIlities which aze not and will not be located on the Property.
1.15 On-Site Imnrovements. "On-Site Improvements" means physical infrastcucture
improvements or facilities that aze or will be located on the Property.
1.16 OWNER. "OWNER" is initially Milan REI X,LLC, a California limited liability
company and shall include any Development Transferee but only to the extent of and in proportion
to the shaze of the Project acquired by such Development Transferee.
1.17 Plannine Commission. "Planning Commission" means the duly appointed and
constituted Planning Commission of C1TY.
1.18 Pre-Develoament Aereement. "Pre-Development AgreemenP'means that certain
agreement tided"Pre-Development Agreement by and between the City of Orange and Milan REI
X, LLC Relating [0 109 Acres Known as the Trails at Santiago Creek," executed by C1TY and
OWNER on or about November 2, 2016.
1.19 Proiect Annrovals. "Pcoject Approvals" means Certification of Environmental
Impact Report No. EIR 1857-18, General Plan Amendment No. GPA 2018-0001, Zone Change
Specific Plan) No. 1286-18, and the Development Plan and all Future Project Approvals such as
site-speciffc plans, subdivision maps, permits and other entitlements of every kind and nature,including, bu[not limited to: specific plans, site plans, precise development plans, tentative and
final subdivision maps, pazcel maps, variances, zoning designadons, conditional use pernuts,
grading, building and other similaz plans and permits, the site-specific provisions of the GeneralPlan, and environmental approvals consistent with tlus Agreement. To the extent any such site-
specific plans, maps, pernuts and other entidements aze adopted from time to dme, "Project
Approvals" shall include such matters.
2. General Provisions.
2.1 Binding Covenants. The provisions of this Agreement to the extent pertnitted by
law shall constitute covenants which shall run with the Property for the benefit thereof, and the
benefits and burdens of this Agreement shall bind and inure to the benefit of the parties and all
successocs in interest to the parties herero. The City Clerk of C1TY shall cause this Agreement to
be recorded with the County Recorder, County of Orange, within ten (10) days afrer the Effective
Date.
2.2 Interest of OWNER. OWNER represents that OWNER has a legal interest in the
Property.
23 Term. The term(hereinafter called"Term")of this Agreement shall commence on
the Effective Date and shall extend for a period of ten(10) years thereafter, terminating at the end
of the day preceding the tenth (lOth) anniversary of the Effective Date, subject to specificextensions, revisions and termination provisions of this Agreement. Prior to the expiration of the
Term, as may be extended by the terms of this Agreement, OWNER may further extend the termofthisAgreementforanadditionalfive(5)yeaz period if OWNER or any Development Transferee
has completed the public improvements set forth in Sections 4.13 and 4.1.5. NotwiChstanding the
foregoing, the Term of this Agreement shall not extend beyond a period of fifteen (15) yeazs after
the Effec[ive Date.
2.4 Termination. This Agreement shall be deemed temunated and of no further effect
upon the occurrence of any of the following events:
2.4.1 If termination occurs pursuant to any specific provision of this Agreement;
or
2.4.2 Completion of the total build-out of the Project pursuant to the terms of
this Agreement and the CITY's issuance of all required ocwpancy pernvts and acceptance of all
dedications and improvements required to complete Development of the Project;
2.43 The termination of this Agreement shall not affect any right or duty arising
independently from entitlements issued by CITY or other land use approvals approved
concurrently or subsequent to the approval of this Agreement.
2.5 Transfers and Assi¢nments.
2.5.1 Rieht to Assien. OR'NER shall have the right from time to time and on
such number of occasions as it chooses to sell, assign or otherwise transfer all or any portion of its
in[erests in the Property together with all its right,tifle and interest in this Agreement,or the portion
thereof which is subject to transfer([he"Transferred Property") to any person or entity at any time
during the Term of this Agreement;provided, however,that any such transfer or assignment mustbepursuanttoasale, assignment or other transfer of the interest of OWNER in the Property, or apodionthereof. In the event of any such sale, assignment, or other transfer, (i) OWNER shallnotifyCITYthirty (30) days prior to such event of the name of the Development Transferee,ogether with the corresponding entidements being transfeiced to such Development Transfereeand (ii) the agreement between OWNER and such Development Transferee pertaining to such
transfer shall provide that either OWNER or the Development Transferee shall be liable for theperformanceofthoseobligationsofOWNERundertrrisAgreementwhichrelatetotheTransferredProperty, if any. Each Development Transferee and OWNER shall notify CTTY in writing whichentityshallbeliablefortheperformanceofeachrespectiveobligation30dayspriortothedateof
any sale, assignment or transfer pursuant to this subsection.
2.5.2 Release Upon Transfer. Itis unders[ood and agreed by the parties that
the Proper[y may be subdivided afrer the Effective Date. One or more of such subdivided pazcels
may be sold,mortgaged,hypothecated,assigned or transferred to persons for developmentby them
in accordance with the provisions of this Agreement.
2.5.2.1 Release of OWNER. Effective upon such sale, mortgage,
hypothecation, assignment or transfer, the obligations of OWNER shall become several and not
joint and OWNER and the balance of the Property other than the Transfened Property, shall bereleasedfromitsobligationsundertlusAgceementassumedbytheDevelopmentTransfereewith
respect to Transferred Property, provided that (i) OWNER is not then in default under tlus
Agreement, (ri) OWNER has provided to CTTY the notice of such transfer specified in Section
2.5.1, (rii) the Development Transferee executes and delivers to CTTY a written agreement in
which (A) the name and address of the Development Transferee is set forth and (B) the
Development Transferee expressly and unconditionally assumes all the obligations of OWNER
under this Ageement with respect to the obligations of OWNER under this Agreement for the
performance required of OWNER and regazding the Transfeaed Ptoperty. All executory exacdonsorconditionswhicharenotassumedbyaDevelopmentTransfereeshallremainwiththebalance
of the Property not transferred.
2.5.2.2 Effect of Noncomnliance. From and after the assumption of
obligations under this Agreement by a Development Transferee pursuant to Section 2.5.2.1,
noncompliance by any such Development Transferee with the terms and conditions of thisAgreementassumedbysuchDevelopmentTransfereeshallentideCTTY[o pursue any and all ofitsrightsunderthisAgreementsoassumedagainstsuchDevelopmentTransferee, but such
noncompliance shall not be deemed a default or grounds for termination heceof with respect to, or
constitute cause for CTI'Y to initiate enforcement action against, other persons then owning or
holding interest in the Property or any por[ion thereof and not themselves in default hereunder.Similazly,noncompliance by OWNER with respect to any terms and conditions of this AgreementnotassumedbysuchDevelopmentTransfeceeshallentitleC1TYtopursueanyandallofitsrightsunderthisAgreementretainedbyOWNERagainstOWNER,but such noncompliance by OWNER
shall not be deemed a default or grounds for termination hereof with respect to,or constitute cause
foc CITY to initiate enforcement action against, such Development Transferee or other persons
then owning or holding interest in the Property or any portion thereof and not themselves in default
hereunder.
2.5.2.3 Release bv Phase. Upon completion of any phase or tract of
development of the Project as determined by CITY and fulfillment of any obligations under
this Agreement related to such phase or tract, CITY shall ielease that completed phase or tract
from any further obligations under this Agreement. The provisions of this Section 2.5.23shallbeself-executing and shall not require the execution or recordation of any furtlier
document or instrument; provided, however, if cequested by OWNER, CITY agrees to
execute, in recordable form a document confirming the release contemplated by this Section
2.5.2.3 provided OWNER reimburses CPI'Y for all reasonable and direct costs and fees
incurred by CITY with respect thereto.
2.5.2.4 RiQhts of Successors and Assi¢ns. Except as otherwise set
forth in this Agreement, any and all successors and assigns of OWNER shall have all of the
same rights, benefits and obligations of OWNER under this Agreement.
2.5.3 Termination of Aereement With Respect to Individual Dwellin¢Units
Uaon Sale to Public. Notwithstanding any provision of this Agreement to the contrazy, this
Agreement shall terminate as to any dwelling unit which has been finally subdivided, sold and
issued a cer[ificate of occupancy. Upon such sale, the dwelling unit shall be released from and
shall no longer be subject to or burdened by the provisions of this Agreement. The provisions of
this Section 2.5.3 shall be self-executing and shall not require the execution or recordation of any
further document or instrument provided, however, if requested by OWNER, C1TY agrees to
execute,in recordable form, a document confirming the release contemplated by this Section 2.5.3,
provided OWNER reimburses CITY for all reasonable and direct costs and fees incurced by CITY
with respect thereto.
2.6 Amendment of Development Aereement.
2.6.1 Initiation oF Amendment. Either party may propose an amendment to
this Agreement and both parties agree that it may be beneficial to enter into additional agreements
or modification of this Agreement in connection with the implementadon of the separate
components of the Project.
2.6.2 Procedure. Except as set forth in Sec6on 2.6.5 below, the procedure for
proposing and adopting an amendment to this Agreement shall be the same as the procedure
required for entering into this Agreement in the first instance.
2.6.3 Consent. Except as expressly provided in tlus Agreement,any amendment
to this Agreement shall require the written consent of both parties. No amendment to all or any
provision of this Agreement shall be effective unless set forth in wridng and signed by duly
authorized representatives of each party.
2.6.4 Consent of OWNER. Where an assignee of OWNER applies for an
amendment to this Agreement, the written consent of OWNER shall always be required before
CITY approval of the amendment. Further,an assignee shall not be required or entitled to approve
an amendment to this Ae eement. The cecorda[ion of this Agreement shail serve as notice to all
assignees of the provisions of this Section.
2.6.5 Operatine Memoranda. The parties acknowledge that refinements and
further development of the Project may demonstrate that changes ue appropriate with respect to
the details and performance of the parties under this Agreement. The parties desire to retain a
certain degree of flexibility with respect to the details of the Project Development and with respect
to those items covered in general terms under this Agreement, If and when the parties mutually
find that changes, adjustments, or clarifications aze appropriate to further the intended purposes of
this Agreement, they may,unless otherwise required by law,effectuate such changes,adjustments,
or clazifications without amendment [o this Agreement as specified in the Project Approvals or
through operating memoranda mutually approved by the parties, which, after execution, shall be
attached hereto as addenda and become a part hereof and may be further changed and amended
from time to dme as necessary,with further approval by City Manager,on behalf of the CITY and
by any corporate officer or other person designated for such purpose in a writing signed by a
cocporate ofFicer on behalf of OWNER. Unless otherwise required by law or by the Project
Approvals, no such changes, adjustments, or clarifications shall require prior notice or hearing.
The Parties agree that the maximum number of 128 single family detached units may not be
increased through an Operating Memoranda.
3. Descrirition of Develonment.
3.1 Develoament and Control of Development.
3.11 Proiect, During the Term of this Agreement, OWNER shall have the
vested right to implement the Development pursuant to this Agreement and the Project Approvals
and CTfY shall have the right to control the Development of the Project in accordance with the
terms and condiuons of tlris Agreement. Except as otherwise specified in tivs Agreement, the
Project Approvals and the Existing Regulations shall control the design and Development of the
Project and all On-Site Improvements and Off-Site Improvements and appuRenances in
connection therewith. The permitted uses of the property, the density and intensity of use, the
maximum height and size of proposed buildings and provisions for reservation or dedication of
land for public purposes shall be as set forth in the Existing Regulations and Project Approvals,
including without limitation the Development Plan document. So long as OWNER is not in default
under this Agreement and provided the Project is being developed in accordance with the Project
Approvals, OWNER has a vested right to construct, at OWNER's discretion, a maximum of 128
residential units.
3.1.2 Timine of Develoument. To the extent OWNER develops the Project,
OWNER shall proceed in accordance with e phasing schedule set forth in the Existing Project
Approvals. OWNER's adherence with the phasing schedule set forth in the Development Plan
shall be considered by GITY in determining OWNER'S good faith compliance with the terms of
this Agreement as required by Section 9 of tlus Agreement. Notwithstanding the preceding
sentences, the par[ies acknowledge that the primazy purpose of any phasing contained in the
Development Plan is to de the construc6on of certain public infrastructure improvements to
particulaz development milestones aud that OWNER canno[ at this time predict when or in what
order the Project phases will be developed. Such decisions depend upon numerous factors some
of which aze not within the control of OWNER, such as mazket orientation and demand, interest
rates, competition and other similaz factors. Subject to the phasing schedule set forth in the
Existing Project Approvals,Section 23 of this Agreement concerning the Term of this Agreement,
and the Project Approvals, and to the extent pernutted by the Project Approvals and this
Agreement, OWNER shall have the discretion to develop the Project in phases at such times as
OWNER deems appropriate within the exercise of its subjective business judgment. Specifically,
C1TY agrees that OWNER shall be entided to apply for and receive perurits, maps, certificates of
occupancy and other entitlements to develop and use the Property at any time, provided that such
application is made in accordance with tlus Agreement, the Project Approvals and the Existing
Reguladons.
3.13 Permits and Anprovals - Cooueration. CTTY shall accept and timely
process, in the normal and legal manner For processing such matters, all applications for Future
Project Approvals called for or required under tlus Agreement.
3.1.4 FY rther Mitisation. In connection with the issuance of any Future Project
Approvals that are subject to review under CEQA, unless required under CEQA, tlus Agreement
or the Existing Regulations, the C1TY shall not impose any environmental altematives or
mitigation measures in addition to those referenced in the Existing Project Approvals.
3.2 Rules. Reeulations and Official Policies. Except as otherwise specified in this
Agreement and the Project Approvals, the rules, regulations and official policies governing the
pernu[ted uses of the Property, the density and intensity of use of the Property, the provisions for
reservation or dedication of land for public purposes and the design,improvement and construction
standazds and specifications applicable to Development of the Property shall be the Existing
Regulafions. In connection with any sub'sequent approval or action which CITY is permitted or
has the righ[ to make under this Agreement relating to the Project, CITY shall exercise its
discretion or take action in a manner wluch complies and is consistent with the Project Approvals,
the Existing Regulations and such other standazds, terms and conditions contained in this
Agreement. The E sting Project Approvals, as well as an overview and non-exhaustive list of
Existing Regulations ace listed in Exhibit "B". CITY has certified two copies of each of the
documents listed on Exhibit "B". CPI'Y has retained one set of the certified documents and has
provided OWNER with the second set.
3.3 Reserved Authoritv.
33.1 Uniform Codes. This Agreement shall not prevent CTfY from applying
new rules,regulations and policies relating to uniform codes (such as the Uniform Building Code,
Nauonal Electrical Code, Uniform Mechanical Code or Uniform Fire Code, as amended) adopted
by the State of California, which new rules and regulations aze necessazy to preserve the heaIth
and safety of the residents of C1TY or which the C1TY is required by state law to apply.
33.2 State and Federal Laws and Reaulations. In the event that State or
Federal laws or regulations 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, [hat 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.
333 Re2ulation for Health and Safetv. Notwithstanding anything to the
contrazy in this Agreemen[, C1TY shall have the right to apply regulations (including amendments
to the Existing Regulations) adop[ed by the C1TY after the Effective Date;in connecdon with any
Project Approvals, or deny, or impose conditions of approval on, any Ptoject Approvals provided
that such application to the Development is required to protect the physical health and safety of
existing or future residents or occupants of the Property, or any portion thereof or any lands
adjacent thereto. OWNER may protest the imposition• of any such emergency regulations or
conditions to the City Council or as otherwise provided by CITY rules or regulations while
continuing to construct the Development.
33.4 Pracedure For Application of New Resulations. The CTTY shall not
apply to the Pcoject any regulation, law, program, ordinance or action under Section 33.1, 33.2,
or 3.33 (except for emergency ordinances adopted to protect health and welfare as set forth
therein) which is not an Existing Regulation ("New Regulation") without providing at least thirty
30) days prior written notice to OWNER of the CTI'Y's intent to apply such New Regulation to
the Project. OWNER shall have thiRy (30) days from the date of such notice to review and
evaluate the I4ew Regulation and to serve CTTY with a written protest (Protest) against the
application of the New Regulation to the Project. If the OWNER timely provides the Protest to
CPI'Y, then CITY will not apply the New Regulation to the Project untII the City Council of C1TY
makes a finding, after a duly noticed public hearing, that such New Regulation does not conflict
with the Existing Regulations as applied to the Project and is required (as opposed to pernutted)
to comply with State or Federal laws or regulations afrer taking into consideration all reasonable
attematives. Should OWNER elect to continue to construct the Development after receipt of notice
of the applicability of any New Regulation described in Section 3.33 to such construcdon,
OWNER does so at its own risk.
3.4 Vested Rieht. By entering into this Agreement and relying thereupon, OWNER is
obtaining vested rights to proceed with the Project in accordance with the terms and condifions of
this Agreement, and in accordance with, and to the extent of, the Project Approvals. By entering
into this Agreement and relying thereupon, CTI'Y is securing significant public benefits and
faciliGes which enhance the public health, safety and welfare, a partial listing of which benefits is
set forth in Section 4.1.
3.4.1 No Contlictine Enactments. Except as provided in Section 33 of this
Agreement, neither the City Council nor any other agency of C1T'I'shall impose a rule,regulation,
ordinance or other measure which governs the rate, fiming or sequencing of the Development of
all or any part of the Project that is inconsistent or in conflict with this Agreement or the Project
Approvals. Any such rule, regulation, ordinance or other measure shall be considered to conflict
if it has any of the following effects, which includes,but is not limited to:
i) Limits or reduces the density or intensity of the Project or
othenvise cequires any reducflon or increase in the number, size or square footage of lots,
homes, structures, buildings or other improvemenu; or
ii) Applies to the Project, but is not uniformly applied by the CITY
to all substantially similar development within the CITY; or
iii) Contcols, limits or otherwise negatively affects the rate, timing
or phasing of the Development of the-Property.
The above list is not intended to be comprehensive or to limit the types of action that would conflict
with Existing Regulations, this Agreement and the Pcoject Approvals.
3.4.2 Consistent Enactments. By way of enumeration and not limitation, the
following types of enactments shall be considered consistent with Existing Reguladons and the
Project Approvals and not in conflict:
i) Relocation of unit types within the Property pursuant to an
application from OWNER; and
ri) Changes in the phasing of the Development pursuant to an
application from OWNER,provided any changes in phasing do not alter the phasing or timing
of any public improvements to be provided by OWNER under this Agreement unless such
change in the phasing or timing of the public improvements is approved by CTI'Y.
3.4.3 Initiative Measures. In addition to and not in]imitation of the foregoing,
it is the intent of OWNER and CITY that no moratorium or other limitation (whether relating to
the rate, timing or sequencing of the Development of all or any part of the Project and whether
enacted by initiative or otherwise) affecting pazcel or subdivision maps (whether tentative,vesting
tentative or Final), site development permits, precise plans, site development plans, building
permits, occupancy certificates or other entitlements approved,issued or granted within CTTY, or
portions of C1TY,shall apply to the Project to the extent such moratorium or other limitation would
restrict OWNER's right to develop the Project in such order and at such rate as permitted under
this Agreement. In accordance with Section 6 of this Agreement, C1TY agrees to cooperate with
OWNER in all reasonable manners in order to keep this Agreement in full force and effect. In the
event of any legal action instituted by a third party or other governmental enflty or official
challenging the validity of any provision of this Agreement, the parties hereby agree to cooperate
in defending such action. In the event of any litigation challenging the effectiveness of this
Agreement, or any portion hereof, this Agreement shall remain in full force and effect while such
litigation, including any appellate review, is pending, absent a court order to the contrazy.
3.4.4 Consistencv Between This AQreement and Current Laws. CTl'Y
represents that there aze no rules, regulations, ordinances, policies or other measures of the CTl'Y
in force as of the Agreement Date that would interfere with Development and use of all or any part
of the Project according to the Project Approvals and this Agreement. The parties understand and
acknowledge that the Agceement is, consistent with CTTY's General Plan and zoning for the
Property because General Plan Amendment No. GPA 2018-0001 and Zone Change No. 1286-18,
which aze part of the Existing Project Approvals, will become effective concurrent with the
Effective Date of this Agreement.
3.5 Future Amendments to Develoament Plan. The following rules apply to fu[ure
amendments to the Development Plan:
3.5.1 OWNER'S Written Consent. Any Development Plan amendment which
is not in compliance with Section 2.63 and 2.6.4 of tbis Agreement shall not apply to the Property
or the Project while this Agreement is in effect.
3.5.2 Concurrent Development A¢reement Amendment. Any Development
Plan amendment requiring amendment of this Agreement shall be processed concurrently with an
amendmeut to this Agceement
3.5.3 Effect of Amendment. Except as expressly set forth wi[hin this
Agceement or in any amendment to this Agreement,a Development Plan amendment will not alter,affect, impair oi otherwise impact the rights, duties and obligations of the pacties under this
Agreement.
4. Obli ations of the Parties
4.1 Bene£ts to CITY. The direct and indicect benefits CITY (including, without
limitation [he existing and future residents of C1TI will receive pursuant to the implementation
of the Agreemen[include,but aze not limited to,the following:
4.1.1 Acquisition of Rid¢eline Golf Course. Owner will convey to the City the
property within the City of Orange known as the Rtdgelme Golf Course, as more particulazlydescribedinExhibit `C" attacheci hereto and made a part hereof (hereafter, the "Ridgeline
Property"). Milan REI IV, LLC, the owner of the Ridgeline Property, has agreed to sell theRidgelinePropertytotheCityfocfairmazketvalue. Owner shall negotiate with IvIilan REI IV,LLC, to determine a process for establishing the fau mazket value of the Ridgeline Property andshallprovidetheCitywithfundsequaltosaidfairmazketvalueinordertofundtheCity'sacquisitionoftheRidgelinePropertypriortotheissuanceofthelstcertificateofoccupancyfor
the Project.
4.1.2 Fundin for Ca ital Im rovements to Rid eline Golf Course. InadditiontofundingtheacquisiYionoftheRidgelineProperty, as set forth above, Owner willprovideanadditionalTwoMillionDollazs($2,000,000.00)to be used to telocate the existing horseazenaonSan6agoCanyonRoad,and for capital improvements,to the Ridgeline Golf Course,prior
to the issuance of the lst certificate of occupancy for the Project.
4.13 Greenway. The Development will provide Four Million One Hundced
Thousand Dollazs ($4,100,000.00) in greenway improvements ( Greenway Improvements"), as
described and further set forth in the cost estimate by Summers Murphy&Partners dated July 18,2017,attached hereto as Exhibit"D". The Greenway Improvements shall be constructed or fundedpriortheissuanceofthe60thcerti5cateofoccupancyforthePtoject. The parties shall cooperateingoodfaithtoreachanagceementconcemingtheownershipandmaintenanceobligationsfortheGreenwayImprovementspriortotheapprovalofthefirstTentativeMapfortheProperty. Thepartiesshallconsidersuchentitiesormechanismsincluding, but not limited to, a conservancy,landscape main[enance district, Home Owner's Association, local public agencies (includingCTTYorCountyofOrange),non-profit organization or similaz entities or mechanisms upon which
the Parties can agree.
4.1.4 N ndine for Trail Imarovements. Owner will provide tp the City an
additional One Million Dollars ($1,000,000.00) in fundmg to be used for local trail improvements
prior to the issuance of the Fust certificate of occupancy for the Pcoject.
4.1.5 ('irculation Imarovements. The Development will provide
approximately One Million Dollazs ($1,000,000.00) in traffic and circulation imptovements, asdescribedandfuRhersetfoRhinthecostestunateprepazedbyFuscoeEngineeringandLL&G setforthinExhibit"E" attached hereto,prior to the lst certificate of occupancy for the Project.
I
4.1.6 Rehabilitation of Propertv. The Development will result in [he
rehabllitation of a blighted,highly industrialized property that has been utilized for sand and gravel
mining operations for sevetal decades. OWNSR will be permitted to continue the sand and gravel
operadons provided however, OWNER will cease all sand and gravel operations upon the earlier
to occur of the following:
1) the issuance of the fust certificate of occupancy for the Project;
2) a date which is tluee (3) yeazs after the approval of the first tentative map for the
Project; or
3) four (4) years after the occurrence of the later of the following events, if
applicable: (A) the date on which any lawsuit challenging the validity or legality of
the Project Approvals, the ProjecYs CEQA compliance, this Agreement, or any
rule, regulation, ordinance or other measure associated with the Project Approvals
is finally resolved in favor of the validity or legality of the Project Approvals, the
Project's CEQA compliance, this Agreement, or any rule, regulation, ordinance or
other measure associated with the Project Approvals, whether such finality is
achieved by a final non-appealable judgment, voluntazy or involuntazy dismissal
and inclusive of the passage of any time required to appeal an involuntazy
dismissal), or binding written settlement agreement; or (B) the date on which any
teferendum concerning the Project Approvals is certified or resolved resulting in
upholding and approving the Project Approvals.
4.1.7 School Imaact Fees. The OWNER or its Development Transferees will
pay to the Orange Unified School District ("OUSD"), school impact fees in accordance with the
current policies and fee schedule of the OUSD for the Project as full and complete mitigaflon for
school impacts from the Project.
4.1.8 Comarehensive Plannina. The Development wIIl provide a
comprehensive planning effort which incorporates adjacent land ownership and reflects the
CTfY's General Plan and Master Plan of Pazks and Master Plan of Recreational Trails.
4.1.9 Short Term Emplovment. The Development will create substantial
employment opportunities through the Project construction and development phase.
4.2 Public Imarovements and btinancinQ District. At OWNER's request,CPfY shall
cause a Financing District to be formed in a timely manner. Such Financing District shall include
the Property or a portion thereof within its boundazies for the purpose(in addition to other possible
purposes) of funding the planning, design and cons[rucdon of the public improvements required
to be constructed for Development of the Project to proceed. Such improvements,include,but aze
not limited to, tra c signal and street improvements, park land acquisition, library facilities fees,
grading and improvements, drainage, sewer and water improvements, school mitigarion fees and
other development fees and other facilities. Such Financing District shall be in conformance with
applicable CTI'Y rules, regulations and policies as amended from tnne to [ime.
4.3 Limitation on Develoament Fees. Certain development impact and processing
fees have been imposed on the Project as conditions of the Existing Project Approvals which
impac[ and pcocessing fees are in existence on the Effective Date and set forth more fully in
Exhibit"F" ("Project Development Fees"). In providing the benefits specified above, including
funds to acquire and improve the Ridgeline Property and the Greenway, the Development will
provide recreational facilities faz in excess of what state law or CTTY ordinances might otherwiserequire. Accordingly, the Project Development Fees applicable to the Development shall not
include any park fees or development fees for pazk purposes which might otherwise be collected
by the City. Notwithstanding any fee increases adopted by the CITY, Project Developmen[FeesapplicabletotheDevelopmentshallbeadjustedannually,commencing on the fust anniversazy of
the effective da[e of the Pre-Development Agreement (November 2,2016), to reflect any increase
or decrease in the construcdon cost index as established and published in the Engineering News
Record. The foregoing shall no[ apply to processing fees charged by the CITY for the CITY's
administrative time and related costs incurred in preparing and considering any application for the
Project Approvals which fees shall be assessed in the amount they exist at the time OWNER
becomes liable to pay such fees. Project Development Fees and any increases therein shall beassessedinaccordancewithExhibit "F'. During the term of the Agreement C1TY shall be
precluded from applying any development impact fee that does no[exist as of the Effective Date.This provision does not authorize CITY to impose fees on the Project that could not be imposed
in the absence of this Agreement.
4.4 Dedications and Exactions. At the appropriate points in the Development of the
Project, OWNER shall irrevocably offer for dedication or reserve for acquisition by C1TY or its
designee the streets,any public right-of-way,pazkland and other azeas within the Property as more
fully set forth in the Existing Project Approvals, including, but not limited to, those set forth inExhibits "B" and "G', for the uses set forth in the Exisdng Project Approvals. In addition to and
not in limitation of the foregoing, CTfY shall not ]evy or require any further dedications and
exactions in connection with Project Approvals. Notwithstanding the foregoing, Future Project
Approvals will be reviewed in a manner consistent with the general review procedures of the CTTY
according to the particulaz type of Future Project Approval being sought to the extent such
procedures aze consistent with this Agreement.
4.5 Proiect Mitisation. OWNER shall undertake and complete the mitigation
requirements of the Existing Project Approvals. These requirements shall be satisfied within the
time established therefore in the Existing Project Approvals.
4.6 Construction oF Public Facilities. OWNER shall, at OWNERS sole option and
discretion, either fund or undertake the cons[ruction aud timing of public facilities set forth in
paragraph 4.1 and any other public facilities as set forth in the Development Plan in a mannerconsistentwi[h Section 3.1.2. The public facllities to be constructed pursuant to this Agreement
and the Project Approvals will benefit the community and may,therefore, at OWNER's sole option
and discredon,be financed through a Financing District established pursuant to Section 4.2 of this
Agreement. Owner shall be entitled to credi[s for traffic impact fees to the extent a developer
would be entitled to such credit in the absence of this Agreement. Within six months of the
Effective Date, the parties shall meet to discuss the potential for entering into a reimbursementagreementwherebytheC1TYwouldcollectfeesfromfuturedevelopmentfortheirfairshazeof
the improvements constructed by Owner.
5. Further Assurances to OWNER Reaardin¢Exercise of Reserved Authorit .
5.1 Adoution of General Plan and Grantina of Other Proiect Anarovals. In
preparing and adopting General Plan Amendment No. GPA-2018-0001 and in granting the other
Project Approva]s, C1TY considered, and will consider in granfing Future Project Approvals, the
health, safety and welfaze of the residents of CTTY and prepazed in this regazd extensive
environmental analysis contained in the EIR and other studies. Without limiting the generality of
the foregoing, in reviewing and adopting General Plan Amendment No. GPA-2018-0001 and the
other Existing Project Approvals, the City Council cazefully considered and determined the
projected needs (taking into consideration the planned development of the Project and all other
azeas wi[hin CTPI for police, fire, librazy, traffic, pazamedics and similar facilities and services
within the Project and surrounding areas, flood control measures, the needs of the residents for
open space and pazks and the appropriateness of the number of units to be developed and the
density and intensity of the development comprising the Project and the needs of the residents of
the Project and surrounding areas for other infrastructure as well as the vazious benefits to the
CITY, some of which aze described in Section 4.1.
5.2 Assurances to OWNER. The parties further acknowledge that the public benefits
to be provided by OWNER to CTTY pursuant to tlris Agreement aze in consideration for and
reliance upon assurances that the Property will be developed in accordance with the Project
Approvals and this Agreement. Accordingly, while recognizing that the Development of the
Property may be affected by exercise of the authority and rights reserved and excepted as provided
in Sections 33.1,33.2 and 3.33 ("Reserved Authority")or this Agreement,OWNER is concerned
thaf CTTY may adopt land use regulations in violation of the Reserved Authority and to attempt to
apply regulations which are inconsistent with the Project Appcovals pursuant to the exercise of the
Reserved Authority. Accordingly, OWNER desires assurances that C1TY will not and C1TY
agrees that it will not further restrict or limit the development of the Property in violation of this
Agreement except in strict accordance with the Reserved Authority.
6. Indemn cation. Except to the extent of the gross negligence or willful misconduct of the
Indemnified Parties (as defined below), OWNER, and with respect to the portion of the Property
transferred to them, the Development Transferees, agree during the term of this Agreement, to, at
CTPY's request, defend CTTY and its agents, officers, and employees (the "Indemnified Parties")
from and against any claicns, including clauns for attorneys fees, or proceeding against the
Indemnified Pazties to set aside,void or annul the approval of this Development Agreement or the
Project Apptovals. C1TY agrees to timely take all actions necessary or required to uphold the
validity and enforceability of this Agreement and the Fatisting Regulations and shall promptly
notify OWNER of any claim, action or proceeding brought challenging any provision of this
Agreement or the Project Approvals. OWNER and the CITY shall select joint legal counsel to
conduct such defense which legal counsel shall represent both OWNER and the CITY in defense
of such action. OWNER and CTTY shall meet and confer to detemune the reasonable estimate of
the costs of defense of any such claun or action and OWNER shall deposit a sufficient portion of
said amount with the C1TY to ensure CTl'Y that it will have sufficient funds to pay the costs of
defense until a further deposit is required,if any. The CITY will dcaw down on such funds to pay
for costs of defense and may require additional deposits if it appeazs that the costs of defense will
exceed the aznount on deposit. The C1TY shall refund, without interest, any unused portions of
the deposit once the claim or action is finally concluded. Should the CTI'Y fail to prompfly and
timely nofify OWNER or cooperate fully or decide to terminate this Agreement, OWNER shall be
relieved of its defense and indemnity obligations hereunder. OWNER shall have the right to d'uect
tlie prosecution, strategy and settlement of any defense hereunder in consultation with the CITY,
provided however, that CITY and OWNER agree not to unreasonably withhold or delay approvalofthesettlementofanyclaimoractionwhichdoesnotsignificantlyimpairtherightsand
obligations of either party under this Agreemen[ or the Project Approvals. The indemnitees set
forth in this section shall survive any closing, rescission, or termination of this Agreement, and
shall continue to be binding and in full force and effect in perpetuity with respect to the
Indemnified Parties and their successors.
7. Relationship of Parties. The contracmal relationslup between C1TY and OWNER is such
that OWNER is an independent contractor and not the agent or employee of CITY. CITY and
OWNER hereby renounce the existence of any form of joint venture or partnership behveen them,
and agree that nothing contained in this Agreement or in any document executed in connection
with the Projeck shall be construed as making CITY and OWNER joint venturers or partners.
8. Amendment or Cancellation of Aereement. This Agreemen[ may be amended or
canceled in whole or in part only by mutual consent of the parties in the manner provided for in
Govemment Code Section 65868. No amendment or modification of this Agreement or any
provision hereof shall be effective unless set forth in writing and signed by duly authorized
representatives of each party hereto. This provision shall not limit CITY's or OWNER's remedies
as provided by Section 10.
9. Periodic Review of Compliance with A2reement.
9.1 Periodic Review. CITY and OWNER shall review tlus Agreement at least once
every twelve (12) month period from the date this Agreement is executed. CTTY shall notify
OWNER in writing of the date for review at least thirty (30) days prior thereto. Such periodic
review shall be conducted in accordance with Government Code Section 65865.1.
9.2 Good-Faith ComAliance. During each periodic review, OWNER shall be required
to demonstrate good faith compliance with the terms of this Agreement. OWNER agrees to furnish
such reasonable evidence of good faith compliance as C1TY, in the exercise of its reasonable
discretion, may require. If requested by CITY, CITY agrees to provide to OWNER, a
Development Transferee or any party designated by OWNER or a Development Transferee, an
estoppel certificate that OWNER or a Development ransferee is in compliance with the terms of
this Agreement, provided OWNER reimburses C1TY for all reasonable and direct wsts and fees
incurred by CPi'Y with respect thereto.
93 Failure to Conduct Annual Review. The failure of the CITY to conduct the
annual review shall not be an OWNER default. Further, OWNER shall not be entitled to any
remedy for CIT'Y failure to conduct this annual review.
9.4 Initiation of Review bv Citv Council. In addition to the annual review, the City
Council may at any time(but not more than once in any twelve(12)month period)initiate a review
of this Agreement by giving written notice to OWNER. Within thirty(30) days following receipt
of such notice, OWNER shall submit evidence to the City CouncIl of OWNER's good faith
compliance with this Agreement and such review and determination shall proceed in the same
manner as provided Por the annual review.
9.5 Availabilitv of Documents. If requested by OWNER, CITY agrees to provide to
OWNER copies of any documents, reports or other items reviewed, accumulated or prepazed byorforCITYinconnectionwithanyperiodiccompliancereviewbyCTfY, provided OWNER
reimburses C1TY for all reasonable and direct costs and fees incurred by CITY with respect
thereto.
10. Events of Default Remedies and Termination. Unless amended or canceled as provided
in Section 8, or modified or suspended pursuant to Government Code Section 65869.5 or
terminated pursuant to this Section 10, this Agreement is enforceable by either party hereto.
101 Defaults bv OWNER. If CITY determines on the basis of substantial evidence
that OWNER has not complied in good faith with the terms and conditions of this Agreement,
CTTY shall, by written notice to OWNER, specify the manner in which OWNER has failed to so
comply and state the steps OWNER must take to bring itself into compliance ("First Default
Notice"). CITY and OWNER shall meet in good faith for the purpose of resolving any disputes
within fifteen(15) days of OWNER's receipt of written noGce of default from CITY. If the CITYdeterminesthatfollowingthesemeetings, OWNER is not taking necessary steps to cure such
default,it shall provide notice of same to OWNER("Second Default Notice") and if,within thirty30)days afrer the effective date of such notice OWNER has failed to so comply or OWNER does
no[ commence all steps reasonably necessary to bring itself into compliance as required and
thereafter diligently pursue such steps to completion,then OWNER may be deemed to be in defaultunderthetermsofthisAgreementandC1TYmayinitiatetheprocesstoterminatethisAgreement
putsuant to Govemment Code Section 65868. In event of default by OWNER, except as providedinSection103,CTTY's sole remedy for any breach of this Agreement by OWNER shall be CITY's
right to terminate this Agreement.
10.2 DefaulLs bv CITY. If OWNER detemilnes on the basis of substantial evidence
that CITY has not complied in good faith with the terms and conditions of this Agreement,
OWNER shall, by written noflce to CITY, specify the manner in which CITY has failed to so
comply and state the steps CTTY must take to bring itself into compliance. CTfY and OWNERshallmee[ in good faith for the purpose of resolving any disputes within fifteen (15) days ofCITY's receipt of written notice of default from OWNER. If the OWNER determines that
following these meetings, CTI'Y is not taking necessary steps to cure such default, it shall providenoticeofsametoCITYandif,witlun thirty(30) days after the effective date of such notice, C1TYhasfailedtosocomplyorCTTYdoesnotcommenceallstepsreasonablynecessazytobringitselfintocomplianceasrequiredandthereafterdiligentlypursuesuchstepstocompletion, then CITY
shall be deemed'to be in default under the terms of this Agreement and OWNER may initiate the
process to terminate this Agreement and, in addition, may pursue any other cemedy available atlaworequity, including specific performance as long as such remedy is consistent with Section
103.
103 Snecific Performance Remedv. Due to the size, nature and scope of the Project,
it will not be practical or possible to restoce the Property to its natural condition once
implementation of this Agreement and the Project Approvals has begun. After such
implementation, OWNER may be foreclosed from other choices it may have had to utilize thePropertyandprovideforotherbenefits. OWNER has invested significant time and resources and
performed extensive planning and processing of the Project in agreeing to the terms of this
Agreement and will be investing even more significant time and resources in implementing the
Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum
of money which would adequately compensate OWNER for such efforts. For the.above ceasons,CITY and OWNER agree that damages alone would not be an adequate remedy if CTTY fails tocarryoutitsobligationsunderthisAgreementandthat, in addition to any all other remediesOWNERmayhaveatlaworinequity,including, without limitation,claims for general,special orcompensatorydamagesforanydefaultunderthisAgreement, OWNER shall have the right toseekandobtainspecificperformanceorinjunctivereliefasaremedyforanybreachofthisAgreement. OWNER may seek to enjoin any threatened or attempted violation of this Agreement,seek to enjoin any threatened or attempted violation hereof,or enforce by specific performance the
obligations and rights of OWNER. CTTY's remedy of terminating this Agreement shall be
sufficient if OWNLR fails to carry out its obligations hereunder. Notwithstanding the above, and
as further set forth in Section 3.1.2 of this Agreement, CITY may not seek specific performancetorequireOWNERtoconstructtheDevelopmentexcepttotheextentthatOWNERbecomesotherwiseobligatedunderthisAgreementtoconstructanyorallofthepublicfacilitiesidentifiedintheDevelopmentPlan. Nothing contained in this Agreement shall prevent OWNER fromenforcingtherighttoseekarefundorreturnofadepositmade, or a fee paid, to the C1TY in
accordance with the provisions of the Existing Rules.
10.4 Institution of Leeal Action. OWNER may insdtute legal action to cure, correct
or remedy any default,to enforce any covenants or agreements herein, to enjoin any threatened orattemptedviolationhereof,or to obtain any other remedies consistent with this Agceement. SuchlegalactionshallbeheazdbyarefereefromtheOrangeCountySuperiorCourtpursuanttothe
refetence procedures of the California Code of Civil Proceduce Secfions 638,et s. OWNER and
C1TY shall agree upon a single referee who shall then try all issues, whether of fact or law, and
report a finding and judgment thereon and issue all legal and equitable relief appropriate under thecircumstancesofthecontroversybeforelum. If OWNER and CITY aze unable to agree on a
referee within ten (10) days of a written request to do so by either party hereto, either party mayseektohaveoneappointedpursuanttotheCaliforniaCodeofCivilProcedureSection640. Thecostofsuchproceedingshallinitiallybeborneequallybytheparties. Any referee selectedpursuanttothisSection10.4 shall be considered a temporary judge appointed pursuant to Article
6, Section 21 of the California Constitution.
10.5 Fstopnel Certificates. Either party may at any time deliver written notice to the
other paRy cequesting an estoppel certificate (the "Estoppel Certificate") stating:
10.5.1 The Agreement is in full force and effect and is a binding obligation of the
par[ies.
10.5.2 The Agreement has not been amended or modified either orally or in
writing or, if so amended,identifying the amendments.
10.53 No default in the performance of the requesting party's obligations under
the Agreement exis[s or, if a default does exist, the nature and amount of any default. A party
teceiving a request for an Estoppel Certificate shall provide a signed certificate to the requestingpartywithinthirty (30) days after receipt of the request. The City Manager or any petsondesignatedbytheCityManagermaysignEstoppelCertificatesonbehalfoftheCITY. Any officer
I
i
of OWNER may sign on behalf of OWNER. An Estoppel Certificate may be relied on by assignees
and mortgagees.
10.5.4 In the event that one party requests an Estoppel Certificate from the other,
the requesting par[y shall reimburse the other party for all reasonable and direct costs and fees
incurred by such party with respect thereto.
11. Waivers and DelaYs.
11.1 No Waiver. Failure by a party to insist upon the stdct performance of any of the
provisions of this Agreement bq the other party, and failure by a party to exercise its rights upon adefaultbytheotherpartyhereto, shall not constitute a waiver of such party's right to demand strict
compliance by such other party in the future.
11.2 Third Parties. Non-performance shall not be excused because of a failure of a
third person, except as provided in Section 113.
113 Force Maieure. OWNER and CTTY shall not be deemed to be in default where
failure or delay in performance of any of their obligations under this Agreement is caused byfloods, eazthquakes, other Acts of God, fires, wazs, riots, or similar hostilities, strikes and other
labor difficulties beyond OWNER or CITY control, including government regulations (including,
without limitation, local, state and federal environmental and natural resource regulations), voter
initiative or teferenda, moratoria (including, without limitation, any "development moratorium"
as that term is applied in Govemment Code Section 66452.6) or judicial decisions.
11.4 Extensions. The Term of this Agreement and the time for performance by
OWNER or C1TY of any of its obligations hereunder or pursuant to the Project Approvals shall
be extended by the period of time that any of the events desccibed in Section 11.3 or thisSection11.4 exist and/or prevent performance oF such obligations; provided that, except for theextensionsetforthinSection2.3 of this Agreement allowing OWNER to extend the Term hereofforanaddifionalfive (5) year period, in no event shall any such extension exceed a total of 24monthswithoutthepriorapproval, in their sole and complete discretion, of both OWNER andCTTY. Subjec[to this limit the Term shall be extended for delays azising from the following events
for a time equal to the duration of each delay which occurs during the Texm:
11.4.1 Litisation. The period of time after the Effective Date during which
litigation related to the Pioject Approvals,which has the actual effect of delaying implementationoftheProject, is pending, including any litigation pending on the Agreement Date. This period
shall include any time during which appeals may be filed or aze pending.
11.4.2 Referenda. Any referenda or petition initiative which would invalidate or
delay the implementation of the Project Approvals.
11.4.3 Government Aeencies. Any delay resulting from the acts or omissions of
the C1TY or any other governmental agency or public utility and beyond the reasonable control of
OWNER.
11.5 Notice of DelaV. Each party shall give notice to the other of any delay that either
party believes to have occurred as a result of the occunence of any of the events desciibed inSection113or11.4. Such notice shall be provided as soon as either party becomes awaze of any
such delay,and in no event shall notice of a delay of any length be given later than sixty(60) days
afrer the end of the delay or it shall be deemed waived.
12. Notices. All notices required or provided for under this Agreement shall be in writing and
delivered in person or sent by certified mail; postage prepaid, retum receipt requested. Notices
required to be given to CTTY shall be addressed as follows:
City of Orange, City Manager With a copy to:
300 E. Chapman Avenue City of Orange, City Attorney
Orange, CA 92866 300 E. Chaptnan Avenue
Orange, CA 92866
Notices required to be given to OWNER shall be addressed as fo]lows:
Milan REI X With a copy to:
c/o Tivoli Capital Inc. Carmen A. Morinello, Esq.
888 S.Disneyland Drive, Suite 103 200 Spectrum Center Di. Suite 1250
Anaheim,CA 92802 Irvine, CA 92612
Any notice given as required herein shall be deemed given only if in writing and upon
delivery personally or by independent courier service. A party may change its address for noticesbygivingnoticeinwritingtotheotherpaRyasrequiredhereinandthereafternoticesshallbe
addressed and transmitted to the new address.
13. Attornevs' Fees. If legal action is brought by either party against the other for breach of
this Agreement or to compel performance under this Agreement, the prevailing pazty shall be
entifled to an award of its costs, including reasonable attorneys' fees, and shall also be entitled to
recover its contribution for the costs of the referee referred to in Section 10.4 above as an item of
damage and/or recoverable costs. If the City is the prevailing party and uses in-house counsel in
the litigation, it shall be entitled to recover attocneys' fees at the hourly rate that OWNER is being
chazged by its attorney or at the in-house counsel's fully burdened rate,whichever is higher.
14. Recordina. This Agceement and any amendment or cancellation hereto shall be recorded,
at no cost to CITY, in the Official Records of Orange County by the City Clerk within the period
required by Section 65868.5 of the Government Code.
15. Effect of Aereement on Title.
15.1 Effect on Title. OWNER and CiTY agree that this Agreement shall not continue
as an encumbrance against any portion of the Property as to which this Agreement has terminated.
15.2 Encumbrances and Lenders' Rishts. OWNER and C1TY hereby agree that this
Agreement shall not prevent or limit any owner of any intecest in the Property, or any portion
thereof, at any time or fcom time to time in any manner, at its or their sole discretioa, from
encumbering the Property, the itnprovements thereon, or any portion theceof with any mortgage,deed of trust sale and leaseback arrangement or other secuiity device. CITY acknowledges thatanyLender (as hereinafter defined) may requite certain interpretations of or modifica[ions to theAgreementortheProjectandCTTYagrees, upon request, from time to time, to meet with thepropertyowner(s) and/or representatives of such Lenders to negotiate in good faith any suchrequestforinterpretationormodificadon. C1TY further agrees that it will not unreasonablywithholditsconsenttoanysuchcequestedinterpretationormodificationtotheextentsuchinterpretationormodiFicationisconsisten[ with the intent and purpose of this Agreement. Adefaul[under this Agreement shall not defeat, render invalid, diminis6 or impair the lien of any
I.ender.
The mortgagee or a mortgage or beneficiary of a deed of trust or holder of any other
security intetest in the Property or any portion thereof and their successors and assigns, includingwithoutlimitationthepurchaseatajudicialornonjudicialforeclosuresaleorapersonorentitywhichobtainstidebydeed-in-lieu of foreclosures ("Lender") shall be entitled to receive a copy ofanyFirstDefaultNotice, as defined in Section 10.1, at the name and address I.ender has providedtotheCityClerkoftheC1TY. As a pre-condition to the institution of any legal proceedings orterminationproceedings, the CTTY shall deliver to all such Lenders written notification of anysituationinwhichOWNBRhasfailedtocureandisdeemedtobeindefaultunderSection10.1
hereafter, the "Second Default Notice"). The Second Default Notice shall specify in detail the
alleged default and the suggested means to cure it. Each such Lender shall have the right, at itssoleoption, to cure such default within seventy-five (75) days of receipt of the Second DefaultNoticeor, if such default cannot be reasonably cured within seventy-five (75) days, to commenceanddiligentlypursueacureofsuchdefault,in which case C1TY shall not terminate this Agreementorotherwiseinstitutelegalproceedings. Within 20 days of receipt of the Second Default Notice,such Lenders shall provide written notice to the CITY as to whether such I.ender intends to curethedefault. If the CTI'Y does not receive such notice within 20 days the Lender shall be deemedtohaveelectednottocureandtheCiTYmaypursueallavailableremediesprovidedtoitunder
this Agreement.
16. Severabilitv of Terms. If any term, provision, covenant or condition of this Agreementshallbedeterminedinvalid, void or unenforceable, the remainder of this Agreemen[ shall not beaffectedtheiebytotheextentsuchremainingprovisionsazenotrenderedimpracticaltoenforce.
17. Subsepuent Amendment to Authorizine Statute. This Agreement has been entered intoinrelianceupontheprovisionsoftheDevelopmentAgreementI.egislation in effect as of theEffectiveDate. Accordingly, subject to Section 33.2 above, to the extent that subsequentamendmentstotheGovemmentCodewouldaffecttheprovisionsofthisAgreement, suchamendmentsshallnotbeapplicabletothisAgreementunlessnecessaryfoithisAgreementtobeenfocceableorcequiredbylaworunlessthisAgreementismodifiedpursuanttotheprovisionssetforthinthisAgreementandGovernmentCodeSection65868asineffectontheAgreementDate.
18. Rules of Construcrion and Miscellaneous Terms.
18.1 Interoretation and Governina Law. The language in a11 pazts fThis AgI ement
shall,in all cases,be construed as a whole and m accocdance with its fair meaning• B
and any dispute arising hereunder shall be govemed and interpreted in accordance with the laws
I
of the State of California. The parties understand and agree that this Agreement is not intended to
constitute, nor shall be construed to constitute, an impermissible attempt to contract away the
legislative and governmental functions of the CITY, and in particulaz, the CTfY's police powers.
Tn dus regazd, the parties understand and agree that this Agreement shall not be deemed to
constitute the sunender or abnegadon of the CTTY's governmental powers over ihe Property.
18.2 Section Headines. All section headings and subheadings are inserted for
convenience only and shall not affect any construction or interpretation of tlus Agreement.
18.3 Gender. The singular includes the plural; the masculine gender includes the
feminine; "shall"is mandatory, "may" is pemussive.
18.4 Joint and Several Liabilitv. If there is more than one signer of this Agreement,
their obligations aze joint and several.
18.5 Time of Essence. Time is of the essence regazding each provision of this
Agreement of which time is an element.
18.6 Recitals. Ali Recitals set forth herein are incorporated in this Agreement as though
fully set forth herein.
18.7 Entire A¢reement. This Agreement together with the Development Plan
constitutes the entire agreement between the parties with respect to the subject matter hereof, and
the Agreement supersedes all previous negotiations, discussion and agreements between the
parties, and no pazole evidence of any prior or other agreement shall be permitted to contradict or
vazy the terms hereof. To the extent there aze any inconsistencies between the attached exlribits
and this Agreement, the terms and conditions of this Agreement shall control unless the parties
othenvise mutually agree in writing.
19. Extension and Prenaration of Maps. In accordance with Government Code Section
66452.6(a), any tentative map approved which relates to all or a portion of the Property shall be
ex[ended for the greater of (i) the Term of the Agreement or (ii) expiration of the tentative map
pursuant to Section 66452.6. Any tentative map prepazed for the ProjeCt which includes a
subdivision shall comply with the provisions of Govemment Code Section 66473.7 unless exemgt
as provided therein.
20. Not for Benefit of Third Parties. This Agreement and all provisions hereof aze for the
exclusive benefit of CITY and OWNER and its Development Transferees and shall not be
cons[rued to benefit or be enforceable by any third party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year dated below.
Dated: Ja.»wwT ,3 P9 .CITY"
e
THE CTTY OF ORANGE,
a municipal corporation,
By: i'` !`'
Mazk .Murphy, Mayor
A'I`TEST:
11 X'EL,YL n
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
azy A. S atz, City rn
SahUQ I 5 a0a0
Dated: d OWNER"
MILAN REI X,LLC,
a California limited liability company,
f3y:T:,l Caint'oA,x..c.
LtS. Maw+i. 1 1eM loe v
By: /"'
CIa Saietkeq
p wr
C,d9,s ORPd1&,9LL-5 ACEfP50YV6 GRA P9T CIVIL CODE§ 1189
e+rs ax ccrsr,ec.cr,r.e:cccs -
A notary public or other offcer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,acwracy,or validity of that document.
State of California
County of av 2_
On JQnUQr ` oZOo 20beforeme, 1Y t eto NnldtV ub1 C.
ate Here1 Inse Name and Title of the O cer
personally appeared ark PF 2X1 4YP11
Name of Signer,(af
who proved to me on the basis of satisfactory evidence to be the person J whose name( is/are
subscribed to the within instrument and acknowledged to me that he/sheklaey executed the same in
his/Mer,e'authorized capacity(ies),and that by his ti;;signature(erun the instrument the persor(s);
or the entity upon behalf of which the personjs'acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
SALLY R.7RFJ0 WITNESS my hand and official seal.Natnry Pubiic-Califomla
Oanqe[ounry
Cammissian M 2283155
MyCamm.FapiresApr21,t023 Signatur' 1
Sign re of Notary blic
Place Notary Seal Above
OPTIONAL
Though this section is optional, compieting this information can deter alteration of the document o/ _
1\fraudulent reattachment of this form fo an unintended document.CAC,R-baa-7/ J
Description of Attached Dooum nt -1 !
Title or Type of Document J on rT r uro mP Document Date: 1a- 1
Number of Pages: Signer( ) Other Tha Named Above:
Capacity(ies) Claimec by Signer(s \
Signer's Name: C1 rK h _ Signer's Name:
vCorporate Officer — Title(s), 0.0 Corporate Officer — Title(s):
Partner — Limited .. General Partner — = Limited : eneral
Individual Attorney i Fact Individual torney in Fact
Trustee Guardian or Conservator Trustee Guardian or Conservator
Other: Other:
Signerls Representing: Sign s Representing:
ccstccticu+zv xcsnzcrxxct x:cu u.r.cx.ct.ccrE.sc s.ra:a:cc.cc
02014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY(t-800-876-682 Item#5907
A Notary Public or other officer completing this certificate verifies only the idenflty of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of Califomia ,,I
Countyof 7 1't 71
On Of o`Do J beforeme, U f i'Gi I
ert nag'eandtitleoftheoffise
NotaryPublic,personallyappeazed C AUS Dl e( P_(_/
who proved to me on the basis of satisfactory evidence to be the p0rson(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in fris/herkheir authorized capaciEy(ies), and that by hislher/their signature(s)on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PER7URY under the laws of the State of California that the
foregoing paragraph is true and correct.AMY KNAI MONG
Nota7 Public-Califwnia
WITNESS my hand and official seal. ''r o a co n
Commission C 2295611
My Comm.Fapires Jul 27,2023
Signature Seal)
A Notazy Public or other officer completing this certificate verifes only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of
On before me,
pnsen name nnd Gtle of the officv)
Notary Public,personally appeazed
who proved to me on the basis of satisfactory evidence to be the person(s) whose natne(s) is/aze
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the
person(s), or the entity upon behalf of wluch the person(s) acted, executed the instrument.
I certify under PENALTY OF PERNRY under the laws of the State of California that the
foregoing pazagraph is true and correct.
WTINESS my hand and official seal.
Signature Seal)
Recorded in Official Records, Orange County
RECORDING REQUESTED BY AND Hugh Nguyen, Clerk-Recorder
WHEN RECORDED RETURN TO: IIIIIIII IRIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII NO FEE
City Clerk 202000004070811:28 am 01130120
City of Orange 7 417A Al2 28
300 E. Chapman Ave, 0.00 0.00 0.00 0.00 81.00 0.00 0.000.000.00 0.00
Orange, CA 92866
SPACE AeOVE THIS LINE FOR RECORDER'S USE ONLY.)
THIS DOCUMENT IS EXEMPT FROM:
RECORDING FEES PER GOVT CODE
6103 AND 27383. I'r
DOCUMENTARY TRANSFER TAX PER ZREVENUE&TAXATION CODE § 11922
M
G
DEVELOPMENT AGREEMENT
BY AND BETWEEN
CITY OF ORANGE,
a California Municipal Corporation
and
MILAN REI X,LLC,
a California Limited Liabilily Company